UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Determination Not to stand for Re-Election at 2022 Annual Meeting - Sarah Y. Vinson as Director
On March 24, 2022, Sarah Y. Vinson, M.D. notified the Board of Directors (the “Board”) of Mind Medicine (MindMed) Inc. (the “Company”) that she will not stand for re-election as a director of the Company at its 2022 Annual Meeting and that she will serve her current term until immediately prior to the 2022 Annual Meeting. In her notice to the Company, Dr. Vinson indicated that her decision was not the result of any disagreement with the Company, its management, or the Board.
On March 24, 2022, the Board adopted a resolution to reduce the size of the Board from six members to five members effective as of the date of the 2022 Annual Meeting.
Separation - David D. Guebert as Chief Financial Officer
On March 25, 2022, David D. Guebert and the Company agreed to a separation from the Company with Mr. Guebert’s last day of employment on March 31, 2022. The separation was not related to any disagreements with the Company on any matter relating to its operations, policies, practices or any issues regarding financial disclosures, accounting or legal matters.
A copy of the press release announcing Mr. Guebert’s separation is attached hereto as Exhibit 99.1 and is incorporated into this Item 5.02 by reference.
Named Executive Officer Compensation
On March 24, 2022, the Board, following a review of the Company’s executive compensation program by its Compensation Committee and recommendations, approved certain increases to the base salaries effective April 1, 2022, the payment of cash bonuses for fiscal year 2021 and certain equity awards for certain named executive officers as follows:
| Name and Principal Position | Fiscal Year 2021 Cash Bonus Award ($) |
Fiscal Year 2021 Other Payments |
Fiscal Year 2022 Annual Base Salary ($)(1) |
Fiscal Year 2022 Options |
Fiscal Year 2022 Restricted Stock Units |
|||||||||||||||
| Robert Barrow Chief Executive Officer |
$ | 233,411 | $ | 154,082 | (2) | $ | 565,000 | 2,910,000 | (3) | 1,820,000 | (3) | |||||||||
| Miri Halperin Wernli Executive President |
$ | 175,000 | $ | 50,000 | $ | 390,000 | 780,000 | (3) | 600,000 | (3) | ||||||||||
| Dr. Daniel R. Karlin Chief Medical Officer |
$ | 175,000 | $ | 75,000 | $ | 425,000 | 1,250,000 | (3) | 950,000 | (3) | ||||||||||
| Cynthia Hu Chief Legal Officer, Secretary |
$ | 10,400 | — | $ | 390,000 | 1,560,000 | (4) | 1,200,000 | (4) | |||||||||||
| (1) | Adjustments to the executive officers’ base salaries are effective as of April 1, 2022. |
| (2) | Represents the additional amount that Mr. Barrow would have been paid in 2021 if his base salary was $565,000 beginning June 9,2021, in accordance with Mr. Barrow’s previously approved CEO offer letter. |
| (3) | Vesting monthly over 48 months from the vesting commencement date. |
| (4) | Vesting 25% on the 1st anniversary of employment then 1/48th monthly thereafter for 36 months. |
2022 Incentive Bonus Program Information
Additionally, the Board approved the Company’s 2022 cash bonus targets. Target performance bonus percentages for fiscal year 2022 for the Company’s named executive officers are set forth below and expressed as a percentage of the corresponding 2022 annual base salary.
| Name |
2022 Target Bonus Percentage |
|||
| Robert Barrow Chief Executive Officer |
50 | % | ||
| Miri Halperin Wernli Executive President |
40 | % | ||
| Dr. Daniel R. Karlin Chief Medical Officer |
40 | % | ||
| Cynthia Hu Chief Legal Officer, Secretary |
40 | % | ||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Press Release, dated March 25, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MIND MEDICINE (MINDMED) INC. | ||||||
| Date: March 25, 2022 | By: | /s/ Cynthia Hu | ||||
| Name: | Cynthia Hu | |||||
| Title: | Chief Legal Officer & Secretary | |||||