6-K
MindWalk Holdings Corp. (HYFT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of September, 2024.
Commission File Number: 001-39530
ImmunoPrecise Antibodies Ltd.
3204 - 4464 Markham Street, Victoria, British Columbia V8Z 7X8
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
| Form 20-F ☒ | Form 40-F ☐ |
|---|
- 2 –
INCORPORATION BY REFERENCE
Exhibit 99.1 of this Form 6-K is incorporated by reference into the Registrant’s Registration Statements on Form F-3 (File Nos. 333-273197 and 333-281312).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| IMMUNOPRECISE ANTIBODIES LTD. | ||
|---|---|---|
| Date: September 17, 2024 | ||
| By: | /s/ Kristin Taylor | |
| Name: | Kristin Taylor | |
| Title: | Chief Financial Officer |
EXHIBIT INDEX
| Exhibit | Description |
|---|---|
| 99.1 | Statement of Executive Compensation dated September 17, 2024 |
EX-99.1
IMMUNOPRECISE ANTIBODIES LTD.
3204 - 4464 Markham Street Victoria, British Columbia V8Z 7X8
September 17, 2024
Form 51-102F6
STATEMENT OF EXECUTIVE COMPENSATION
(for the financial year ended April 30, 2024)
This Statement of Executive Compensation is filed by ImmunoPrecise Antibodies Ltd. (“IPA” or the “Company”) pursuant to National Instrument 51‐102 – Continuous Disclosure Obligations under Canadian securities law. All monetary amounts herein are expressed in Canadian Dollars ("$") unless otherwise stated.
For the purpose of this Statement of Executive Compensation: "NEO" or "named executive officer" means each of the following individuals:
(a) each individual who, in respect of the Company, during any part of the most recently completed financial year, served as chief executive officer (“CEO”), including an individual performing functions similar to a CEO;
(b) each individual who, in respect of the Company, during any part of the most recently completed financial year, served as chief financial officer (“CFO”), including an individual performing functions similar to a CFO;
(c) in respect of the Company and its subsidiaries, each of the three most highly compensated executive officers, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was more than $150,000;
(d) each individual who would be a named executive officer under paragraph (c) but for the fact that the individual was not an executive officer of the Company, and was not acting in a similar capacity, at the end of that financial year.
General
Based on the foregoing definition, during the financial year ended April 30, 2024, the Company had six named officers (“NEOs”), namely:
- Dr. Jennifer L. Bath, who has been CEO and President since February 22, 2018;
- Kristin Taylor, who has been CFO since June 16, 2024, having previously served as interim CFO since September 19, 2023;
- Dr. Ilse Roodink, who has been the Chief Scientific Officer since July 1, 2021;
- Kari Graber, who has been VP of Commercial Services since November 1, 2021, and has worked for the Company since May 1, 2018;
- Dr. Barry Duplantis, who was the former VP of Client Relations from July 9, 2021, until January 5, 2024; and
- Brad McConn, who was the former CFO from August 6, 2022, until September 29, 2023.
Compensation Discussion and Analysis
Compensation Philosophy and Objectives
The Company’s executive compensation program is administered by the Board through the Remuneration and Nominating Committee. The primary objectives of the executive compensation program include:
- attracting and retaining high-quality senior executives,
- aligning executive compensation with long-term success of the Company, and
- providing compensation that is competitive with that of comparable companies.
Compensation Elements
The Company’s executive compensation program consists of three elements, detailed below:
| Compensation Element | Purpose |
|---|---|
| Base salary | The Company provides a base salary to each NEO to attract and retain key employees and provide a cash payment to executives not tied to performance objectives or Common Share return. Base salary is determined and reviewed annually by the Remuneration and Nomination Committee. |
| Short-term cash incentives | The Company provides cash incentive payments based on the financial performance of the Company and the individual performance of executives. The target incentive for the CEO is 100% of base salary with U.S. $200,000 of that total guaranteed, while other NEOs have a target incentive of from 30% to 50% of base salary. |
| Short-term cash incentives | The Company provides stock option awards to align executive compensation with the long-term success of the Company. |
Base salary is reviewed annually by the Remuneration and Nomination Committee.
