Vizsla Silver Corp 6-K, filed Oct 31, 2022
Vizsla Silver Corp. (VZLA)
About this 6-K
Vizsla Silver Corp filed this 6-K on October 31, 2022.
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 October 2022
Commission File Number: 001-41225
VIZSLA SILVER CORP.
(Registrant)
Suite 700, 1090 West Georgia Street
Vancouver, British Columbia V6E 3V7 Canada
(Address of Principal Executive Offices)
Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒
Indicate by check mark if the Registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the Registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
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.
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VIZSLA SILVER CORP. |
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(Registrant) |
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Date October 28, 2022 |
By |
/s/ Michael Konnert |
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Michael Konnert |
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Chief Executive Officer |
EXHIBIT INDEX
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Exhibit |
Description of Exhibit |
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STATEMENT OF EXECUTIVE COMPENSATION
FOR THE YEAR-ENDED
APRIL 30, 2022
Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS
Set out below are particulars of compensation paid to the following persons (the "Named Executive Officers" or "NEOs") as follows:
a) a Chief Executive Officer ("CEO");
b) a Chief Financial Officer ("CFO");
c) a Chief Operating Officer ("COO");
d) each of the three most highly compensated executive officers of the company, including any of its subsidiaries, or the three most highly compensated individuals acting in a similar capacity, other than the CEO, CFO and COO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000 for that financial year; and
e) each individual who would be an NEO but for the fact that the individual was neither an executive officer of the company or its subsidiaries, nor acting in a similar capacity, at the end of that financial year.
In respect of the Company's year ended April 30, 2022, the Company is naming six NEOs.
|
Name |
Position |
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Michael Konnert |
President, CEO and Director |
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Mahesh Liyanage |
CFO |
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Martin Dupuis |
COO |
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Veljko Brcic |
VP, Corporate Development |
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Michael Pettingell |
VP, Business Development and Strategy |
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Hernando Rueda |
Country Manager |
Compensation Governance
The Company has a Compensation Committee that is appointed by and reports to the Board of Directors. The Committee's responsibility is to mainly assist the Board in discharging the Board's oversight responsibilities relating to the attraction, compensation, evaluation and retention of key senior executive officers with the skills and expertise needed to enable the Company to achieve its goals and strategies at fair and competitive compensation and appropriate performance incentives.
The overall duties and responsibilities of the Compensation Committee are as follows:
(a) annually review and approve:
i) corporate goals and objectives relevant to senior executive officers;
ii) evaluate the performance of senior executive officers and each senior executive officer's performance in light of those goals and objectives;
iii) compensation packages for all senior executive officers;
iv) recommend to the Board for approval the compensation level for senior executive officers based on the evaluation. In determining such compensation, the Compensation Committee will consider the Company's performance and relative shareholder return and the compensation of senior executive officers at comparable companies. Additionally, the Compensation Committee may consider input from the Chief Executive Officer (the "CEO") on senior executive compensation, but the CEO may not provide input with respect to his or her own compensation;
(b) annually review the compensation systems that are in place for employees of the Company in order to ensure the fairness and appropriateness of the compensation of all employees, including incentive compensation plans and equity-based plans;
(c) administer and make recommendations to the Board regarding the adoption, amendment or termination of the Company's incentive compensation plans and equity-based plans (including specific provisions) in which the CEO and senior executive officers may participate;
(d) ensure that all necessary shareholder and regulatory approvals have been obtained for equity-based compensation plans;
(e) recommend to the Board compensation and expense reimbursement policies for directors;
(f) review and approve employment agreements, severance arrangements and change in control agreements and other similar arrangements for the senior executive officers;
(g) compare on an annual basis the total remuneration (including benefits) and the main components thereof for the senior executive officers with the remuneration practices in the same industry;
(h) establish levels of director compensation, including retainers, meeting fees, equity-based plans and other similar components of director compensation for Board approval, based on reviews of director compensation of comparable companies;
(i) review and recommend to the Board for its approval disclosure regarding executive and director compensation in the management proxy circular and in any offering documents prior to their public release;
(j) review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for its approval;
(k) review and make recommendations to the Board on the number and frequency of stock option grants to employees; and
(l) perform any other activities consistent with this Charter and governing law, as the Committee or the Board deems necessary or appropriate.
The Compensation Committee specifically reviews on an annual basis the cash compensation, performance and overall compensation package of each executive officer, including the Named Executive Officers. It then submits to the Board recommendations for each executive officer with respect to base salary, bonus, and participation in equity compensation arrangements such as the Stock Option Plan (and starting in fiscal year 2023 and on approval from Shareholders and the TSXV, the Equity Compensation Plan).
In the past year, it has been assisted in this by Global Governance Advisors ("GGA"), a leading independent compensation advisor with significant global executive and director compensation experience, who performed a benchmarking comparison for both executives and non-employee directors with a group of peer companies. Their report also provided recommendations and guidance to the Compensation Committee in setting appropriate levels of remuneration and in creating an appropriate compensation structure for selected senior executives and non-employee directors at the Company. In addition to independent third-party experts such as GGA, the Compensation Committee relies on the experience of their members as officers, directors, and auditors of other publicly traded mineral exploration and development companies. The purpose of this assessment process is to:
- understand the competitiveness of current pay levels for each executive position relative to companies with similar business characteristics;
- identify and understand any gaps that may exist between the Company's compensation rates and compensation paid by other companies; and
- establish a basis for developing salary adjustments and short-term and long-term incentive awards.
