David Gryska
About David Gryska
Independent director since June 21, 2023; age 69; Chair of the Audit Committee and designated Audit Committee Financial Expert. Former CFO at Incyte and Celgene with extensive public company finance and audit oversight; currently on the board and audit committee of Forte Biosciences; B.A. in Accounting & Finance (Loyola University) and MBA (Golden Gate University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Incyte Corporation | EVP & Chief Financial Officer | 2014–2018 | Senior finance leadership at large-cap biotech |
| Celgene Corporation | SVP & Chief Financial Officer | 2006–2010 | Led finance at major biopharma (pre-BMS acquisition) |
| Myrexis, Inc. | Chief Operating Officer; Director | 2012 | Operating and board responsibilities at public biotech |
| Scios Inc. | SVP & CFO; VP Finance & CFO | 2000–2004; 1998–2000 | Public biopharma CFO through M&A by J&J |
| Cardiac Pathways Corporation | VP Finance & CFO | 1993–1998 | Public medtech CFO through acquisition by Boston Scientific |
| Ernst & Young LLP | Partner | Prior to 1993 | Audit partner background (Big 4) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Forte Biosciences, Inc. (NASDAQ: FBRX) | Director; Audit Committee member | Since Jan 2023 | Ongoing audit oversight at public biotech |
| Seagen Inc. | Director (prior) | 2005–Dec 2023 | Served until acquisition by Pfizer |
| Aerie Pharmaceuticals, Inc. | Director (prior) | 2018–2022 | Board service at ophthalmology biotech |
| GW Pharmaceuticals plc | Director (prior) | 2020–2021 | Board service at cannabinoid therapy company |
| PDL BioPharma | Director (prior) | 2014–2020 | Board service during portfolio restructuring |
Board Governance
- Independence: Board determined Gryska is independent under Nasdaq and Canadian NI 52-110; no disqualifying relationships disclosed .
- Committees: Chair, Audit Committee; Audit Committee Financial Expert (SEC definition) .
- Attendance: 100% attendance at Board and committee meetings in 2024; Board held eight meetings; independent directors met in four executive sessions .
- Audit leadership: Audit Committee met five times in 2024; issued report recommending inclusion of audited financials in 2024 Form 10-K (KPMG independence and communications reviewed) .
- Majority voting policy: Nominees receiving more “WITHHOLD” than “FOR” votes must tender resignation for Board decision within 90 days .
- Ethical safeguards: Code of Ethics; related-party transactions reviewed by Audit Committee; insider hedging and pledging prohibited .
Fixed Compensation (Director)
| Component | 2024 Amount (USD) | Source/Notes |
|---|---|---|
| Base retainer (non-employee director) | $40,000 | Policy rate |
| Audit Committee Chair fee | $15,000 | Policy rate |
| Total cash fees earned (2024) | $55,000 | Director compensation table |
Performance Compensation (Director)
| Item | 2024 Value / Detail | Notes |
|---|---|---|
| Option awards (grant-date fair value) | $98,671 | Director comp table (valuation under ASC 718) |
| Outstanding stock options (12/31/2024) | 54,100 | Count outstanding at YE |
| Unvested RSUs (12/31/2024) | 9,234 | Equity outstanding at YE |
| Unvested DDSUs (12/31/2024) | 6,566 | Cash-settled upon separation |
| DDSUs within 60 days (as of 4/16/2025) | 8,389 | Footnote (settled in cash; not in ownership table) |
| Director equity structure | Initial grant $450k; annual grant $180k in options/RSUs/DDSUs; vests time-based | Policy; no meeting fees |
| Change-in-control treatment | Director awards vest per tenure thresholds; full vesting after ≥1 year of service | Policy |
| Clawback | Equity awards subject to company clawback policy and plan recoupment provisions | Policy and plan |
- Non-employee director annual cap: Total director compensation (cash + equity grant-date value) limited to $750,000 per calendar year; $1,000,000 in first year joining the board .
- Director equity generally time-based; no performance metrics tied to director compensation disclosed .
Other Directorships & Interlocks
- Current public board: Forte Biosciences (Audit Committee member) .
- Related-party transactions: Company reports none since January 1, 2023 meeting materiality thresholds; related-party policy requires Audit Committee approval and director recusal .
Expertise & Qualifications
- Designated Audit Committee Financial Expert; extensive CFO experience at multiple public biotechs and audit partner background; strong financial reporting, internal control, and compliance oversight credentials .
- Education: B.A. (Loyola University); MBA (Golden Gate University) .
Equity Ownership
As of record date April 16, 2025.
| Metric | Shares/Units | Notes |
|---|---|---|
| Outstanding common shares owned | 10,617 | Beneficial ownership table |
| Options exercisable within 60 days | 40,524 | Beneficial ownership table |
| Total beneficial ownership | 51,141 | Sum per table |
| Ownership as % of outstanding | <1% | Marked “*” in table |
| DDSUs (cash-settled, within 60 days) | 8,389 | Not included in share count; cash upon separation |
- Pledging/hedging: Company policy prohibits pledging, margin, hedging, and speculative transactions by directors .
Governance Assessment
-
Strengths:
- Deep finance pedigree (CFO roles at Incyte/Celgene; former audit partner) with formal designation as Audit Committee Financial Expert; chairs a fully independent Audit Committee .
- Strong engagement: 100% attendance at Board and committee meetings in 2024 .
- Clean conflicts record: No related-party transactions disclosed; robust related-party and ethics frameworks; anti-hedging/pledging policies .
- Compensation structure consistent with peers: modest cash retainer plus time-based equity; within policy caps; subject to clawback .
-
Watch items:
- DDSUs are cash-settled (not equity-delivery), partially diluting “skin-in-the-game” alignment versus pure share-settled RSUs, though he also holds RSUs/options; overall ownership remains <1% given MindMed’s share count .
- Multiple past board commitments are historical; current external public commitment is one (Forte), which is modest, but should continue to be monitored for potential interlocks; no current related-party dealings disclosed .