During the fiscal year ended April 30, 2024, the Remuneration and Nomination Committee engaged Arnosti Consulting to complete a benchmarking analysis of the Company’s executive compensation program. The services of Arnosti Consulting were initially retained in 2021. The goal was to benchmark and provide recommendations for executive cash and equity compensation components. A total of 24 publicly traded peer companies of similar focus and market capitalization were included to complete the study. The benchmark group contained the following companies:
| Compensation Benchmark Companies | ||
|---|---|---|
| Absci Corporation | Cue Biopharma, Inc. | Lantern Pharma, Inc. |
| Alpine Immune Sciences, Inc. | CymaBay Therapeutics, Inc. | MEI Pharma, Inc. |
| AnaptysBio, Inc. | CytomX Therapeutics, Inc. | Pieris Pharmaceuticals, Inc. |
| Assembly Biosciences, Inc. | DURECT Corporation | Selecta Biosciences, Inc. |
| Athersys, Inc. | F-star Therapeutics, Inc. | Sutro Biopharma, Inc. |
| Catalyst Bioscience, Inc. | Harpoon Therapeutics, Inc. | Scholar Rock Holding Corp. |
| CorMedix Inc. | Infinity Pharmaceuticals, Inc. | Solid Biosciences Inc. |
| Calithera Biosciences, Inc. | Jounce Therapeutics, Inc. | XBiotech Inc. |
As a result of the study, the compensation of each NEO was adjusted effective September 15, 2022, to ensure competitive compensation as compared to the benchmark group.
The following table sets forth the fees billed to the Company by Arnosti Consulting for the financial years ended April 30, 2024 and 2023:
| Fee Category | Year Ended April 30, 2024() | Year Ended April 30, 2023() |
|---|---|---|
| Executive Compensation-Related Fees | ||
| All Other Fees | ||
| Total |
All values are in US Dollars.
Short-term cash incentives are based on the financial performance of the Company and the achievement of individual performance objectives by each NEO. The Board reviews the Company’s performance against these targets annually and determines the NEO’s short-term incentive payment. The performance objectives and achievement criteria for the financial year ending April 30, 2024 remain under review by the Remuneration and Nomination Committee. It is expected that the performance objectives will be comprised of a weighted combination of corporate metrics and individual performance goals.
The Board periodically awards stock options to NEOs under the Company’s Stock Option Plan to align executive compensation with the long-term success of the Company. The amount and terms of outstanding options held by an executive are considered when determining whether and how new option grants should be made to the executive. The exercise periods are set at the date of grant.
Performance Graph
On April 30, 2024, the closing price of the Company’s common shares on the Nasdaq Global Market exchange was U.S.$1.28. The following graph shows the cumulative return of U.S.$100 invested in the Company’s common shares on May 1, 2019, to the total return of the Nasdaq Composite Index.
Compensation paid to executives does not directly correlate with the above performance graph. The Company’s compensation philosophy is detailed under the heading “Compensation Philosophy and Objectives” above and is not based on short-term performance of the Company’s common shares.
Summary Compensation Table
The following table provides a summary of the compensation paid by the Company to each NEO of the Company for the financial years ended April 30, 2024, 2023, and 2022. All cash payments in the table below were made in U.S. dollars, except for Dr. Roodink’s and Dr. Duplantis’, which were made in Euros and Canadian dollars, respectively. All amounts listed are in Canadian dollars, translated using the average daily exchange rate on the last day of the period provided by the Bank of Canada. The average daily exchange rates on the relevant date as reported by the Bank of Canada are:
| Bank of Canada /CAD Average Daily Exchange Rate |
|---|
| April 30, 2024 |
| April 30, 2023 |
| April 30, 2022 |
All values are in US Dollars.
| Bank of Canada /CAD Average Daily Exchange Rate |
|---|
| April 30, 2024 |
| April 30, 2023 |
| April 30, 2022 |
All values are in Euros.
