| When | | | Where | |
|
Thursday, May 18, 2023
10:00 a.m., Mountain Time |
| | Online at meetnow.global/MZA9AHQ | |
| Items of Business: | | | Our Board of Directors Recommends You Vote: | |
|
•
To receive and consider the audited financial statements of the Company together with the auditors’ report thereon for the financial year ended December 31, 2022;
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| | | |
|
•
To elect the nine directors named in the Proxy Statement to serve until the next Annual Meeting of Shareholders or until their respective successors are elected and qualified;
|
| | FOR the election of each director nominee | |
|
•
To ratify the appointment of PricewaterhouseCoopers LLP as our independent auditors for the fiscal year ending December 31, 2023 at a remuneration to be set by the directors;
|
| | FOR the ratification of the appointment | |
|
•
To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.
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|
•
Marcelo Kim
•
Bob Dean
•
Laura Dove
•
Rich Haddock
•
Jeff Malmen
|
| |
•
Chris Papagianis
•
Chris J. Robison
•
Laurel Sayer
•
Alex Sternhell
|
|
|
![]()
Marcelo Kim
New York, USA
Partner at Paulson & Co. Inc.
|
| | |
Background
Marcelo Kim joined Perpetua as director in March 2016 and became Chair in 2020. Mr. Kim has served as a Partner at Paulson & Co. Inc., an investment management firm since 2011, where he oversees the firm’s global macro-economic and natural resource investments. Mr. Kim earned his Bachelor of Arts in economics with honors from Yale University in 2009. He is currently the Chair of International Tower Hill (NYSE American: THM) and serves on the board of directors of Ambri, Inc, a privately held company.
Mr. Kim serves as a Paulson & Co. Inc. nominee under the Paulson Investor Rights Agreement (as defined herein). Mr. Kim was appointed Chair of the Company in accordance with the Paulson Investor Rights Agreement.
Our Board believes that Mr. Kim is qualified to serve on our Board due to his extensive experience in commodities, investment analysis, capital markets and economics.
|
|
Age:
|
| |
Director since:
|
| |
Board committees:
|
| |
Other current public company boards:
|
|
36 | | | March 17, 2016 | | |
Corporate Governance & Nominating (Chair); Technical
|
| |
Chair of International Tower Hill Mines Ltd.
|
|
|
![]()
Chris J. Robison
Colorado, USA
Former board director for Detour Gold Corp. and
Chief Operating Officer of Newmont Mining Corporation |
| | |
Background
Mr. Robison has 42 years of experience in the mining industry that has spanned six commodities and five continents. He is a former Fortune 500 executive with proven success in capital-intensive mining businesses and brings expertise in natural resources, mining, metallurgy, project development, M&A, capital investment, business improvement and regulatory issues. Mr. Robison also has extensive experience with mine safety, environmental management, and corporate social responsibility. Most recently, Mr. Robison was a board director for Detour Gold Corp., a former Canadian gold mining company, from 2018 to 2020. As chair of the Technical Committee, he oversaw a step-change in safety, productivity and cost management. He also served on the Detour Gold Corp. Audit, SG&A and Special Committees. From 2013 to 2016, Mr. Robison was the Chief Operating Officer and Executive Vice President of Newmont Mining Corporation, the world’s largest gold miner, where he was responsible for 12 gold and copper mining operations and complexes generating US$7.4 billion in revenues in 2014, and a pipeline of 22 expansion projects and new mines. Under his leadership, Newmont Mining Corporation delivered step-change improvement in its operational performance and growth prospects and is now a leader in the gold sector in value creation as measured by cash flow, total shareholder returns and return on invested capital. During his tenure as Chief Operating Officer, Newmont Mining Corporation lowered injury rates by more than 50%, reduced costs by more than 20% and raised productivity (labor costs per ounce of gold produced) by more than 30%. Prior to Newmont Mining Corporation, Mr. Robison was Chief Operating Officer and Vice President Operations of Rio Tinto Minerals for six years, Chief Operations Officer of U.S. Borax Inc. for five years and Vice President and General Manager, Mining and Concentrating at Kennecott Utah Copper for four years. He has held numerous other management and leadership positions in the mining industry and holds a B.Sc. in metallurgical engineering from the University of Nevada, Mackay School of Mines. He has also completed business leadership programs at the London School of Business and safety leadership training programs led by Dupont.