The Compensation Committee is currently comprised of two independent and their names and relevant experience are listed below. The Company will add a third independent member by its Annual General and Special meeting being held on December 8, 2022.
Harry Pokrandt: Mr. Pokrandt is a capital markets executive with over 30 years of experience. He was the Managing director at Macquarie Capital Markets from 1985 to 2015.
Simon Cmrlec: Mr. Cmrlec is Chief Operating Officer at Ausenco Limited and was previously President, Americas and prior to that, President APAC Africa at Ausenco Limited.
All Compensation Committee members are current or former directors and officers of various publicly traded companies during the course of which they have reviewed and analyzed compensation levels and structures for both the Board and management. This provides them with the necessary experience to enable them to make decisions on the suitability of the Company's compensation practices and policies during the most recent fiscal year.
Executive Compensation Philosophy & Objectives
The goal of the executive compensation philosophy at Vizsla is to attract, motivate, retain, and reward a knowledgeable and driven management team and to encourage them to attain and exceed performance expectations.
Vizsla's compensation practices are based on a pay-for-performance philosophy in which assessment of performance is based on the company's financial and operational performance as well as individual contributions.
The compensation program is designed to reward each executive based on corporate and individual performance and is also designed to incent such executives to drive the organization's growth in a sustainable and prudent way.
The following key principles guide the Company's overall compensation philosophy:
• Attract, retain, motivate and engage high caliber talent whose expertise, skills and performance are critical to the Company's success;
• Align employee interests with the business objectives of the Company;
• Focus employees on the key business factors that will drive shareholder value;
• Align compensation with Vizsla's corporate strategy and financial interests as well as the long-term interests of Vizsla shareholders; and
• Compensation should be fair and reasonable to shareholders and be set with reference to the local market and similar positions in comparable companies.
As explained briefly above, during the fiscal year ended April 30, 2022, the Company through the Compensation Committee engaged GGA to perform an independent review of executive and non-employee director compensation of the Company to ensure competitiveness against a defined "Peer Group" (as detailed below) and within the overall mining marketplace. This included the analysis and development of the Company's Peer Group and evaluation of Total Direct Compensation (Base Salary plus Short-Term Incentive and Long-Term Incentive) levels along with Short and Long-Term Incentive design practices relative to the competitive market. The Company's Peer Group will be reviewed periodically to generally ensure it remains aligned with the current size and scope of the Company's operations and is based on companies that generally meet the following criteria:
• Companies with a similar Market Cap range between 0.25x and 4x the size of Vizsla;
• Companies operating within the same mining industry segment as Vizsla (i.e., Silver, Gold or other precious metals);
• Companies who are in the exploration and/or construction phase looking to secure additional financing;
• Companies with a similar business strategy and scope of operations to Vizsla; and
• Publicly traded companies on major Canadian exchanges.
The Company's current Peer Group consists of the following companies:
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Company Peer Group |
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Alexco Resource Corp. |
Bluestone Resources Inc. |
Perpetua Resources Corp. |
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Americas Gold and Silver Corporation |
Discovery Silver Corp. |
Prime Mining Corp. |
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Anaconda Mining Inc. (now known as Signal Gold Inc.) |
GoGold Resources Inc. |
Probe Metals Inc. |
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Ascot Resources Ltd. |
Great Panther Mining Ltd. |
Silvercrest Metals Inc. |
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Aurcana Silver Corp. |
Integra Resources Corp. |
Skeena Resources Ltd. |
The Peer Group is intended to evolve over time as the nature of the Company's operations changes.
The Compensation Committee is required to pre-approve any compensation related engagements by GGA. Although management of the Company may work with GGA on compensation specifics, GGA reports directly to the Compensation Committee in all engagements undertaken. The Company incurred the following fees for GGA's work over the past two years:
GGA Fees
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FY Ended April 30, 2022 |
FY Ended April 30, 2021 |
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Executive Compensation-Related Fees |
$35,394 |
- |
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All Other Fees |
- |
- |
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TOTAL |
$35,394 |
- |
EXECUTIVE COMPENSATION
Elements of Executive Compensation Program
During the fiscal year ended April 30, 2022, the Company's executive compensation program was comprised of four (4) components:
a. Base Salary;
b. Performance Bonuses (Short-Term Incentive);
c. Long-Term Incentive (Stock Options); and
d. Employee Benefits.
|
Compensation |
Description |
Form of |
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Base salary or consulting fee |
This is an annual fixed fee paid to each individual. The criteria for determining the amount is based on, first and foremost, attracting and retaining highly talented and experienced individuals. The second is based on the market for similar jobs in similar locations and thirdly, the experience and skills and responsibility of each individual is considered. |
Fixed (Paid in Cash) |
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Performance Bonuses |
Bonuses are a variable component of compensation and are designed to award NEO's for maximizing performance against corporate and individual objectives. Bonus opportunity levels will vary by employee level, role and responsibilities and be reflective of market practice for similar roles at organizations of a similar size, scope and complexity. The bonus is reflective of each individual's performance and determined by the Compensation Committee and approved by the Board of Directors with payouts typically made in cash on annual basis. |
Variable (Paid in Cash) |
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Long-Term Incentive - LTIP (Stock Options) |
Long-Term Incentive is a variable component of compensation and links pay to the longer-term performance of Company shares. LTIP is intended to be granted annually with the ability realize long-term value when superior share price performance is achieved for the Company's shareholders. LTIP grant levels will vary by employee level, role and responsibilities and be reflective of market practice for similar roles at organizations of a similar size, scope and complexity. Stock Options are granted to executives to reward and incentivize them to continue to achieve success and create shareholder value for the Company as they only are of value if the Company's underlying share price appreciates above the exercise price they are granted at. When stock options are granted, they have an expiry term of no more than five years with vesting terms typically of two years or more. |
Variable (Settled in Equity) |
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Employee Benefits |
Participation in the Company's employee group benefits plans is provided to each executive, where needed, but excludes any formal pension plan. The primary purposes of providing benefits to executives is to attract and retain the talent required to operate and manage the Company. Overall, employee benefits are designed to not make-up a large portion of an executive's total compensation package but be competitive overall with equivalent positions in the mining industry of similar size and scope. |
Fixed (Settled as part of payroll) |
Base Salary
In determining the annual base salary, the Board, with the recommendation of the Compensation Committee, considered the following factors:
• Current competitive market and economic conditions;
• Compensation levels within the peer group;
• Company performance as compared with the peer group; and
• Particular skills of each NEO, such as leadership ability, management effectiveness, experience, technical skill and knowledge, responsibility and proven or expected performance of the particular individual.