| Non-equity incentive plan compensation(1)() | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Name and principal position | Year | Salary() | Share-basedawards() | Option-basedawards() | Annualincentiveplans | Long-term<br>incentive<br>plans | Pensionvalue() | All othercompensation() | Totalcompensation() | |
| Dr. Jennifer L. Bath(2) | 2024 | — | ||||||||
| CEO, | 2023 | — | ||||||||
| President, and<br>Director | 2022 | — | ||||||||
| Kristin Taylor(3)<br>CFO | 2024 | — | ||||||||
| Brad<br>McConn(3) | 2024 | — | ||||||||
| Former CFO | 2023 | — | ||||||||
| 2022 | — | |||||||||
| Dr. Ilse <br>Roodink | 2024 | — | ||||||||
| CSO | 2023 | — | ||||||||
| 2022 | — | |||||||||
| Dr. Barry<br>Duplantis | 2024 | — | ||||||||
| Former VP of Client<br>Relations | 2023 | — | ||||||||
| 2022 | — | |||||||||
| Kari Graber | 2024 | — | ||||||||
| VP of Commercial | 2023 | — | ||||||||
| Services | 2022 | — | ||||||||
| Lisa Helbling(4) | 2023 | — | ||||||||
| Former CFO | 2022 | — |
All values are in US Dollars.
Notes:
- Non-equity incentive plan compensation includes bonuses earned during the financial year and payable as of the year-end date. Cash payments are made upon approval by the Board following year-end.
- Dr. Bath received no compensation in her capacity as director of the Company. Dr. Bath’s 2024 annual incentive plan compensation represents the guaranteed portion of her short-term cash incentive payment of U.S.$200,000.
- Mr. McConn was acting as CFO until September 29, 2023. Ms. Taylor was appointed as interim CFO on September 19, 2023, and was employed though a consulting firm up to her June 16, 2024 hire date as permanent CFO. Her salary for the 2024 financial year represents compensation paid to the consulting firm.
- Ms. Helbling was acting as CFO of the Company until August 5, 2022. She was appointed as director of the Company on December 13, 2022. Compensation for her services as a director is reflected in the Director Compensation Table.
The Company uses the Black-Scholes option pricing model to calculate the fair value of stock options on their grant date. The Company applies this methodology to value the stock options as accurately as possible using observable market inputs. The assumptions used in the model and the resulting fair value for each issuance is shown below:
| Black-Scholes model inputs | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Optionee | Year | Fair value ofoption() | Number of<br>options<br>awarded | Fair value ofaward() | Commonshare priceon grant date() | Exercise price() | Expected life<br>(years) | Risk-free<br>rate | ||||||
| Dr. Jennifer L. Bath | 2024 | — | — | — | ||||||||||
| 2023 | 300,452 | (1) | (1) | 5.00 | 3.57 | % | ||||||||
| 2022 | 120,000 | 5.00 | 1.42 | % | ||||||||||
| Kristin Taylor(2) | 2024 | — | — | — | ||||||||||
| Brad McConn(3) | 2024 | — | — | — | ||||||||||
| 2023 | 60,000 | (1) | (1) | 5.00 | 3.57 | % | ||||||||
| 2022 | 30,000 | 5.00 | 1.42 | % | ||||||||||
| Dr. Barry Duplantis | 2024 | — | — | — | ||||||||||
| 2023 | 50,000 | (1) | (1) | 5.00 | 3.57 | % | ||||||||
| 2022 | 25,000 | 5.00 | 1.42 | % | ||||||||||
| Dr. Ilse Roodink | 2024 | — | — | — | ||||||||||
| 2023 | 40,000 | (1) | (1) | 5.00 | 3.57 | % | ||||||||
| 2022 | 50,000 | 5.00 | 1.42 | % | ||||||||||
| Kari Graber | 2024 | — | — | — | ||||||||||
| 2023 | 50,000 | (1) | (1) | 5.00 | 3.57 | % | ||||||||
| 2022 | — | — | — |
All values are in US Dollars.
