Lion Electric Co 6-K, filed May 1, 2023

About this 6-K

Lion Electric Co (LEVGQ)

6-K 2023-05-01 For: 2023-04-28

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Added on April 16, 2026

THE LION ELECTRIC COMPANY

Date: April 28, 2023

/s/ Nicolas Brunet

Nicolas Brunet

Executive Vice President & Chief Financial Officer

Lion Electric Co filed this 6-K on May 1, 2023.

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Exhibit Number		Description of Exhibit

99.1		Management Proxy Circular

99.2		Notice of Meeting

99.3		Form of Proxy

99.4		Voting Information Form

99.5		Access Notice


	Page
NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS		3
GENERAL INFORMATION		7
GENERAL PROXY MATTERS		9
Proxy Solicitation		9
Who Can Vote		9
Notice-and-Access		9
How to Request a Paper Copy of the Proxy Materials		9
How to Attend the Meeting		10
Your Vote is Important		11
Voting		11
By Proxy		12
At the Virtual Meeting		13
By Proxy		13
At the Virtual Meeting		15
Completing the Form of Proxy		15
Changing Your Vote		16
Voting Requirements		16
Submitting Questions at the Meeting		16
Voting Shares Outstanding and Quorum		17
Principal Shareholders		17
BUSINESS OF THE MEETING		18
Election of Directors		18
Description of Proposed Nominee Directors		20
Appointment of Independent Auditor		31
COMPENSATION OF DIRECTORS		32
Director Compensation		32
Director Incentive Plan Awards		33
EXECUTIVE COMPENSATION — DISCUSSION AND ANALYSIS		34
Executive Compensation Philosophy and Objectives		35
Role and Accountabilities of the Human Resources and Compensation Committee		35
Compensation Consulting Services and Related Fees		36
Market Positioning and Benchmarking		36
Principal Elements of Compensation		37
Additional Information on Long-Term Incentive Plans (LTIP)		39
Hedging / Anti-Hedging Policy		43
Executive Succession Planning		43
Compensation Risk Management		44
Performance Results		45
Summary Compensation Table		46
Incentive Plan Awards		48
Summary of NEO Employment Agreements		49
Severance on Termination of Employment		50
Securities Authorized for Issuance under Equity Compensation Plans		51
DISCLOSURE OF CORPORATE GOVERNANCE PRACTICES		52
Board of Directors		52
Position Descriptions		54
Nomination of Directors		54
Board Evaluation		55
Orientation and Continuing Education		55
Risk Management		55
Board Oversight of ESG Matters		55
Director Term Limits and Other Mechanisms of Board Renewal		56
Board Skills Matrix		56
Board of Directors Fiscal 2022 Highlights		57
Board of Directors Committees		57


Code of Ethics			60
Insider Trading Policy			61
Diversity			61
Nomination Rights Agreement			62
Majority Voting Policy			62
Advance Notice Requirements for Director Nominations			63
Indemnification and Insurance			63
ADDITIONAL INFORMATION			64
Indebtedness of Directors and Executive Officers			64
Interest of Certain Persons and Companies in Matters to be Acted Upon			64
Interest of Informed Persons in Material Transactions			64
Public Filings			64
Shareholder Proposals for Next Annual Meeting of Shareholders			65
SCHEDULE A			66


NAME OF SHAREHOLDER	COMMON SHARES CURRENTLY BENEFICIALLY OWNED, CONTROLLED OR DIRECTED	PERCENTAGE OF OUTSTANDING SHARES⁽¹⁾

