Mind Medicine (MindMed) Inc.
Non-Employee Director Compensation Policy
Effective as of June 1, 2022
Amended August 11, 2022
Amended June 8, 2023
Each member of the Board of Directors (the “Board”) who is not also serving as an employee of or consultant to Mind Medicine (MindMed) Inc. (the “Company”) or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation described in this Non-Employee Director Compensation Policy for his or her Board service upon and following the date first set forth above (the “Effective Date”). An Eligible Director may decline all or any portion of his or her compensation by giving notice to the Company prior to the date cash may be paid or equity awards are to be granted, as the case may be. This policy is effective as of the Effective Date and may be amended at any time in the sole discretion of the Board. Except as otherwise explicitly stated herein, all references in this Policy to currency refer to U.S. dollars.
The annual cash compensation amount set forth below will be payable to Eligible Directors in equal quarterly installments, payable in arrears on or promptly following the last day of each fiscal quarter in which the service occurred, commencing with respect to services provided on and after the Effective Date. If an Eligible Director joins the Board or a committee of the Board at a time other than effective as of the first day of a fiscal quarter, each annual retainer set forth below will be pro-rated based on days served in the applicable fiscal quarter, with the pro-rated amount paid on or promptly following the last day of the first fiscal quarter in which the Eligible Director provides the service and regular full quarterly payments thereafter. All annual cash fees are vested upon payment.
The Company will reimburse Eligible Directors for ordinary, necessary and reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in Board and committee meetings; provided, that the Eligible Director timely submits to the Company appropriate documentation substantiating such expenses in accordance with the Company’s travel and expense processes.
The equity and equity-based compensation set forth in this Section III will be granted under and subject to the terms of the Mind Medicine (MindMed) Inc. Performance and Restricted Share Unit Plan or successor plan thereto (the “RSU Plan”), the Mind Medicine (MindMed) Inc. Stock Option Plan or successor plan thereto (the “Option Plan,” and collectively with
the RSU Plan, the “Equity Plans”), and/or the Mind Medicine (MindMed) Inc. Directors’ Deferred Share Unit Plan or successor plan thereto (the “DDSU Plan”), in each case, to the extent applicable and subject to the applicable award agreements thereunder. All Options granted under this policy will be nonstatutory stock options, with an exercise price per share equal to 100% of the Fair Market Value (as defined in the Option Plan) of the underlying Common Shares, and a term of ten years from the grant date (subject to earlier termination in connection with a termination of service, as provided in the Option Plan and applicable stock option grant notice and award agreement).
The number of RSUs, Common Shares and DDSUs underlying Initial Grants and Annual Grants (as defined in Section 3), as applicable, will be determined as set forth in this paragraph, unless otherwise determined by the Board. To the extent an Initial Grant is provided in the form of RSUs, the number of RSUs shall be determined by dividing the target grant value by the closing price of a Common Share on the Nasdaq Stock Market on the prior trading day before the grant date. To the extent an Initial Grant is provided in the form of Options, the number of Common Shares underlying such Option shall be determined based on the applicable Black-Scholes value as of the grant date. To the extent an Initial Grant is provided in the form of DDSUs, the number of DDSUs will be determined by dividing the target grant value by the closing price of a Common Share on the Nasdaq Stock Market on the prior trading day before the grant date.
The Annual Grant will vest over a one-year period measured from the grant date, or in any event no later than the date immediately prior to the next Annual Meeting, subject in any case to the Eligible Director’s continuous service as a member of the Board through such vesting date. Annual Grants in the form of RSUs will vest in four equal quarterly installments measured from the grant date; Annual Grants in the form of Options or DDSUs will vest in twelve equal monthly installments measured from the grant date.
The number of RSUs, Common Shares or DDSUs, as applicable, subject to each Annual Grant shall be determined in the same manner as for Initial Grants, as described in the last paragraph of Section III.2. above.