DEF 14A of Definium Therapeutics, Inc., Apr 26, 2024

DEF 14A of Definium Therapeutics, Inc.

Filed Apr 26, 2024 · FY20230001104659-24-052454

Open on EDGAR

  1. Nominees for Director

    Nominees for Director The names of the nominees for directors and certain information about each individual as of April 26, 2024 unless noted otherwise, are set forth below:

  2. Nominees for Director

    | Name | Position(s) and Committee Membership on MindMed Board | Current Position and Summary of Relevant Experience | Director Since | Age | Independent | | Carol A. Vallone | Board Chair, Chair of Compensation Committee and member of Audit Committee | • Chair of the board of trustees of McLean Hospital (affiliate of Harvard Medical School) • Member of the board of trustees of Mass General Brigham • Chair of the board of directors of RiaHealth and CrowdComfort • Board member of Cresco Labs, Inc.; Bain Capital double impact portfolio company, Arosa; and Hightop Health • Industry Advisor for Berkshire Partners and Advisory Board member for Longitude Capital | 2021 | 67 | Yes | | Andreas Krebs | Vice Board Chair, Chair of Nominating and Corporate Governance Committee and member of Audit Committee | • Former President and Executive board member of Wyeth Corporation • Heads family-owned investment company, Longfield Invest GmbH • Board member of IDT Biopharma • Industry advisor for Nordic Capital | 2021 | 66 | Yes |

  3. Nominees for Director

    | Name | Position(s) and Committee Membership on MindMed Board | Current Position and Summary of Relevant Experience | Director Since | Age | Independent | | Dr. Suzanne Bruhn | Member of Compensation Committee and Nominating and Corporate Governance Committee | • Chief Executive Officer of the Charcot-Marie-Tooth Association (CMTA) • Board member of Pliant Therapeutics, Inc., Travere Therapeutics, Inc. and Vigil Neuroscience, Inc. | 2022 | 60 | Yes | | Dr. Roger Crystal | Member of Compensation Committee and Nominating and Corporate Governance Committee | • Former President, Chief Executive Officer and board member of Opiant Pharmaceuticals, Inc. • Lead inventor of NARCAN Nasal Spray | 2022 | 47 | Yes | | David Gryska | Chair of Audit Committee and Audit Committee Financial Expert | • Former Chief Financial Officer of Incyte Corporation and Celgene Corporation • Member of the board and the audit committee of Forte Biosciences, Inc. | 2023 | 68 | Yes | | Robert Barrow | Chief Executive Officer | • Former Chief Development Officer of MindMed • Former Director of Drug Development & Discovery at Usona Institute and former Chief Operating Officer and Director of Olatec Therapeutics LLC • Pharmaceutical executive and clinical pharmacologist with over a decade of experience leading drug development programs in a variety of disease areas | 2021 | 35 | No |

  4. Nominees for Director

    As further described in “Proposal No. 1 — Election of Directors,” we believe that (i) Ms. Vallone’s financial and executive expertise, leadership and governance experience on several psychiatric services and healthcare industry boards make her qualified to serve on our Board, (ii) Mr. Krebs’ financial background, executive leadership, including his tenure as President of a major healthcare corporation, and investment experience make him qualified to serve on our Board, (iii) Dr. Bruhn’s executive and public company governance experience and her industry knowledge make her qualified to serve on our Board, (iv) Dr. Crystal’s extensive experience as a pharmaceutical executive and a medical doctor makes him qualified to serve on our Board, (v) Mr. Gryska’s experience as a senior financial executive at several life sciences and biotechnology companies makes him qualified to serve on our Board and (vi) Mr. Barrow’s deep knowledge of the Company and industry experience make him qualified to serve on our Board.

  5. Executive Compensation Highlights

    | What We Do | What We Don’t Do | | • Emphasize “at-risk” compensation and long-term equity incentives | • No “single trigger” change in control cash payments | | • Tie performance bonus-based cash opportunities to defined corporate objectives and formally cap payouts | • No substantially enhanced benefits or perquisites that are not available to all employees | | • Seek and value shareholder feedback on compensation practices | • No guaranteed bonuses or base salary increases | | • Retain an independent compensation consultant | • No tax “gross-ups” on severance or change in control payments |

  6. Executive Compensation Highlights

    | What We Do | What We Don’t Do | | • Prohibit hedging or pledging of our common shares | | | • Entered into executive employment agreements and set executive compensation (including salary, bonus target and long-term incentive compensation) based on industry data from a comparable set of peer companies | |

  7. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  8. Nominees for Election

    Nominees for Election The Nominating and Corporate Governance Committee seeks to assemble a board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct our business. To that end, the Nominating and Corporate Governance Committee has identified and evaluated nominees in the broader context of the Board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment and other qualities that the Nominating and Corporate Governance Committee views as critical to effective functioning of the Board. The brief biographies below include information, as of the date of this Proxy Statement, regarding the specific and particular experience, qualifications, attributes or skills of each director nominee that led the Board, based on the recommendation of the Nominating and Corporate Governance Committee, to nominate that nominee for continued service on the Board.