Power Energy Corporation	77,143,685⁽²⁾	34.51%

9368-2672 Quebec Inc	26,458,653⁽³⁾	11.84%



PIERRE LAROCHELLE	Director and Chairman of the Board

Age: 51 Québec, Canada Not independent⁽¹⁾ Director since 2017	Pierre Larochelle has served as a member of Lion’s Board since October 2017 where he also serves as Chairman of Lion’s Board. Mr. Larochelle has been an investor and financial advisor for the last 25 years. Since 2022, he is Co-Managing Partner at Idealist Capital. Previously, Mr. Larochelle was President and CEO of Power Energy, a subsidiary of Power Corporation of Canada and Partner, Co-Head of Energy Infrastructure at Power Sustainable Capital Inc., the parent company of Power Energy and a wholly-owned subsidiary of Power Corporation of Canada. Prior to joining Power Corporation of Canada, Mr. Larochelle was President and Chief Executive Officer at Adaltis Inc., a position he held between November 2003 and February 2009. Previously, he also held the positions of Vice-President, Business Development at Picchio Pharma Inc. and Vice-President, Mergers and Acquisitions for Credit Suisse First Boston in London, England. Mr. Larochelle started his career as a lawyer, at the Montréal offices of Ogilvy Renault. Mr. Larochelle also serves on the board of directors of Bellus Health Inc. Mr. Larochelle holds a law degree from Université de Montréal, a master’s degree in international business law from McGill University and an MBA degree from INSEAD in Fontainebleau, France.
	Board/Committee Membership	Attendance	Other Public Board Membership
	Board of Directors	8/8	Entity	Since
			Bellus Health	2009
	Total:	100%

	Value of Total Compensation Received as Director⁽²⁾
	Fiscal 2022:	$177,192


Common Shares (#)	Market Value of Common Shares⁽³⁾ ($)		Common Share Purchase Warrants (#)		Market Value of Warrants ⁽⁴⁾($)		Options (#)		Value of Unexer- cised In-the- Money Options ($)		Deferred Share Units (#)		Market Value of Deferred Share Units⁽³⁾ ($)		Total Market Value of Securities Held⁽⁵⁾ ($)
7,874		17,638		7,874		3,543		—		—		66,556		149,085		170,267



LATASHA AKOMA	Director

Age: 51 Florida, U.S.A. Independent Director since 2022	Latasha Akoma is Operating Partner at GenNx360 Capital Partner, a private equity firm focused on investing in industrial and business services companies in the U.S. middle market. Prior to joining GenNx360 Capital Partner in 2014, she held several executive leadership positions at Harley-Davidson Motor Company, a company she joined in 2009 as the Director of Operations, with responsibility for vehicle assembly and materials management. Prior to that, Ms. Akoma was a Senior Manager of Paint Operations at Chrysler (formerly DaimlerChrysler) where she held a variety of senior leadership positions in operations and general management. Ms. Akoma has over 26 years of managerial experience in all aspects of manufacturing, operations and business strategies. Ms. Akoma holds an MBA from Northwestern’s Kellogg School of Management, an MSc in Engineering Management from the University of Michigan, and a BSc in Mechanical Engineering with a minor in Energy & Robotics from Howard University.
	Board/Committee Membership⁽¹⁾	Attendance	Other Public Board Membership
	Board of Directors	5/5	Entity	Since
	Audit Committee	—	American Woodmark Corporation	2022
	Total:	100%
	Value of Total Compensation Received as Director⁽²⁾
	Fiscal 2022:	$52,743



MARC BEDARD	Director, CEO—Founder

Age: 59 Québec, Canada Not independent⁽¹⁾ Director since 2008	Marc Bedard has served as Lion’s CEO—Founder and as a member of Lion’s Board since Lion’s incorporation in 2008. Prior to founding Lion, Mr. Bedard served as vice-president and chief financial officer of Les Entreprises Barrette Ltée, a leading manufacturer of wood and vinyl products for construction and exterior use in North America, from 2003 to 2007. Previously, Mr. Bedard was a partner at Pricewaterhouse LLP, a national partnership of professional accountants and consultants, from 1996 to 2003. Mr. Bedard is a certified chartered professional accountant and has been a member of the Ordre des comptables professionnels agréés du Québec since 1987. Mr. Bedard holds a Bachelor of Business Administration from the École des Hautes Études Commerciales (HEC), Université de Montréal.
	Board/Committee Membership	Attendance	Other Public Board Membership
	Board of Directors	8/8	None
	Total:	100%
	Value of Total Compensation Received as Director⁽²⁾
	Fiscal 2022:	Nil