The annual base salaries for NEOS were as follows:
|
Named Executive Officer and Position |
2022 |
2021 |
% Change |
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Michael Konnert, President, CEO & Director |
$350,000 |
$350,000 |
0% |
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Mahesh Liyanage, CFO |
$220,000 |
$102,000 |
116% |
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Martin Dupuis, COO 2 |
$250,000 |
$198,000 |
26% |
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Charles Funk, Director 3 |
N/A |
$152,000 |
(100%) |
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Veljko Brcic, VP of Corporate Development |
$220,000 |
$220,000 |
0% |
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Michael Pettingell, VP Business Development and Strategy 4 |
$180,000 |
N/A |
N/A |
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Hernando Rueda, Country Manager |
$139,000 |
$139,000 |
0% |
(1) Year-over-year change reflects the underlying peer group salary data for comparable roles, the material increase of the Company's market capitalization, the desire to retain the team responsible for the operational advances that were largely responsible for the increase in the Company's market capitalization, as well as to reflect the significant achievements in advancing the Panuco-Copala Project between 2021 and 2022 and the listing of Vizsla Silver on the NYSE on January 18, 2022.
(2) Martin Dupuis was VP of Technical Services from January 28, 2021, to May 4, 2021. He became a COO on May 5, 2022.
(3) Charles Funk was VP of Exploration from June 1, 2019, to January 28, 2021, and was elected as a director on January 28, 2021. He only received director fees after January 28, 2021.
(4) Michael Pettingell was appointed VP of Business Development and Strategy on July 27, 2021. He was not a Vizsla Silver's NEO in fiscal 2021.
Performance Bonuses
The performance bonuses are payable in cash, and the amount payable is based on the Compensation Committee's assessment of performance against pre-established objectives and targets. While the objectives are largely tied to Company results, the specific metrics and performance expectations are tailored to each executive to ensure an appropriate line-of-sight between the results achieved and the performance bonus payout earned.
The table below summarizes the performance bonus as a percentage of the base salary established by the Compensation Committee after May 1st of every year. The bonuses are arrived at based on the overall performance of the Company, the increase of the market capitalization and the success of the drilling programs.
|
Named Executive Officer and Position |
Actual Performance Bonus (% of Base Salary) |
Actual Performance Bonus ($) |
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Michael Konnert, President, CEO & Director |
100% |
350,000 |
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Mahesh Liyanage, CFO |
125% |
127,500 |
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Martin Dupuis, COO |
80% |
158,400 |
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Veljko Brcic, VP of Corporate Development |
120% |
265,000 |
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Michael Pettingell, VP Business Development and Strategy |
56% |
100,800 |
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Hernando Rueda, Country Manager |
18% |
26,132 |
Long-Term Incentives
On May 22, 2018, the Board adopted a "rolling" stock option plan (the "Stock Option Plan") which was last approved by Shareholders on November 23, 2021. There have been no changes to the Stock Option Plan since it was adopted by the Board. There are currently 14,959,222 stock options outstanding under the Stock Option Plan representing 9.66 % of the current outstanding Common Shares.
Terms of the Stock Option Plan
Options may be granted under the Stock Option Plan to such service providers of Vizsla Silver, if any, as the Board may from time to time designate.
The exercise price shall be that price per share, as determined by the Board in its sole discretion as of the award date, at which an option holder may purchase a share upon the exercise of an option, and shall not be less than the last closing price of the Vizsla Silver's shares traded through the facilities of the TSXV prior to the grant of the option, less any discount permitted by the TSXV, or such other price as may be required by the TSXV.
The Board will not grant options: (a) to any one person in any 12-month period which could, when exercised, result in the issuance of common shares exceeding five percent (5%) of the issued and outstanding common shares unless Vizsla has obtained the requisite disinterested shareholder approval to the grant.
If the option holder ceases to be a director of Vizsla Silver or ceases to be employed by Vizsla Silver (other than by reason of death), or ceases to be a consultant of Vizsla Silver as the case may be, then the option granted will expire on no later than the 30th day following the date that the option holder ceases to be a director, ceases to be employed by Vizsla Silver or ceases to be a consultant of Vizsla Silver, subject to the terms and conditions set out in the Stock Option Plan.
On September 7, 2022, the Board approved the Equity Incentive Compensation Plan, subject to Shareholder and regulatory approval to replace the existing Stock Option Plan. The Equity Incentive Compensation Plan includes a rolling 10% stock option plan and a fixed 8% other equity plan. Other equity available to issue are Restricted Share Units (RSUs), Performance Share Units (PSUs) and Deferred Share Units (DSUs). At the Meeting, Shareholders will be asked to approve the Equity Incentive Compensation Plan. For additional information pertaining to the new compensation plan, see the section of this Information Circular entitled "Approval of Omnibus Equity Incentive Compensation Plan."