  9. Nominees for Election

    | Name, Province or State and Country of Residence | Age(1) | Date Appointed to the Board | Principal Occupation During the Past 5 Years | | Carol A. Vallone(2)(3)(5) Massachusetts, USA | 67 | September 29, 2021 | Chair of the Board of the Company Chair of the board of trustees of McLean Hospital (affiliate of Harvard Medical School) Member of the board of trustees and finance committee for Mass General Brigham, an integrated healthcare system Member of the board, member of the compensation committee member and member of the executive committee of Cresco Labs, Inc. Member of the Board of Bain Capital Double Impact portfolio company, Arosa; and member of the board of HighTop Health Chair of the board of SV Health Investors portfolio company, Ria Health; and board chair of CrowdComfort Industry advisor for Berkshire Partners and advisory board member for Longitude Capital | | Andreas Krebs(3)(4)(5) Rheinland, Germany | 66 | September 29, 2021 | Vice Chair of the Board of the Company Former President and Executive board member of Wyeth Corporation Heads family-owned investment company, Longfield Invest GmbH Member of the board at IDT Biopharma Industry advisor for Nordic Capital | | Dr. Suzanne Bruhn(2)(4)(5) New Hampshire, USA | 60 | August 11, 2022 | Member of the Board of the Company Chief Executive Officer of the Charcot-Marie-Tooth Association (CMTA) Member of boards of directors of Pliant Therapeutics, Inc., Travere Therapeutics, Inc. and Vigil Neuroscience, Inc. | | Dr. Roger Crystal(2)(4)(5) California, USA | 47 | August 11, 2022 | Member of the Board of the Company Former President, Chief Executive Officer and member of the board of Opiant Pharmaceuticals, Inc. | | David Gryska(3)(5) North Carolina, USA | 68 | June 21, 2023 | Member of the Board of the Company Former Executive Vice President and Chief Financial Officer of Incyte Corporation Former Chief Financial Officer of Celgene Corporation Former member of the boards of directors of GW Pharmaceuticals plc, Aerie Pharmaceuticals Inc. and Seagen Inc. Member of the board of directors and audit committee of Forte Biosciences, Inc. |

  10. Nominees for Election

    | Name, Province or State and Country of Residence | Age(1) | Date Appointed to the Board | Principal Occupation During the Past 5 Years | | Robert Barrow(5) Wisconsin, USA | 35 | December 13, 2021 | Chief Executive Officer and member of the Board of the Company Former Director of Drug Development & Discovery of Usona Institute Former Chief Operating Officer and Director of Olatec Therapeutics LLC |

  11. Nominees for Election

    As of April 26, 2024. (2) Member of the Compensation Committee. Carol A. Vallone is the Chair of the Compensation Committee. (3) Member of the Audit Committee. David Gryska is the Chair of the Audit Committee. (4) Member of the Nominating and Corporate Governance Committee. Andreas Krebs is the Chair of the Nominating and Corporate Governance Committee. (5) See “Security Ownership of Certain Beneficial Owners and Management” for information about the common shares beneficially owned by each of our directors. Carol A. Vallone has served as a director of the Company since September 2021 and Chair of the Board since December 2021. Ms. Vallone has served as a Trustee at McLean Hospital, the US News & World Report #1 psychiatric hospital in the nation, and the largest psychiatric affiliate of Harvard Medical School, since June 2007 and has served as Chair of the Board of Trustees at McLean Hospital since March 2018. She also serves on the board of trustees of Mass General Brigham, an integrated healthcare system, since July 2022 and on the finance committee at Mass General Brigham since March 2018. Additionally, Ms. Vallone has served as a board member for the publicly traded cannabis and medical marijuana company Cresco Labs (CSE: CL) since July 2020, as a board member for a Bain Capital Double Impact portfolio company, Arosa, since June 2019, and as a board member for HighTop Health since September 2023. She has been Chair of the Board of Ria Health, a SV Health Investors portfolio company since June 2022, and Chair of the Board of CrowdComfort since October 2023. She is an Industry Advisor for the investment firm, Berkshire Partners and an Advisory Board Member of the healthcare-focused venture growth firm, Longitude Capital. Ms. Vallone has served as founder and Chief Executive Officer of higher education e-learning companies that she successfully launched, scaled globally and sold; held management positions in leading enterprise technology companies; and served on the boards of a public bank and a private-equity backed e-commerce company that went public. Ms. Vallone earned her Bachelor of Science in Business Administration from the University of Delaware. We believe that Ms. Vallone’s strategic, financial, executive and governance experience received from her service on the boards of trustees for nationally ranked psychiatric and medical hospitals; extensive experience building and selling global companies; and experience as a director and advisor to several public and private healthcare services companies make her qualified to serve on our Board. Andreas Krebs has served as a director of the Company since September 2021 and Vice Chair of the Board since December 2021. Mr. Krebs has headed the family-owned investment company, Longfield Invest, since 2010, which focuses on growth companies in various industries as well as in the new economy. He has worked in seven countries across Latin America, Asia and Canada, and as President and Executive Board Member of Wyeth Corporation in the United States. Mr. Krebs was Chairman of the Supervisory Board and Shareholder Council of Merz Pharma, Frankfurt am Main, Germany from 2010 to 2019 and holds other board positions at private companies across various sectors. He is also an Industry Advisor for the investment firm, Nordic Capital. Furthermore, he serves as Chairman of the private non-governmental organization, Förderverein Girassol eV, which supports children and young people from socially difficult backgrounds in São Paulo, Brazil. Mr. Krebs received degrees in Commercial Management/Business Administration of BSE Academy, State of Hessen/Germany and In-house Academy of Woelm Pharma, Eschwege, Germany. We believe that Mr. Krebs’ financial background and experience as an international pharmaceutical executive and investment experience make him qualified to serve on our Board. Suzanne Bruhn, Ph.D. has served as a director of the Company since August 2022. She is the Chief Executive Officer of the Charcot-Marie-Tooth Association (CMTA), a patient advocacy organization focused on developing treatments for CMT, an inherited progressive peripheral neuropathy, a role she has held since November 2023. Prior to that she was the President and Chief Executive Officer of Tiaki Therapeutics, a private preclinical biotechnology company from May 2019 through November 2023. Prior to that, Dr. Bruhn served as President and Chief Executive Officer of Proclara Biosciences, Inc., a private, clinical-stage biotechnology company, from April 2017 until September 2018. Prior to that, Dr. Bruhn served as President and Chief Executive of Promedior, Inc., a private, clinical-stage biotechnology company, from 2012 until 2015. Dr. Bruhn previously held numerous senior leadership roles at Shire Human Genetic Therapies, Inc. (a part of Shire Plc.) including as senior vice president of global regulatory affairs. Dr. Bruhn has served on the boards of directors of Vigil Neuroscience, a publicly traded microglia-focused therapeutics company (NASDAQ: VIGL), since July 2022; Travere Therapeutics, Inc., a publicly traded pharmaceutical company (NASDAQ: TVTX), since April 2020; and Pliant Therapeutics, Inc., a publicly traded pharmaceutical company (NASDAQ: PLRX), since 2016. Dr. Bruhn previously served on the boards of directors of Avalo Therapeutics, Inc. (fka Cerecor Inc.), a publicly traded pharmaceutical company (NASDAQ: AVTX) from April 2020 to December 2021; Aeglea BioTherapeutics, Inc., a publicly traded biotherapeutics company (NASDAQ: AGLE), from 2017 through August 2020; Novelion Therapeutics, Inc., a biopharmaceutical company, from 2017 through January 2020; and Raptor Pharmaceuticals Corp., a former publicly traded pharmaceutical company, from 2011 until it was acquired by Horizon Pharma plc in 2016. Dr. Bruhn holds a Bachelor of Science in Chemistry from Iowa State University, a Doctor of Philosophy in Chemistry from the Massachusetts Institute of Technology and was a postdoctoral fellow in the Department of Human Genetics at Harvard Medical School. We believe that Dr. Bruhn’s experience as chief executive officer of several biotech companies and her service as a member of the board of directors of several public companies in the life sciences industry provide her with relevant public company governance experience and industry knowledge and make her qualified to serve on our Board.

