Brandi Roberts
About Brandi Roberts
Brandi L. Roberts, age 51, is Chief Financial Officer of Mind Medicine (MindMed) Inc. effective June 2, 2025, serving as principal financial officer and principal accounting officer . She is a CPA (California) with a B.S. in business administration from the University of Arizona and an MBA from the University of San Diego . Roberts brings 25+ years of life sciences finance leadership, including leading Longboard Pharmaceuticals through its IPO, financings, and its $2.6B acquisition by Lundbeck in 2024—demonstrating capital markets and M&A execution capability . MindMed has emphasized performance-linked executive pay and prohibits hedging or pledging of company stock; specific TSR/revenue/EBITDA performance metrics tied to Roberts’ pay were not disclosed in filings .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Longboard Pharmaceuticals | CFO & EVP | Feb 2023–Dec 2024 | Helped lead IPO, multiple financings; company sold to Lundbeck for $2.6B in 2024 |
| Longboard Pharmaceuticals | CFO | Jan 2021–Feb 2023 | Built public-company finance/investor infrastructure |
| Lineage Cell Therapeutics | CFO | Jan 2019–Jan 2021 | Clinical-stage biotech finance leadership |
| REVA Medical | CFO | Aug 2017–Jan 2019 | Medical device CFO roles; capital planning |
| Mast Therapeutics; Alphatec Spine; Artes Medical; Stratagene; Pfizer | Senior finance roles | Not disclosed | Public-company finance, IR, scaling operations |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Life Science Cares San Diego | Board of Advisors | Not disclosed | Community/industry engagement |
| Association of Bioscience Financial Officers (SW chapter) | Board member | Not disclosed | Finance leadership network |
Fixed Compensation
| Component | Value | Notes |
|---|---|---|
| Base Salary | $495,000 | Set by Employment Agreement |
| Target Bonus % | 40% of base salary | 2025 bonus eligible, pro-rated |
Performance Compensation
Equity Awards – Inducement Grants (Nasdaq 5635(c)(4))
| Award Type | Grant Date | Shares | Exercise/Settlement | Vesting | Performance/Payout |
|---|---|---|---|---|---|
| Stock Options | Jun 2, 2025 (effective date) | 500,000 | Exercise price = closing price on May 30, 2025 | 25% on first anniversary; remaining 75% in 36 equal monthly installments thereafter, subject to continued employment | Not performance-based; time-based vesting |
| PSUs | Jun 2, 2025 (effective date) | 125,000 target | Settled in common shares upon vest | Cliff vest on 3rd anniversary, subject to continued service | Earnout range 0–200% of target; metrics measured at end of 3-year period (specific metrics not disclosed) |
Annual Bonus Framework (Program Design)
| Element | Design | Notes |
|---|---|---|
| Annual performance bonus | Tied to defined corporate objectives; payouts capped; significant portion of exec pay “at-risk” | Company-wide program; Roberts’ 2025 specific objectives not disclosed |
Detailed Vesting Schedule
| Date/Period | Options Vested | PSUs Vested |
|---|---|---|
| Jun 2, 2026 | 125,000 (25%) | — |
| Jul 2026–Jun 2029 | 375,000 total over 36 equal monthly installments (~10,416.67/mo), subject to continued employment | — |
| Jun 2, 2028 | — | 100% of earned PSUs (0–250,000 shares based on performance) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total shares outstanding (Record Date) | 75,551,538 common shares (Apr 16, 2025) |
| Option grant as % of SO | ~0.66% (500,000 ÷ 75,551,538) |
| PSU target as % of SO | ~0.17% (125,000 ÷ 75,551,538); max potential 0.33% at 200% payout |
| Hedging/pledging | Prohibited for insiders; no margin accounts or pledging allowed |
| Beneficial ownership | Not disclosed in 2025 proxy (Roberts appointed after Record Date); no related-party transactions under Item 404(a) |
Employment Terms
| Provision | Non‑Change‑in‑Control (Non‑CIC) | Change‑in‑Control (CIC) |
|---|---|---|
| Employment | At‑will; terminable by either party | At‑will |
| Cash Severance | 9 months base salary | 12 months base salary |
| COBRA/Health | Up to 9 months | Up to 12 months |
| Bonus Treatment | If terminated after fiscal year completion but before bonuses paid: eligible based on actual performance (Board discretion) | Lump sum of 100% target bonus for fiscal year of termination plus pro‑rated target bonus for portion of year employed |
| Equity Treatment | Not specified for Non‑CIC in 8‑K | Full acceleration of all outstanding awards subject only to time‑based vesting requirements |
| Trigger Type | Good Reason/without Cause | Good Reason/without Cause within CIC measurement period (double‑trigger) |
| Release Requirement | General release required for severance payments | General release required |
| Indemnification | Expected to enter standard indemnification agreement | Same |
| Grant Structure | Inducement awards granted outside equity plans per Nasdaq 5635(c)(4) | Same |
| Clawback | Company maintains clawback policy; plan awards subject to mandatory recoupment to comply with law |
Performance Compensation – Program Governance Signals
| Governance Feature | Company Practice |
|---|---|
| Repricing prohibition | Equity plan prohibits option/SAR repricing without shareholder approval |
| Dividend policy on unvested awards | Dividends/dividend equivalents prohibited on options/SARs and unvested awards |
| Change‑in‑control plan design | No “liberal” CIC definition; awards vest in full if not assumed; assumed awards convert performance to time-based and vest upon qualifying termination within 12 months |
| Consultant independence | Compensation Committee retains independent consultant (Compensia); peer benchmarking used |
Investment Implications
- Alignment: Significant multi‑year, predominantly equity‑based inducement package (500k options; 125k PSUs target) aligns Roberts to value creation through 2028–2029; hedging/pledging banned, reducing misalignment risks .
- Vesting‑linked supply: First material option tranche (125k) vests June 2, 2026, with monthly vesting thereafter—potential insider selling windows begin mid‑2026; PSUs cliff vest in 2028 contingent on performance (0–200%) .
- Retention/turnover economics: Non‑CIC severance of 9 months base and CIC of 12 months base plus target bonus and acceleration of time‑based awards (double‑trigger) lower departure friction but preserve performance risk via PSU structure .
- Dilution: Roberts’ awards represent ~0.83% of current SO at target (options + PSUs) and up to ~0.99% at max PSU payout, consistent with late‑stage biotech practices; broader equity plan emphasizes shareholder‑friendly provisions (no repricing, no evergreen) .
- Track record: Prior CFO roles and leading Longboard through IPO and $2.6B sale enhance capital markets execution credibility as MindMed advances MM120 ODT Phase 3 programs and potential commercialization .