Carrie Liao

About Carrie Liao

Carrie F. Liao, C.P.A., age 59, is Chief Accounting Officer at Mind Medicine (MindMed) Inc. (MNMD), serving since November 2022 after joining as Vice President, Corporate Controller and Accounting Principal in November 2021 . She has over 20 years in life sciences accounting and finance with expertise in Sarbanes-Oxley compliance, complex accounting resolution, M&A, process improvement, and SEC filings; prior roles include Corporate Controller at ORIC Pharmaceuticals and MannKind, and earlier experience at Deloitte . Education and credentials: B.S. in Business Administration and Accounting from California State University San Marcos; Certified Public Accountant (California); Chartered Global Management Accountant . As context on company performance, MindMed remained pre-revenue with EBITDA of -$103.9M in FY 2024 and -$66.3M in FY 2022; FY 2023 EBITDA not available (values from S&P Global)*.

Past Roles

External Roles

No public-company board roles or external directorships specifically disclosed for Ms. Liao in the proxy .

Fixed Compensation

• Not individually disclosed for the Chief Accounting Officer; MNMD provides scaled disclosure for named executive officers (NEOs) only due to emerging growth company status . Base salary-setting philosophy emphasizes competitiveness, internal equity, retention, and market data via Compensia .

Performance Compensation

• MNMD’s NEOs’ annual performance cash bonuses were tied to corporate objectives; 2024 overall achievement was 104% against targets (CAO not listed as an NEO; her payout, if any, was not disclosed) .

• Equity mix: In 2024, executive equity grants were time-vested stock options; beginning in 2025, MNMD added PSUs tied to clinical milestones to strengthen pay-for-performance .

Equity Ownership & Alignment

• Individual beneficial ownership for Ms. Liao is not itemized; the proxy discloses aggregate holdings for all current executive officers and directors as a group: 1,859,393 shares (including shares exercisable/vestable within 60 days), equal to 2.45% of outstanding as of April 16, 2025 .
• Alignment and risk controls:
  • Hedging and pledging prohibited for insiders (applies to officers, including CAO) .
  • Formal clawback policy adopted Nov 20, 2023 and amended Apr 11, 2025, compliant with SEC Rule 10D-1 and Nasdaq standards, mandating recovery of excess incentive compensation upon accounting restatements .
  • 2025 Equity Incentive Plan features: no repricing without shareholder approval; performance awards require pre-set goals; no dividends on unvested awards or options/SARs; 10-year fixed term; no evergreen; director annual value cap .

Employment Terms

• Ms. Liao’s specific employment agreement economics (severance, change-of-control) are not disclosed. NEO agreements (Nov 2022) include double-trigger CIC cash severance with equity acceleration of time-based awards; no tax gross-ups; COBRA coverage; and bonus treatment upon termination, reflecting company policy direction but not necessarily CAO’s individual terms . Plan-level CIC treatment (2025 EIP): if awards are not assumed, they vest in full; if assumed, performance awards convert to time-based at ≥ target/actual and vest on termination without cause within 12 months post-CIC .

Investment Implications

• Executive incentive architecture is increasingly performance-based (addition of PSUs), with clawbacks and anti-hedging/pledging—positive for alignment and downside risk control .
• Lack of itemized disclosure on Ms. Liao’s compensation and holdings limits near-term trading signals; monitor Section 16 Form 4 filings and future proxies for equity vesting and sales pressure. The aggregate insider ownership is modest (2.45%), reducing concentration risk but also limiting “skin-in-the-game” leverage at the group level .
• As a pre-revenue, late-stage clinical biotech, company performance hinges on Phase 3 MM120 readouts anticipated in 2026; the shift to PSUs tied to clinical milestones strengthens pay-for-performance alignment through that critical period .