Definium Therapeutics, Inc.

For the period ended Jun 12, 2025. Filed Apr 23, 2025.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 12, 2025 · Filed Apr 23, 2025

DFTX$33.27+9.6%Stored close · as of Nov 6, 2026

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Contents

PROXY STATEMENT SUMMARY

This summary highlights certain information related to topics discussed in this proxy statement (this “Proxy Statement”). This summary does not contain all of the information you should consider, and you should read this entire Proxy Statement carefully before voting.

Virtual Annual Meeting Information

	Date:			June 12, 2025
	Time:			10:00 a.m. Eastern Time
	Location:			Online at www.virtualshareholdermeeting.com/MNMD2025
	Record Date:			April 16, 2025

How to Vote*

By Internet (prior to the Annual Meeting)	By Telephone	By Mailing your Proxy Card	By Internet (during the Annual Meeting)

Visit 24/7 www.proxyvote.com	Dial toll-free 24/7 1-800-690-6903	Cast your ballot, sign your proxy card and send by free post	Vote during the live webcast of the Annual Meeting
Visit www.proxyvote.com and have available the 16-digit control number included on your proxy card or Notice. Your internet vote must be received by June 11, 2025 at 11:59 p.m. Eastern Time.	Dial toll-free 1-800-690-6903 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the 16-digit control number from your proxy card or Notice. Your telephone vote must be received by June 11, 2025 at 11:59 p.m. Eastern Time.	Complete, sign and date the enclosed proxy card by June 11, 2025 at 11:59 p.m. Eastern Time in the envelope provided. If you return your signed proxy card to us before such deadline, we will vote your shares as you direct.	You may vote during the Annual Meeting by going to www.virtualshare holdermeeting.com/MNMD2025 and providing the 16-digit control number included on your proxy card or Notice.

If you are a beneficial owner of shares registered in the name of your broker, bank, or other nominee, you should have received a voting instruction form with these proxy materials from that organization rather than from MindMed. Simply complete and mail the voting instruction form in accordance with the instructions in that form to ensure that your vote is counted. Alternatively, you may vote by telephone or over the Internet by following the instructions provided by your broker, bank or other nominee. Beneficial owners should provide their voting instructions to their broker, bank or nominee sufficiently in advance of the Annual Meeting and in accordance with the voting instructions provided by their broker, bank or other nominee. You are also invited to attend the Annual Meeting by visiting

www.virtualshareholdermeeting.com/MNMD2025 and entering the 16-digit control number found on your voting instruction form and voting instructions received from your broker, bank or other nominee. If you did not receive a 16-digit control number, please contact your broker, bank or other nominee as soon as possible, so that you can be provided with a control number and gain access to the Annual Meeting.

Online access to the Annual Meeting will open approximately 15 minutes prior to the start of the virtual meeting. We recommend that you visit www.virtualshareholdermeeting.com/MNMD2025 and log in with your 16-digit control number prior to the start time of 10:00 a.m. Eastern Time to ensure you are fully logged in when the Annual Meeting begins. If you attend the Annual Meeting, you may vote your shares electronically during the Annual Meeting even if you have previously returned your proxy card or completed your proxy by phone or on the Internet.

A summary of the information you need to attend the Annual Meeting online is provided below.

Any shareholder and duly appointed proxyholder as of the Record Date will be entitled to attend, participate and vote at the Annual Meeting via webcast at www.virtualshareholdermeeting.com/MNMD2025.

To enter the Annual Meeting, please have the 16-digit control number available, which is included on your proxy card, Notice or voting instruction form. If your common shares are held of record by a broker, bank or other nominee and you did not receive a 16-digit control number, please contact your broker, bank or other nominee as soon as possible, so that you can be provided with a control number and gain access to the Annual Meeting.

You may vote and submit questions during the Annual Meeting by following the instructions on the log-in page for the webcast at www.virtualshareholdermeeting.com/MNMD2025.

