Business Context and Reporting Period
This Form 8-K Current Report is filed by Mind Medicine (MindMed) Inc. (not Definium Therapeutics, Inc.) on May 27, 2025. The filing reports the appointment of a new Chief Financial Officer and the associated compensatory arrangements. The Company is an emerging growth company incorporated in British Columbia, with its principal executive offices in New York, New York.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on executive compensation and personnel changes.
Material Changes
The primary material change reported is the appointment of Brandi L. Roberts as Chief Financial Officer, effective June 2, 2025. Concurrently, Carrie Liao will cease serving as the Company's principal financial officer and principal accounting officer. Ms. Roberts brings over 25 years of financial leadership experience in the life sciences industry, most recently serving as CFO of Longboard Pharmaceuticals, Inc.
Compensation, Guidance, and Risks
Compensatory Arrangements:
The Company entered into an employment agreement with Ms. Roberts containing the following terms:
- Base Salary: $495,000 annually.
- Cash Bonus: Discretionary annual bonus with a target of 40% of base salary, pro-rated for 2025.
- Equity Inducement Awards:
- Stock Options: 500,000 options to purchase common shares. Exercise price equals the closing price on May 30, 2025. Vesting occurs over four years (25% on first anniversary, remaining 75% monthly).
- Performance Share Units (PSUs): 125,000 PSUs (at target). Vesting occurs on the third anniversary based on performance metrics (range 0%-200% of target).
Severance Benefits:
- Non-Change in Control: 9 months of base salary and COBRA coverage if terminated without Cause or resignation for Good Reason.
- Change in Control: 12 months of base salary, 12 months of COBRA, 100% of target bonus for the current and prior fiscal years, and full acceleration of time-based equity vesting.
Guidance and Outlook:
The filing contains no financial guidance, outlook, or management commentary regarding business operations or future performance.
Investor Verification Checklist
- Verify the exact exercise price of the 500,000 stock options granted to Ms. Roberts, which is based on the closing share price on May 30, 2025.
- Review the specific performance metrics for the 125,000 PSUs, which are detailed in the Form of Performance Share Unit Grant Agreement filed with the SEC.
- Confirm the transition timeline for Carrie Liao's departure from her roles as principal financial and accounting officer.
- Monitor the upcoming Form 10-Q for the quarter ending June 30, 2025, which will include the full text of the Employment Agreement.