SHEILA C. BAIR	Director

Age: 68 Maryland, U.S.A. Independent Director since 2020	Sheila C. Bair has served as a member of Lion’s Board since September 2020. She is the chair of the Nominating and Corporate Governance Committee. Ms. Bair is a corporate director. Ms. Bair is the former Chair of the Federal Deposit Insurance Corporation (“FDIC”), where she served in that capacity from 2006 to 2011. After leaving the FDIC, she joined the Pew Charitable Trust as a senior advisor, a role she held from 2011 through 2015. Ms. Bair also served as president of Washington College from 2015 to 2017, and senior advisor to the international law firm DLA Piper, from 2014 to 2015. Earlier in her career, she also served as Assistant Secretary for Financial Institutions at the U.S. Department of the Treasury from 2001 to 2002, Senior Vice President for Government Relations of the New York Stock Exchange from 1995 to 2000, Commissioner of the Commodity Futures Trading Commission from 1991 to 1995, and as counsel to Kansas Republican Senate Majority Leader Bob Dole from 1981 to 1988. She continues her work on financial policy issues as chair emerita of the Systemic Risk Council, which advocates for financial stability, founding director of the Volcker Alliance, which advances excellence in public service, and member of the Eminent Persons Group which advises the IFRS Foundation on sustainability reporting standards. Ms. Bair is a non-executive director of Bunge, Ltd where she serves as Deputy Chair, Chair of the Nominations and Corporate Governance Committee, and member of the audit and risk committees. She is a former non-executive director of Fannie Mae, Host Hotels & Resorts, Inc., and Thomson Reuters, where she chaired the risk committee. She is an accomplished author and has written several books on financial issues. She is a trustee of the prestigious Economists for Peace and Security, a select group of prominent economists and others committed to world security and prosperity. She holds a bachelors from the University of Kansas and a J.D. from the University of Kansas School of Law. She also holds honorary doctorates from Kansas University, Amherst College and Drexel University.
	Board/Committee Membership	Attendance	Other Public Board Membership
	Board of Directors	8/8	Entity	Since
	Audit Committee⁽¹⁾	4/4	Bunge Limited	2019
	Human Resources and Compensation Committee⁽²⁾	—
	Nominating and Corporate Governance Committee	4/4
	Total:	100%
	Value of Total Compensation Received as Director⁽³⁾
	Fiscal 2022:	$136,586



DANE L. PARKER	Director

Age: 55 Texas, U.S.A Independent Director since 2022	Dane L. Parker is the former Chief Sustainability Officer and Vice President, Sustainable Workplaces at General Motors, where he served in such role from 2015 to 2021. In such a role, Mr. Parker was a leading force behind the company’s plan to become carbon neutral by 2040 and aspiration to have zero-emissions from all new light-duty vehicles by 2035. Mr. Parker also held global responsibilities for facility design, engineering, construction, operations, energy procurement and efficiency, real estate, environmental compliance, as well as workplace strategy. Prior to General Motors, Mr. Parker was Vice President, Global Environment, Health and Safety, Facilities and Real Estate for Dell, Inc. He also spent more than 13 years at Intel Corporation in the Technology and Manufacturing organization in a variety of operational roles, including as Director of Global Environment, Health and Safety. Mr. Parker earned his Bachelor’s in Political Sciences and his Master’s in Business Administration degrees from Brigham Young University.
	Board/Committee Membership⁽¹⁾	Attendance	Other Public Board Membership
	Board of Directors	5/5	None
	Human Resources and Compensation Committee	—
	Nominating and Corporate Governance Committee	—
	Total:	100%
	Value of Total Compensation Received as Director⁽²⁾
	Fiscal 2022:	$52,743



ANN L. PAYNE	Director

Age: 64 Florida, U.S.A. Independent Director since 2022	Ann L. Payne has served as a member of Lion’s Board since 2021. Ms. Payne served as an Audit Partner at PricewaterhouseCoopers LLP (“PwC”), a global accounting firm, from 1993 until her retirement in June 2019 and continued as a consultant until June 2020. At PwC, Ms. Payne provided professional services to domestic and international public and private corporations in the leisure, healthcare, and transportation sectors, led PwC’s first U.S. based audit outsourcing center and provided support services for PwC’s Audit Practice’s National Quality Office. She currently serves as a member of the board of directors of Inspirato Incorporated, a subscription-based luxury travel company listed on the NASDAQ, where she serves as the Audit Committee Chair and a member of the Nominating and Corporate Governance Committee. Ms. Payne currently holds leadership roles on several non-profit boards. Since September 2020, Ms. Payne has served as Chairman of the Foundation Board for St. Thomas Aquinas High School. Since September 1980, Ms. Payne has been involved with and currently serves as the Treasurer and Board Member for Jack & Jill Children’s Center. Since January 1981, Ms. Payne has been a member of the Junior League of Greater Fort Lauderdale where she held numerous positions including President. She is a Certified Public Accountant in the state of Florida and is a member of the American Institute of Certified Public Accountants. Ms. Payne holds a B.S., summa cum laude, from Barry University. She also attended Yale University’s Women on Boards Program and earned a Scholar Certificate from the Kellogg School of Management’s Executive Education Program. She earned a Certificate in Cybersecurity Oversight from Carnegie Mellon University and a Certificate from the University of South Florida’s Diversity, Equity, and Inclusion in the Workplace Program, and she completed the National Association of Corporate Directors’ Virtual Director Professionalism Program.
	Board/Committee Membership⁽¹⁾	Attendance	Other Public Board Membership
	Board of Directors	5/5	Inspirato Incorporated
	Audit Committee	—
	Nominating and Corporate Governance Committee	—
	Total:	100%
	Value of Total Compensation Received as Director⁽²⁾
	Fiscal 2022:	$84,601