If shareholders do not approve the Equity Incentive Compensation Plan, the Stock Option Plan will continue.
Long-Term Incentive Grants in Fiscal Year Ended April 30, 2022
The following table outlines each of the stock option grants made to NEOs in 2022. These grants were made considering each individual's performance, the Vizsla Copper Arrangement as well as the results of the market analysis completed by GGA earlier in the year.
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Named Executive Officer and Position |
Date of Grant |
Number of |
Exercise Price |
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Michael Konnert, President, CEO & Director |
June 22, 20211 Sept. 24, 20213 |
1,000,000 500,000 |
$2.22 $2.25 |
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Mahesh Liyanage, CFO |
June 22, 20211 Sept. 24, 20213 |
225,000 240,000 |
$2.22 $2.25 |
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Martin Dupuis, COO |
June 22, 20211 Sept. 24, 20213 |
185,000 120,000 |
$2.22 $2.25 |
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Veljko Brcic, VP of Corporate Development |
June 22, 20211 July 27, 20212 Sept. 24, 20213 |
185,000 69,500 140,000 |
$2.22 $2.34 $2.25 |
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Michael Pettingell, VP Business Development and Strategy |
Sept. 24, 20213 |
120,000 |
$2.25 |
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Hernando Rueda, Country Manager |
June 22, 20211 Sept. 24, 20213 |
135,000 70,000 |
$2.22 $2.25 |
1 These options will expire on June 22, 2026, and vest over 18 months.
2 These options will expire on July 27, 2026, and vest over 18 months.
3 These options will expire on September 24, 2026, and vest over 18 months.
The Board has adopted a Timely Disclosure, Confidentiality & Insider Trading Policy which includes the prohibition of hedging and derivative trading for members of the Board of Directors and senior management of the Company. During 2022, no NEO or Director, directly or indirectly, purchased any financial instruments or employed a strategy to hedge or offset a decrease in market value of equity securities granted as compensation or held.
The Compensation Committee considered the implications of the risks associated with the Company's compensation policies and practices and concluded that, given the nature of the Company's business and the role of the Compensation Committee in overseeing the Company's executive compensation practices, the compensation policies and practices do not serve to encourage any Named Executive Officer to take inappropriate or excessive risks, and no risks were identified arising from the Company's compensation policies and practices that are reasonably likely to have a material adverse effect on the Company.
Performance Graph
The following graph compares the Company's cumulative total Shareholder return ("TSR") over the five most recently completed financial years ending April 30, 2022. It portrays the five-year growth of $100 invested in the common shares of Vizsla from April 30, 2017, to April 30, 2022, compared to $100 invested in the S&P/TSX Composite Total Return Index, and S&P/TSX Global Mining Index for the same period.
| Date | Vizsla TSR | S&P/TSX Global Mining Index |
S&P/TSX Composite Total Return Index |
TSX Venture Composite Index |
| Oct-18 | 100 | 100 | 100 | 100 |
| Apr-19 | 93 | 111 | 106 | 87 |
| Oct-19 | 260 | 114 | 107 | 77 |
| Apr-20 | 280 | 122 | 97 | 67 |
| Oct-20 | 927 | 140 | 104 | 97 |
| Apr-21 | 1,247 | 161 | 130 | 136 |
| Oct-21 | 1,727 | 146 | 144 | 135 |
| Apr-22 | 1,373 | 174 | 144 | 116 |
From the time that the Company was listed on the TSX Venture Exchange on September 26, 2017, Vizsla's share price increased 1,373% outperforming the S&P/TSX Global Mining Index, and the S&P/TSX Composite Total Return Index. This exceptional share-price performance demonstrates the strategic value and commitment by the Executives in creating long-term shareholder value while advancing the Panuco-Copala Project in an optimal manner.
The Company's executive compensation is based on several factors including, but not limited to, the demand for and supply of skilled professionals in the resource industry generally, individual performance, the Company's performance, and other factors. The trading price of the common shares on the TSX is subject to fluctuation based on several factors, many of which are beyond the control of the Company and its Executives. These include, among other things, market perception of the Company's ability to achieve planned growth or results, trading volume in the Company's common shares, and changes in general conditions in the economy and financial markets. That being said, a significant portion of the NEO's total compensation has been tied to equity-based awards through stock options which are considered at-risk and long-term performance-based. It also means that the compensation realized by NEOs is greatly tied to the performance of Vizsla shares for Company shareholders.
Summary Compensation Table for NEOs
The following table is a summary of compensation paid to the Named Executive Officers in respect of the Company's financial years ended April 30, 2022, and 2021.