  12. Nominees for Election

    David Gryska has served as a director of the Company since June 21, 2023. Mr. Gryska previously served as Executive Vice President and Chief Financial Officer of Incyte Corporation, a publicly traded pharmaceutical company (NASDAQ: INCY), from 2014 until his retirement in December 2018. Additionally, Mr. Gryska served as Chief Operating Officer and a director of Myrexis, Inc., a publicly traded biopharmaceutical company in 2012. From 2006 to 2010, Mr. Gryska served as Senior Vice President and Chief Financial Officer of Celgene Corporation, a former publicly traded pharmaceutical company acquired by Bristol-Myers Squibb Company. From 2004 to 2006, Mr. Gryska was a principal at Strategic Consulting Group, where he provided strategic consulting to early-stage biotechnology companies. Previously, Mr. Gryska served at Scios Inc., a former publicly traded biopharmaceutical company acquired by Johnson & Johnson, as Senior Vice President and Chief Financial Officer from 2000 to 2004 and as Vice President of Finance and Chief Financial Officer from 1998 to 2000. From 1993 to 1998, Mr. Gryska served as Vice President, Finance and Chief Financial Officer at Cardiac Pathways Corporation, a former publicly traded medical device company acquired by Boston Scientific Corporation. Prior to Cardiac Pathways, Mr. Gryska served as a partner at Ernst & Young LLP in California. Mr. Gryska has served on the board of directors of Forte Biosciences, Inc., a publicly traded biopharmaceutical company (NASDAQ: FBRX) since January 2023. Mr. Gryska previously served on the boards of directors of Seagen Inc., a former publicly traded biopharmaceutical company, from 2005 through its acquisition by Pfizer in December 2023; Aerie Pharmaceuticals, a former publicly traded pharmaceutical company, from 2018 to 2022; GW Pharmaceuticals, a former publicly traded pharmaceutical company, from 2020 to 2021; and PDL BioPharma, a former publicly traded pharmaceutical company, from 2014 to 2020. Mr. Gryska holds a Bachelor of Arts in Accounting and Finance from Loyola University and an M.B.A. from Golden Gate University. We believe that Mr. Gryska’s experience as the chief financial officer and director at a number of public life sciences and biotechnology companies, in addition to his extensive audit and compliance experience and financial expertise, makes him qualified to serve on our Board. Roger Crystal, M.D. has served as a director of the Company since August 2022. Dr. Crystal has served as Chief Executive Officer and Chairman of W12 Therapeutics since December 2023 and CEO of Crystal Healthcare Advisory LLC since 2023. Prior to that, Dr. Crystal was the President, Chief Executive Officer and Director of Opiant Pharmaceuticals, Inc., a biopharmaceutical company, which was listed on NASDAQ. Dr. Crystal held this position from 2019 until the company was acquired by Indivior PLC in March 2023. Dr. Crystal led the development of NARCAN® Nasal Spray for opioid overdose, which led to U.S. Food and Drug Administration approval and is the lead inventor on the product’s patents. Dr. Crystal previously served as the Chief Business Officer for ImaginAb, a venture capital-backed biotechnology company, from 2004 to 2016. He began his business career with roles at Goldman Sachs, A.T. Kearney, and GE Healthcare. Prior to his business career, Dr. Crystal worked for several years as a surgeon, specializing in ear, nose and throat, head and neck surgery at leading institutions including Imperial College Healthcare, London and was awarded Membership of The Royal College of Surgeons of England (MRCS). Dr. Crystal holds a Bachelor of Medical Sciences in Physiology and a Doctor of Medicine from the University of Birmingham, UK and a Master of Business Administration from the London Business School. We believe that Dr. Crystal’s extensive experience leading a pharmaceutical company as its chief executive officer, his background and training as a medical doctor and his strong background in clinical research, product development and commercialization make him qualified to serve on our Board. Robert Barrow has served as the Chief Executive Officer of the Company since June 2021 and as a director of the Company since December 2021. Prior to his current position, he served as our Chief Development Officer and Senior Vice President of Development from January 2021 to June 2021. Mr. Barrow previously was the founder of Jasper Biopharmaceutical Advisors from July 2020-January 2021, where he provided consulting services to a number of pharmaceutical companies, including MindMed. Prior to that, Mr. Barrow served as Director of Drug Development & Discovery at the Usona Institute from January 2019 to July 2020, where he oversaw the organization’s research and development activities. Prior to joining the Usona Institute, Mr. Barrow served as Chief Operating Officer and a director of Olatec Therapeutics, LLC, a private, clinical-stage biopharmaceutical company, from 2011 until December 2018, where he oversaw the execution of early- and late-stage development programs in the fields of analgesics, rheumatology, immunology and cardiovascular disease. Mr. Barrow has also served as both a technical and business adviser, including as an advisory board member, to numerous pharmaceutical organizations ranging from startups to Fortune 500 companies. Mr. Barrow holds a Masters degree in Pharmacology from Ohio State University and a Bachelor of Science degree in Finance from Wake Forest University, where he graduated summa cum laude and is a CFA charterholder. We believe that Mr. Barrow’s deep knowledge of the Company and extensive experience in clinical pharmacology and drug development programs in a variety of disease areas along with his financial expertise make him qualified to serve on our Board.