PIERRE-OLIVIER PERRAS	Director

Age: 54 Québec, Canada Not independent⁽¹⁾ Director since 2021	Pierre-Olivier Perras has served as a member of Lion’s Board since January 2021. Mr. Perras is the Managing Partner of Power Sustainable Energy Infrastructure Partnership. Prior to joining Power Sustainable, Mr. Perras worked at BMO Capital Markets, for over two decades, where he held various leadership positions in the Investment and Corporate Banking Group, in his last role he was Head of the Power, Utilities and Infrastructure Group, leading an international team across North America and Europe. Prior to joining BMO Capital Markets, Mr. Perras was a senior consultant analyst with an actuarial consultant. As part of his role at Power Sustainable, Mr. Perras also serves as Chairman of the board of directors of Nautilus Solar and Potentia Renewables Inc. and also sits on the board of Lumenpulse Inc. Mr. Perras holds a Master of Business Administration degree from McGill University and a Bachelor of Science in Actuarial Sciences from Laval University. He is a Chartered Financial Analyst (CFA).
	Board/Committee Membership	Attendance	Other Public Board Membership
	Board of Directors	7/8	None
	Human Resources and Compensation Committee	4/4
	Nominating and Corporate Governance Committee	4/4
	Total:	93.8%
	Value of Total Compensation Received as Director⁽²⁾
	Fiscal 2022:	$129,203



MICHEL RINGUET	Lead Director

Age: 64 Québec, Canada Independent Director since 2017	Michel Ringuet has served as a member of Lion’s Board since October 2017 and is, since May 2021, the Company’s Lead Director. Mr. Ringuet is also the chair of the Audit Committee. From 2006 to 2016, Mr. Ringuet served as Chief Executive Officer of Master Group Inc., a leader in the distribution of HVAC/R equipment in North America, where he also served from 1990 to 2006 as Vice-President Finance and Administration. Prior to joining the Master Group, Mr. Ringuet worked in various finance and investment departments at the National Bank of Canada and Bank of Montréal. Mr. Ringuet sits on the board of Lumenpulse Inc., where he previously served on the audit committee while the company was listed on the TSX. Mr. Ringuet is also actively involved in the private equity industry, notably as one of the founding partners in W Investment Groups I and II, and also as member of the investment committees of BDG Appalaches I and II, and Cycle Capital Management I and III. Mr. Ringuet holds a bachelor’s degree in administration from Université Laval and an MBA from McGill University.
	Board/Committee Membership	Attendance	Other Public Board Membership
	Board of Directors	8/8	None
	Audit Committee	4/4
	Human Resources and Compensation Committee⁽¹⁾	3/3
	Total:	100%
	Value of Total Compensation Received as Director⁽²⁾
	Fiscal 2022:	$140,277



