Jon Congleton
About Jon Congleton
Jon Congleton, 61, is President & Chief Executive Officer of Mineralys Therapeutics and a Class I director, roles he has held since November 2020; he holds a B.S. in Marketing from Kansas State University . Prior leadership includes CEO roles at Impel NeuroPharma (2017–2020) and Nivalis Therapeutics (2015–2017), and senior commercial roles over 18 years at Teva Pharmaceutical Industries . Mineralys is an emerging growth company and does not provide TSR or revenue/EBITDA linkage in its proxy; executive cash bonuses were paid at 95% of target in 2024 and 2023, and 115% of target in 2022, tied to clinical, regulatory, manufacturing, BD, and financing milestones .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Impel NeuroPharma, Inc. | Chief Executive Officer | Sep 2017–May 2020 | Public-company CEO experience in biopharma leadership |
| Nivalis Therapeutics, Inc. | Chief Executive Officer & Director | Jan 2015–Feb 2017 | CEO and board governance experience at a public biotech |
| Teva Pharmaceutical Industries | SVP Global CNS; SVP Global Medicine Group; GM Teva Neuroscience US | 1996–2014 (various) | Senior commercial leadership across CNS and global medicine |
| Sanofi predecessor companies | Commercial roles | ~10 years pre-Teva | Large-cap pharma commercial experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Nivalis Therapeutics, Inc. | Director | 2015–2017 | Board directorship concurrent with CEO role |
Fixed Compensation
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Base Salary ($) | $346,484 | $416,667 | $517,000 | $580,000 |
| Target Bonus (%) | 25% (offer letter baseline) | 25% originally; increased to 40% in Mar 2023 | 50% | 55% |
| Non-Equity Incentive Payout ($) | $133,000 | $120,750 | $245,575 | $303,050 |
| Bonus Payout vs Target | n/a | 115% | 95% | 95% |
| Option Awards ($ grant-date fair value) | $9,536 | — | $4,579,482 | $4,537,818 |
| Stock Awards ($ grant-date fair value) | — | $1,118,118 | — | — |
| All Other Compensation ($) | $10,267 | $12,200 | — (scaled EGC disclosure) | — (scaled EGC disclosure) |
Performance Compensation
| Year | Corporate Goal Categories | Target Bonus % | Payout % of Target | Bonus Paid ($) | Vesting/Timing Notes |
|---|---|---|---|---|---|
| 2022 | Clinical, nonclinical, regulatory, manufacturing, BD, financing | 25% → 40% (board increased post-period) | 115% | $120,750 | Bonuses typically paid following year |
| 2023 | Clinical, nonclinical, regulatory, manufacturing, BD, financing | 50% | 95% | $245,575 | Paid in early 2024 |
| 2024 | Clinical, nonclinical, regulatory, manufacturing, BD, financing | 55% | 95% | $303,050 | Paid in early 2025 |
- The company does not disclose metric weightings or line-item targets; payouts are determined by the compensation committee’s assessment against annual corporate goals .
Equity Ownership & Alignment
| Ownership detail (as of Mar 25, 2025) | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 1,265,447 | Includes shares and options exercisable/vesting within 60 days under SEC rules |
| Beneficial ownership (%) | 1.94% | Based on 64,876,228 shares outstanding |
| Shares subject to repurchase (unvested RS) within 60 days | 167,789 | Unvested restricted stock subject to company repurchase |
| Options exercisable within 60 days | 387,839 | Vested or vesting within 60 days |
| Hedging/Pledging | Prohibited for officers/directors (no collars, swaps, margin, shorts, derivatives) | Company insider trading policy |
Outstanding Equity Awards at FY-end (Dec 31, 2024)
| Grant Date | Exercisable Options (#) | Unexercisable Options (#) | Exercise Price | Expiration | Unvested RS (#) | Market Value of Unvested RS |
|---|---|---|---|---|---|---|
| 3/12/2021 | 24,082 | — | $0.54 | 3/11/2031 | — | — |
| 2/9/2023 | 114,604 | 135,442 | $16.00 | 2/9/2033 | — | — |
| 3/17/2023 | 43,662 | 56,138 | $15.44 | 3/17/2033 | — | — |
| 2/13/2024 | — | 425,000 | $14.25 | 2/13/2034 | — | — |
| 7/12/2022 (RS) | — | — | — | — | 239,697 | $2,950,670 (at $12.31 close on 12/31/24) |
- Option vesting: 25% at first anniversary of grant/vesting commencement, remainder in substantially equal monthly installments over 36 months, subject to continuous service .
