Daniel Karlin
About Daniel Karlin
Daniel R. Karlin, M.D., M.A., is Chief Medical Officer of Mind Medicine (MindMed) Inc. (MNMD) and has served in that role since February 2021; he is 45 years old . He co-founded HealthMode in 2018 and served as its CEO through its acquisition by MindMed in February 2021; prior roles include Chief Medical Officer of NightWare (2018–Dec 2020), building and leading Pfizer’s Digital Medicine and Innovation Research Lab (2013–2018), and founding Column Health . He holds an M.D. from the University of Colorado School of Medicine, an M.A. in Clinical Informatics and a B.A. in Neuroscience & Behavior from Columbia University, and is board certified in Psychiatry, Addiction Medicine, and Clinical Informatics . During his tenure, MNMD achieved FDA Breakthrough Therapy designation for MM120 in GAD, commenced three Phase 3 programs (Voyage, Panorama, Emerge) and completed ~$250M equity financings extending cash runway into 2027 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HealthMode | Co-founder and CEO | 2018–Feb 2021 | Acquired by MindMed; contributed digital health capabilities |
| NightWare | Chief Medical Officer; Advisor | 2018–Dec 2020; Advisor ongoing | Led clinical role at sleep-focused device firm |
| Pfizer | Built and led Digital Medicine & Innovation Research Lab; Global Clinical Lead, Psychiatry | 2013–2018 | Advanced digital, clinical, regulatory strategies in psychiatry |
| Column Health | Founder and Chief Medical Officer | n/a | Technology-enabled psychiatry and addiction practice |
External Roles
| Organization/Body | Role |
|---|---|
| Tufts University School of Medicine | Assistant Professor of Psychiatry |
| American Psychiatric Association; American Society of Addiction Medicine | Fellow |
| Digital Medicine Society (DiMe) | Co-founder and Board Chair |
| Digital Biomarkers Journal | Founding Advisor |
| Multiple pharmaceutical/biotech/health tech firms | Strategic advisor |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Salary ($) | $462,500 | $485,500 |
| Target Bonus % of Salary | 40% | 40% |
| Non-Equity Incentive Plan Compensation ($) | $180,500 | $203,424 |
| Stock Awards ($) | $378,750 | $0 |
| Option Awards ($) | $0 | $627,000 |
| All Other Compensation ($) | $15,522 | $14,395 |
| Total ($) | $1,037,272 | $1,330,319 |
| 2024 Base Salary Rate ($) | — | $489,000 (rate effective Apr 1, 2024) |
Notes:
- 2024 bonuses paid at 104% of target following 104% corporate goal achievement .
- 2024 base salary rates were increased 3% and became effective April 1, 2024 .
Performance Compensation
| Metric | Weighting | Actual Achievement | Payout Basis |
|---|---|---|---|
| Advance & Accelerate R&D Pipeline | 55% | 60% | Corporate goal attainment drove bonus |
| Pre-Commercial Strategy | 20% | 15% | As above |
| Financial Ambitions & Compliance | 15% | 19% | As above |
| Patient-Focused High Impact Company | 10% | 10% | As above |
| Total Achievement | 100% | 104% | 104% of target bonus paid |
Equity Award Structure:
- 2024 long-term incentives were time-vested stock options; beginning in 2025, PSUs were added with vesting tied to clinical milestones .