Notes:
- Price in U.S.$
- Ms. Taylor was appointed interim CFO effective September 19, 2023, employed through a consulting firm, and signed an employment agreement for the role of permanent CFO June 16, 2024. Signing options provided for within her employment agreement were awarded August 3, 2024.
- Mr. McConn resigned effective September 29, 2023.
Outstanding Share-based Awards and Option-based Awards
The following table of compensation securities provides a summary of all compensation securities outstanding to each NEO as of April 30, 2024.
| Option-based awards | Share-based awards | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Issuance<br>date | Number of<br>securities<br>underlying<br>unexercised<br>options<br>(#) | Optionexerciseprice() | Option<br>expiration<br>date | Value ofunexercisedin-the-moneyoptions() | Number of<br>shares or<br>units of<br>shares that<br>have not<br>vested<br>(#) | Market orpayoutvalue ofshare-basedawards thathave notvested() | Market orpayoutvalue ofvested share-basedawards notpaid out ordistributed() | |||||
| Dr. Jennifer L. | 09/01/2020 | 210,000 | 09/01/2025 | — | |||||||||
| Bath | 01/07/2022 | 120,000 | 01/07/2027 | — | |||||||||
| 02/19/2023 | 300,452 | (1) | 02/19/2028 | 100,151 | |||||||||
| Kristin Taylor | — | — | — | — | |||||||||
| Brad McConn | — | — | — | — | |||||||||
| Dr. Ilse | 01/06/2021 | 15,000 | 01/06/2026 | — | |||||||||
| Roodink | 01/07/2022 | 50,000 | 01/07/2027 | — | |||||||||
| 02/19/2023 | 40,000 | (1) | 02/19/2028 | 13,333 | |||||||||
| Dr. Barry Duplantis | — | — | — | — | |||||||||
| Kari Graber | 09/01/2020 | 10,000 | 09/01/2025 | — | |||||||||
| 02/19/2023 | 50,000 | (1) | 02/19/2028 | 16,667 |
All values are in US Dollars.
- Price in U.S.$
Incentive Plan Awards – Value Vested or Earned During the Year
The following table shows the incentive plan awards value vested or earned for each NEO for the fiscal year ended April 30, 2024:
| Name | Option-based awards – Value vested during the year() | Share-based awards – Value vested during the year() | Non-equity incentive plancompensation – Valueearned during the year() |
|---|---|---|---|
| Dr. Jennifer L. Bath | |||
| Kristin Taylor | |||
| Brad McConn | |||
| Dr. Ilse Roodink | |||
| Dr. Barry Duplantis | |||
| Kari Graber |
All values are in US Dollars.
Director Compensation Table
The following table provides a summary of compensation paid by the Company to each director of the Company for the financial year ended April 30, 2024. Cash payments are made in U.S. dollars, translated using the USD/CAD average daily exchange rate on April 30, 2024.
| Name(1) | Fees earned() | Share-based awards() | Option-based awards() | Non-equityincentive plancompensation() | Pensionvalue() | All othercompensation() | Total() | |
|---|---|---|---|---|---|---|---|---|
| Mitch Levine | ||||||||
| Gregory S. Smith | ||||||||
| James Kuo | (2) | |||||||
| Robert Burke | (2) | |||||||
| Lisa Anderson-Helbling | (2) | |||||||
| Chris Buyse | ||||||||
| Barry A. Springer | ||||||||
| Dirk Witters |
All values are in US Dollars.
Notes:
- The compensation of Dr. Jennifer L. Bath, a director and the Chief Executive Officer and President of the Company, is set out in the summary compensation table above. Dr. Bath did not receive any compensation for her role as a director of the Company.
- Ceased to be board member November 9, 2023.
With respect to their service for the year following the Company’s Annual General Meeting in November 2023, Directors of the Company are paid a base annual retainer for various positions, detailed below:
| Position | Additional Annual Compensation(U.S. ) |
|---|---|
| Chair/Lead Independent Director | |
| Independent Director, on at least one Committee | |
| Independent Director, if not on at least one Committee |
All values are in US Dollars.