|
Name and Position |
Year |
Salary, ($) |
Bonus10 ($) |
Share ($) |
Pension ($) |
Option ($) |
Value of all |
Total |
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Michael Konnert1 |
2022 |
350,000 |
350,000 |
Nil |
Nil |
2,880,117 |
Nil |
3,580,117 |
|
2021 |
336,667 |
350,000 |
Nil |
Nil |
363,935 |
Nil |
1,050,602 |
|
|
2020 |
220,000 |
100,000 |
Nil |
Nil |
301,402 |
Nil |
621,402 |
|
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Mahesh Liyanage2 |
2022 |
131,500 |
127,500 |
Nil |
Nil |
966,300 |
Nil |
1,225,300 |
|
2021 |
48,750 |
10,700 |
Nil |
Nil |
133,581 |
Nil |
193,031 |
|
|
2020 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
|
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Martin Dupuis3 COO (Former VP of Technical Services) |
2022 |
211,000 |
158,400 |
Nil |
Nil |
600,070 |
Nil |
969,470 |
|
2021 |
122,850 |
7,000 |
Nil |
Nil |
60,646 |
Nil |
190,496 |
|
|
2020 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
|
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Charles Funk4 |
2022 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
|
2021 |
116,580 |
250,000 |
Nil |
Nil |
74,672 |
Nil |
501,898 |
|
|
2020 |
187,777 |
Nil |
Nil |
Nil |
249,531 |
Nil |
437,308 |
|
|
Veljko Brcic5 |
2022 |
225,325 |
265,000 |
Nil |
Nil |
833,093 |
Nil |
1,323,418 |
|
2021 |
149,452 |
22,000 |
Nil |
Nil |
125,746 |
Nil |
297,198 |
|
|
2020 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
|
|
Michael Pettingell6 VP Business Development and Strategy |
2022 |
180,123 |
100,800 |
Nil |
Nil |
490,310 |
Nil |
771,233 |
|
2021 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
|
|
2020 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
|
|
Hernando Rueda7 Country Manager |
2022 |
138,952 |
26,132 |
Nil |
Nil |
413,250 |
Nil |
578,334 |
|
2021 |
35,100 |
Nil |
Nil |
Nil |
43,318 |
Nil |
78,418 |
|
|
2020 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
|
|
Martin Bajic8 |
2022 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
|
2021 |
45,000 |
Nil |
Nil |
Nil |
Nil |
Nil |
45,000 |
|
|
2020 |
48,000 |
Nil |
Nil |
Nil |
34,683 |
Nil |
82,683 |
1 Michael Konnert has been President, CEO and a Director since September 26, 2017, the date of Incorporation. He receives no form of Director compensation given his role as an officer of the Company.
2 Mahesh Liyanage has been CFO since December 1, 2020.
3 Martin Dupuis was VP of Technical Services from January 28, 2021, to May 4, 2021. He became a COO on May 5, 2022.
4 Charles Funk was VP of Exploration from June 1, 2019, to January 28, 2021. He became a director on January 28, 2021. The compensation reflected in this table relates only to his former role as VP Exploration and excludes any compensation paid to him in his role as a Director following January 28, 2021. His compensation relating to his role as a Director can be found in the Summary Compensation Table for Directors.
5 Veljko Brcic is not considered a NEO but earned more than $150,000 during the year ended April 30, 2021. He joined Vizsla Silver on October 1, 2020.
6 Michael Pettingell is not considered a NEO but earned more than $150,000 during the year ended April 30, 2022. He was appointed VP of Business Development and Strategy on July 27, 2021.
7 Hernando Rueda is not considered a NEO but earned more than $150,000 during the year ended April 30, 2022. He was appointed Country Manager on January 28, 2021.
8 Martin Bajic was CFO from June 10, 2019, to December 1, 2020.
9 Option-based awards are valued using the Black-Scholes option pricing model, which is in accordance with IFRS, for consistency with the accounting valuation. For option-based awards, the fair value of the of the awards at the grant date reflects the number of options awarded multiplied by the accounting fair value price.
The fair value of the 2021 option award was calculated using the following assumptions: expected life of 5 years, annualized volatility of 93.7%-103.9%, dividend rate of 0.00% and risk-free interest rate of 0.32% - 0.58%.
The fair value of the 2022 option award was calculated using the following assumptions: expected life of 5years, annualized volatility of 100%-104%, dividend rate of 0.00% and risk-free interest rate of 0.79% - 1.65%.
The 2022 option award included the incremental share-based compensation amount recognized from the Arrangement with Vizsla Copper on September 20, 2021. The Black-Scholes value is calculated as part of a requirement by IFRS to fair value the options at the time of the grant. It is not the determining factor when granting stock options. The stock options are granted based on the performance and retention of key individuals.
10 For Non-Equity incentive plans described, the Company only provided Annual incentive plans in the forms of cash bonuses. The Company did not have any Long-term non-equity compensation.
Outstanding Share-Based Awards and Option-Based Awards
The following table displays all awards outstanding for each NEO at the end of April 30, 2022.
|
Name |
Option-Based Awards |
Share-Based Awards |
|||||
|
# of |
Option |
Option expiry |
Value of |
# of |
Market or |
Market or |
|
|
Michael Konnert President, CEO & Director |
450,000 450,000 350,000 323,000 1,000,000 500,000 |
$0.66 $0.76 $2.07 $1.44 $2.22 $2.25 |
30-Dec-2024 29-Jun-2025 6-Aug-2025 17-Feb-2026 22-Jun-2026 24-Sep-2026 |
$630,000 $585,000 Nil $150,195 Nil Nil |
Nil |
Nil |
Nil |
|
Mahesh Liyanage CFO |
100,000 200,000 225,000 240,000 |
$1.40 $1.44 $2.22 $2.25 |
1-Dec-2025 17-Feb-2026 22-Jun-2026 24-Sep-2026 |
$33,000 $93,000 Nil Nil |
Nil |
Nil |
Nil |
|
Martin Dupuis COO |
75,000 140,000 185,000 120,000 |
$1.69 $1.44 $2.22 $2.25 |
27-Aug-2025 17-Feb-2026 22-Jun-2026 24-Sep-2026 |
$27,750 $65,100 Nil Nil |
Nil |
Nil |
Nil |
|
Veljko Brcic VP of Corporate Development |
125,000 140,000 185,000 69,500 140,000 |
$1.40 $1.44 $2.22 $2.34 $2.25 |
01-Oct-2025 17-Feb-2026 22-Jun-2026 27-Jul-2026 24-Sep-2026 |
41,250 Nil Nil |
Nil |
Nil |
Nil |
|
Michael Pettingell |
220,000 120,000 |
$2.34 $2.25 |
12-Jul-2026 24-Sep-2026 |
Nil |
Nil |
Nil |
Nil |
|
Name |
Option-Based Awards |
Share-Based Awards |
|||||
|
# of |
Option |
Option expiry |
Value of |
# of |
Market or |
Market or |
|
|
Hernando Rueda Country Manager |
100,000 135,000 70,000 |
$1.44 $2.22 $2.25 |
17-Feb-2026 22-Jun-2026 24-Sep-2026 |
46,500 |
Nil |
Nil |
Nil |
1 Represents the difference between the market value of the Common Shares underlying the options on April 30, 2022 (based on $2.06 closing price of the Common Shares on the TSX-V on that date).