LORENZO ROCCIA	Director

Age: 48 Milan, Italy Independent Director since 2021	Lorenzo Roccia has served as a member of Lion’s Board since 2021. Mr. Roccia is Chair of Transatlantic Holdings, an international financial holding company with interests in the financial services, logistics, energy, and beer sectors in the United States, Latin America and Europe, since 2009. Additionally, he is a Founder & Chairman of Transatlantic Power Holdings and non-executive Director of Skyline Renewables, an independent renewable energy company in the United States with over 1GW+ of Wind and Solar assets. Mr. Roccia founded Roccia Ventures, L.P. and became a major shareholder and Senior Analyst in the Private Equity Group of Wit Soundview, an internet and technology Investment Bank. Roccia Ventures, L.P. became one of the largest shareholders of the bank along with the Goldman Sachs Group, Draper Fisher Jurvetson and Mitsubishi Corporation. The firm was taken public and subsequently sold to the Charles Schwab Group. Mr. Roccia started his career with Salomon Smith Barney.
	Board/Committee Membership	Attendance	Other Public Board Membership
	Board of Directors	8/8	None
	Nominating and Corporate Governance Committee	4/4
	Total:	100%

	Value of Total Compensation Received as Director⁽¹⁾
	Fiscal 2022:	$129,203



PIERRE WILKIE	Director
Age: 62 Québec, Canada Independent Director since 2019	Pierre Wilkie has served as a member of Lion’s Board from 2011 to 2017 and again since May 2019. He is the chair of the Human Resources and Compensation Committee since February 2022. Mr. Wilkie is a serial entrepreneur who has founded or participated in the creation of many enterprises, including in the manufacturing industry. He is currently the co-owner of M.A.C. Métal Architectural Inc. He also serves as the President of Déco Nat Inc. Prior to that, he acted as the co-president of Laboratoire Dr Renaud Inc. Mr. Wilkie holds a bachelor’s degree in Economy and Finance from the École des Hautes Études Commerciales (HEC), Université de Montréal.
	Board/Committee Membership	Attendance	Other Public Board Membership
	Board of Directors	8/8	None
	Human Resources and Compensation Committee	4/4
	Total:	100%

	Value of Total Compensation Received as Director⁽¹⁾
	Fiscal 2022:	$137,065



	FISCAL 2022		FISCAL 2021
Audit Fees⁽¹⁾	C$	599,225	C$	664,050
Audit Related Fees⁽²⁾	C$	86,500	C$	30,575
Tax Fees⁽³⁾	C$	99,966	C$	73,010
All Other Fees⁽⁴⁾	C$	77,000	C$	37,500

Total Fees Paid	C$	862,691	C$	805,135


Name	Cash Retainer ($)⁽¹⁾⁽²⁾		Equity Retainer ($)(^(1)(2)(3)		Total ($)⁽¹⁾⁽²⁾		Allocation of Total Compensation^(1)(4)(5)
Name	Cash Retainer ($)⁽¹⁾⁽²⁾		Equity Retainer ($)(^(1)(2)(3)		Total ($)⁽¹⁾⁽²⁾		In Cash ($)		In DSUs⁽⁶⁾ ($)
Pierre Larochelle	$	88,596	$	88,596	$	177,192		—	$	177,192
Latasha Akoma⁽⁷⁾	$	26,372	$	26,372	$	52,744	$	26,372	$	26,372
Sheila C. Bair	$	68,293	$	68,293	$	136,586	$	68,293	$	68,293
Christopher Jarratt⁽⁸⁾	$	10,240	$	10,240	$	20,480	$	20,480		—
Ann L. Payne⁽⁷⁾	$	42,300	$	42,300	$	84,600	$	42,300	$	42,300
Dane L. Parker⁽⁷⁾	$	26,372	$	26,372	$	52,744	$	13,186	$	39,558
Pierre-Olivier Perras	$	64,602	$	64,602	$	129,204	$	64,602	$	64,602
Michel Ringuet	$	70,139	$	70,139	$	140,278		—	$	140,278
Lorenzo Roccia	$	64,602	$	64,602	$	129,204	$	64,602	$	64,602
Pierre Wilkie	$	68,533	$	68,533	$	137,066		—	$	137,066


	OPTION-BASED AWARDS									SHARE-BASED AWARDS
Name	Number of securities underlying unexercised options (#)⁽¹⁾			Option exercise price ($)		Option expiration date		Value of unexercised in-the-money options ($)⁽²⁾		Number of DSUs that have not vested (#)⁽³⁾		Market or Payout Value of DSUs not paid out or distributed ($)⁽⁴⁾
Pierre Larochelle		—			—		—		—		—	$	149,085
Latasha Akoma		—			—		—		—		—	$	23,408
Sheila C. Bair		41,289	⁽⁵⁾	$	5.66		September 15, 2030		—		—	$	57,297
Ann L. Payne		—			—		—		—		—	$	41,111
Dane L. Parker		—			—		—		—		—	$	35,110
Pierre-Olivier Perras		—			—		—		—		—	$	54,356
Michel Ringuet		—			—		—		—		—	$	110,824
Lorenzo Roccia		—			—		—		—		—	$	54,356
Pierre Wilkie		—			—		—		—		—	$	113,886