Annual compensation is provided for the year beginning at the Annual General Meeting of Shareholders, and payments are made quarterly in arrears. Fees earned in the Director Compensation Table reflect cash compensation during the fiscal year ended April 30, 2024.
Option-based awards shown in the table above reflect an award of 40,000 options to each Director on appointment to the Board, and an award of 20,000 options to each Director annually during the fiscal year ended April 30, 2024.
Director Outstanding Share-based Awards and Option-based Awards
The following table of compensation securities provides a summary of all compensation securities outstanding to each director as of April 30, 2024.
| Option-based awards | Share-based awards | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Issuance<br>date | Number of<br>securities<br>underlying<br>unexercised<br>options<br>(#) | Optionexerciseprice() | Option<br>expiration<br>date | Value ofunexercisedin-the-moneyoptions() | Number of<br>shares or<br>units of<br>shares that<br>have not<br>vested<br>(#) | Market orpayout valueof share-basedawardsthat havenot vested() | Market orpayout valueof vestedshare-basedawards notpaid out ordistributed() | |||
| Mitch Levine | 1/19/2024 | 60,000 | (1) | 1/19/2029 | 54,444 | ||||||
| Dr. Jennifer L. Bath | 09/01/2020 | 210,000 | 09/01/2025 | — | |||||||
| 01/07/2022 | 120,000 | 01/07/2027 | — | ||||||||
| 02/19/2023 | 300,452 | (1) | 02/19/2028 | 100,151 | |||||||
| Chris Buyse | 1/19/2024 | 60,000 | (1) | 1/19/2029 | 54,444 | ||||||
| Dr. Barry A. Springer | 1/19/2024 | 60,000 | (1) | 1/19/2029 | 54,444 | ||||||
| Dirk Witters | 1/19/2024 | 60,000 | (1) | 1/19/2029 | 54,444 |
All values are in US Dollars.
- Price in U.S.$
Employment, Consulting and Management Agreements
Except as outlined below, the Company has not entered into a written management contract with any of its directors or officers.
Dr. Jennifer L. Bath
Dr. Jennifer L. Bath entered into an executive employment agreement with the Company on February 7, 2018, pursuant to which Dr. Bath was paid U.S.$350,000 per annum for providing services as CEO of the Company as part of the Company’s annual executive compensation review. The Company will pay Dr. Bath a guaranteed annual bonus of U.S.$150,000 and a U.S.$200,000 annual bonus payable upon achievement of performance targets mutually agreed to with the Board. In the event of termination without cause, Dr. Bath will be entitled to the equivalent of 12 months’ salary. During 2022, the Board approved an adjustment to Dr. Bath’s base salary to U.S.$535,080 per annum and annual bonus of 100% of base salary with U.S.$200,000 guaranteed. The Board has authorized the Chair of the Board and the Chair of the Remuneration Committee of the Board to negotiate certain amendments to the terms of Dr. Bath’s Employment Agreement and Change of Control Agreement, which amendments have not yet been finalized and are therefore not included in the above description.
Kari Graber
Ms. Graber entered into an executive employment agreement with the Company on July 1, 2019 (the “Kari Graber Employment Agreement”) pursuant to which Ms. Graber was paid U.S.$135,200 per annum, subject to periodic review and adjustment as part of the Company’s annual executive compensation review, for providing services as VP of Clients Relations and Project Management of the Company. The Company will pay Ms. Graber an annual bonus payable upon achievement of targets mutually agreed to with the Chief Business Officer. During 2022, the Board approved an adjustment to Ms. Graber’s base salary to U.S.$200,000 per annum and an annual bonus of 30% of base salary.
