Roger Crystal
About Roger Crystal
Roger Crystal, M.D. (age 48) has served as an independent director of Mind Medicine (MindMed) Inc. since August 11, 2022. He is the lead inventor of NARCAN Nasal Spray and former President/CEO/Director of Opiant Pharmaceuticals (acquired by Indivior in March 2023). He is currently CEO/Chair of W12 Therapeutics (since December 2023) and CEO of Crystal Healthcare Advisory LLC (since 2023), and holds an MBA from London Business School and medical degrees from the University of Birmingham; he previously practiced as a surgeon at Imperial College Healthcare and earned MRCS (Royal College of Surgeons of England) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Opiant Pharmaceuticals, Inc. | President, CEO, Director | 2019–Mar 2023 | Led development/approval of NARCAN; lead inventor on patents |
| ImaginAb | Chief Business Officer | 2004–2016 | VC-backed biotech leadership |
| Goldman Sachs; A.T. Kearney; GE Healthcare | Various business roles | Not disclosed | Early business career roles |
| Imperial College Healthcare (London) | Surgeon (ENT/Head & Neck) | Prior to business career | MRCS awarded; clinical training |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| W12 Therapeutics | CEO & Chair | Since Dec 2023 | Private company; no public reporting issuer status disclosed |
| Crystal Healthcare Advisory LLC | CEO | Since 2023 | Private advisory firm |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Compensation .
- Independence: Board affirmed Dr. Crystal is independent under Nasdaq and NI 52-110 .
- Attendance: 100% of Board meetings; 100% of committee meetings in 2024 .
- Committee activity: Nominating & Corporate Governance met 4 times in 2024; Compensation met 6 times .
- Board structure: Independent Chair; regular executive sessions; average director attendance 98% board, 100% committees; insider pledging prohibited .
| Committee | Membership | Chair |
|---|---|---|
| Audit | Not a member | — |
| Compensation | Member | Chair is Dr. Suzanne Bruhn |
| Nominating & Corporate Governance | Member | Chair (Dr. Crystal) |
Fixed Compensation
- Non-Employee Director Compensation Policy (Amended Aug 2022):
- Base cash retainer: $40,000/year
- Committee fees: Audit Chair $15,000 (member $7,500); Compensation Chair $10,000 (member $5,000); Nominating Chair $10,000 (member $5,000)
- Board Chair +$40,000; Vice Chair +$30,000 .
- 2024 Director Compensation (actual):
- Dr. Roger Crystal: Cash fees $51,141; Option awards grant-date fair value $98,671; Total $149,812 .
| Component | 2024 Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $51,141 |
| Option Awards (ASC 718 grant-date FV) | $98,671 |
| Stock Awards (RSUs/DDSUs) | $0 |
| Total | $149,812 |
Performance Compensation
- Director equity program terms:
- Initial Grant at onboarding: $450,000 target value in RSUs/Options/DDSUs (Board no longer intends to grant DDSUs going forward) .
- Annual Grant at AGM: $180,000 target value; RSUs vest quarterly over one year; Options/DDSUs vest monthly over one year .
- Options: 10-year term; exercise price at 100% FMV (prior trading day) .
- Change-in-control: accelerated vesting per service tenure (partial to full acceleration) .
- Repricing prohibition: 2025 Equity Plan explicitly forbids option/SAR repricing without shareholder approval .
| Equity Term | Metric / Value | Vesting / Conditions |
|---|---|---|
| Initial Grant | $450,000 target | RSUs: 3 equal annual tranches; Options/DDSUs: 1/3 at 1-year, then monthly |
| Annual Grant | $180,000 target | RSUs: 4 equal quarterly; Options/DDSUs: 12 equal monthly |
| Option Term | 10 years | Exercise price = prior-day FMV; nonstatutory |
| CIC Treatment | Service-based acceleration | <1 year: vest to 1-year schedule; ≥1 year: vest in full |
| Repricing | Prohibited without vote | No cash exchange or strike reduction allowed |
Note: Director awards are not tied to operating performance metrics (e.g., revenue/EBITDA/TSR) in the proxy; no performance metric targets disclosed for directors .
Other Directorships & Interlocks
- Public reporting issuer boards: None disclosed for Dr. Crystal; only Dr. Bruhn (VIGL/TVTX/PLRX) and Mr. Gryska (FBRX) are listed as serving on other reporting issuers .
- Interlocks/conflicts: None disclosed involving Dr. Crystal .
Expertise & Qualifications
- Pharmaceutical CEO experience; clinical research, product development, commercialization; medical training and MRCS; MBA .
- Board’s rationale: Extensive pharma executive experience and medical background qualify him for the Board .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficially owned common shares (as of Apr 16, 2025) | 60,964; comprised of 17,639 outstanding shares and 43,325 shares exercisable within 60 days via options; <1% ownership (*) |
| Options outstanding (12/31/2024) | 43,773 |
| Unvested RSUs (12/31/2024) | 1,984 |
| DDSUs holdings (within 60 days of Apr 16, 2025) | 31,719 (cash-settled; not counted in share ownership table) |
| Unvested DDSUs (12/31/2024) | 7,463 |
(*) Represents beneficial ownership of less than 1% .
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Security | Qty Transacted | Post-Transaction Holdings | Price | Source |
|---|---|---|---|---|---|---|---|
| 2023-06-23 | 2023-06-21 | A (Award) | Common Shares | 13,671 | 19,623 | 0.00 | |
| 2023-06-23 | 2023-06-21 | A (Award) | Stock Option (Right to Buy) | 19,203 | 27,267 | $3.61 | |
| 2024-06-12 | 2024-06-10 | A (Award) | Stock Option (Right to Buy) | 16,506 | 16,506 | $7.25 | |
| 2025-06-16 | 2025-06-12 | A (Award) | Stock Option (Right to Buy) | 75,187 | 75,187 | $7.30 |
Observations: Awards only; no open-market purchases/sales disclosed in 2023–2025. Ownership form: direct; no pledging disclosed, and company policy prohibits insider pledging .
Governance Assessment
- Strengths: Independent status; 100% attendance; chairing Nominating & Corporate Governance; robust director compensation policy with clear caps and CIC provisions; explicit anti-repricing clause in 2025 Equity Plan; prohibition on insider pledging; no related-party transactions involving Dr. Crystal since Jan 1, 2023 .
- Pay alignment: Mix of modest cash fees and at-risk equity (options/RSUs) with time-based vesting; 2024 total of $149,812 (cash $51,141; options $98,671) indicates standard small-cap biotech director pay scale .
- Shareholder signals: 2025 AGM election votes for Dr. Crystal 27,862,876 with 1,281,878 withheld (broker non-votes 13,705,737); equity plan also approved (28,452,155 for, 581,911 against) .
- Red flags: None disclosed—no related-party transactions, no hedging/pledging, no option repricing; attendance and independence robust .
Other Notes
- Committee charters available on company website (Audit, Compensation, Nominating & Corporate Governance) .
- Beneficial ownership table compiled at record date (Apr 16, 2025) with 75,551,538 shares outstanding .