🧾 What This Document Is

This is a DEF 14A, or "Proxy Statement." Think of it as an invitation and a voter's guide for Mirum Pharmaceuticals' upcoming annual shareholder meeting. It explains what will be voted on, provides details about the company's leadership and pay, and gives you the tools to vote your shares, even if you can't attend in person.

📅 The Big Meeting Details

• When: Monday, June 15, 2026, at 9:00 a.m. (Pacific Time).
• Where: In person at the company's headquarters: 989 East Hillsdale Boulevard, Suite 300, Foster City, California 94404.
• Who Can Vote: You must be a shareholder of record by the close of business on April 20, 2026. 👉 This meeting is where shareholders exercise their ownership rights to help steer the company's direction.

🗳️ What You're Voting On (The 3 Proposals)

The meeting has three main items for your vote:

1. Elect Directors: Vote to elect three board nominees (Class I) who will serve until 2029.
2. Ratify the Auditor: Vote to approve Ernst & Young LLP as the company's accountant for 2026. This is a routine, "check-the-box" item.
3. Approve Executive Pay (Advisory): A "Say on Pay" vote to approve, on a non-binding basis, the compensation of the top executives.

👉 Why it matters: Your vote on directors shapes oversight, the auditor vote ensures financial checks, and the pay vote gives management feedback on your satisfaction with their compensation plans.

🏢 What The Company Does

In simple terms, Mirum Pharmaceuticals is a biotechnology company focused on developing and selling medicines for rare liver diseases. Their main product is LIVMARLI, which treats chronic itching in children with certain rare conditions like Alagille syndrome and PFIC. They are also developing other treatments for liver and neurological disorders.

💰 Financial Highlights & Performance

The company reported $521.3 million in total net product sales for 2025, driven by the growth of LIVMARLI. They had a busy and successful year:

• Expansion: LIVMARLI is now commercially available in 33 countries.
• Key Approvals: They got FDA and European approval for LIVMARLI tablets, and FDA approval for another drug, CTEXLI®.
• Pipeline Progress: Advanced new drug candidates, including studies for Fragile X syndrome.

👉 This shows a company moving from a development stage to a commercial stage, with multiple products driving significant revenue.

👥 Board & Governance

The board is led by an independent Chair, Michael Grey, separating that role from the CEO (Christopher Peetz). This structure is meant to strengthen independent oversight. Most of the board members are deemed "independent." The company engages heavily with its shareholders; in 2025, they talked with investors owning over 70% of the company.

👉 This governance setup is designed to ensure management is accountable to shareholders, not just itself.

⚖️ Executive Compensation

The pay philosophy ties a large portion of executive pay to performance. For 2025:

• 92.5% of the CEO's total reported compensation was "at-risk" (bonus + equity).
• The average for other top executives was 84.1%. Compensation includes a base salary, an annual cash bonus (based on hitting company goals), and long-term equity awards (like stock options) that vest over time. There were no major changes to the program after shareholders approved last year's "Say on Pay" with 96% support.

👉 The message is clear: Executives are rewarded if the company and stock perform well, directly aligning their interests with yours.

🔮 What's Next

The company is focused on continuing to grow its commercial products, advancing its pipeline of new drugs, and integrating its recent acquisition of Bluejay Therapeutics (which added a potential treatment for hepatitis delta). Their strategy is built around becoming a leading biopharmaceutical company in rare diseases.

⚖️ Big Picture: Strengths & Risks

• 👍 Strengths: Strong recent revenue growth, multiple approved drugs with global reach, a pipeline in promising areas, and a compensation plan that aligns pay with performance.
• ⚠️ Risks: As a biotech, it faces inherent risks like clinical trial failures, regulatory hurdles, competition, and reliance on the continued success of its key products like LIVMARLI.

🧠 The Analogy

Think of the shareholder meeting like a yearly review for a company's "owners" (the shareholders). The board is presenting its report card (financials and achievements), introducing the management team (directors and executives), proposing the future plans (strategy), and asking you, the owner, to vote on key hires, the financial auditor, and whether you think the managers have earned their bonuses.

🧩 Final Takeaway

This proxy statement outlines a company that has delivered strong commercial growth and is asking shareholders to endorse its leadership, its financial auditor, and its performance-linked executive pay. Your vote is a chance to have a say in the oversight and direction of a growing pharmaceuticals business focused on rare diseases.