Our Board believes that Mr. Robison is qualified to serve on our Board due to his extensive mining industry and leadership experience and expertise in project development and mining operations.
|
|
Age:
|
| |
Director since:
|
| |
Board committees:
|
| |
Other current public company boards:
|
|
65 | | | December 4, 2020 | | | Lead Independent Director; Compensation, Corporate Governance & Nominating; Technical (Chair) | | | N/A | |
|
![]()
Bob Dean
Idaho, USA
Co-owner of Ada Sand & Gravel, Inc. and former Managing Director of
Allen & Company LLC |
| | |
Background
Mr. Dean has over 25 years of experience investing across public and private markets and advising corporate clients on merger and acquisition transactions. From 1995 to 2015, Mr. Dean worked at Allen & Company LLC, a New York-based investment banking firm, where he was a Managing Director and an equity partner. At Allen & Company, Mr. Dean was the Portfolio Manager of Allen Global Partners LLC, a $1 billion investment fund that invested in equity and credit securities of companies engaged in corporate transactions. In addition, Mr. Dean served on the Executive Committee of Allen Investment Management LLC, the firm’s SEC-registered investment advisor, and was actively involved in the firm’s corporate advisory, principal trading, and private capital businesses. Mr. Dean began his career at Merrill Lynch & Co. as an analyst in the Media, Telecom & Technology Investment Banking Group.
Mr. Dean is currently co-owner of Ada Sand & Gravel, Inc., an independent producer of construction aggregates in Southwest Idaho, and actively invests in private equity, real estate and venture through Gemstone Capital LLC.
Mr. Dean serves as an Advisory Board Member of Greybull Stewardship LP, and is a Board Member of several non-profits including Trailhead Boise and Ramapo for Children. Mr. Dean is a graduate of Duke University where he received a B.A., cum laude, in Economics and Public Policy.
Our Board believes that Mr. Dean is qualified to serve on our Board due to his extensive experience in corporate finance and strategy, investment analysis and capital markets.
|
|
Age:
|
| |
Director since:
|
| |
Board committees:
|
| |
Other current public company boards:
|
|
51 | | | December 4, 2020 | | | Audit (Chair); Corporate Governance & Nominating | | | N/A | |
|
![]()
Laura Dove
Virginia, USA |
| | |
Background
Laura Dove brings three decades of legislative and media experience to Perpetua. Ms. Dove was a resident fellow at the University of Chicago in the fall of 2022 and led a seminar on the role of the U.S. Senate. In 2023, Ms. Dove was appointed second-in-command of the Institute of Politics at the Harvard Kennedy School to serve as the Institute of Politics’ first senior director of administration for six months under Interim Director Setti D. Warren. Ms. Dove previously served as Senior Director of the Ford Motor Company, an American company that designs, manufactures, markets and services vehicles, from 2020 until 2022, where she led federal government relations for a Fortune 50 company. She also served as Chair of the Executive Committee of the Alliance for Automotive Innovation and as the Washington representative for the Business Roundtable, U.S. Chamber of Commerce and National Association of Manufacturers during that time. Prior to her role with Ford, Ms. Dove served as the Senate’s Secretary for the Majority (an elected officer of the Senate) from 2013 to 2020, the culmination of more than twenty years of service in government. Ms. Dove holds a Master’s degree from the University of Virginia and a Bachelor of Arts degree from the University of North Carolina, Chapel Hill.
Our Board believes that Ms. Dove is qualified to serve on our Board due to her extensive experience in media and government service and relations.
|
|
Age:
|
| |
Director since:
|
| |
Board committees:
|
| |
Other current public company boards:
|
|
53 | | | March 30, 2022 | | | Corporate Governance & Nominating; Audit | | | N/A | |
|
![]()
Rich Haddock
Utah, USA |
| | |
Background
Rich Haddock recently retired from Barrick Gold Corporation, a mining company, where he had been General Counsel since 2014. At Barrick Gold Corporation, Mr. Haddock served in progressively senior legal roles since joining the company in 1997 and also served in business roles, including Global Vice President of Environment and Interim Regional President of Barrick North America. Mr. Haddock brings extensive permitting expertise in the U.S. as well as globally and vast experience in stakeholder engagement, environment, governance, litigation and mergers and acquisitions. Prior to his tenure at Barrick Gold Corporation, he worked at Santa Fe Pacific Gold Corporation, which merged into Newmont Corporation (“Newmont”), a Colorado based gold mining company, and was a partner at Denver-based international law firm, Holme Roberts & Owen. Mr. Haddock has been practicing law since 1985 and holds a Bachelor’s degree in Geology.
