VersaBank 6-K, filed Mar 17, 2022

About this 6-K

VersaBank (VBNK)

6-K 2022-03-17 For: 2022-03-17

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Added on April 10, 2026

VERSABANK

Date: March 17, 2022

/s/ Brent Hodge

Brent Hodge

Chief Financial Officer

VersaBank filed this 6-K on March 17, 2022.

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Exhibit No.		Description

99.1		VersaBank Notice of Meeting
99.2		VersaBank Form of Proxy
99.3		VersaBank Management Information Circular

2. Election of Directors (by cumulative voting)
VOTE For all nominees
(if you wish to distribute your votes otherwise than equally among all the nominees listed below, please indicate the number of votes allocated to each nominee in the chart below)
OR
Withhold vote in respect of all nominees
OR
(please strike out the name of the nominee(s) for whom you are withholding your vote in the chart below; if you wish to distribute your votes otherwise than equally among the nominees for whom you have not withheld your vote, please indicate the number of votes allocated to each nominee)

Director nominee	Vote allocation	Director nominee	Vote allocation
The Honourable Thomas A. Hockin		R.W. (Dick) Carter
David R. Taylor		Arthur Linton
Gabrielle Bochynek		Peter M. Irwin
Robert-Jan Brabander		Susan T. McGovern
David A. Bratton		Paul G. Oliver

PART I – VOTING AND PROXY INFORMATION	4
SOLICITATION OF PROXIES BY MANAGEMENT	4
APPOINTMENT OF PROXIES	4
ADVICE TO NON-REGISTERED SHAREHOLDERS	4
REVOCATION OF PROXIES	5
EXERCISE OF DISCRETION WITH RESPECT TO PROXIES	6
QUORUM	6
PART II – VOTING SHARES AND PRINCIPAL HOLDERS OF VOTING SHARES	6
PART III – BUSINESS TO BE TRANSACTED AT THE MEETING	7
1 FINANCIAL STATEMENTS	7
2 APPOINTMENT OF AUDITORS	7
3 ELECTION OF DIRECTORS	7
PART IV – STATEMENT OF EXECUTIVE COMPENSATION	11
COMPENSATION DISCUSSION & ANALYSIS	11
PERFORMANCE GRAPH	19
SUMMARY COMPENSATION TABLE	20
TERMINATION AND CHANGE OF CONTROL BENEFITS	23
PART V – STATEMENT OF DIRECTOR COMPENSATION	25
Part VI – Securities Authorized for Issuance Under Equity Compensation Plans	27
INCENTIVE PLAN AWARDS	27
PART VII – INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS	29
AGGREGATE INDEBTEDNESS OUTSTANDING	29
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS	30
PART VIII – INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS	30
PART IX – AUDIT COMMITTEE	30
PART X – CORPORATE GOVERNANCE	30
PART XI – ADDITIONAL INFORMATION	35
SHAREHOLDER PROPOSALS	35
ADDITIONAL INFORMATION	35
DIRECTORS’ APPROVAL	35
Schedule A – MANDATE OF THE BOARD OF DIRECTORS	36


	8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com
	Security Class Holder Account Number

Director⁽¹⁾⁽²⁾	Number of meetings attended
Director⁽¹⁾⁽²⁾	Board	Audit Committee	HR Committee	Risk Oversight Committee	Innovation and Technology Committee
T. Hockin	9 of 9	n/a	n/a	n/a	n/a
D. Taylor	9 of 9	n/a	n/a	n/a	n/a
G. Bochynek	9 of 9	n/a	7 of 7	n/a	n/a
R. J. Brabander	9 of 9	n/a	n/a	12 of 12	5 of 5
D. Bratton	9 of 9	n/a	7 of 7	n/a	n/a
R. Carter	6 of 9⁽⁴⁾	4 of 7⁽⁴⁾	n/a	n/a	n/a
P. Irwin	8 of 9⁽³⁾	6 of 7⁽³⁾	n/a	11 of 12⁽³⁾	n/a
A. Linton	9 of 9	n/a	n/a	n/a	5 of 5
S. McGovern	9 of 9	n/a	7 of 7	n/a	5 of 5
P. Oliver	9 of 9	7 of 7	n/a	12 of 12	n/a