Value Vested or Earned During the Year Ended April 30, 2022
|
Name |
Option-Based Awards - |
Share-Based Awards - |
Non-Equity Incentive Plan |
|
Michael Konnert President, CEO& Director |
$894,015 |
Nil |
Nil |
|
Mahesh Liyanage CFO |
$204,575 |
Nil |
Nil |
|
Martin Dupuis COO |
$121,825 |
Nil |
Nil |
|
Veljko Brcic |
$152,016 |
Nil |
Nil |
|
Michael Pettingell |
$24,700 |
Nil |
Nil |
|
Hernando Rueda Country Manager |
$86,125 |
Nil |
Nil |
1 Represents the dollar value that would have been realized if the options had been exercised on the vesting date based on the closing price of the Common Shares on the TSX Venture Exchange less the exercise price of the options.
No stock options were exercised during the year ended April 30, 2022.
Termination and Change of Control Benefits
In the event that any NEO is terminated for cause, they are not entitled to any additional payments.
In the event that any NEO is terminated by Vizsla without cause, the executive resigns with Good Cause, or if the Executive's employment is terminated following a Change of Control, the Executive may be eligible for certain entitlements as described below.
On termination without cause, resignation for Good Cause, or following a Change of Control, each NEO shall be paid severance consisting of a specified number of months of:
- current salary
- continuation of health benefits, and
- highest monthly short term incentive amount from the three preceding years;
The NEO shall also be entitled to receive the highest monthly short term incentive amount received in the three preceding years, prorated for months worked during the year up to the termination date.
In the event of a Change of Control, Options that are outstanding at the time of the occurrence of such event shall become immediately vested and fully exercisable. In the case of equity issued through RSUs, all RSUs at the time of termination following a Change of Control shall become vested RSUs and each participant shall be entitled to payouts in accordance with the terms of the Equity Incentive Compensation Plan.
For clarity:
-
"Good Cause" means the resignation, other than on a purely voluntary basis, as a result of the occurrence of one or more of the following events without the NEO's consent: constructive dismissal, a significant reduction of compensation, title, or role, relocation of more than 100 kilometers, or a material reduction in the NEO's responsibilities.
-
"Change of Control" means a) the acquisition of 50% of Vizsla's common shares by a person or a group of persons acting jointly or in concert, b) the removal, or failure to elect 50% or more of the members of the Board of Directors who were nominated by the Company's Board at the nearest Annual General Meeting, or c) the sale of substantially all the assets of the Company.
|
Name |
Without Cause or For Good Cause |
Following a Change of Control |
|
Michael Konnert |
18 months |
36 months |
|
Mahesh Liyanage CFO |
12 months |
24 months |
|
Martin Dupuis COO |
12 months |
18 months |
|
Veljko Brcic |
3 months |
24 months |
|
Michael Pettingell VP Business Development and Strategy |
3 months |
12 months |
|
Hernando Rueda Country Manager |
3 months |
12 months |
The table below summarizes the estimated incremental payments related to termination scenarios under each Senior Executive Agreement assuming the events occurred on April 30, 2022.
|
Name |
Type of |
Base Salary ($) |
Performance |
Other ($) |
Total ($) |
|
Michael Konnert President, CEO & Director |
Without Cause or for Good Cause |
$525,000 |
$525,000 |
Nil |
$1,050,000 |
|
Following a Change of Control |
$1,050,000 |
$1,050,000 |
Nil |
$2,100,000 |
|
|
Mahesh Liyanage CFO |
Without Cause or for Good Cause |
$220,000 |
N/A |
Nil |
$220,000 |
|
Following a Change of Control |
$440,000 |
N/A |
Nil |
$440,000 |
|
|
Martin Dupuis COO |
Without Cause or for Good Cause |
$250,000 |
N/A |
Nil |
$250,000 |
|
Following a Change of Control |
$375,000 |
N/A |
Nil |
$375,000 |
|
|
Veljko Brcic VP of Corporate Development |
Without Cause or for Good Cause |
$55,000 |
$66,250 |
Nil |
$121,250 |
|
Following a Change of Control |
$440,000 |
$132,500 |
Nil |
$572,500 |
|
Name |
Type of |
Base Salary ($) |
Performance |
Other ($) |
Total ($) |
|
Michael Pettingell VP Business Development and Strategy |
Without Cause or for Good Cause |
$45,000 |
N/A |
Nil |
$45,000 |
|
Following a Change of Control |
$180,000 |
N/A |
Nil |
$45,000 |
|
|
Hernando Rueda Country Manager |
Without Cause or for Good Cause |
46,333 |
N/A |
Nil |
46,333 |
|
Following a Change of Control |
139,000 |
N/A |
Nil |
139,000 |
1 NEOs are entitled to receive a short-term incentive amount, prorated for months worked during the year up to the termination date. As this amount would vary depending on the time of year that the termination of employment was to occur, an estimate of that amount it is not included in the above figure.