	Fiscal 2022		Fiscal 2021
Executive Compensation-Related Fees⁽¹⁾	C$	0	C$	101,237.79
All Other Fees	C$	0	C$	0
Total Fees Paid	C$	0	C$	101,237.79


Comparator Group
BRP Inc.		Blue Bird Corporation
NFI Group Inc.		Spruce Power (formerly XL Fleet Corp.)
CAE Inc.		Canoo Inc.
Héroux-Devtek Inc.		Workhorse Group Inc.
Savaria Corporation		Nikola Corporation
GreenPower Motor Company Inc.		Hyliion Holdings Corp.
PACCAR Inc		Lordstown Motors Corp.
Navistar International Corporation		Proterra Inc.


Performance Metric	Weight of Metric
Revenue		50	%
Gross Margin		25	%
Adjusted EBITDA⁽¹⁾		25	%


NEO	Position	Target Payout (as % of base salary)			Maximum Payout (as % of base salary)			Actual Business Performance Payout (50% of STIP)	Actual Personal Goal Performance (50% of STIP)		Actual Total Payout under STIP
Marc Bédard	CEO – Founder		100	%		200	%	0$	$	228,329	$	228,329
Nicolas Brunet	Executive Vice President and CFO		75	%		150	%	0$	$	120,297	$	120,297
François Duquette	Chief Legal Officer and Corporate Secretary		50	%		100	%	0$	$	66,045	$	66,045
Yannick Poulin	Chief Operating Officer		50	%		100	%	0$	$	48,119	$	48,119
Brian Piern	Chief Commercial Office		33	%		66	%	0$	$	49,500	$	49,500


	Fiscal Year		Number of Stock Options, RSUs and DSUs Granted⁽¹⁾		Weighted Average Number of Outstanding Common Shares		Burn Rate⁽¹⁾
Omnibus Plan		2022		558,697		193,113,983		0.29	%
		2021		294,854		162,245,092		0.18	%
		2020		—		110,551,314		—
Legacy Option Plan		2022		—		193,113,983		—
		2021		—		162,245,092		—
		2020		412,890		110,551,314		0.37	%


Name and Principal Position	Fiscal Year		Base Salary ($)^{(1), (2)}		Share- Based Awards ($)^(1), (3)		Option- Based Awards ($)^(1), (4)			Non-Equity Incentive Plan Compensation				Pension Value ($)		All Other Compensation ($)^(1), (6)		Total Compensation ($)
Name and Principal Position	Fiscal Year		Base Salary ($)^{(1), (2)}		Share- Based Awards ($)^(1), (3)		Option- Based Awards ($)^(1), (4)			Annual Incentive Plan($)^{(1), (5)}		Long- Term Incentive Plans ($)		Pension Value ($)		All Other Compensation ($)^(1), (6)		Total Compensation ($)
Marc Bedard CEO— Founder		2022		456,979		345,054		345,053			228,329		—		—		—		1,375,415
		2021		391,291		—		—			195,823		—		—		—		587,114
		2020		215,991		—		—			—		—		—		3,557		219,548
Nicolas Brunet Executive Vice President and Chief Financial Officer		2022		321,019		161,595		161,595			120,297		—		—		—		764,506
		2021		286,698		—		—			108,697		—		—		—		395,395
		2020		196,356		—		—			—		—		—		—		196,356
François Duquette⁽⁷⁾ Chief Legal Officer and Corporate Secretary		2022		264,368		79,849		79,847			66,045		—		717		—		490,826
		2021		167,316		59,141		59,164			42,595		—		—		—		328,216
		2020		—		—		—			—		—		—		—		—
Yannick Poulin Chief Operating Officer		2022		256,815		90,491		90,493			48,119		—		—		—		485,918
		2021		232,159		—		—			—		—		—		—		232,159
		2020		157,085		—		—			—		—		—		8,764		165,831
Brian Piern⁽⁸⁾ Chief Commercial Officer		2022		297,115		169,952		169,950			49,500		—		2,530		—		689,047
		2021		129,808		175,854		1,960,920	⁽⁹⁾		39,900		—		—		88,781		2,395,263
		2020		—		—		—			—		—		—		—		—