- 2022 restricted stock vesting was amended to vest in quarterly 3/48ths after June 10, 2024, subject to continuous service .
Insider Trading Activity
- A Form 4 disclosed Congleton’s sale of common stock on June 20, 2024 under a Rule 10b5-1 plan adopted January 30, 2024, noted as a late filing in the 2025 proxy .
Employment Terms
| Scenario | Cash Severance | Bonus Treatment | Equity Treatment | Health Benefits | Other |
|---|---|---|---|---|---|
| Termination without Cause / Good Reason (outside CIC) | 12 months base salary (CEO) | Pro-rated target annual bonus (cash lump sum) | Time-based awards accelerated to the amount that would have vested during severance period | COBRA premiums paid/reimbursed through severance period or until eligible elsewhere | Release required; proprietary information agreement compliance |
| Termination within CIC period (3 months prior to or 12 months post-CIC) | 18 months base salary (CEO) | Cash lump sum equal to 150% of then target annual bonus (CEO) | Accelerated vesting of time-based awards; pre-IPO equity accelerated only if termination within 12 months after CIC for CEO | COBRA premiums paid/reimbursed through severance period or until eligible elsewhere | “Best pay cap” 280G reduction if it yields greater net after-tax benefit |
| Restrictive covenants | One-year post-termination non-solicitation in proprietary information agreement | — | — | — | — |
- Definitions of Cause and Good Reason are set forth in employment letters .
- Clawback policy adopted Oct 2023 for incentive-based compensation upon restatements, applicable to current/former executive officers .
- Retirement benefits: 401(k) with 4% company match; executives participate on same basis as employees .
Board Governance
| Item | Detail |
|---|---|
| Board service start date | November 2020 (CEO and Director) |
| Board class/term | Class I; term expires at 2027 annual meeting |
| Committee roles | None disclosed for Congleton; compensation, audit, and nominating committees are composed of independent directors |
| Independence | Not independent; all other directors are independent under Nasdaq rules |
| Board leadership | Chairman role separated from CEO; current Chairman Glenn P. Sblendorio |
| Attendance | Board met 6 times in 2024; each director attended ≥75% of meetings/committees served |
Director Compensation
- Non-employee director program: $40,000 annual retainer; additional retainers for chair/member roles; initial option grant and annual option grants with standard vesting; amended/raised retainer amounts effective Jan 1, 2025 .
- Congleton is not listed in the 2024 non-employee director compensation table, indicating no separate director fees beyond executive compensation .
Investment Implications
- High equity alignment with substantial unvested RS (239,697 shares) and large multi-year option grants (e.g., 425,000 options at $14.25 in Feb 2024) that vest monthly over three years; expect periodic vest-driven supply from scheduled vesting and potential 10b5-1 plan sales .
- Strong retention economics in a CIC: 18 months base salary and 150% of target bonus, plus accelerated vesting of time-based awards for the CEO, lowering near-term departure risk but increasing golden-parachute costs in an M&A scenario .
- Governance mitigants: separation of Chairman and CEO roles and independent committee composition enhance oversight and compensation discipline; hedging/pledging prohibitions reduce misalignment/leverage risks .
- Cash bonus payouts at 95% of target in 2024/2023 and 115% in 2022 reflect consistent goal attainment across clinical, regulatory, manufacturing, BD, and financing milestones; lack of disclosed metric weightings limits pay-for-performance precision analysis .
Notes: Mineralys is an emerging growth company and is not required to hold say-on-pay advisory votes or provide a CD&A; thus, detailed performance metric weightings and peer benchmarking are not disclosed **[1933414_0001933414-25-000036_mlys-20250408.htm:2]**.