  13. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  14. Executive Summary

    | What We Do | What We Don’t Do | | • Emphasize “at-risk” compensation and long-term equity incentives | • No “single trigger” change in control cash payments | | • Tie performance-based cash bonus opportunities to defined corporate objectives and formally cap payouts | • No substantially enhanced benefits or perquisites that are not available to all employees | | • Seek and value shareholder feedback on compensation practices | • No guaranteed bonuses or base salary increases | | • Retain an independent compensation consultant | • No tax “gross-ups” on severance or change in control payments | | • Prohibit hedging or pledging of our common shares | | | • Entered into executive employment agreements and set executive compensation (including salary, bonus target and long-term incentive compensation) based on industry data from a comparable set of peer companies | |

  15. Executive Summary

    2023 Executive Compensation Actions • We structured a significant portion of CEO and other NEO compensation as “at-risk”, including certain performance-based compensation. The charts below show the 2023 total reported pay mix of our CEO and our other NEOs and the portion of each individual’s aggregate reported pay that is tied directly to performance, consisting of annual performance bonus earned, and other “at-risk” compensation, consisting of equity incentives awarded (based on such equity incentives’ grant date fair value as reported in the “2023 Summary Compensation Table”). • We structured annual performance bonus opportunities to be dependent on achievement of corporate objectives and we paid annual performance bonuses of 95% of target based on 95% achievement of these objectives. • We granted equity awards in the form of time-based RSUs. We increased base salaries for our CEO Mr. Barrow, our CFO Schond Greenway and our CMO Dr. Karlin. The resulting 2023 base salaries were positioned between the 25th and 50th percentile of competitive market data. Reflects 2023 cash compensation, consisting of annual base salaries and performance bonus earned, and 2023 equity awards granted, based on such equity incentives’ grant date fair value as reported in the “2023 Summary Compensation Table,” for each of our named executive officers.

  16. Overview of Our Executive Compensation Program

    Overview of Our Executive Compensation Program The Compensation Committee oversees our executive compensation program and policies. Our executive compensation philosophy is based on the following objectives: • providing equitable and highly competitive compensation to attract, motivate and retain top talent; • directly and substantially linking short-term compensation to measurable corporate goals to promote a high-performance culture; and • providing a highly competitive long-term incentive structure based on creating and aligning compensation with shareholder and broader stakeholder value. The following table summarizes the three principal components of our executive compensation program, their objectives and key features. In addition to these three principal components, we also provide our executive officers with severance and change-in-control payments and benefits, as well as other benefits generally available to all our employees, including retirement benefits under the Company’s 401(k) plan and participation in employee benefit plans, which are more fully described in the section entitled “Other Features of Our Compensation Program” below.

  17. Overview of Our Executive Compensation Program

    | Element of Compensation | Objectives | Key Features | | Base Salary (fixed cash) | Provides financial stability and security through a fixed amount of cash for performing job responsibilities. | Base salaries are reviewed and determined based on a number of factors, including internal equity, retention, expected cost of living increases and the overall performance of our company, and by reference to competitive market data provided by the Compensation Committee’s compensation consultant. | | Annual Performance Bonus (at-risk cash) | Motivates and rewards for attaining rigorous annual corporate performance goals that relate to our key business objectives. | Target annual performance bonus opportunities, expressed as a percentage of base salary, are reviewed annually and determined based upon positions that have similar impact on the organization and competitive bonus opportunities in our market. Actual bonus payments are based upon achievement of corporate objectives determined by the Compensation Committee. |