Dr. Ilse Roodink
Dr. Ilse Roodink entered into an executive employment agreement with the Company on July 1, 2021, pursuant to which Dr. Roodink was paid €143,400 per annum, subject to periodic review and adjustment as part of the Company’s annual executive compensation review, for providing services as Chief Scientific Officer of the Company. The Company will pay Dr. Roodink an annual bonus payable upon achievement of targets mutually agreed to with the CEO. During 2022, the Board approved an adjustment to Dr. Roodink’s base salary to U.S.$240,115 and an annual bonus of 40% of base salary.
Kristin Taylor
Ms. Taylor entered into an executive employment agreement with the Company on June 16, 2024 (the "Taylor Employment Agreement”) pursuant to which Ms. Taylor is paid U.S.$400,000 per annum, subject to periodic review and adjustment as part of the Company’s annual executive compensation review, for providing services as CFO of the Company. The Company will pay Ms. Taylor an annual bonus payable upon achievement of targets mutually agreed to with the CEO targeted at 40% of base salary. Under the terms of the Taylor Employment Agreement, on August 3, 2024 the Board of Directors of the Company approved an initial grant of stock options to purchase 204,767 of the Company’s issued and outstanding common shares, including: (i) 4-year vesting commencing retroactive to September 18, 2023, with 25% vesting on September 18, 2024, and the balance vesting in equal 1/36 increments from September 18, 2024, onwards; and (ii) a ten-year exercise period from the grant date.
Termination and Change of Control Benefits
Dr. Jennifer L. Bath
The Company has entered into a change of control agreement (the “Change of Control Agreement”) with Dr. Jennifer L. Bath, which provides for payments in the event of a change of control of the Company. The term “Change of Control” is defined as meaning that a person or group of persons acting jointly or in concert acquires, beneficially or otherwise (whether by purchase, exchange, amalgamation, merger, consolidation, or otherwise), directly or indirectly, in one transaction or in a series of related transactions, (a) Control of the Company (as defined below), or (b) all or substantially all of the assets of the Company. The term “Control” is defined as meaning the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the Company through the ownership of more than 50% of the voting securities.
If certain circumstances occur within 18 months following a change of control, the Change of Control Agreement provides for payments to be made to Dr. Bath. These circumstances include: (a) the assignment to Dr. Bath of any duties which are materially inconsistent, in an adverse respect, with her position, authority, status, duties, or responsibilities prior to the Change of Control, other than the assignment of duties related to the transition to a person who gains control of the Company or who acquires all or substantially all of the assets of the Company pursuant to the Change of Control (a “Successor”) that are reasonably commensurate with Dr. Bath’s position; (b) the removal or elimination of one or more of Dr. Bath’s duties, responsibilities, or functions that were material to her position, authority, status, duties or responsibilities prior to the Change of Control; (c) a reduction in Dr. Bath’s base salary or annual bonus compensation opportunity; (d) a requirement that Dr. Bath relocate to or be based at a location which is 50 kilometres or more from the location where
she was based immediately prior to the Change of Control; (e) the failure to continue Dr. Bath’s participation in substantially all of the insured group benefit plans (or substantially equivalent successor plans, programs, or policies) as were in effect for Dr. Bath immediately prior to the Change of Control, including medical, dental, life, and other benefits plans, but excluding short and long term disability coverage and out of country medical coverage (“Benefit Plans”); and (f) any other change in the terms and conditions of Dr. Bath’s employment that would constitute a constructive dismissal at common law (each such circumstance, a “Triggering Event”).
In the event that Dr. Bath’s employment with the Company is terminated: (a) by Dr. Bath within three months after a Triggering Event where just cause for the Company to terminate Dr. Bath’s employment does not exist; or (b) by the Company within 12 months of a Change of Control where just cause does not exist and other than (i) in response to a resignation by Dr. Bath that is not a resignation set out in (a) above; and (ii) where a Successor offers to employ or engage Dr. Bath immediately following a Change of Control on terms and conditions that, on the whole, are at least as favourable to Dr. Bath as she enjoyed immediately prior to the Change of Control, excluding the terms of the Change of Control Agreement (either such termination, an “Involuntary Termination”), then the Change of Control Agreement entitles Dr. Bath to receive: (v) an amount equal to 24 months of her salary; (w) an amount equal to twice the amount of her guaranteed bonus; (x) an amount equal to twice the amount of the discretionary bonus paid to her for the last full bonus year; (y) her guaranteed bonus for the year in which the Involuntary Termination occurred, prorated based on the number of days worked in the year; and (z) a discretionary bonus for the year in which the Involuntary Termination occurred, calculated based on the discretionary bonus paid to her for the last full bonus year, pro-rated based on the number of days worked in the year.
