Robert Barrow
About Robert Barrow
Robert Barrow is Chief Executive Officer and a director of Mind Medicine (MindMed) Inc. (MNMD); he has served on the Board since 2021 and is not an independent director. He is 36 years old as of the April 23, 2025 proxy filing. The Board maintains an independent Chair and all standing committees are fully independent, which mitigates typical dual-role concerns associated with a CEO-director structure. Under Barrow’s tenure, MindMed has advanced MM120 into Phase 3 programs for GAD and initiated Phase 3 in MDD, while remaining pre-revenue; net losses have widened as the company invests in late-stage trials (see Performance & Track Record).
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MindMed | Chief Development Officer (prior to CEO) | — | Promoted from internal development leadership to CEO; continuity of clinical strategy for MM120/MM402. |
| Usona Institute | Director of Drug Development & Discovery | — | Psychedelic-related drug development expertise leveraged into MindMed’s pipeline execution. |
| Olatec Therapeutics LLC | Chief Operating Officer and Director | — | Prior operating and governance experience in clinical-stage biotech. |
| MindMed | SVP of Development & Chief Development Officer (offer letter) | 2021 | Offer letter outlines comp structure (salary, bonus target, equity) prior to CEO appointment. |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Barrow in MNMD’s 2025 director nominee table. |
Fixed Compensation
Multi-year fixed compensation for Robert Barrow (as reported):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 671,582 | 598,750 | 623,500 |
| Target Bonus (%) | 50% of base (CEO Employment Agreement) | 50% of base (per Employment Agreement terms) | 50% of base (agreement describes CEO Target Amount; target % not revised in cited excerpts) |
| All Other Compensation ($) | 2,019 | 13,658 | 14,294 |
Notes:
- 2022 salary includes a retroactive adjustment tied to his CEO start date (June 9, 2021).
- Target bonus percentage is specified as 50% in the CEO Employment Agreement; the agreement permits adjustments, but no revised percentage was disclosed in the provided excerpts.
Performance Compensation
Annual Performance Bonus (cash)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Non-Equity Incentive Plan Compensation ($) | 282,500 | 318,725 | 359,216 (earned for 2024, paid 2025) |
| Notable disclosure | — | Company disclosed bonuses paid at 95% of target for 2023 based on 95% of objective achievement | — |
| Citation | — | — |
Equity Awards (grants, values, and vesting)
| Year | Type | Grant Date | Quantity | Exercise/Strike | Grant Date Fair Value ($) | Vesting Details |
|---|---|---|---|---|---|---|
| 2021 | Option | 1/15/2021 | Pre-split 1,000,000; post-split outstanding shown as 55,000 exercisable/11,666 unexercisable at 12/31/23 | $45.31 (post-split) | — | 25% on 1/15/2022, then monthly to 1/15/2025 (per original agreement); outstanding balances shown in 2024 proxy table. |
| 2021 | RSU | 1/15/2021 | Pre-split 500,000; post-split outstanding 16,667 at 12/31/23 | — | — | 25% annually 2022–2025; schedule in RSU Agreement. |
| 2021 | Option | 4/21/2021 | Pre-split 2,515,500; post-split outstanding shown as 122,281 exercisable/45,419 unexercisable at 12/31/23 | $31.48 (post-split) | — | 25% on 1/15/2022, then monthly installments beginning 1/15/2023. |
| 2022 | Option | 3/24/2022 | 194,000 total (84,875 exercisable/109,125 unexercisable at 12/31/23) | $17.06 | — | 1/48 monthly from 3/24/2022 (time-based). |
| 2022 | RSU | 3/24/2022 | 68,250 unvested at 12/31/23 | — | — | 48 equal monthly installments from 3/24/2022. |
| 2023 | RSU | 3/14/2023 | 400,000 | — | 1,212,000 | Time-vesting RSUs under PR Plan; company emphasized time-based awards in 2023. |
| 2024 | Option | 2/27/2024 | 400,000 | $4.98 | 1,656,000 | Time-vesting options under the Option Plan; awarded in Q1; timing table disclosed (no MNPI timing). |
Additional notes:
- In 2023 the Compensation Committee used RSUs; in 2024, options; beginning in 2025, PSUs tied to clinical milestones are incorporated alongside time-vesting equity.
- Equity award timing controls disclosed; options in 2024 were not “spring-loaded” relative to MNPI (+/-3.78% around disclosures).
Performance Metric Framework (cash and equity)
- Annual bonuses tied to corporate objectives; 2023 payout at 95% of target based on 95% objective achievement; specific metric weights/thresholds not disclosed.
- From 2025, PSUs vest on clinical milestones, increasing explicit pay-performance linkage for long-term equity.
Equity Ownership & Alignment
Beneficial ownership and near-term vesting/exercisability:
| As-of Date | Common Shares Outstanding (record date) | Shares Owned (Outstanding) | Shares Acquirable in 60 Days (RSUs/Options) | Total Beneficial | % of Class | Notes |
|---|---|---|---|---|---|---|
| Apr 24, 2024 | 71,872,422 | 189,856 | 371,229 (incl. 32,903 RSUs; 338,326 options) | 561,085 | <1% | CEO receives no extra director pay. |
| Apr 16, 2025 | 75,551,538 | 276,537 | 564,879 (incl. 51,930 RSUs; 512,949 options) | 841,416 | 1.11% | Hedging/pledging of company stock is prohibited by policy. |
Insider activity context:
- Initial Section 16 filing (Form 3) in Jan 2022 reflects legacy RSU/option positions and vesting schedules.
