Carol Vallone
About Carol A. Vallone
Carol A. Vallone (age 68) is the independent Chair of MNMD’s Board, serving as a director since September 29, 2021 and as Board Chair since December 2021. She holds a B.S. in Business Administration from the University of Delaware and brings strategic, financial, and governance expertise from leadership and board roles across psychiatric care, healthcare systems, and technology-enabled healthcare services .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mind Medicine (MindMed) Inc. | Board Chair; Director | Director since Sep 29, 2021; Chair since Dec 2021 | Member: Audit; Compensation; previously Compensation Committee Chair through Oct 9, 2024 |
| E-learning companies | Founder & CEO (multiple) | Not specified | Built and sold global companies, executive/operator background |
| Public bank; PE-backed e-commerce company | Director (prior roles) | Not specified | Governance experience; one private company later went public |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| McLean Hospital (Harvard affiliate) | Trustee; Board Chair | Trustee since Jun 2007; Chair since Mar 2018 | #1 US psychiatric hospital; governance leader |
| Mass General Brigham | Trustee; Finance Committee member | Trustee since Jul 2022; Finance Committee since Mar 2018 | Integrated healthcare system; finance oversight |
| Arosa (Bain Capital Double Impact) | Board Member | Since Jun 2019 | Portfolio company board |
| HighTop Health | Board Member | Since Sep 2023 | Health tech governance |
| Ria Health (SV Health Investors) | Board Chair | Since Jun 2022 | Portfolio company board chair |
| CrowdComfort | Board Chair | Since Sep 2023 | Facilities/tech; board leadership |
| Berkshire Partners | Industry Advisor | Ongoing | Investment firm advisor |
| Longitude Capital | Advisory Board Member | Ongoing | Healthcare venture growth advisor |
| Cresco Labs (CSE: CL) | Director; Comp & Executive Committee member | Jul 2020 – Jul 2024 | Public cannabis/medical marijuana company |
Board Governance
- Independence: The Board affirms Vallone is independent under Nasdaq, NI 52-110, and applicable U.S./Canadian regulations .
- Leadership: MNMD separates Chair and CEO; Vallone is an independent Chair with agenda-setting and executive session responsibilities .
- Committees: MNMD has Audit, Compensation, and Nominating & Corporate Governance committees; Vallone serves on Audit and Compensation; she chaired Compensation until Oct 9, 2024 .
- Executive sessions: Independent non-management directors held four executive sessions since Jan 1, 2024 .
- Governance safeguards: Majority-independent board/committees; code of ethics; related-party transaction approval; anti-hedging/pledging policy .
Board and Committee Attendance (FY 2024)
| Metric | Value |
|---|---|
| Board meetings held | 8 |
| Vallone Board attendance | 100% |
| Vallone Committee attendance | 100% |
Fixed Compensation
Non-Employee Director Compensation Policy (structure)
- Base retainer: $40,000; Chair of the Board: +$40,000; Vice Chair: +$30,000 .
- Committee fees: Audit Chair $15,000 / member $7,500; Compensation Chair $10,000 / member $5,000; Nominating Chair $10,000 / member $5,000; paid quarterly .
Carol A. Vallone — FY 2024 Director Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Cash fees | $96,359 | Board/committee retainer fees |
| Option awards (grant date fair value) | $98,671 | Director stock options under Option Plan |
| RSU awards | $0 | No RSU grants in 2024 |
| Total | $195,030 | 2024 director compensation |
Outstanding Director Equity (as of Dec 31, 2024)
| Instrument | Count |
|---|---|
| Outstanding director stock options | 45,711 |
| Unvested Director Deferred Share Units (DDSUs) | 7,173 |
Performance Compensation
Director Equity Program and Vesting
| Award Type | Typical Grant Value | Vesting | Performance Metrics |
|---|---|---|---|
| Initial grant (onboard) | $450,000 aggregate (mix of RSUs/options/DDSUs) | RSUs: 3 annual installments; Options/DDSUs: 1/3 at 1 year, then monthly | None; time-based (directors) |
| Annual grant (at AGM) | $180,000 aggregate | RSUs: 4 quarterly installments; Options/DDSUs: 12 monthly installments | None; time-based (directors) |
| Change-in-control treatment | Accelerated vesting based on tenure thresholds | As specified in plans | N/A |
Notes:
- Board indicates it does not intend to grant DDSUs going forward, shifting equity mix toward shares/options for better alignment; DDSUs are cash-settled upon separation .