If you encounter technical difficulties or trouble accessing the live webcast of the Annual Meeting or other technical issues during the Annual Meeting, please call the technical support number that will be posted on the log-in page for the Annual Meeting for assistance.

Cast Your Vote Right Away

Proposals	More Information	Board of Directors Recommendation
Proposal 1: To elect Carol A. Vallone, Andreas Krebs, Dr. Suzanne Bruhn, Dr. Roger Crystal, David Gryska and Robert Barrow to the Company’s Board to hold office until the 2026 annual general meeting of shareholders	Page 16	FOR each nominee
Proposal 2: To appoint KPMG as independent registered public accounting firm (auditor) for the Company until the 2026 annual general meeting of shareholders	Page 31	FOR
Proposal 3: To consider, and if deemed advisable, approve, the 2025 Equity Incentive Plan	Page 33	FOR

Governance Highlights

We are committed to maintaining strong corporate governance practices and continuing to build on our success and long-term shareholder value. The highlights of our corporate governance practices include the following:

	• All of our directors are independent, other than our Chief Executive Officer, and all members of our Board committees are independent.			• We have an independent Chair and Vice Chair of the Board.
	• We have adopted a Code of Conduct and Ethics, which is available on our website at https://ir.mindmed.co/corporate-governance/governance-documents and Corporate Governance Guidelines, which are included herein as Annex A.			• On average, our directors had a 98% attendance rate for board meetings and 100% attendance rate for committee meetings during the fiscal year ended December 31, 2024.

	• We proactively engage with our shareholders throughout the year.			• We do not have a shareholder rights plan (i.e., no poison pill).
	• We prohibit our insiders, including our executive team, from pledging our securities or purchasing our securities on margin.			• We conduct regular executive sessions of independent directors at meetings of our Board of Directors.
	• We do not have a staggered or classified Board.

Nominees for Director

The names of the nominees for directors and certain information about each individual as of April 23, 2025 unless noted otherwise, are set forth below:

	Name			Position(s) and Committee Membership on MindMed Board			Current Position and Summary of Relevant Experience			Director Since			Age			Independent
	Carol A. Vallone			Board Chair, member of Compensation Committee and Audit Committee			• Chair of the board of trustees of McLean Hospital (affiliate of Harvard Medical School) • Member of the board of trustees of Mass General Brigham • Chair of the board of directors of RiaHealth and CrowdComfort • Board member of Bain Capital double impact portfolio company, Arosa; and Hightop Health • Former board member of Cresco Labs, Inc. • Industry Advisor for Berkshire Partners and Advisory Board member for Longitude Capital			2021			68			Yes
	Andreas Krebs			Vice Board Chair, member of Nominating and Corporate Governance Committee and Audit Committee			• Former President and Executive board member of Wyeth Corporation • Heads family-owned investment company, Longfield Invest GmbH • Board member of AHW GmbH • Former board member of IDT Biopharma • Industry advisor for Nordic Capital			2021			67			Yes

Name	Position(s) and Committee Membership on MindMed Board	Current Position and Summary of Relevant Experience	Director Since	Age	Independent
Dr. Suzanne Bruhn	Chair of Compensation Committee and member of Nominating and Corporate Governance Committee	• Chief Executive Officer of the Charcot-Marie-Tooth Association (CMTA) • Board member of Pliant Therapeutics, Inc., Travere Therapeutics, Inc. and Vigil Neuroscience, Inc.	2022	61	Yes
Dr. Roger Crystal	Chair of Nominating and Corporate Governance Committee and member of Compensation Committee	• Former President, Chief Executive Officer and board member of Opiant Pharmaceuticals, Inc. • Lead inventor of NARCAN Nasal Spray	2022	48	Yes
David Gryska	Chair of Audit Committee and Audit Committee Financial Expert	• Former Chief Financial Officer of Incyte Corporation and Celgene Corporation • Member of the board and the audit committee of Forte Biosciences, Inc.	2023	69	Yes
Robert Barrow	Chief Executive Officer	• Former Chief Development Officer of MindMed • Former Director of Drug Development & Discovery at Usona Institute and former Chief Operating Officer and Director of Olatec Therapeutics LLC • Pharmaceutical executive and clinical pharmacologist with over a decade of experience leading drug development programs in a variety of disease areas	2021	36	No