- Company prohibits hedging/pledging, supporting alignment; no tax gross-ups on severance/CIC.
Employment Terms
- Status: At-will employment; Robert Barrow commenced as CEO on June 9, 2021 (retroactive for salary adjustment).
- CEO Employment Agreement (summarized in filings): Base salary, target bonus at 50% of base; at-will; severance protections.
- Severance (current framework): If terminated without cause or resigns for good reason: 12 months of base salary and COBRA; if within 12 months post-CIC (double trigger): 24 months salary and COBRA, 100% of target bonus for the year of termination, and full acceleration of time-based equity; no tax gross-ups.
- Historical plan disclosures also referenced immediate vesting upon certain change-of-control events in legacy documentation, reflecting evolution to current double-trigger market practice.
- Clawback: Company maintains a clawback policy for erroneously awarded incentive compensation to executives.
Board Governance
- Board service: Appointed a director December 13, 2021; continues as CEO and director.
- Independence and structure: Barrow is not independent; all other directors are independent; Board has an independent Chair; Barrow holds no committee memberships (committees are fully independent).
- Committee composition (2025): Audit (Chair: Gryska), Compensation (Chair: Bruhn), Nominating & Corporate Governance (Chair: Crystal); Barrow not on committees.
- Director compensation policy (for non-employee directors): Base retainer $40,000; additional fees for Chair and committee roles; initial and annual equity grants with defined vesting—Barrow does not receive director compensation as an employee director.
Performance & Track Record
Strategic and clinical execution:
- Positive Phase 2b results for MM120 in GAD (primary and secondary endpoints), FDA breakthrough designation, and progression to multiple Phase 3 programs in GAD (Voyage, Panorama) and MDD (Emerge) with topline data expected in 2026.
Financial performance (company is pre-revenue; selected P&L metrics):
Annual (USD):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income - (IS) ($) | -56,796,000* | -95,732,000* | -108,679,000* |
| EBITDA ($) | -66,315,000* | — | -103,889,000* |
Quarterly (USD):
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Net Income - (IS) ($) | -34,741,000* | -23,348,000* | -42,744,000* | -67,265,000* |
| EBITDA ($) | -32,462,000* | -32,152,250* | -40,896,250* | -45,662,250* |
Values retrieved from S&P Global.*
Compensation Structure Analysis
- Cash vs equity mix: Heavy reliance on at-risk pay continues; 2024 mix shifted from 2023 RSUs to 2024 time-vesting options; 2025 adds PSUs, increasing performance linkage.
- Metric rigor and payouts: 2023 bonus at 95% of target on 95% objective attainment suggests formulaic link; detailed weights/thresholds not disclosed.
- Award timing controls: 2024 option grants (2/27/2024) accompanied by an Item 402(x) disclosure indicating no opportunistic timing around MNPI.
- Red flags: No option repricing disclosed; double-trigger CIC with no tax gross-up; prohibition on hedging/pledging; maintenance of clawback policy—overall governance-friendly design.
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited (alignment positive).
- Severance/CIC: Double-trigger; 24 months salary for CEO in CIC termination; full acceleration of time-vested equity (market-standard; retention supportive).
- Tax gross-ups: None (shareholder-friendly).
- Related party transactions/legal: Not indicated in the provided excerpts. —
- Say-on-pay: Not disclosed in excerpts; no low approval flagged. —
- Insider selling pressure: Time-based vesting and significant option overhang could create periodic supply; specific Form 4 sale patterns not summarized in provided excerpts; initial Section 16 holdings filed.
Compensation Committee & Peer Practices
- Committee is independent, uses Compensia; reviews benchmark data and adjusts program (e.g., introduction of PSUs in 2025).
- Peer group specifics and target percentile not disclosed in provided excerpts. —
Equity Ownership Guidelines
- Explicit executive ownership multiples not disclosed; hedging/pledging prohibited; director compensation and equity policies defined.
Employment Contracts & Restrictive Covenants
- At-will with severance protections; non-disclosure and restrictive covenant provisions include injunctive relief and survival; historical documentation referenced change-of-control provisions in legacy agreements.
Investment Implications
- Alignment: Barrow’s meaningful equity exposure (options and RSUs) and policy prohibitions on hedging/pledging support shareholder alignment; move to PSUs in 2025 ties more compensation to clinical value inflection.
- Retention risk: Robust double-trigger CIC (24 months salary, target bonus payout, equity acceleration) and standard severance (12 months) reduce turnover risk through pivotal Phase 3 reads.
- Trading signals: Large, time-vested equity and option grants can create episodic selling pressure at vest/exercise; monitor Form 4s around vest cliffs and clinical catalysts. Initial Section 16 holdings and detailed vest schedules exist; continued surveillance advised.
- Pay-for-performance: 2023 cash bonus paid at 95% of target; 2024 mix favored options; addition of PSUs improves outcome linkage ahead of 2026 Phase 3 readouts; no tax gross-ups or repricing observed.
- Execution risk: Pre-revenue losses are widening as programs scale into Phase 3; funding and trial execution remain key drivers of TSR. See financial tables. [GetFinancials S&P Global]*