Our Board believes that Mr. Haddock is qualified to serve on our Board due to his extensive background in the mining industry including legal and permitting experience.
|
|
Age:
|
| |
Director since:
|
| |
Board committees:
|
| |
Other current public company boards:
|
|
64 | | | — | | | N/A | | | N/A | |
|
![]()
Jeff Malmen
Idaho, USA
Senior Vice President of
Public Affairs of IDACORP and Idaho Power |
| | |
Background
Mr. Malmen is currently the Senior Vice President of Public Affairs of IDACORP, an electricity holding company and Idaho Power, a regulated electrical power utility, where he has worked since 2007. In his role, he oversees government and regulatory affairs, corporate communications, and corporate services, including supply chain, real estate and facilities. Prior to that, Mr. Malmen enjoyed a 21-year career in state and federal politics, most recently as Chief of Staff for Idaho Governor C.L. “Butch” Otter and Idaho Governor Phil Batt prior to that. He also served as Administrator of the Division of Financial Management for Idaho Governor Dirk Kempthorne. He is the Chair of the Idaho Association of Commerce and Industry and Board Member of the Idaho Mining Association. Mr. Malmen attended Boise State University and has completed graduate studies at Dartmouth College, the University of Virginia and Stanford University.
Our Board believes that Mr. Malmen is qualified to serve on our Board due to his extensive experience in regulatory processes and experience as a senior executive of a publicly traded company.
|
|
Age:
|
| |
Director since:
|
| |
Board committees:
|
| |
Other current public company boards:
|
|
55 | | | December 4, 2020 | | | Corporate Governance & Nominating; Audit; Compensation | | | N/A | |
|
![]()
Chris Papagianis
New York, USA
Head of Strategy of Hudson Bay Capital
|
| | |
Background
Mr. Papagianis is Head of Strategy at Hudson Bay Capital as of the end of 2022. Previously, he was a Partner at Paulson & Co. Inc., an investment management firm where he worked on a number of the firm’s largest investments from 2016 through 2022. Prior to joining Paulson, Mr. Papagianis was director of private equity at Peterson Management from 2012 until 2016. Mr. Papagianis last served in government as Special Assistant for Domestic and Economic Policy to President George W. Bush. In this role, Mr. Papagianis guided the collaborative process within the White House to develop and implement policies, legislation, and regulations across numerous agencies. Mr. Papagianis is a graduate of Harvard College.
Mr. Papagianis also serves as a Paulson & Co. Inc. nominee under the Paulson Investor Rights Agreement (as defined herein).
Our Board believes that Mr. Papagianis is qualified to serve on our Board due to his extensive experience in government service and investment analysis.
|
|
Age:
|
| |
Director since:
|
| |
Board committees:
|
| |
Other current public company boards:
|
|
43 | | | May 14, 2020 | | | Compensation (Chair) | | | N/A | |
|
![]()
Laurel Sayer
Idaho, USA
President and CEO of Perpetua Resources Corp. and
Perpetua Resources Idaho, Inc. (“PRII”) |
| | |
Background
Laurel Sayer, based in Boise, Idaho, has served as President and Chief Executive Officer of the Company’s wholly-owned subsidiary, PRII, since 2016. Prior to her appointment to the Company’s Board, Ms. Sayer worked from 2012 until 2016 as the executive director of the Idaho Coalition of Land Trusts (“ICOLT”), which is dedicated to supporting and advancing private land conservation in Idaho. Ms. Sayer spent more than two decades working on public policy and government relations matters with Idaho Congressman Mike Simpson and Idaho United States Senator Mike Crapo, with an emphasis on natural resource issues.
Our Board believes that Ms. Sayer is qualified to serve on our Board due to her extensive natural resource and policy industry experience and experience in leadership development and personnel management.
|
|
Age:
69 |
| |
Director and
Officer since: |
| |
Board committees:
Technical |
| |
Other current public company boards:
N/A |
|
| | | December 4, 2020 | | | | | | | |
|
![]()
Alex Sternhell
Maryland, USA
Principal of Sternhell Group
|
| | |
Background
Mr. Sternhell has over two decades experience working on Capitol Hill lobbying on behalf of some of the world’s largest companies as Principal of Sternhell Group. Prior to founding the Sternhell Group, he served as the Democratic Deputy Staff Director of and Senior Policy Advisor to the U.S. Senate Committee on Banking, Housing and Urban Affairs from 2007 until 2009 as well as the Staff Director for the Senate Banking Subcommittee on Securities and Investment from 1999 until 2006. He played a key role in drafting and negotiating financial services legislation in recent history. Mr. Sternhell received his BA from Louisiana State University.
