Mind Medicine (MindMed) Inc.

Current report

On May 29, 2025, Matt Wiley, our Chief Commercial Officer, and on May 30, 2025, Brandi Roberts, our Chief Financial Officer, each entered into a sell-to-cover arrangements intended to comply with the requirements of Rule 10b5-1(c) authorizing the pre-arranged sale of Common Shares to satisfy tax withholding obligations of the Company arising exclusively from the vesting of time-vesting RSUs and the related issuance of Common Shares. The amount of Common Shares to be sold to satisfy the Company’s tax withholding obligations under this arrangement is dependent on future events which cannot be known at this time, including the future trading price of Company Common Shares. The expiration date relating to each arrangement is dependent on future events which cannot be known at this time, including the final vest date of the applicable time-vesting RSUs and each officer’s respective termination of service.

Current report

Barrow Executive Employment Agreement

Current report

On July 30, 2025, following the approval of the Compensation Committee (the "Compensation Committee") of the Board of Directors of the Company (the “Board”), the Company entered into a new Executive Employment Agreement with Robert Barrow, our Chief Executive Officer and a director (the “Barrow Agreement”). The Barrow Agreement supersedes the Executive Employment Agreement, dated November 9, 2022, between the Company and Mr. Barrow.

Current report

Under the terms of the Barrow Agreement, Mr. Barrow's annual base salary is $655,000 and Mr. Barrow is eligible for a discretionary annual cash bonus with a target of 50% (the “Annual Bonus”) of Mr. Barrow’s then-current base salary (the “CEO Target Amount”). Under the Barrow Agreement, Mr. Barrow’s eligibility for the Annual Bonus will be based upon the Board's assessment of the attainment of individual and corporate performance goals as determined by the Board in its sole discretion.

Current report

Pursuant to the terms of the Barrow Agreement, Mr. Barrow’s employment is at will and may be terminated at any time by the Company or Mr. Barrow. If Mr. Barrow’s employment is terminated by the Company without Cause (as defined in the Barrow Agreement) or if Mr. Barrow resigns for Good Reason (as defined in the Barrow Agreement) in either case not within 12 months following the effective date of a Change in Control (as defined in the Mind Medicine (MindMed) Inc. Stock Option Plan (the "Stock Option Plan")), then Mr. Barrow would be eligible to receive the following severance benefits, less applicable withholdings and deductions (the “Non-CIC Severance Benefits”):

Current report

payment of his then-current base salary in accordance with normal payroll procedures for 12 months;

Current report

payment or reimbursement of continued health coverage for Mr. Barrow and his dependents under COBRA for up to 12 months; and

Current report

if the termination or resignation occurs after the completion of the Company’s fiscal year, but before any bonuses are paid for such fiscal year, Mr. Barrow will be eligible for a bonus for the completed fiscal year, dependent upon the actual achievement of the applicable individual and corporate performance goals, as determined by the Board in its reasonable discretion.

Current report

Under the Barrow Agreement, if Mr. Barrow’s employment is terminated by the Company without Cause or if Mr. Barrow resigns for Good Reason, in either case within 12 months following the effective date of a Change in Control, then Mr. Barrow would be entitled to the following severance benefits, less applicable withholdings and deductions (the “CIC Severance Benefits,” together with the Non-CIC Severance Benefits, the “Severance Benefits”):

Current report

payment of his then-current base salary in accordance with normal payroll procedures for 24 months;

Current report

payment or reimbursement of continued health coverage for Mr. Barrow and his dependents under COBRA for up to 24 months;

Current report

if the termination or resignation occurs after the completion of the Company’s fiscal year, but before any bonuses are paid, (a) a lump sum cash payment of 100% of the CEO Target Amount for the year in which the termination occurs and (b) an amount equal to the CEO Target Amount prorated for the portion of the year in which Mr. Barrow is employed; and

Current report

the vesting and exercisability of all outstanding equity awards held by Mr. Barrow immediately prior to the termination date that are subject to time-based vesting requirements (if any) will be accelerated in full.

Current report

Payment of the Severance Benefits is subject to Mr. Barrow signing and delivering to the Company a separation agreement containing a general release of claims in favor of the Company. Under the Barrow Agreement, if Mr. Barrow’s employment is terminated for Cause or Mr. Barrow resigns without Good Reason, Mr. Barrow will not receive any Severance Benefits.

Current report

Karlin Executive Employment Agreement

Current report

On July 30, 2025, following the approval of the Compensation Committee, the Company entered into a new Executive Employment Agreement with Daniel Karlin, M.D., our Chief Medical Officer (the “Karlin Agreement”). The Karlin Agreement supersedes the Executive Employment Agreement, dated November 9, 2022, between the Company and Dr. Karln.

Current report

The Karlin Agreement is substantially similar to the Barrow Agreement, except that:

Current report

Dr. Karlin’s base salary is $510,000;

Current report

Dr. Karlin’s annual target for his annual bonus is 40% of his then-current base salary;

Current report

if Dr. Karlin’s employment is terminated by the Company without Cause (as defined in the Karlin Agreement) or Dr. Karlin resigns for Good Reason (as defined in the Karlin Agreement), in either case not within 12 months following the effective date of a Change in Control (as defined in the Stock Option Plan), then Dr. Karlin is entitled to receive the same Non-CIC Severance Benefits as Mr. Barrow, but Dr. Karlin will receive payment of his then-current base salary for nine months and payment or reimbursement of continued health coverage for Dr. Karlin and his dependents under COBRA for up to nine months; and

Current report

if Dr. Karlin’s employment is terminated by the Company without Cause or Dr. Karlin resigns for Good Reason, in either case within 12 months following the effective date of a Change in Control, then Dr. Karlin is entitled to receive the same CIC Severance Benefits as Mr. Barrow, but Dr. Karlin will receive payment of his then-current base salary for 12 months and payment or reimbursement of continued health coverage for Dr. Karlin and his dependents under COBRA for up to 12 months.

Current report

Sullivan Executive Employment Agreement

Current report

On July 30, 2025, following the approval of the Compensation Committee, the Company entered into a new Executive Employment Agreement with Mark R. Sullivan, our Chief Legal Officer and Corporate Secretary (the “Sullivan Agreement,” together with the Barrow Agreement and the Karlin Agreement, the "Employment Agreements"). The Sullivan Agreement supersedes the Executive Employment Agreement, dated April 13, 2023, between the Company and Mr. Sullivan.

Current report

Mr. Sullivan’s Employment Agreement is substantially similar to the Karlin Agreement, except that Mr. Sullivan’s base salary is $485,000.

Current report

The foregoing descriptions of the Employment Agreements are not complete and are qualified in their entirety by reference to the Employment Agreements, which are filed as exhibits 10.6, 10.7 and 10.8 to this Quarterly Report on Form 10-Q and are incorporated herein by reference.