Derek DiRocco
About Derek DiRocco
Derek DiRocco, Ph.D., age 44, is an independent Class II director of Mineralys Therapeutics and has served on the board since May 2022; he is a Partner at RA Capital Management (Partner since Dec 2020; previously Principal 2017–2020, Analyst 2015–2017, Associate 2013–2015) . He holds a B.A. in Biology from College of the Holy Cross, a Ph.D. in Pharmacology from the University of Washington, and completed postdoctoral research at Brigham and Women’s Hospital/Harvard Medical School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RA Capital Management, L.P. | Partner (prev. Principal; Analyst; Associate) | Partner since Dec 2020; Principal Dec 2017–Dec 2020; Analyst Jun 2015–Dec 2017; Associate Jul 2013–Jun 2015 | Life sciences investor; experience cited as qualification for MLYS board |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| 89bio, Inc. | Director | Since April 2018 | Public company directorship |
| Werewolf Therapeutics, Inc. | Director | Since January 2021 | Public company directorship |
| Achilles Therapeutics plc | Director (former) | Prior to 2025 (dates not specified) | Prior public company board |
| Connect Biopharma Holdings Limited | Director (former) | Prior to 2025 (dates not specified) | Prior public company board |
| iTeos Therapeutics, Inc. | Director (former) | Prior to 2025 (dates not specified) | Prior public company board |
| Several privately held biotech companies | Director | Ongoing | Additional private boards |
Board Governance
- Classification and term: Class II director; term expired at the 2025 annual meeting with nomination to serve through the 2028 annual meeting .
- Independence: The board determined Dr. DiRocco is independent under SEC and Nasdaq rules; he also meets independence requirements for the audit and compensation committees .
- Committee assignments (2024): Audit Committee member; Compensation Committee member; not on Nominating & Corporate Governance .
- Committee chair roles: None; Audit chaired by Daphne Karydas; Compensation chaired by Alexander Gold; Nominating & Corporate Governance chaired by Brian Slingsby .
- Meeting attendance: Board met 6 times in 2024; each director attended at least 75% of Board and committee meetings on which they served; Audit met 5 times; Compensation met 5 times; Nominating & Corporate Governance met 3 times .
- Annual meeting attendance: The company encourages attendance but has no formal policy; no director attended the 2024 annual meeting (engagement flag) .
Fixed Compensation (Non‑Employee Director; 2024 actuals and program design)
| Component | 2024 Amount for DiRocco | Program Detail |
|---|---|---|
| Annual cash retainer | $40,000 | 2024 program: $40,000 base retainer |
| Audit Committee member retainer | $7,500 | 2024 member retainer: $7,500 (Audit) |
| Compensation Committee member retainer | $5,000 | 2024 member retainer: $5,000 (Compensation) |
| Total cash fees (reported) | $52,500 | Matches reported “Fees Earned or Paid in Cash” |
| 2025 program changes (for context) | — | Member retainers increased to Audit $10,000; Compensation $7,500; Chair fees increased to Audit $20,000; Compensation $15,000; Chairman/Lead Director retainer $32,500 (effective Jan 1, 2025) |
The reported 2024 cash fees of $52,500 reconcile to the 2024 program: $40,000 base + $7,500 (Audit member) + $5,000 (Comp member) .
Performance Compensation (Equity; structure and 2024 reported)
| Metric | 2024 Detail | Vesting/Terms |
|---|---|---|
| Option awards (grant‑date fair value) | $197,314 | Time‑based options; exercise price = fair market value at grant; vest monthly; annual grants vest over 12 months; initial grants vest over 3 years |
| Annual grant size (2024 program) | 22,000 options (per program) | Vests in substantially equal monthly installments over 12 months following grant |
| Initial grant size (2024 program) | 44,000 options (for newly appointed directors in 2024) | Vests in substantially equal monthly installments over 3 years |
| Outstanding options at 12/31/2024 (designated directors) | 66,000 options (DiRocco) | As of 12/31/2024; exceptions noted for certain directors |
| Acceleration/other terms | Vesting accelerates upon not being presented as a nominee, failure to be re‑elected at the following annual meeting, death/disability, and change in control (per plan) | Options priced at fair market value on grant date |
Performance metrics: None disclosed for director equity; awards are time‑vested options (not PSU/TSR‑linked) .