- MNMD’s 2025 Equity Incentive Plan caps total annual director compensation (cash plus equity) via plan-level non-employee director award limits (plan grants measured at fair value), reinforcing guardrails against excessive awards .
Other Directorships & Interlocks
| Company | Exchange | Role | Tenure | Interlock/Conflict Notes |
|---|---|---|---|---|
| Cresco Labs, Inc. | CSE: CL | Director; member of Compensation and Executive Committees | Jul 2020 – Jul 2024 | No MNMD-related transactions disclosed; prior, not current |
| Forte Biosciences, Vigil Neuroscience, Travere, Pliant | N/A | Not applicable to Vallone | — | MNMD lists these for other directors, not Vallone |
MNMD states no material related-party transactions (> $120,000 or >1% of assets) involving directors/officers since Jan 1, 2023; formal related-person transaction policy in place (amended Apr 2025) .
Expertise & Qualifications
- Psychiatric and healthcare system governance leadership (McLean Hospital Chair; Mass General Brigham trustee/finance) .
- Healthcare services/technology board chair roles (Ria Health; CrowdComfort); portfolio board experience (Arosa) .
- Industry advisor roles to Berkshire Partners and Longitude Capital .
- Prior operating executive/founder track record (global e-learning companies); public/private board experience .
- Education: B.S., Business Administration, University of Delaware .
Equity Ownership
Beneficial Ownership (Record Date: Apr 16, 2025)
| Metric | Amount |
|---|---|
| Outstanding shares beneficially owned | 16,544 |
| Shares exercisable within 60 days (options) | 45,711 |
| Total beneficial ownership | 62,255 shares; <1% of outstanding |
| DDSUs held (cash-settled; not included above) | 61,252 (settled in cash upon separation) |
Alignment and Restrictions
- Anti-hedging/pledging: MNMD prohibits short sales, options, hedging transactions, margin accounts, pledges, and speculative transactions by insiders (directors, officers, employees) .
- Ownership guidelines: Not explicitly disclosed for directors; DDSUs are cash-settled and not share-settled .
Insider Trades
Section 16 Compliance (FY 2024)
| Item | Status |
|---|---|
| Timely Form 3/4/5 filings by officers, directors, >10% holders | MNMD reports full compliance; no delinquencies |
Note: The proxy does not summarize individual Form 4 transactions; MNMD reports compliance rather than transaction detail .
Governance Assessment
- Board effectiveness: Independent Chair, strong attendance (Vallone at 100% board and committee), majority-independent board/committees, regular executive sessions, and codified governance guidelines support effective oversight .
- Committee work: Vallone serves on Audit and Compensation; historical leadership as Compensation Chair indicates deep engagement in pay governance; Committee charters and independent consultant (Compensia) use for benchmarking are positive .
- Compensation/Alignment: Director pay mix balances cash retainers with equity; plan-level caps and no evergreen provision in 2025 Plan reduce inflation risk; board discourages DDSUs going forward to improve share-based alignment .
- Conflicts/related-party: No material related-party transactions involving directors since 2023; robust related-person transaction policy; interested directors recuse on conflicts per Code of Ethics and policy .
- Risk indicators: No legal sanctions/bankruptcies for nominees; anti-hedging/pledging reduces misalignment risk; majority voting policy for director elections adds accountability .
- RED FLAGS: None evident from disclosures; DDSUs’ cash settlement (historical grants) are less aligned than share-settled equity, but board indicates intent not to grant DDSUs going forward .