  18. Overview of Our Executive Compensation Program

    | Element of Compensation | Objectives | Key Features | | Long-Term Incentive (at-risk equity) | Motivates and rewards for long-term company performance; aligns executives’ interests with shareholder interests and changes in shareholder value. Attracts highly qualified executives and encourages continued employment over the long-term. | Annual equity awards are reviewed and determined at the beginning of each year or as appropriate during the year for new hires, promotions or rewards for significant achievement. Individual awards are determined based on a number of factors, including current corporate and individual performance, outstanding equity holdings and their retention value and total ownership, historical value of our common shares, internal equity among executives and competitive market data provided by the Compensation Committee’s compensation consultant. Equity awards are provided in the form of stock options and/or RSUs. Stock options and RSUs are key aspects of our “pay-for-performance” philosophy, providing a potential future return that increases as the market price of our common shares appreciates. |

  19. Overview of Our Executive Compensation Program

    We do not currently have formal policies for allocating compensation among base salary, annual performance bonuses and equity awards. Instead, the Compensation Committee uses its judgment to establish a target total direct compensation opportunity for each named executive officer that is a mix of current, short- and long-term incentive compensation, and cash and non-cash compensation, that it believes is appropriate to achieve the goals of our executive compensation program and our corporate objectives. A significant portion of our named executive officers’ target total direct compensation opportunity is comprised of “at-risk” compensation in the form of an annual performance bonus opportunity and equity awards tied to shareholder returns in order to align the executive officers’ incentives with the interests of our shareholders and our corporate goals.

  20. How We Determine Executive Compensation

    How We Determine Executive Compensation The Compensation Committee reviews and approves, or recommends for approval by our Board, the compensation of our named executive officers. The Compensation Committee uses the services of an independent compensation consultant who is retained by, and reports directly to, the Compensation Committee to provide the Compensation Committee with an additional external perspective with respect to its evaluation of relevant market and industry practices. For fiscal year 2023, our Compensation Committee retained Compensia to provide executive compensation consulting services to the Compensation Committee and assist it in reviewing our executive compensation program, making compensation decisions for each of our executive officers and ensuring that our compensation program remains competitive in attracting and retaining talented executives. As part of its services to the Compensation Committee, Compensia recommended a peer group of companies to provide relevant data from comparable companies for the Compensation Committee to consider in making executive compensation decisions. The peer group of companies used by the Compensation Committee in making 2023 compensation decisions was comprised of the following companies. These companies were selected in August 2022 as appropriate peers due to industry and stage of development (specialty pharmaceutical and biotechnology companies in Phase 2 or 3 development, with a pipeline similar to ours focused on central nervous system and/or psychiatric conditions, who had recently gone public), location (headquartered in competitive markets for talent) and size (market capitalizations primarily ranging from 0.25 to 4 times our market capitalization and primarily pre-revenue):

  21. Peer Group Companies 2023

    Peer Group Companies 2023

  22. Peer Group Companies 2023

    | Anavex Life Sciences | Eliem Therapeutics | Passage Bio | | Annexon | Evelo Biosciences | Praxis Precision Medicines | | Atai Life Sciences N.V. | Fulcrum Therapeutics | Relmada Therapeutics | | Axsome Therapeutics | Immunovant | Seelos Therapeutics | | Cassava Sciences | KalVista Pharmaceuticals | Stoke Therapeutics | | COMPASS Pathways plc | Lineage Cell Therapeutics | VistaGen Therapeutics | | Quince Therapeutics | MeiraGTx Holdings plc | |

  23. Peer Group Companies 2023

    The Compensation Committee’s general aim is for compensation to remain competitive with the market, falling above or below the median of the market data as appropriate based on corporate and individual executive performance, and other factors deemed to be appropriate by the Compensation Committee. We have not developed a specific market positioning or “benchmark” that we consistently aim for in setting compensation levels; instead the Compensation Committee determines each element of compensation, and total target cash and direct compensation, for each named executive officer based on various facts and circumstances appropriate for our company in any given year. The Compensation Committee sets the compensation of our executive officers at levels the Compensation Committee determines to be competitive and appropriate for each named executive officer, using the Compensation Committee’s professional experience and judgment. Compensation decisions are not made by use of a formulaic approach; the Compensation Committee believes that these decisions require consideration of a multitude of relevant factors that may vary from year to year. In making executive compensation decisions, the Compensation Committee generally takes into consideration the following factors: • our corporate performance and business needs; • each named executive officer’s individual performance, experience, job function, change in position or responsibilities, and expected future contributions to our company; • internal pay equity among our named executive officers and positions; • the need to attract new talent to our executive team and retain existing talent in a highly competitive industry; • A range of competitive market data reference points from the peer group described above; • the total compensation cost, burn rate and shareholder dilution from executive compensation actions; • trends and compensation paid to similarly situated executives within our market; • its compensation consultant’s recommendations; • a review of each named executive officer’s total targeted and historical compensation and equity ownership; and our CEO’s recommendations on executive officers other than the CEO, based on the CEO’s direct knowledge of the performance of each named executive officer and the CEO’s review of competitive market data.

  24. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table sets forth the information as to compensation awarded to, paid to or earned by our named executive officers during the fiscal years ended December 31, 2023 and December 31, 2022.