	May 13, 2022 Canadian Grant			May 13, 2022 US Grant			May 20, 2022 Canadian Grant
Dividend yield		0	%		0	%		0	%
Expected volatility		40	%		40	%		40	%
Risk-free interest rate		2.77			2.86			2.77
Expected option term		7.5			7.5			7.5
Black-Scholes Value		2.437			2.543			2.483


Name	Option-Based Awards – Value Vested During the Year ($)⁽¹⁾		Share-Based Awards – Value Vested During the Year ($)		Non-Equity Incentive Plan Compensation – Value Earned During the Year ($)⁽²⁾
Marc Bedard		300,528		—		228,329
Nicolas Brunet		844,658		—		120,297
François Duquette		—		—		66,045
Yannick Poulin		50,089		—		48,119
Brian Piern		—		—		49,500


Name of the NEO	Termination other than for Cause ($)⁽¹⁾		Voluntary Resignation, Retirement ($)		Termination for Cause ($)
Marc Bedard
Salary/Severance		983,081		—		—
RSUs		—		—		—
Options		—		—		—

Nicolas Brunet
Salary/Severance		345,297		—		—
RSUs		—		—		—
Options		—		—		—

François Duquette
Salary/Severance		284,362		—		—
RSUs		—		—		—
Options		—		—		—

Brian Piern
Salary/Severance		300,000		—		—
RSUs		—		—		—
Options		—		—		—

Yannick Poulin
Salary/Severance		—		—		—
RSUs		—		—		—
Options		—		—		—


Plan Category⁽¹⁾	Number of Securities to be Issued upon Exercise of Outstanding Options, RSUs or DSUs (#)	Weighted-Average Exercise Price of Outstanding Options ($)	Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Appearing in Second Column) (#)
Legacy Plan	Options: 8,701,208	C$1.13	11,662,062
Omnibus Plan	Options: 845,977 DSUs: 301,091 RSUs: 297,658	C$12.14 — —	11,662,062
Total	10,145,934	C$2.10	11,662,062


NAME	WITHIN THE NYSE LISTING RULES AND NI 58-101		REASON FOR NON-INDEPENDENCE
NAME	Independent	Not Independent	REASON FOR NON-INDEPENDENCE
Latasha Akoma	✓
Marc Bedard		✓	Mr. Bedard is not independent as he is the CEO—Founder of the Company.
Sheila C. Bair	✓
Pierre Larochelle		✓	Mr. Larochelle is not independent due to his past relationship with Power Sustainable. See “Election of Directors” – “Description of Proposed Director Nominees”.
Dane L. Parker	✓
Ann L. Payne	✓
Pierre-Olivier Perras		✓	Mr. Perras is not independent as he is an executive of Power Energy. See “Election of Directors” – “Description of Proposed Director Nominees”.
Michel Ringuet	✓
Lorenzo Roccia	✓
Pierre Wilkie	✓


Strategic Planning & Operational Oversight		• Received quarterly updates from the CEO-Founder and management on operations, supply chain, product development, sales and commercial operations, financial performance, human resources and talent acquisition, investor relations activities and safety, security and environment. • Received updates on the development of the Joliet (Illinois) plant and the Lion Campus in Mirabel (Quebec). • Reviewed and approved the Company’s Fiscal 2022 capital and operating budgets. • Monitored the Company’s financial position and outlook.
Succession Planning		• Together with the Human Resources and Compensation Committee, oversaw the continued development of the succession plans for the senior executive officers. • Together with the Nominating and Corporate Governance Committee, oversaw the continued development of the succession plan for the Chairman.
Board Skills and Composition		• Together with management and the Nominating and Corporate Governance Committee, reviewed the composition, skills, and diversity of the Board to identify gaps and target specific expertise, which resulted in the appointment of three (3) new directors and the increase of the Board size to 10 directors.
CEO Objectives and Compensation		• Reviewed the performance goals and objectives of the CEO-Founder for Fiscal 2022, and evaluated the CEO’s performance in light of these goals and objectives.
ESG Strategy		• Together with management and the Chair of the Nominating and Corporate Governance Committee, continued to evolve the Company’s ESG strategy.
Management Oversight		• Together with management and the Nominating and Corporate Governance Committee, reviewed and approved policies relating to IT security, privacy, anti-money laundering, anti-harassment, ESG and diversity and inclusion. • Oversaw corporate disclosures and key corporate communications. • Ensured a culture of integrity.
Board Committees		• Received quarterly reports from each of the three Committees on matters discussed at their meetings and recommendations for Board approval. • Reviewed the mandates and working plans of each of the Audit Committee, Human Resources and Compensation Committee and Nominating and Corporate Governance Committee.