DIRECTOR COMPENSATION
Cash Retainers
Outlined in the table below is a summary of the cash retainers approved by the Board for 2021 and 2022. Considering the results of benchmarking analysis by GGA, the Board approved adjustments for 2022 to position director compensation more competitively within the peer group and reflect the evolution of Vizsla as a company which has increased the roles and responsibilities of Board members. Cash retainers are payable in cash on a quarterly basis.
|
Director Compensation |
2022 |
2021 |
||
|
Chair Annual |
Member Annual |
Chair Annual |
Member Annual |
|
|
Board of Directors |
$100,000 |
$50,000 |
$90,000 |
$30,000 |
|
Audit Committee |
Nil |
Nil |
Nil |
Nil |
|
Compensation Committee |
Nil |
Nil |
Nil |
Nil |
|
Technical Committee |
Nil |
Nil |
Nil |
Nil |
|
Corporate Governance & Nominating |
Nil |
Nil |
Nil |
Nil |
Equity Compensation
The Non-Executive Directors of the Company are primarily compensated by way of stock options and directors' fees. Starting in November 2022, if approved by shareholders at the annual general meeting, RSUs will now be considered as part of the Non-Executive Director compensation program, along with Options and director fees, but may not always be granted.
Non-Executive Directors were granted Options in June 2021 as per the Company's annual granting process before the new annual grant limit of no more than $100,000 was approved under the Stock Option Plan.
Moving forward, Non-Executive Directors will be subject to the annual grant limit, which is no more than $150,000 in equity compensation, of which no more than $100,000 may be granted in Options. This limit shall not apply to RSUs granted to a Non-Executive Director in lieu of any cash retainer or meeting fees and such RSUs shall not be included in determining the limits where the aggregate accounting fair value on the Date of Grant of such RSUs is equal to the amount of the cash retainer or meeting fees in respect of which such RSUs were granted.
The following table outlines the value of equity compensation granted to Non-Executive Directors in the form of stock options during the Fiscal Year Ended April 30, 2022.
|
Director |
Date of Grant |
Number of |
Exercise Price |
|
Charles Funk |
June 22, 20211 Sept. 24, 20212 |
600,000 100,000 |
$2.22 $2.25 |
|
Craig Parry |
June 22, 20211 Sept. 24, 20212 |
600,000 240,000 |
$2.22 $2.25 |
|
Simon Cmrlec |
June 22, 20211 Sept. 24, 20212 |
200,000 100,000 |
$2.22 $2.25 |
|
Stuart Smith (former) |
June 22, 20211 Sept. 24, 20212 |
150,000 100,000 |
$2.22 $2.25 |
|
Harry Pokrandt |
Feb. 1, 20223 |
200,000 |
$2.45 |
1 These options expire on June 22, 2026, and vest over 18 months.
2 These options expire on September 24, 2026, and vest over 18 months.
3 These options expire on February 1, 2027, and vest over 18 months.
Summary Compensation Table for Directors
The following table sets forth all amounts of compensation provided to the directors of the Company (other than directors who are Named Executive Officers) during 2021 and 2022. For directors who are Named Executive Officers, see "Summary Compensation Table for NEOs" above.
|
Name |
Year |
Salary, |
Bonus7 ($) |
Committee ($) |
Pension ($) |
Option |
Share |
Value of all ($) |
Total |
|
Charles Funk1 |
2022 |
Nil |
Nil |
130,000 |
Nil |
1,345,794 |
Nil |
Nil |
1,475,794 |
|
Craig Parry2 |
2022 |
Nil |
Nil |
150,000 |
Nil |
1,681,786 |
Nil |
Nil |
1,831,786 |
|
Simon Cmrlec3 |
2022 |
Nil |
Nil |
50,000 |
Nil |
643,772 |
Nil |
Nil |
693,772 |
|
Stuart Smith4 |
2022 |
Nil |
Nil |
50,000 |
Nil |
404,331 |
Nil |
Nil |
454,331 |
|
Harry Pokrandt5 |
2022 |
Nil |
Nil |
21,806 |
Nil |
201,300 |
Nil |
Nil |
223,106 |
1 Charles Funk was VP of Exploration from June 1, 2019, to January 28, 2021. He became a director on January 28, 2021. The compensation reflected in this table relates only to his role as a Director and excludes any compensation paid to him in his former role as VP of Exploration. His compensation relating to his former role as VP of Exploration can be found in the Summary Compensation Table for NEOs.
