Andreas Krebs

About Andreas Krebs

Andreas Krebs, age 67, has served as an independent director of Mind Medicine (MindMed) Inc. since September 29, 2021 and as Vice Chair of the Board since December 2021. He is a former President and Executive Board Member of Wyeth Corporation, heads Longfield Invest GmbH, and serves as an industry advisor to Nordic Capital; he also joined the board of AHW GmbH in January 2025. He studied Commercial Management/Business Administration at BSE Academy (State of Hessen, Germany) and the in‑house academy of Woelm Pharma, and has extensive international pharma operating and investment experience across Latin America, Asia, Canada, and the U.S. .

Past Roles

External Roles

Board Governance

• Current roles: Vice Chair; member, Audit Committee; member, Nominating & Corporate Governance Committee. Chairs: Audit—David Gryska; Nominating—Roger Crystal; Compensation—Suzanne Bruhn .
• Independence: Board affirmatively determined Krebs is independent under Nasdaq, NI 52‑110, and applicable U.S./Canadian regulations .
• Attendance: Board met eight times in 2024; Krebs attended 88% of Board meetings and 100% of committee meetings he served on; independent directors held four executive sessions since Jan 1, 2024 .

Fixed Compensation

• Policy: Annual cash fees—Base retainer $40,000; Chair of Board +$40,000; Vice Chair +$30,000; Audit Chair $15,000 / Audit member $7,500; Compensation Chair $10,000 / member $5,000; Nominating Chair $10,000 / member $5,000. Paid quarterly; travel reimbursed .
• 2024 actual cash fees for Krebs: $86,359 .

Performance Compensation

• 2024 equity grant accounting value: $98,671 (options) .
• Director equity program: Initial grant target $450,000 (mix of RSUs, options, or DDSUs); annual grant target $180,000; time-based vesting; DDSUs are cash-settled at separation; options have 10-year term and FMV exercise price; acceleration provisions apply on change in control as described below .
• No performance metrics apply to director equity (time-based awards; performance awards pertain to executives and the 2025 EIP) .

• Change-in-control terms (directors): Under the Amended Policy, Initial/Annual grants vest (full or pro-rata) upon change in control depending on service tenure; options are nonstatutory with 10-year term and FMV strike . The 2025 Equity Incentive Plan prohibits option/SAR repricing without shareholder approval, disallows dividends/dividend equivalents on unvested awards/options/SARs, and requires performance awards to meet pre-set goals .

Other Directorships & Interlocks

Expertise & Qualifications

• International pharma operating executive (Wyeth), governance leader (Merz Pharma), and investor (Longfield Invest) with advisory experience to Nordic Capital .
• Cross-border experience across Latin America, Asia, Canada, and the U.S.; education in commercial management/business administration .
• Board skill contributions cited by MNMD: financial background, international pharma executive experience, and investment expertise .

Equity Ownership

• Beneficial ownership (as of April 16, 2025): 15,107 outstanding shares; 46,254 shares exercisable within 60 days; total beneficially owned 61,361—less than 1% of shares outstanding .
• Note: Company states Krebs holds 57,473 options, all exercisable as of April 16, 2025; and 42,850 director deferred share units (cash-settled, not counted in share ownership) .

Governance Assessment

• Positives:

  • Independent director; Vice Chair role provides leadership without executive control .
  • Strong committee placement on Audit and Nominating & Corporate Governance; 100% committee attendance in FY2024 supports engagement .
  • Anti-hedging/anti-pledging policy for insiders, including directors; regular independent executive sessions; majority-independent Board with independent Chair .
  • No related-party transactions involving Krebs disclosed; robust related-party review policy; indemnification within BCBCA limits .
  • Equity plan safeguards: no option/SAR repricing without shareholder vote; no evergreen; fixed 10-year term; performance awards require goals; dividends on unvested awards prohibited .

• Watch items / potential conflicts:

  • Board attendance below peer average (88% vs company-wide average 98% reported); continued monitoring of attendance and engagement advisable (noted company average board attendance 98%; Krebs at 88%) .
  • External investment/advisory roles (Longfield Invest; Nordic Capital) could create perceived conflicts if counterparties overlap with MNMD’s suppliers/customers; however, company discloses no material related-party transactions and affirms independence .
  • Director equity includes DDSUs that are cash-settled, potentially diluting “skin-in-the-game” alignment relative to direct equity; nevertheless, Krebs holds options and shares, aligning interests .

• Compensation alignment:

  • 2024 director pay mix: ~$86k cash retainer/fees + ~$99k option grant FV; consistent with policy structure, which favors time-based equity over performance metrics for directors .
  • No tax gross-ups; clawback policy implemented for covered officers; hedging/pledging prohibited (shareholder-friendly features) .

• Change-in-control and severance:

  • Director grants vest per policy on change in control depending on tenure; executive severance arrangements are double-trigger and exclude tax gross-ups, indicating prudent governance practices (for context; directors themselves do not have severance) .

• Compliance signals:

  • Section 16(a) filings for insiders reported as compliant for FY2024 .

Overall, Krebs brings deep pharma governance and investment expertise, holds key committee roles with full committee attendance, and is independent with minimal conflict flags disclosed. Monitoring of board meeting attendance and awareness of external investment/advisory roles remains prudent for investor confidence .