Suzanne Bruhn
About Suzanne Bruhn
Suzanne Bruhn, Ph.D., is an independent director of Mind Medicine (MindMed) Inc. (MNMD) since August 11, 2022 (age 61). She is Chair of the Compensation Committee and a member of the Nominating & Corporate Governance Committee, and was determined independent under Nasdaq and Canadian rules. She currently serves as CEO of the Charcot‑Marie‑Tooth Association (since November 2023) and holds a B.S. in Chemistry (Iowa State), a Ph.D. in Chemistry (MIT), and completed a postdoctoral fellowship in Human Genetics at Harvard Medical School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tiaki Therapeutics | President & CEO | May 2019 – Nov 2023 | Private preclinical biotech leadership |
| Proclara Biosciences | President & CEO | Apr 2017 – Sep 2018 | Clinical-stage biotech leadership |
| Promedior, Inc. | President & CEO | 2012 – 2015 | Clinical-stage biotech leadership |
| Shire Human Genetic Therapies | Senior leadership incl. SVP Global Regulatory Affairs | Prior to 2012 | Global regulatory leadership |
External Roles
| Organization | Role | Exchange | Tenure |
|---|---|---|---|
| Charcot‑Marie‑Tooth Association | Chief Executive Officer | — | Since Nov 2023 |
| Pliant Therapeutics, Inc. | Director | NASDAQ | Since 2016 |
| Travere Therapeutics, Inc. | Director | NASDAQ | Since Apr 2020 |
| Vigil Neuroscience, Inc. | Director | NASDAQ | Since Jul 2022 |
| Prior Boards: Avalo (fka Cerecor) | Director | NASDAQ | Apr 2020 – Dec 2021 |
| Prior Boards: Aeglea BioTherapeutics | Director | NASDAQ | 2017 – Aug 2020 |
| Prior Boards: Novelion Therapeutics | Director | — | 2017 – Jan 2020 |
| Prior Boards: Raptor Pharmaceuticals | Director | — | 2011 – 2016 (acquired by Horizon) |
Board Governance
- Roles: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee .
- Independence: Board determined Bruhn is independent; five of six directors are independent .
- Attendance: 2024 Board attendance 100% and committee attendance 100% (Board met 8 times in 2024; independent directors held 4 executive sessions) .
- Committee activity: Compensation Committee met 6 times in 2024; retains Compensia as independent advisor (no conflicts) .
- 2024 director election support (votes cast): For 18,167,514; Withheld 5,704,449; broker non‑votes 13,754,591 .
Fixed Compensation
| Component (Director) | MNMD Policy | FY2024 Bruhn Actual |
|---|---|---|
| Annual cash retainer | $40,000 per non-employee director | $51,141 fees earned/paid in cash |
| Committee Chair fee | $10,000 (Compensation Chair) | Included in cash total |
| Committee member fee | $5,000 (Nominating & Corp. Gov.) | Included in cash total |
| Other cash (Chair/Vice Chair/Audit) | $40,000 Chair; $30,000 Vice Chair; $15,000 Audit Chair/$7,500 member | N/A for Bruhn |
Notes: Cash fees are paid quarterly and may be pro‑rated; directors are reimbursed for reasonable travel expenses .
Performance Compensation
| Equity Component | FY2024 Amount | Instrument/Structure |
|---|---|---|
| Equity award (grant date FV) | $98,671 (options) | Non-employee director awards may be Options, RSUs, or DDSUs; initial grant $450,000 target value (3-year vesting); annual grant $180,000 target value (1-year vesting); DDSUs cash-settled at separation |
| Plan guardrails | — | 2025 Equity Plan prohibits repricing without shareholder approval; no evergreen; dividend payment on unvested awards prohibited; director annual cash+equity cap $750,000 ($1,000,000 first year) |
No director performance metrics are used for equity; standard time-based vesting under the director policy and plan terms .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public boards | Pliant Therapeutics (NASDAQ), Travere Therapeutics (NASDAQ), Vigil Neuroscience (NASDAQ) |
| Potential interlocks/conflicts | Board determined independence after reviewing relationships; no related-party transactions involving directors/officers >$120,000 since Jan 1, 2023 (outside normal comp) |
Expertise & Qualifications
- Biotech CEO experience (Promedior, Proclara, Tiaki); deep regulatory background (Shire HGT SVP Global Regulatory) .
- Academic credentials: B.S. Chemistry (Iowa State); Ph.D. Chemistry (MIT); Postdoc, Human Genetics (Harvard Medical School) .
- Board skills cited by MNMD: public company governance and industry knowledge .
Equity Ownership
| Measure | Value |
|---|---|
| Shares outstanding at record date (for context) | 75,551,538 (Apr 16, 2025) |
| Shares beneficially owned (Bruhn) | 17,639 |
| Options exercisable within 60 days | 43,325 |
| Total beneficial ownership (SEC method) | 60,964; <1% of outstanding |
| DDSUs held (cash-settled; not in ownership table) | 31,719 (settled in cash upon separation) |
| Anti-hedging/pledging policy | Pledging, margin, hedging prohibited for directors/officers/employees |
Governance Assessment
-
Positives:
- Independent, experienced life sciences executive; strong attendance (100%) and active role as Compensation Chair .
- Robust guardrails: anti-hedging/pledging policy; updated clawback policy (Nov 20, 2023; amended Apr 11, 2025) aligned with SEC/Nasdaq; director equity cap in 2025 plan; repricing prohibition .
- No related-party transactions disclosed; Section 16 compliance clean in 2024 .
- Compensation Committee uses independent consultant (Compensia), assessed as independent .
-
Watch items:
- Multi-board load: Bruhn serves on three other public company boards plus MNMD; within MNMD guideline limit (≤5 for non-CEOs), but investors may monitor time-commitment as Phase 3 programs advance .
- 2024 director equity award comprised of options (time-based), not performance-linked; common in small/mid-cap biotech but some investors prefer RSUs or cash to reduce option dilution sensitivity .
2024 Shareholder voting signal: Bruhn received 18,167,514 “For” and 5,704,449 “Withhold” votes (broker non-votes 13,754,591), indicating majority support with a meaningful withhold cohort to monitor in future cycles .