Description	Form	Eligibility	Performance Period
Base Salary	Cash	All employees	Reviewed annually
Short-Term (Annual) Incentive Awards	Cash	All employees	One year
Long-Term Incentive Awards	Chief Executive Officer Share Purchase Program	President & CEO All employees (excluding the President & CEO) All employees at the position of senior vice president or above	5 years
	Employee Share Purchase Plan		One year
	Senior Executive Share Award Program		5 years
Other – Pension Supplement	Cash	All employees	Not applicable

	31-Oct-16	31-Oct-17	31-Oct-18	31-Oct-19	31-Oct-20	31-Oct-21
VB⁽¹⁾	$100.00	$113.73	$138.24	$128.82	$129.22	$289.80
S&P/TSX Composite Index	$100.00	$108.37	$101.62	$111.47	$105.36	$142.26

Name and principal position⁽¹⁾	Year	Salary ($)	Share- based awards ($)	Option- based awards ($)	Non-equity incentive plan compensation ($)		Pension value ($)	All other compensation ($)	Total compensation ($)
Name and principal position⁽¹⁾	Year	Salary ($)	Share- based awards ($)	Option- based awards ($)	Annual incentive plans ($)	Long- term incentive plans ($)	Pension value ($)	All other compensation ($)	Total compensation ($)
David Taylor	2021 2020	650,000 632,000	nil nil	nil nil	670,000⁽³⁾ 670,000	651,633⁽⁴⁾ 402,147	nil nil	499,201⁽⁵⁾ 389,663	2,470,834 2,093,809
President & CEO	2019	611,500	nil	nil	653,344	276,124	nil	331,312	1,872,280
(Avstar Inc.)⁽²⁾
Shawn Clarke	2021 2020	315,000 295,000	nil nil	nil nil	300,000⁽³⁾ 225,000	29,831⁽⁶⁾ 25,800 14,001	nil nil	275,026⁽⁷⁾ 189,962	919,857 735,762
Chief Financial Officer	2019	279,000	nil	nil	180,000		nil	163,186	636,187

Ross Duggan	2021 2020	258,500 252,000	nil nil	nil nil	175,000⁽³⁾ 150,000	30,510⁽⁶⁾ 25,800 14,500	nil nil	204,958⁽⁸⁾ 159,200	668,968 587,000
Senior Vice President,	2019	242,875	nil	nil	100,000		nil	134,261	491,636
Commercial Lending

Nick Kristo	2021 2020	258,500 252,000	nil nil	nil nil	170,000⁽³⁾ 137,000	30,142⁽⁶⁾ 17,507 14,415	nil nil	223,395⁽⁸⁾ 161,960	682,037 568,467
Chief Credit Officer	2019	242,875	nil	nil	100,000		nil	140,782	498,072


Michael Dixon	2021 2020	258,500 252,000	nil nil	nil nil	180,000⁽³⁾ 143,000	29,791⁽⁶⁾ 22,255 14,207	nil nil	206,220⁽⁸⁾ 159,167	674,511 576,422
Senior Vice President, Point-of-Sale Financing	2019	241,542	nil	nil	120,000	29,791⁽⁶⁾ 22,255 14,207	nil	124,656	500,405

Name	Entitlement ($)
Name	Termination	Change of control	Retirement
David Taylor⁽¹⁾	$4,052,012	$4,052,012	$900,000
Ross Duggan⁽²⁾	$985,471	nil	nil
Shawn Clarke⁽²⁾	$755,764	nil	nil
Michael Dixon⁽²⁾	$731,762	nil	nil
Nick Kristo⁽²⁾	$825,482	nil	nil

David Taylor
Position	President & CEO
Annual salary	$650,000
Annual short-term incentive awards	Discretionary
Annual long-term incentive awards	Entitled to participate in the CEOSPP.
Other benefits	Entitled to usual benefits provided to executives.
Retirement	Entitled to receive an annual pension supplement payment (the Bank does not have a pension plan). Entitled to receive a retirement allowance of $900,000.