In addition, if an Involuntary Termination occurs, Dr. Bath’s rights and entitlements upon termination under any incentive plans will be determined by the terms and conditions of such incentive plans, and the Company will continue to provide Dr. Bath with coverage under Benefit Plans for a period of 24 months following such Involuntary Termination, subject to the terms of such Benefit Plans and the consent of the applicable carrier. For any portion of such 24 month period during which the Company is unable to continue to provide coverage under a Benefit Plan due to the applicable carrier’s refusal or the terms of such Benefit Plan, the Company will pay to Dr. Bath compensation equal to the cost to the Company of the Benefit Plan coverage that is not maintained, provided that Dr. Bath does not become entitled to participate in substantially similar benefits through another benefits provider.
The following table sets forth an estimated aggregate amount that Dr. Bath would have been entitled to receive pursuant to the Change of Control Agreement (assuming the continuation of coverage under all applicable Benefits Plans) if an Involuntary Termination had occurred on April 30, 2024:
| Change of control compensation based on<br>salary, guaranteed bonus, and<br>discretionary bonus<br>($) | Entitlements under<br>incentive plans | Total<br>($) | |
|---|---|---|---|
| 2,722,090 | — | 2,722,090 |
The Board has authorized the Chair of the Board and the Chair of the Remuneration Committee of the Board to negotiate certain amendments to the terms of Dr. Bath’s Employment Agreement and Change of Control Agreement which have not yet been finalized and are therefore not included in the above.
Kristin Taylor
The Board has approved and is in the process of implementing an amendment to the Taylor Employment Agreement, whereby if Ms. Taylor’s employment with the Company is terminated without cause or she resigns for good reason, and such termination or resignation is not in connection with a Change in Control, she will receive severance pay equivalent to twelve (12) months of her base salary and continuation of health insurance coverage (COBRA) for twelve (12) months. Additionally, if Ms. Taylor’s employment with the Company is terminated without cause or she resigns for good reason within twelve (12) months following a Change in Control (double trigger), she will receive severance pay equivalent to twelve (12) months of her base salary, payment of her target bonus for the year of termination, equivalent to one (1) times the target bonus, continuation of health insurance coverage (COBRA) for twelve (12) months, and full acceleration of all outstanding equity awards.
Kari Graber
The Board has approved and is in the process of implementing an amendment to the Graber Employment Agreement, whereby if Ms. Graber’s employment with the Company is terminated without cause or she resigns for good reason, and such termination or resignation is not in connection with a Change in Control, she will receive severance pay equivalent to six (6) months of her base salary and continuation of health insurance coverage (COBRA) for six (6) months. Additionally, if Ms. Graber’s employment with the Company is terminated without cause or she resigns for good reason within twelve (12) months following a Change in Control (double trigger), she will receive severance pay equivalent to six (6) months of her base salary, payment of her target bonus for the year of termination, equivalent to one half (0.5) times the target bonus, continuation of health insurance coverage (COBRA) for six (6) months, and full acceleration of all outstanding equity awards.
Oversight and Description of Director and NEO Compensation
The Company’s executive compensation program is administered by the Remuneration and Nomination Committee. The Remuneration and Nomination Committee’s responsibilities include reviewing and making recommendations to the Board with respect to the adequacy and form of compensation to all executive officers and directors of the Company, making recommendations to the Board in respect of granting of stock options to management, directors, officers and other employees and consultants of the Company, and monitoring the performance of the Company’s executive officers.