  25. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation | All Other Compensation ($) | Total ($) | | Robert Barrow(3) Chief Executive Officer | 2023 | $598,750 | $1,212,000 | $0 | $318,725(5) | $13,658(7) | $2,143,133 | | | 2022 | $671,582(4) | $2,070,402 | $2,200,831 | $282,500(6) | $2,019(8) | $5,227,334 | | Schond Greenway(9) Chief Financial Officer | 2023 | $430,000 | $530,250 | $0 | $167,200(5) | $11,424(10) | $1,138,874 | | | 2022 | $243,056 | $976,164 | $828,708 | $97,316(6) | $2,911(11) | $2,148,155 | | Daniel Karlin, M.D. Chief Medical Officer | 2023 | $462,500 | $378,750 | $0 | $180,500(5) | $15,522(13) | $1,037,272 | | | 2022 | $481,250(12) | $1,080,701 | $945,370 | $170,000(6) | $12,380(14) | $2,689,701 |

  26. 2023 Summary Compensation Table

    (1) The amounts disclosed in this column represent the aggregate grant date fair value of RSUs as calculated in accordance with Financial Accounting Standard Board Accounting Standards Codification (“ASC”) Topic 718. Assumptions used in the calculation of these amounts are included in “Note 2 — Basis of Presentation and Summary of Significant Accounting Policies — Stock-based compensation” to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. These amounts do not reflect the actual economic value that will be realized by the named executive officers upon vesting of the RSUs or the sale of the common shares underlying such RSUs. (2) The amounts disclosed in this column represent the aggregate grant date fair value of the option awards as calculated in accordance with ASC Topic 718. Assumptions used in the calculation of these amounts are included in “Note 2 — Basis of Presentation and Summary of Significant Accounting Policies — Stock-based compensation” to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. There were no option awards granted in the fiscal year ended December 31, 2023. These amounts do not correspond to the actual economic value that may be realized by the named executive officers upon the exercise of such stock options. (3) Mr. Barrow is also a member of our Board, but did not receive any additional compensation in his capacity as a director. (4) The Board approved an increase in Mr. Barrow’s base salary to $565,000 on March 24, 2022, with a retroactive effective date of June 9, 2021, the date Mr. Barrow commenced employment as our CEO. The salary amount presented for Mr. Barrow for 2022 represents the sum of his base salary of $565,000 for 2022 and a retroactive adjustment of $106,582, which reflects retroactive base salary compensation for 2021 services. (5) Earned with respect to 2023 performance and paid in 2024. (6) Earned with respect to 2022 performance and paid in 2023. (7) Consists of $13,200 in 401(k) matching contributions, $162 in life insurance premiums and $296 in perquisites. (8) Consists of $1,875 in 401(k) matching contributions and $144 in life insurance premiums. (9) Mr. Greenway joined our company as our CFO on May 23, 2022. All information regarding compensation and awards in this section reflects the compensation of Mr. Greenway as CFO from and after May 23, 2022. (10) Consists of $10,756 in 401(k) matching contributions, $414 in life insurance premiums and $254 in perquisites. (11) Consists of $2,669 in 401(k) matching contributions and $242 in life insurance premiums. The salary amount presented for Dr. Karlin for 2022 represents the sum of his base salary of $425,000 for 2022 and a retroactive adjustment of $56,250, which reflects retroactive base salary compensation for 2021 services. Consists of $13,200 in 401(k) matching contributions, $180 in life insurance premiums and $2,142 in perquisites. (14) Consists of $12,200 in 401(k) matching contributions, $180 in life insurance premiums.

  27. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table sets forth certain information about equity awards granted to our named executive officers that were outstanding as of December 31, 2023:

  28. Outstanding Equity Awards at Fiscal Year End

    | Name | Option or Stock Award Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($)(1) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(4) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Robert Barrow | 3/14/2023 | — | — | — | — | 325,000(14) | $1,189,500 | | | 3/24/2022 | 84,875 | 109,125(3) | $17.06 | 3/24/2027 | — | — | | | 3/24/2022 | — | — | — | — | 68,250(5) | $249,795 | | | 4/21/2021 | 122,281 | 45,419(6) | $31.48 | 4/21/2026 | — | — | | | 4/21/2021 | — | — | — | — | 34,938(7) | $127,873 | | | 1/15/2021 | 55,000 | 11,666(8) | $45.31 | 1/15/2026 | — | — | | | 1/15/2021 | — | — | — | — | 16,667(13) | $61,001 | | Schond Greenway | 3/14/2023 | — | — | — | — | 142,188(14) | 520,408 | | | 5/23/2022 | 43,541 | 66,459(9) | $11.53 | 5/23/2027 | — | — | | | 5/23/2022 | — | — | — | — | 52,916(10) | 193,673 | | Daniel Karlin, M.D. | 3/14/2023 | — | — | — | — | 101,563(14) | $371,721 | | | 3/24/2022 | 36,458 | 46,875(3) | $17.06 | 3/24/2027 | — | — | | | 3/24/2022 | — | — | — | — | 35,625(5) | $130,388 | | | 4/21/2021 | 69,369 | 28,564(11) | $31.48 | 4/21/2026 | — | — | | | 4/21/2021 | — | — | — | — | 21,972(12) | $80,418 |