Other Directorships & Interlocks
| Company | Relationship to MLYS | Interlock/Transaction Notes |
|---|---|---|
| RA Capital Management affiliates | 9.99% beneficial owner (6,520,260 shares) with pre‑funded warrants subject to 9.99% blocker; RA Capital participated in 2024 private placement and 2025 public offering | Potential influence; Audit Committee oversees related‑party transactions; company maintains related person transaction policy |
| 89bio, Werewolf Therapeutics, prior boards (Achilles, Connect Biopharma, iTeos) | External public company board roles | No disclosed business dealings with MLYS in proxy; monitor for future overlaps |
Expertise & Qualifications
- Biopharma investing and scientific training: Extensive healthcare investing experience at RA Capital; Ph.D. in Pharmacology; postdoc at Brigham & Women’s/Harvard Medical School; multiple public company board roles—cited by MLYS as qualifications for Board service .
- Financial literacy: Board states all Audit Committee members meet SEC/Nasdaq financial literacy requirements; Audit Committee chaired by an “audit committee financial expert” (Karydas) .
Equity Ownership
| Holder | Shares/Derivatives | Percent |
|---|---|---|
| Derek DiRocco, Ph.D. | 63,225 shares beneficially owned; comprised of 46,740 vested options and 16,485 options vesting within 60 days; held for the benefit of RA Capital; DiRocco disclaims beneficial ownership and must remit proceeds to RA Capital | <1% |
| RA Capital Management affiliates | 6,520,260 shares; plus pre‑funded warrants for 549,755 shares subject to 9.99% blocker; current cap implies blocker limits additional exercises | 9.99% |
| Hedging/pledging | Company policy prohibits pledging/hedging, margin purchases, short sales, and derivatives by directors/officers/employees | — |
Ownership base: 64,876,228 shares outstanding as of March 25, 2025 .
Related‑Party Exposure and Transactions
- Financing participation: RA Capital purchased 1,672,508 common shares and 549,755 pre‑funded warrants in a Feb 2024 private placement; in Mar 2025 public offering RA Capital purchased 1,296,296 shares; other large holders also participated .
- Oversight: Audit Committee reviews and approves related‑party transactions under a written policy adopted at IPO; policy considers arm’s‑length terms and extent of related person interest .
- Beneficial ownership alignment: DiRocco’s director options are held for the benefit of RA Capital and disclaimed by him, reducing his direct personal economic exposure to MLYS equity .
Compliance, Attendance, and Shareholder Engagement
- Section 16(a): The proxy lists exceptions to timely filings in 2024, including a Form 4 filed May 28, 2024 reporting a May 22, 2024 stock option grant to Dr. DiRocco held for the benefit of RA Capital (indicative of a late filing) .
- Annual meeting attendance: No director attended the 2024 annual meeting; company encourages but does not require attendance .
- Say‑on‑pay: As an Emerging Growth Company, MLYS is not required to conduct advisory say‑on‑pay votes at this time .
Governance Assessment
-
Strengths
- Independent director serving on two key committees (Audit and Compensation), meeting independence and financial literacy standards; committees met regularly in 2024 (Audit 5x; Compensation 5x) .
- Prohibitions on hedging/pledging and a formal related‑party transaction policy; audit committee explicitly charged with related‑party oversight .
- Director compensation structure is modest in cash with equity at‑risk through options, aligning incentives with shareholder value creation; 2025 program modestly increases committee retainers consistent with responsibilities .
-
Potential Conflicts and Watch‑Items
- RA Capital is a 9.99% holder and frequent financing participant; DiRocco is a Partner at RA Capital and holds MLYS director options for RA Capital’s benefit—this concentrated shareholder relationship warrants continued scrutiny of recusal practices and related‑party oversight by the Audit Committee (RED FLAG: perceived conflict risk) .
- No directors attended the 2024 annual meeting despite encouraged attendance (engagement signal); consider investor engagement improvements (RED FLAG: engagement) .
- Section 16(a) exception list includes a DiRocco Form 4 (suggesting a late filing), though administrative and not uncommon in small‑cap biotech (process risk) .