2 Craig Parry has been the Chairman since December 18, 2018.
3 Simon Cmrlec has been an independent director since February 21, 2019
4 Stuart Smith was a director from Feb 22, 2019, to July 6, 2022.
5 Harry Pokrandt became a director on November 23, 2021.
6 Option-based awards are valued using the Black-Scholes option pricing model, which is in accordance with IFRS, for consistency with the accounting valuation. For option-based awards, the fair value of the awards at the grant date reflects the number of options awarded multiplied by the accounting fair value price. (The fair value of the 2021 option award was calculated using the following assumptions: expected life of 5 years, annualized volatility of 93.7%-103.9%, dividend rate of 0.00% and risk-free interest rate of 0.32% - 0.58%. The fair value of the 2022 option award was calculated using the following assumptions: expected life of 5years, annualized volatility of 100%-104%, dividend rate of 0.00% and risk-free interest rate of 0.79% - 1.65%. The 2022 option award included the incremental share-based compensation amount recognized from the Arrangement with Vizsla Copper on September 20, 2021.) The Black-Scholes value is calculated as part of a requirement by IFRS to fair value the options at the time of the grant. It is not the determining factor when granting stock options. The stock options are granted based on the performance and retention of key individuals.
7 For Non-Equity incentive plans described, the Company only provided Annual incentive plans in the form of cash bonuses. The Company did not have any Long-term non-equity compensation.
Outstanding Share-Based Awards and Option-Based Awards
The following table displays all awards outstanding for each Director at the end of April 30, 2022.
|
Name |
Option-Based Awards |
Share-Based Awards |
|||||
|
# of |
Option |
Option expiry |
Value of |
# of shares |
Market or |
Market or |
|
|
Charles Funk |
150,000 100,000 140,000 600,000 100,000 |
$0.76 $2.07 $1.44 $2.22 $2.25 |
29-Jun-2025 6-Aug-2025 17-Feb-2026 22-Jun-2026 24-Sep-2026 |
$195,000 Nil $65,100 Nil Nil |
Nil Nil Nil Nil Nil |
Nil Nil Nil Nil Nil |
Nil Nil Nil Nil Nil |
|
Craig Parry |
325,000 250,000 325,000 310,000 240,000 200,000 600,000 240,000 |
$0.14 $0.16 $0.66 $0.76 $2.07 $1.44 $2.22 $2.25 |
26-Feb-2029 12-Jun-2024 30-Dec-2024 29-Jun-2025 6-Aug-2025 17-Feb-2026 22-Jun-2026 24-Sep-2026 |
$624,000 $475,000 $455,000 $403,000 Nil $93,000 Nil Nil |
Nil Nil Nil Nil Nil Nil Nil Nil |
Nil Nil Nil Nil Nil Nil Nil Nil |
Nil Nil Nil Nil Nil Nil Nil Nil |
|
Simon Cmrlec |
125,000 100,000 100,000 100,000 100,000 125,000 200,000 100,000 |
$0.14 $0.16 $0.66 $0.76 $2.07 $1.44 $2.22 $2.25 |
26-Feb-2029 12-Jun-2024 30-Dec-2024 29-Jun-2025 6-Aug-2025 17-Feb-2026 22-Jun-2026 24-Sep-2026 |
$240,000 $190,000 $140,000 $130,000 Nil $58,125 Nil Nil |
Nil Nil Nil Nil Nil Nil Nil Nil |
Nil Nil Nil Nil Nil Nil Nil Nil |
Nil Nil Nil Nil Nil Nil Nil Nil |
|
Stuart Smith 2 |
325,000 100,000 100,000 100,000 100,000 93,750 112,500 50,000 |
$0.14 $0.16 $0.66 $0.76 $2.07 $1.44 $2.22 $2.25 |
26-Feb-2029 12-Jun-2024 30-Dec-2024 29-Jun-2025 6-Aug-2025 17-Feb-2026 22-Jun-2026 24-Sep-2026 |
$624,000 $190,000 $140,000 $130,000 Nil $58,125 Nil Nil |
Nil Nil Nil Nil Nil Nil Nil Nil |
Nil Nil Nil Nil Nil Nil Nil Nil |
Nil Nil Nil Nil Nil Nil Nil Nil |
|
Harry Pokrandt 3 |
200,000 |
$2.45 |
1-Feb-2027 |
Nil |
Nil |
Nil |
Nil |
1 Represents the difference between the market value of the Common Shares underlying the options on April 30, 2022 (based on $2.06 closing price of the Common Shares on the TSX-V on that date).
2 Stuart Smith was a director from Feb 22, 2019, to July 6, 2022.
3 Harry Pokrandt became a director on November 23, 2021.
Value Vested or Earned During the Year Ended April 30, 2022
|
Name |
Option-Based Awards - $ |
Share-Based Awards - $ |
Non-Equity Incentive Plan $ |
|
Craig Parry |
571,675 |
Nil |
Nil |
|
Simon Cmrlec |
214,500 |
Nil |
Nil |
|
Stuart Smith |
201,250 |
Nil |
Nil |
|
Charles Funk |
521,450 |
|
|
|
Harry Pokrandt |
Nil |
Nil |
Nil |
1 Represents the dollar value that would have been realized if the options had been exercised on the vesting date based on the closing price of the Common Shares on the TSX Venture Exchange less the exercise price of the options.
No stock options were exercised during the year-ended April 30, 2022.
PENSION PLAN BENEFITS
The Company does not have any pension, retirement, defined benefit, defined contribution, or deferred compensation plans that provides for payments or benefits to its Directors and NEOs in connection with retirement and none are proposed at this time.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The following table sets out information on the Company's equity compensation plans under which Common Shares are authorized for issuance as at April 30, 2022, at which time there were 154,875,802 Common Shares issued and outstanding.
|
Plan Category |
Number of Securities to (#) |
Weighted average ($) |
Number of securities |
|
Equity compensation plans approved by securityholders |
14,640,472 |
$1.64 |
847,107 |
|
Equity compensation plans not approved by securityholders |
Nil |
N/A |
Nil |
|
Total |
14,640,472 |
$1.64 |
847,107 |