During the financial year ended on April 30, 2024, the Remuneration and Nomination Committee consisted of Chris Buyse, Barry Springer and Dirk Witters, each of whom are independent within the meaning of section 1.4 of National Instrument 52-110 – Audit Committees (“NI 52-110”) and individually and collectively possess the requisite knowledge, skill and experience in governance and compensation matters, including human resource management, executive compensation matters and general business leadership, to fulfill the committee’s mandate.
Executive compensation awarded to the NEOs consists of a combination of base salary, short-term cash incentives, and options granted under the stock option plan. The Company does not presently have a long-term incentive plan for its NEOs. There is no policy or target regarding allocation between cash and non-cash elements of the Company’s compensation program.
In setting compensation rates for NEOs, the Company compares the amounts paid to them with the amounts paid to executives in comparable positions at other comparable companies. The Company’s compensation payable to the NEOs is based upon, among other things, the responsibility, skills, and experience required to carry out the functions of each position held by each NEO and varies with the amount of time spent by each NEO in carrying out his or her functions on behalf of the Company. The grant of stock options, as a key component of the executive compensation package, enables the Company to attract and retain qualified executives. Stock option grants are based on the total of stock options available under the Option Plan. In granting stock options, the Board reviews the total of stock options available under the Option Plan, recommends grants to newly retained executive officers at the time of their appointment, and considers recommending further grants to executive officers from time to time thereafter. The amount and terms of outstanding options held by an executive are taken into account when determining whether and how new option grants should be made to the executive. The exercise periods are to be set at the date of grant. The stock option grants may contain vesting provisions in accordance with the Company’s Option Plan.
The Company did not make any changes to its compensation policies during or after the fiscal year ended April 30, 2024.
Directors, officers, and employees of the Company are not prohibited from the practice of selling “short” securities of the Company and the practice of buying or selling a “call” or “put” or any other derivative security or financial instrument in respect of any securities of the Company.
The Remuneration and Nomination Committee reviews, from time to time and at least once annually, the risks, if any, associated with the Company’s compensation program at such time. As at the date hereof, the Remuneration and Nomination Committee has not identified any risks associated with the Company’s compensation program that would be reasonably likely to have a material adverse effect on the Company. Under the compensation program, the Remuneration and Nomination Committee and the Board consider risks associated with executive compensation and does not believe that the Company’s executive compensation policies and practices encourage its executive officers to take inappropriate or excessive risks. Aside from a fixed base salary and fixed or discretionary bonus, NEOs are compensated through the granting of options which is compensation that is both “at risk” and associated with long-term value creation. The value of such compensation is dependent upon shareholder return over the applicable vesting period, which reduces the incentive for executives to take inappropriate or excessive risks as their long-term compensation is at risk.
Pension
The Company does not provide any pension benefits for directors or executive officers.
Forward Looking Information
This document contains forward-looking statements within the meaning of applicable United States securities laws and Canadian securities laws. Forward-looking statements are often identified by the use of words such as “potential”, “plans”, “expects” or “does not expect”, “is expected”, “estimates”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking information contained in this document includes, but is not limited to, statements regarding the Company’s intentions and plans with respect to compensation of its executive officers and directors, statements with respect to potential amendments to employment agreements with the Company’s NEOs, and any other statements concerning anticipated future events, conditions or results that are not historical facts. In respect of the forward-looking information contained herein, the Company has provided such statements and information in reliance on certain assumptions that management believed to be reasonable at the time.
Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements stated herein to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Actual results could differ materially from those currently anticipated due to a number of factors and risks, including the risk that future actions, decisions or policies affect the compensation program described herein, and those risks discussed in the Company’s Form 20-F, dated July 29, 2024 (which may be viewed on the Company’s profile at www.sedarplus.com and www.sec.gov/edgar). Accordingly, readers should not place undue reliance on forward-looking information contained in this document. The forward-looking statements contained herein are made as of the date of this document and, accordingly, are subject to change after such date. The Company does not assume any obligation to update or revise any forward-looking statements, whether written or oral, that may be made from time to time by us or on our behalf, except as required by applicable law.