Shawn Clarke
Position	Chief Financial Officer
Annual salary	$315,000
Annual short-term incentive awards	Discretionary
Annual long-term incentive awards	Entitled to participate in the ESPP and the SESAP.
Other benefits	Entitled to usual benefits provided to executives.
Retirement	Entitled to receive an annual pension supplement payment (the Bank does not have a pension plan).
Termination	If Mr. Clarke’s employment is terminated without cause, he is to receive an amount equal to one month’s total compensation for each completed year of service, with a minimum of 12 months and a maximum of 24 months total compensation, less any withholding taxes and other required deductions. For the purpose of this termination clause ‘total compensation’ is to include Mr. Clarke’s then current base salary, an amount equivalent to the most recent incentive award paid, benefits, vehicle benefit, pension supplement and all allowances paid.

Nick Kristo
Position	Chief Credit Officer
Annual salary	$258,500
Annual short-term incentive awards	Discretionary
Annual long-term incentive awards	Entitled to participate in the ESPP and the SESAP.
Other benefits	Entitled to usual benefits provided to executives.
Retirement	Entitled to receive an annual pension supplement payment (the Bank does not have a pension plan).
Termination	If Mr. Kristo’s employment is terminated without cause, he is to receive an amount equal to one month’s total compensation for each completed year of service, with a minimum of 12 months and a maximum of 24 months total compensation, less any withholding taxes and other required deductions. For the purpose of this termination clause ‘total compensation’ is to include Mr. Kristo’s then current base salary, an amount equivalent to the most recent incentive award paid, benefits, vehicle benefit, pension supplement and any and all allowances paid.

Michael Dixon
Position	Senior Vice President, eCommerce
Annual salary	$258,500
Annual short-term incentive awards	Discretionary
Annual long-term incentive awards	Entitled to participate in the ESPP and the SESAP.
Other benefits	Entitled to usual benefits provided to executives.
Retirement	Entitled to receive an annual pension supplement payment (the Bank does not have a pension plan).
Termination	If Mr. Dixon’s employment is terminated without cause, he is to receive an amount equal to one month’s total compensation for each completed year of service, with a minimum of 12 months and a maximum of 24 months total compensation, less any withholding taxes and other required deductions. For the purpose of this termination clause ‘total compensation’ is to include Mr. Dixon’s then current base salary, an amount equivalent to the most recent incentive award paid, benefits, vehicle benefit, pension supplement and any and all allowances paid.

Ross Duggan
Position	Senior Vice President, Commercial Lending
Annual salary	$258,500
Annual short-term incentive awards	Discretionary
Annual long-term incentive awards	Entitled to participate in the ESPP and the SESAP.
Other benefits	Entitled to usual benefits provided to executives.
Retirement	Entitled to receive an annual pension supplement payment (the Bank does not have a pension plan).
Termination	If Mr. Duggan’s employment is terminated without cause, he is to receive an amount equal to one month’s total compensation for each completed year of service, with a minimum of 18 months and a maximum of 24 months total compensation, less any withholding taxes and other required deductions. For the purpose of this termination clause ‘total compensation’ is to include Mr. Duggan’s then current base salary, an amount equivalent to the most recent incentive award paid, benefits, vehicle benefit, pension supplement and any and all allowances paid.