As further described in “Proposal No. 1 — Election of Directors,” we believe that (i) Ms. Vallone’s financial and executive expertise, leadership and governance experience on several psychiatric services and healthcare industry boards make her qualified to serve on our Board, (ii) Mr. Krebs’ financial background, executive leadership, including his tenure as President of a major pharmaceutical corporation, and investment experience make him qualified to serve on our Board, (iii) Dr. Bruhn’s life sciences executive and public company governance experience and her industry knowledge make her qualified to serve on our Board, (iv) Dr. Crystal’s extensive experience as a pharmaceutical executive and a medical doctor makes him qualified to serve on our Board, (v) Mr. Gryska’s experience as a senior financial executive at several life sciences and biotechnology companies makes him qualified to serve on our Board and (vi) Mr. Barrow’s deep knowledge of the Company and industry experience make him qualified to serve on our Board.

Recent Business Highlights

	• In March 2024, we announced that our Phase 2b trial of MM120 for the treatment of generalized anxiety disorder (“GAD”) met its key secondary endpoint, and 12-week topline data demonstrated clinically and statistically significant durability of activity observed through Week 12.			• In August 2024, we announced plans for our Phase 3 development programs for MM120 orally disintegrating tablet (“ODT”) in GAD and major depressive disorder (“MDD”).
	• In December 2024, we announced the first patient dosed in our Phase 3 Voyage study of MM120 ODT in GAD. Topline data from the 12-week double-blind period anticipated in the first half of 2026.			• In January 2025, we announced the first patient dosed in our Phase 3 Panorama study of MM120 ODT in GAD. Topline data from the 12-week double-blind period anticipated in the second half of 2026.
	• In April 2025, we announced the first patient dosed in our Phase 3 Emerge study of MM120 ODT in MDD. Topline data from the 12-week double-blind period anticipated in the second half of 2026.			• Enhanced and strengthened the Company’s financial resources with $250 million in gross proceeds from equity financings in 2024.

Executive Compensation Highlights

The Compensation Committee of our Board carefully considers our business strategy, our corporate achievements described above and our transformation as a company in making compensation decisions. As our business grows and transforms, our executive compensation program also continues to evolve and transform. Our Compensation Committee develops plans and arrangements that it believes are the appropriate to drive results for our Company and our shareholders and makes changes to ensure that our compensation program aligns our executive officers’ compensation with our shareholders’ interests and our performance over the long-term.

Our executive compensation program is designed to align pay with our performance and accordingly, executive pay is heavily weighted toward performance-based compensation tied to our performance over the short- and long-term. For 2024, a significant portion of our chief executive officer and other named executive officer compensation was “at-risk” compensation, consisting of an annual performance bonus earned and long-term equity incentives awarded (based on such equity incentives’ grant date fair value) as reported in “Executive Compensation — 2024 Summary Compensation Table.”

Our executive compensation program adheres to the following practices, which are designed to align our executive team’s interests with shareholder interests and market best practices:

	What We Do			What We Don’t Do
	• Emphasize “at-risk” compensation and long-term equity incentives			• No “single trigger” change in control cash payments
	• Tie performance bonus-based cash opportunities to defined corporate objectives and formally cap payouts			• No substantially enhanced benefits or perquisites that are not available to all employees
	• Maintain “Clawback” policy to recover erroneously awarded incentive-based compensation received by current or former executive officers			• No guaranteed bonuses or base salary increases

	What We Do			What We Don’t Do
	• Seek and value shareholder feedback on compensation practices			• No tax “gross-ups” on severance or change in control payments
	• Retain an independent compensation consultant
	• Prohibit hedging or pledging of our common shares
	• Enter into executive employment agreements and set executive compensation (including salary, bonus target and long-term incentive compensation) based on industry data from a comparable set of peer companies

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.