Mark Sullivan
About Mark Sullivan
Mark R. Sullivan, J.D., is Chief Legal Officer and Corporate Secretary of Mind Medicine (MindMed) Inc. (MNMD), serving since April 2023; he is 53 years old and holds a B.A. from the University of Pennsylvania and a J.D. from Rutgers University School of Law . Before MNMD, Sullivan was General Counsel and Corporate Secretary at Sesen Bio (2019–2023), Acting General Counsel (2018–2019), a private consultant to life sciences firms (2012–2018), and held senior legal/compliance roles at MModal/MedQuist (2003–2012), following private practice at Pepper Hamilton (2000–2003) and Drinker Biddle & Reath (1998–2000) .
Company performance context (investor alignment):
- MNMD is pre-revenue with negative EBITDA; see table below for recent annual EBITDA levels (values from S&P Global)*.
MNMD Financial Performance (Annual)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | n/a* | n/a* | n/a* |
| EBITDA ($USD) | -$66,315,000* | n/a* | -$103,889,000* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sesen Bio (NASDAQ: CARM, prior to merger with Carisma Therapeutics) | General Counsel & Corporate Secretary | Aug 2019–Apr 2023 | Led legal and governance through strategic transition and merger context . |
| Sesen Bio | Acting General Counsel | Apr 2018–Aug 2019 | Interim leadership of legal function during pre-merger period . |
| Life sciences consulting | Private Consultant | Aug 2012–Mar 2018 | Supported regulatory/compliance and transactions across biotech clients . |
| MModal/MedQuist (Nasdaq: MODL) | General Counsel, Chief Compliance Officer & Secretary | 2003–2012 | Oversaw compliance and legal through going-private transaction by One Equity Partners . |
| Pepper Hamilton LLP | Associate | 2000–2003 | Corporate and securities legal practice . |
| Drinker Biddle & Reath LLP | Associate | 1998–2000 | Corporate and securities legal practice . |
External Roles
- None disclosed in current proxy for Sullivan; skip if not disclosed.
Fixed Compensation
| Component | 2024 Amount/Terms | Notes |
|---|---|---|
| Base Salary | $443,000 | 2024 base salary approved (effective April 1, 2024) . |
| Target Bonus % | 40% of base | NEO target bonus framework (CEO 55%; other NEOs 40%) . |
| Actual Annual Bonus (2024) | $184,288 | Paid at 104% of target based on corporate goal achievement . |
| 401(k) Match (2024) | $13,800 | Company non-elective contributions/matching for 2024 . |
| Perquisites & Insurance (2024) | $414 life insurance; $254 perquisites | As reported in Summary Compensation Table . |
Performance Compensation
| Metric | Weighting | Target Framework | 2024 Actual | Payout | Vesting/Payment Timing |
|---|---|---|---|---|---|
| Advance & Accelerate R&D Pipeline | 55% | Goals set annually; payout range 0–200% of target | 60% achieved | Contributed to total 104% of target bonus | Cash bonus paid in 2025 for 2024 performance . |
| Pre-Commercial Strategy (MM120 launch readiness) | 20% | As above | 15% achieved | As above | As above . |
| Financial Ambitions & Compliance | 15% | As above | 19% achieved | As above | As above . |
| Patient-Focused High Impact Company | 10% | As above | 10% achieved | As above | As above . |
| Total | 100% | Target = 40% of base for Sullivan | 104% total achievement | 104% of target paid | Paid in 2025 for 2024 . |
Equity Awards (Structure, Grant Detail, Vesting)
| Award Type | Grant Date | Shares/Units | Fair Value ($) | Strike | Expiration | Vesting Terms |
|---|---|---|---|---|---|---|
| Stock Options | Feb 27, 2024 | 125,000 | $517,500 | $4.98 | Feb 26, 2034 | 1/48th monthly over 48 months from Mar 27, 2024 . |
| RSUs | Apr 13, 2023 | 125,000 | $596,000 | n/a | n/a | 25% vested Apr 13, 2024; remaining 75% vests quarterly in 12 equal installments thereafter . |
Equity Ownership & Alignment
| Ownership Detail | Amount | As-of | Notes |
|---|---|---|---|
| RSUs unvested | 125,000 | Dec 31, 2024 | Market value $870,000 at period end . |
| Options exercisable | 26,041 | Dec 31, 2024 | From 2024 option grant . |
| Options unexercisable | 98,959 | Dec 31, 2024 | Remaining 2024 grant vesting over time . |
| Shares acquirable within 60 days (RSUs) | 21,875 | Apr 16, 2025 | Within 60-day window per ownership disclosure . |
| Shares acquirable within 60 days (Options) | 39,062 | Apr 16, 2025 | Within 60-day window per ownership disclosure . |
| Hedging/Pledging | Prohibited | Policy | Insider Trading Policy bans pledging/margin and hedging for insiders . |
| Ownership Guidelines | Not disclosed | — | No stock ownership guideline disclosure found for NEOs; skip if not disclosed. |
Insider selling pressure: Quarterly RSU vesting through 2027 and steady monthly option vesting could create periodic sell windows; however, hedging/pledging is prohibited, and standard blackout periods apply via Insider Trading Policy .
Employment Terms
| Term | Provision | Notes |
|---|---|---|
| Start Date | April 13, 2023 | Joined MNMD as CLO and Corporate Secretary . |
| Severance (Involuntary Termination) | 9 months base salary + COBRA; FY-completed bonus based on actual achievement if termination after fiscal year-end before bonuses paid | Applies to NEOs on “without cause” or “good reason” termination . |
| Change-in-Control (Double Trigger) | 12 months base salary + COBRA; 50% of target bonus if termination after fiscal year-end before bonuses paid; full acceleration of time-based equity | All change-of-control cash payments are double-trigger; no tax gross-ups . |
| Clawback | SEC/Nasdaq-compliant policy (adopted Nov 20, 2023; amended Apr 11, 2025) | Mandates recovery of excess incentive comp tied to financial reporting measures after an Accounting Restatement . |
| Anti-Hedging/Pledging | Prohibited | Short sales, options, hedging, margin/pledges banned for insiders . |
Investment Implications
- Pay-for-performance alignment: Bonus tied to clearly weighted clinical/commercial/financial goals; 2024 payout at 104% reflects above-target corporate execution without discretionary overrides . Equity mix shifted to options in 2024 and adds PSUs in 2025 tied to clinical milestones, which increases at-risk exposure and performance linkage .
- Retention risk and selling cadence: RSU tranches through 2027 and monthly option vesting provide ongoing retention hooks; periodic vesting may drive predictable liquidity events, but hedging/pledging are prohibited, reducing misalignment risk .
- Change-of-control economics: Double-trigger protection (12 months salary for NEOs, bonus terms, and full acceleration of time-based equity) is market-standard; absence of tax gross-ups is shareholder-friendly .
- Governance and discipline: Robust clawback policy aligned to SEC/Nasdaq rules and banned pledging/hedging policies reduce governance red flags .
Overall, Sullivan’s compensation structure and policies emphasize clinical execution and shareholder alignment while providing standard retention/severance protections; investors should monitor quarterly RSU vesting and monthly option vesting as potential trading signal catalysts tied to blackout window schedules .