	Retainer ($)
Director (including Chair of the Board)	14,400

	Retainer ($)
Chair of the Board	137,300
Director	22,500

	Retainer ($)
Audit Committee Chair	32,300
Risk Oversight Committee Chair	28,100
HR Committee Chair	28,100
Innovation and Technology Committee Chair	28,100
Audit Committee Member	21,600
Risk Oversight Committee Member	19,200
HR Committee Member	19,200
Innovation and Technology Committee Member	19,200

	Per Meeting Fee ($)
Board > 10 Board meetings during the year	1,300
Audit Committee > 6 meetings during the year	1,800
Risk Oversight Committee > 6 meetings during the year	1,500⁽¹⁾
HR Committee > 6 meetings during the year	1,500
Innovation and Technology Committee > 6 meetings during the year	1,500
Directors – Attendance at special meetings such as the Meeting and with the Office of the Superintendent of Financial Institutions (OSFI)	1,300

Name	Fees earned ($)	Share-based awards ($)	All other compensation ($)	Total ($)
Hon. Thomas A. Hockin	153,000	nil	900⁽¹⁾ 6,182⁽²⁾	160,082
Gabrielle Bochynek	58,900	nil	9,900⁽²⁾	68,800
Robbert-Jan Brabander	90,900	nil	620⁽¹⁾ 9,741⁽²⁾	101,261
David A. Bratton	67,800	nil	3,875⁽²⁾	71,675
R. W. (Dick) Carter	72,200	nil	9,900⁽²⁾	82,100
Peter M. Irwin	71,450	nil	620⁽¹⁾ 9,900⁽²⁾	81,970
Arthur Linton	57,400	nil	5,265⁽²⁾	62,665
Colin E. Litton	26,433	nil		26,433
Susan T. McGovern	78, 100	nil	620⁽¹⁾ 9,900⁽²⁾	88,620
Paul G. Oliver	92,875	nil	620⁽¹⁾ 9,874⁽²⁾	103,369

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights ($)	Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by Shareholders	40,000⁽¹⁾	7.00	2,070,338⁽²⁾
Equity compensation plans not approved by Shareholders	n/a	n/a	n/a
Total	40,000	7.00	2,070,338

	Stock Option Plans
	2021	2020	2019
Burn Rate⁽¹⁾	0%	0%	0%

Name	Number of securities underlying unexercised options (#)	Option exercise price ($)	Option expiration date	Value of unexercised in-the-money options ($)
David Taylor⁽¹⁾⁽²⁾	40,000	7.00	Oct. 31, 2023	$311,200
Nick Kristo	n/a	n/a	n/a	n/a
Shawn Clarke	n/a	n/a	n/a	n/a
Michael Dixon	n/a	n/a	n/a	n/a
Ross Duggan	n/a	n/a	n/a	n/a

	Option-based	Non-equity incentive
	awards – Value	plan
	vested during the	compensation – Value
	year	earned during the year
Name	($)	($)
David Taylor	nil	n/a
Nick Kristo	nil	n/a
Shawn Clarke	nil	n/a
Michael Dixon	nil	n/a
Ross Duggan	nil	n/a

Name	Number of Options vested during Fiscal 2021	Expiry Date	Vesting date during Fiscal 2021	Exercise price at time of vesting ($)	Market price of Shares at time of vesting ($)
David Taylor	n/a	n/a	n/a	n/a	n/a
Nick Kristo	n/a	n/a	n/a	n/a	n/a
Shawn Clarke	n/a	n/a	n/a	n/a	n/a
Michael Dixon	n/a	n/a	n/a	n/a	n/a
Ross Duggan	n/a	n/a	n/a	n/a	n/a

AGGREGATE INDEBTEDNESS ($)⁽¹⁾⁽²⁾
Purpose	To the Bank or its subsidiaries	To another entity
Share purchases	1,337,667⁽³⁾⁽⁴⁾	n/a
Other	3,756,911	n/a

				Financially
		Largest	Amount	assisted
		amount	outstanding	securities		Amount
		outstanding	as at	purchases		forgiven
	Involvement	during Fiscal	March 3,	during Fiscal		during Fiscal
	of	2021	2022	2021	Security for	2021
Name and principal Position⁽¹⁾⁽²⁾	the Bank	($)	($)	(#)	indebtedness	($)
Securities purchase programs
David Taylor President & CEO	Bank as Lender	1,300,000	1,300,000⁽³⁾	nil	n/a	nil
Other programs
David Taylor (Avstar Inc.) President & CEO	Bank as Lender	2,400,000	2,400,000⁽⁴⁾	nil	n/a	nil