  29. Outstanding Equity Awards at Fiscal Year End

    (1) All of the option awards listed in the table were granted with an exercise price equal to the closing price of our common shares on Nasdaq on the trading day prior to the date of grant. (2) This column reflects the market value of RSUs as of December 31, 2023, based on the closing price of our common shares on Nasdaq as of that date. These amounts do not reflect the actual economic value that will be realized by the named executive officers upon vesting of the RSUs or the sale of our common shares underlying such RSUs. (3) The common shares subject to the option vest and become exercisable with 1/48th of the total common shares vesting monthly over 48 months from the vesting commencement date, March 24, 2022, subject to the named executive officer providing continuous service to us as of each such vesting date. (4) Represents shares underlying RSUs. Each RSU represents a contingent right to receive one of our common shares and vests subject to the named executive officer providing continuous service to us on each vesting date. (5) The RSUs vest in 48 equal monthly installments from the vesting commencement date, March 24, 2022, subject to the named executive officer providing continuous service to us on each vesting date. (6) 25% of the common shares underlying the option vested and became exercisable on January 15, 2022; the remaining common shares underlying the option shall vest and become exercisable in 36 equal monthly installments thereafter, subject to the named executive officer providing continuous service to us on each such vesting date. (7) 25% of the RSUs vested on January 15, 2022 with the remaining RSUs vesting each month thereafter over 36 months, subject to Mr. Barrow providing continuous service to us on each such vesting date. 25% of the common shares underlying the option vested and became exercisable on January 15, 2022; the remaining common shares underlying the option shall vest and become exercisable in 30 equal monthly installments beginning on February 15, 2022, subject to Mr. Barrow providing continuous service to us on each such vesting date. 25% of the common shares underlying the option vest and become exercisable on May 23, 2023, and 1/36th of the remaining common shares vest monthly thereafter over 36 months, subject to Mr. Greenway providing continuous service to us as of each such vesting date. (10) 25% of the RSUs vest on May 23, 2023 with 1/12th of the remaining RSUs vesting each quarter thereafter over 12 quarters, subject to Mr. Greenway providing continuous service to us on each such vesting date. (11) 25% of the common shares underlying the option vested and became exercisable on February 26, 2022; the remaining common shares underlying the option shall vest and become exercisable in 36 equal monthly installments thereafter, subject to Dr. Karlin providing continuous service to us on each such vesting date. (12) 25% of the RSUs vested on February 26, 2022 with the remaining RSUs vesting each month thereafter over 36 months, subject to Mr. Karlin providing continuous service to us on each such vesting date. (13) The RSUs vest in four equal annual installments from the vesting commencement date, January 15, 2021. The RSUs vest quarterly over 48 months from the vesting commencement date, March 14, 2023.

  30. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION As our company has transitioned to be a U.S. domestic filer traded on Nasdaq, we have made significant changes to the composition of our Board over the past three years, and we are in the process of evolving our non-employee director compensation program. In late 2021 and early 2022, our Compensation Committee worked closely with its outside compensation consultant, Compensia, to evaluate our non-employee director compensation program, including a comprehensive assessment of our program against peer company practices and trends in director compensation for companies with whom we compete. Compensia recommended, and the Compensation Committee and Board approved, a compensation program for our non-employee directors, which became effective at our annual shareholder meeting in June 2022, and is described below under “Non-Employee Director Compensation Policy”. The compensation program reflects a cash and equity compensation program more aligned with market practice for U.S. domestic issuers and at competitive levels intended to attract and retain qualified directors, generally reflecting compensation terms around the 50th percentile of market data provided by Compensia for similarly situated companies.

  31. Director Compensation Table

    Director Compensation Table The following table sets forth information concerning the compensation earned for service on our Board of Directors during the year ended December 31, 2023. Mr. Barrow’s compensation as an executive officer is set forth under “Executive Compensation — 2023 Summary Compensation Table.” Mr. Barrow did not receive any compensation for service as a director. None of our directors earned any compensation other than cash fees, options under the Option Plan and stock awards in the form of RSUs and DDSUs under the PR Plan and the Directors Deferred Share Unit Plan (“DDSU Plan”), respectively, during the fiscal year ended December 31, 2023, and accordingly, we have omitted all other columns from the table below.

  32. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | Stock Awards ($)(2) | Total ($) | | Carol A. Vallone | $97,500 | $49,352 | $49,352 | $196,204 | | Andreas Krebs | $87,500 | $49,352 | $49,352 | $186,204 | | Brigid A. Makes(3) | $26,140 | — | — | $26,140 | | Dr. Suzanne Bruhn | $50,000 | $49,352 | $49,352 | $148,704 | | Dr. Roger Crystal | $50,000 | $49,352 | $49,352 | $148,704 | | David Gryska(4) | $29,011 | $100,000(5) | $50,002(5) | $179,013 |

  33. Director Compensation Table

    (1) All of the option awards listed in the table were granted with a per share exercise price equal to the closing price of our common shares on Nasdaq on the day prior to the date of the grant. The amounts shown in this column represent the grant date fair value of the option awards in accordance with ASC Topic 718. These amounts do not reflect the actual economic value that will be realized by such director. For the assumptions used in valuing the options, see “Note 2 — Basis of Presentation and Summary of Significant Accounting Policies — Stock-based compensation” to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. As of December 31, 2023, each director had the outstanding stock options shown in the table below:

  34. Director Compensation Table

    | Name | Outstanding Stock Options | | Carol A. Vallone | 29,205 | | Andreas Krebs | 29,748 | | Dr. Suzanne Bruhn | 27,267 | | Dr. Roger Crystal | 27,267 | | David Gryska | 37,594 |

  35. Director Compensation Table

    The amounts in this column represent the grant date fair value of RSUs and DDSUs in accordance with ASC Topic 718. See “Note 2 — Basis of Presentation and Summary of Significant Accounting Policies — Stock-based compensation” to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. As of December 31, 2023, each then-serving director had the unvested RSUs and DDSUs shown in the table below:

  36. Director Compensation Table

    | Name | Unvested DDSUs | Unvested RSUs | | Carol A. Vallone | 24,385 | 6,836 | | Andreas Krebs | 22,598 | 6,836 | | David Gryska | 13,131(6) | 13,851 | | Dr. Suzanne Bruhn | 18,658 | 10,804 | | Dr. Roger Crystal | 18,658 | 10,804 |

  37. Director Compensation Table

    (3) Ms. Makes did not stand for re-election at the 2023 annual general meeting of shareholders. (4) Mr. Gryska was elected as a director of the Company on June 21, 2023. (5) Mr. Gryska received an Initial Grant (as defined below) upon his election as a director at the 2023 Annual Meeting under the Non-Employee Director Compensation Policy (consisting of options, RSUs and DDSUs) (6) This column includes the initial grant of DDSUs, which had a target value of approximately $47,402.