Oversight of Financial Reporting		• Reviewed Lion’s annual and quarterly consolidated financial statements with management and the external auditors, including Lion’s MD&A disclosure and earnings press releases, prior to their release. • Reviewed financial information contained in other documents filed with securities regulatory authorities or used for Lion’s annual information form or investor presentations. • Reviewed the external auditors’ quarterly review engagement report and the results of the Fiscal 2021 external audit.
Financial Risk Management and Disclosure Controls		• Monitored the integrity and quality of Lion’s accounting and financial reporting process, disclosure controls and procedures, and systems of internal control, through independent discussions with management and the external auditors, including receiving management’s reports and the reports of the auditors thereon. • Oversaw the implementation of policies, procedures and strategies to manage Lion’s financial risks.
Oversight of External Auditors		• Evaluated and monitored the qualifications, performance and independence of Lion’s external auditors, including representations by the external auditors describing their internal quality-control procedures. • Reviewed and approved the fees paid by Lion to the external auditors for all audit and non-audit services in accordance with its policies defining audit and permitted non-audit services provided by the external auditors. • Discussed with the external auditors the quality, appropriateness and disclosure of Lion’s accounting policies. • Reviewed the Fiscal 2022 audit plan prepared by the external auditors. • Received quarterly reports from the external auditors on the application of specified audit procedures on the Company’s use of non-GAAP financial measures.
Risk Management & Cybersecurity		• Continued to oversee the plans, processes, controls, risk assessments, tests and risk mitigation actions relating to cybersecurity, crisis management, business continuity and privacy exposures.
Fraud and Ethics		• Received reports on complaints made through Lion’s whistleblowing hotline.


Compensation Program		• Reviewed the competitiveness and design of senior executive compensation plans and their effectiveness in incentivizing short and long-term strategic plan results. • Reviewed key performance indicators and payout ranges in the yearly Short-Term Incentive Plan (“STIP”) and LTIP to ensure alignment with plan objectives and the long-term strategic plan of Lion. • Continued to monitor and respond, as necessary, to regulatory and governance developments impacting executive compensation, including those published by proxy advisory firms and large institutional shareholders. • Reviewed and approved the Fiscal 2022 incentive compensation for senior management.
Human Resources Matters		• Received regular updates from management on the human resources actions taken across the organization. • Received regular reports on health and safety matters. • Reviewed and assessed progress on key human resources strategic plan initiatives, including recruitment plans in Canada and the United States.
Organizational and Succession Planning		• Reviewed succession plans for the senior executives and assessed the development plans for key potential successors. • Monitored organization planning and development to ensure that it supports the long-term strategic plan.


Composition and Performance of the Board & Committees		• Reviewed the composition, skills, and diversity to identify gaps and target specific expertise. • Recommended the increase of the Board size to 10 directors to enhance composition and to increase the breadth and depth of expertise. • Retained an external advisor to recruit two (2) new Board members. • Reviewed the composition of the Board Committees.
Director On-boarding		• Developed an on-boarding program for new director recruits.
Director Education		• Continued to enhance the director education program by identifying education opportunities that provide in-depth reviews of strategic/operational risks and activities.
Board Diversity		• Monitored the implementation of the Board diversity objectives to ensure their achievement.
Corporate Governance Matters		• Reviewed and recommended improvements to Lion’s governance principles and policies.
Regulatory and Compliance		• Monitored regulatory developments in corporate governance as well as best practices. • Received reports on compliance matters, including compliance with applicable laws, the Code of Ethics and other key Company policies.
Environmental and Social Responsibility Matters and Disclosures		• Monitored the implementation of Lion’s approach to ESG disclosure and practices. • Received reports on Lion’s corporate social responsibility program and initiatives.