Equity Ownership & Alignment
| Ownership Detail | Amount/Status |
|---|---|
| Outstanding shares beneficially owned | 252,813 |
| Shares exercisable within 60 days | 228,417 |
| Total beneficially owned | 481,230 |
| Ownership as % of shares outstanding | Less than 1% |
| RSUs vesting within 60 days (included in beneficial ownership) | 17,637 |
| Options exercisable within 60 days (included in beneficial ownership) | 210,780 |
| Insider hedging/pledging | Company prohibits hedging and pledging by insiders |
| Lock-Up (Oct 2025 offering) | Listed among directors/officers subject to lock-up |
Outstanding Equity Awards (as of Dec 31, 2024):
| Award | Exercisable | Unexercisable | Exercise Price | Vesting | Expiration | Notes |
|---|---|---|---|---|---|---|
| Stock Option (2/27/2024) | 31,250 | 118,750 | $4.98 | 1/48 monthly from 3/27/2024 | 2/26/2034 | Grant size 150,000 |
| Stock Option (3/24/2022) | 57,291 | 26,042 | $17.72 | 1/48 monthly from 3/24/2022 | 3/24/2027 | — |
| Stock Option (4/21/2021) | 93,852 | 4,081 | $32.76 | 25% on 2/26/2022; monthly thereafter | 4/21/2026 | — |
| RSUs (3/14/2023) | — | 70,313 unvested | — | Quarterly over 48 months | — | Market value $489,378 |
| RSUs (3/24/2022) | — | 19,792 unvested | — | 48 monthly installments | — | Market value $137,752 |
Employment Terms
| Provision | Involuntary Termination (without cause / for good reason) | Change-in-Control (CIC) Termination (double-trigger) |
|---|---|---|
| Salary continuation | 9 months (NEOs other than CEO) | 12 months (NEOs other than CEO) |
| Health coverage (COBRA or equivalent) | Up to Severance Period | Up to Severance Period |
| Bonus treatment if fiscal year completed but unpaid | Eligible based on actual achievement (Board determines) | 50% of target for NEOs if after fiscal year completion and unpaid |
| Equity vesting | Plan terms apply; no automatic acceleration | Full acceleration of time-based awards |
| CIC structure | Double-trigger for cash; equity per plan documents | |
| Clawback | SEC/Nasdaq-compliant clawback adopted Nov 20, 2023, amended Apr 11, 2025; covers incentive comp on accounting restatements |
Plan-level CIC mechanics:
- 2025 Equity Incentive Plan: if awards not assumed/continued, vesting accelerates; if assumed, performance awards convert to time-based at ≥ target/actual and vest on termination without cause within 12 months post-CIC . Options/SARs repricing prohibited without shareholder approval .
Compensation Peer Group (Benchmarking)
| Peer Companies (2024) |
|---|
| Aerovate Therapeutics |
| Anavex Life Sciences |
| Annexon |
| Atai Life Sciences N.V. |
| Athira Pharma |
| Cognition Therapeutics |
| COMPASS Pathways plc |
| Evelo Biosciences |
| Fulcrum Therapeutics |
| KalVista Pharmaceuticals |
| Larimar Therapeutics |
| Lineage Cell Therapeutics |
| MeiraGTx Holdings plc |
| Ocugen |
| Passage Bio |
| Praxis Precision Medicines |
| Relmada Therapeutics |
| Seelos Therapeutics |
| Stoke Therapeutics |
| Trevi Therapeutics |
| VistaGen Therapeutics |
Performance & Track Record
- Clinical progress: Phase 2b MM120 in GAD showed dose-dependent efficacy; rapid and durable activity through Week 12; supported selection of 100 µg dose and advancement to Phase 3 (Voyage, Panorama, Emerge) with topline readouts expected in 2026 .
- Financing and runway: ~$250M gross proceeds in 2024 equity financings, extending runway into 2027 .
- Development milestones: FDA Breakthrough Therapy designation for MM120 in GAD; initiation of multiple Phase 3 trials in GAD and MDD .
Risk Indicators & Red Flags
- Anti-pledging/hedging policy reduces alignment risk: Company prohibits pledging and hedging by insiders .
- Equity supply overhang: Significant time-based monthly vesting of options/RSUs can create ongoing insider selling pressure as tranches vest, though lock-up applied around Oct 2025 offering .
- Change-in-control: Double-trigger cash severance and equity acceleration under CIC termination; performance awards under 2025 plan convert/accelerate under CIC scenarios, which can affect dilution at transaction close .
- Clawbacks in place: Enhanced recoupment policy aligned with SEC/Nasdaq rules .
Investment Implications
- Pay-for-performance alignment: 2024 bonuses explicitly tied to corporate milestones with 104% achievement; equity is primary long-term incentive, with PSUs added in 2025 tied to clinical milestones—supporting alignment with value-creating events .
- Retention and vesting dynamics: Multiple overlapping monthly vesting schedules (options/RSUs) provide ongoing retention hooks but also enable periodic liquidity, which may translate into measured insider supply; lock-up compliance in late-2025 offering mitigated near-term sell pressure .
- Change-in-control protections: Double-trigger severance and equity acceleration could increase transaction costs but reduce management distraction risk in strategic scenarios; option/SAR repricing prohibitions protect shareholders from unfavorable modifications .
- Governance safeguards: Prohibitions on hedging/pledging and a formal clawback enhance shareholder alignment and reduce reputational/regulatory risk .