  38. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Our Board adopted a Non-Employee Director Compensation Policy (the “Policy”) effective as of June 1, 2022, and amended the Policy, (the “Amended Policy”), in August 2022. Under the Amended Policy, each of our non-employee directors is eligible to receive compensation for service on our Board and committees of our Board. Non-employee directors also receive reimbursement for necessary and reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in Board and committee meetings. The Amended Policy provides our non-employee directors with the following cash compensation for their services: • $40,000 per year for each non-employee director (“Base Retainer”); • $40,000 per year for the Chair of the Board (if applicable) in addition to the Base Retainer; • $30,000 per year for the Vice Chair of the Board (if applicable) in addition to the Base Retainer; • $15,000 per year for the Chair of the Audit Committee or $7,500 per year for each other member of the Audit Committee; • $10,000 per year for the Chair of the Compensation Committee or $5,000 per year for each other member of the Compensation Committee; and • $10,000 per year for the Chair of the Nominating and Corporate Governance Committee or $5,000 per year for each other member of the Nominating and Corporate Governance Committee. The cash compensation above is payable to our eligible non-employee directors in equal quarterly installments, prorated for any partial quarter of service. All annual cash fees are vested upon payment. Each non-employee director may decline all or any portion of his or her compensation by giving notice to the Company prior to the date cash payment is made. Each non-employee director who joins our Board, upon the date of his or her initial election or appointment to be a non-employee director, is granted an equity award having an aggregate target grant value of $450,000 (the “Initial Grant”) in the form of any of the following or a combination thereof, as determined by the Board in its sole discretion on or before the applicable grant date: RSUs, Options and/or DDSUs (collectively, the “Award Options”), each pursuant and subject to the terms of the Option Plan, PR Plan and DDSU Plan, as applicable. Each Initial Grant vests over a three-year period, subject to the non-employee director’s continuous service as a member of the Board through each such vesting date. Initial Grants in the form of RSUs vest in three equal annual installments over such three-year period; provided, that in the event that a non-employee director’s continuous service as a member of the Board terminates for any reason other than for cause after the first anniversary of the grant date, a portion of the Initial Grant RSUs that would have vested on the next annual vesting date following the date of departure will immediately vest in full as of the date of termination of service, prorated based on a fraction, the numerator of which is the number of days elapsed from the prior vesting date through the date of termination of service, and the denominator of which is 365 (or 366, as applicable). Initial Grants in the form of options or DDSUs vest with respect to one-third (1/3) of the Initial Grant on the one-year anniversary of the grant date, with the remaining portion of the Initial Grant vesting in equal monthly installments thereafter. On the date of each annual shareholder meeting of the Company, each non-employee director who (a) has served as a director of the Company for at least six (6) months as of the date of such annual shareholder meeting, and (b) continues to serve as a non-employee director following such annual shareholder meeting (excluding any non-employee director who is first appointed or elected by the Board at such annual shareholder meeting) will be granted an annual award, in any of the Award Forms as determined by the Board in its sole discretion, having an aggregate target grant value of $180,000 (the “Annual Grant”). The Annual Grant vests 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 shareholder meeting, subject in any case to the Eligible Director’s (as defined in the Policy) continuous service as a member of the Board through such vesting date. Annual Grants in the form of RSUs vest in four equal quarterly installments measured from the grant date; Annual Grants in the form of Options or DDSUs vest in twelve equal monthly installments measured from the grant date. All options granted in an Initial Grant or Annual Grant are 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 on the prior trading day before the grant date, 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). Each Initial Grant and Annual Grant vest as follows upon a Change in Control or Change of Control (as defined in each of the Option Plan, PR Plan or DDSU Plan, as applicable), subject, in each case, to the non-employee director’s continuous service as a member of the Board through the date of such Change in Control or Change of Control (as applicable): (a) with respect to any non-employee director who has less than one (1) year of continuous service as a member of the Board on the date of such Change in Control or Change of Control, the portion of each Initial Grant and/or Annual Grant held by such non-employee director will vest as would have vested through the one (1) year anniversary of the applicable grant date, had the non-employee director provided continuous service as a member of the Board through such date; and (b) with respect to any non-employee director who has one (1) or more years of continuous service as a member of the Board on the date of such Change in Control or Change of Control, each Initial Grant and/or Annual Grant held by such Eligible Director will vest in full.

  39. INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

    INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS None of our directors, executive officers, employees, former directors, former executive officers or former employees, and none of their associates, is indebted to us or another entity whose indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar agreement or understanding provided by us.

  40. IV. Director Compensation

    IV. Director Compensation The Compensation Committee will review and recommend to the Board the type and amount of director compensation for Board and committee service for non-management directors in accordance with applicable legal and regulatory guidelines. Compensation for non-management directors and committee members should be designed to be aligned with the long-term interests of the stockholders and consistent with market practices of similarly situated companies. In determining compensation, the Board will consider the impact on the director’s independence and objectivity.