-
Alignment
- DiRocco’s MLYS‑related options are disclaimed and economically for RA Capital, which may dilute his direct “skin‑in‑the‑game”; however, RA Capital’s significant ownership aligns him indirectly with shareholder value .
- Director awards are time‑based options rather than RSUs/PSUs; while levered to stock price, absence of performance conditions is typical for directors but provides less performance linkage than PSUs .
Appendix: Key Quantitative Tables
Director Compensation (2024)
| Director | Fees Earned or Paid in Cash ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| Derek DiRocco, Ph.D. | 52,500 | 197,314 | 249,814 |
Committee Memberships and Meetings (2024)
| Committee | Members | Chair | Meetings (2024) |
|---|---|---|---|
| Audit | Daphne Karydas; Derek DiRocco; Glenn P. Sblendorio | Daphne Karydas | 5 |
| Compensation | Alexander Gold; Derek DiRocco; Brian T. Slingsby | Alexander Gold | 5 |
| Nominating & Corporate Governance | Brian T. Slingsby; Srinivas Akkaraju; Alexander Gold | Brian T. Slingsby | 3 |
Beneficial Ownership (as of March 25, 2025)
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Derek DiRocco, Ph.D. | 63,225 (46,740 vested options; 16,485 options vesting within 60 days; held for RA Capital; beneficial ownership disclaimed) | <1% |
| Entities affiliated with RA Capital Management, L.P. | 6,520,260; plus 549,755 pre‑funded warrants subject to 9.99% blocker | 9.99% |
Director Equity Program (Key Terms)
| Term | 2024 Program | 2025 Program |
|---|---|---|
| Annual Cash Retainer | $40,000 | $40,000 |
| Committee Member Retainers | Audit $7,500; Comp $5,000; N&CG $4,000 | Audit $10,000; Comp $7,500; N&CG $5,000 |
| Committee Chair Retainers | Audit $15,000; Comp $10,000; N&CG $8,000 | Audit $20,000; Comp $15,000; N&CG $10,000 |
| Chairman/Lead Independent Retainer | $30,000 | $32,500 |
| Initial Equity Grant | 44,000 options, 3‑yr monthly vest | 65,800 options, 3‑yr monthly vest |
| Annual Equity Grant | 22,000 options, 12‑mo monthly vest | 32,900 options, 12‑mo monthly vest |
| Other Terms | Options priced at FMV; acceleration upon not being re‑nominated/re‑elected, death/disability, change in control | Same |
Attendance and Governance Practices
| Metric | Detail |
|---|---|
| Board meetings (2024) | 6; each director ≥75% attendance at Board/committee meetings served |
| Annual meeting attendance (2024) | No directors attended; attendance encouraged but not required |
| Hedging/Pledging | Prohibited for directors, officers, employees (including derivatives, margin/short sales) |
| Related‑party oversight | Audit Committee reviews/approves related‑person transactions per written policy adopted at IPO |
| EGC Say‑on‑Pay | Not required to conduct say‑on‑pay votes as an Emerging Growth Company |
| Section 16(a) compliance | Exceptions noted include a DiRocco Form 4 filed May 28, 2024 for a May 22, 2024 grant (late filing) |
Capital Raises Involving Significant Holders
| Date | Security | Proceeds | RA Capital Participation |
|---|---|---|---|
| Feb 2024 (PIPE) | Common + Pre‑Funded Warrants | ~$116.1M net | 1,672,508 common; 549,755 pre‑funded warrants |
| Mar 2025 (Follow‑on) | Common | ~$188.8M net | 1,296,296 common |
These transactions underscore potential related‑party considerations given DiRocco’s RA Capital affiliation; Audit Committee has explicit oversight .
Bottom Line for Investors
- DiRocco is an independent director with deep biopharma investing and scientific credentials, actively serving on Audit and Compensation—key for oversight .
- The principal governance risk is perceived conflict given RA Capital’s 9.99% stake, repeated financing participation, and DiRocco’s options held for RA Capital’s benefit; strong related‑party oversight and recusal practices are critical mitigants (RED FLAG) .
- Engagement signals are mixed—formal meeting attendance is adequate, but no director attended the 2024 annual meeting; a late Section 16 filing for DiRocco was noted (process flag) .