Our Board believes that Mr. Sternhell is qualified to serve on our Board due to his extensive experience in government service, corporate governance and crisis management.
|
|
Age:
|
| |
Director since:
|
| |
Board committees:
|
| |
Other current public company boards:
|
|
52 | | | December 4, 2020 | | | Compensation; Audit | | | N/A | |
Tenure on Board
|
| |
Number of
Director Nominees |
| |||
More than 10 years
|
| | | | 0 | | |
6-10 years
|
| | | | 1 | | |
5 years or less
|
| | | | 8 | | |
| | |
Marcelo
Kim |
| |
Bob
Dean |
| |
Laura
Dove |
| |
Rich
Haddock |
| |
Jeff
Malmen |
| |
Chris
Papagianis |
| |
Chris J.
Robison |
| |
Laurel
Sayer |
| |
Alex
Sternhell |
| |||||||||||||||||||||||||||
Executive Leadership Experience
|
| | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | | | |
Financial Experience
|
| | | | ✓ | | | | | | ✓ | | | | | | | | | | | | | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | | | | | | | ✓ | | |
Accounting/Audit
Experience |
| | | | | | | | | | ✓ | | | | | | ✓ | | | | | | | | | | | | ✓ | | | | | | | | | | | | | | | | | | | | | | | | ✓ | | |
Risk Management
Experience |
| | | | ✓ | | | | | | ✓ | | | | | | | | | | | | ✓ | | | | | | | | | | | | | | | | | | ✓ | | | | | | ✓ | | | | | | | | |
Operations Experience
|
| | | | | | | | | | | | | | | | | | | | | | ✓ | | | | | | | | | | | | ✓ | | | | | | ✓ | | | | | | | | | | | | | | |
Industry (Natural
Resources) Experience |
| | | | ✓ | | | | | | ✓ | | | | | | | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | | | |
Environmental and/or Climate Change-Related Experience
|
| | | | ✓ | | | | | | | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | |
Health and/or Safety Experience
|
| | | | | | | | | | | | | | | | | | | | | | ✓ | | | | | | ✓ | | | | | | | | | | | | ✓ | | | | | | ✓ | | | | | | | | |
Human Resources Management Experience
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | ✓ | | | | | | ✓ | | | | | | | | | | | | ✓ | | | | | | | | |
Governmental Affairs and/or Regulatory Experience
|
| | | | | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | |
| | | | | |
As of March 31, 2023
|
| | |
As of March 31, 2022
|
| | ||||||||
| | | | | |
Female
|
| | |
Male
|
| | |
Female
|
| | |
Male
|
| |
| | Total Number of Directors | | | |
9
|
| | |
9
|
| | ||||||||
| | Part I: Gender Identity | | | | | | | | | | | | | | | | | | |
| |
Directors
|
| | |
2
|
| | |
7
|
| | |
2
|
| | |
7
|
| |
| | Part II: Demographic Background | | | | | | | | | | | | | | | | | | |
| |
Asian
|
| | |
0
|
| | |
1
|
| | |
0
|
| | |
1
|
| |
| |
White
|
| | |
2
|
| | |
6
|
| | |
2
|
| | |
6
|
| |
Director
|
| |
Board
Meetings Attended |
| |
Audit
Committee Meetings Attended |
| |
Compensation
Committee Meetings Attended |
| |
Corporate
Governance and Nominating Committee Meetings Attended |
| |
Technical
Committee Meetings Attended |
| |
Total
Number of Meetings Attended |
| |
Attendance
Record |
|
Marcelo Kim
|
| |
10 of 11
91% |
| |
n/a
|
| |
n/a
|
| |
3 of 4
75% |
| |
3 of 4
75% |
| |
16
|
| |
84%
|
|
Chris Papagianis
|
| |
8 of 11
73% |
| |
n/a
|
| |
6 of 6
100% |
| |
n/a
|
| |
n/a
|
| |
14
|
| |
82%
|
|
Laurel Sayer
President & CEO |
| |
11 of 11
100% |
| |
n/a
|
| |
n/a
|
| |
n/a
|
| |
4 of 4
100% |
| |
15
|
| |
100%
|
|
Jeff Malmen
|
| |
10 of 11
91% |
| |
4 of 4
100% |
| |
4 of 4
100% |
| |
4 of 4
100% |
| |
n/a
|
| |
22
|
| |
96%
|
|
Chris Robison
|
| |
10 of 11
91% |
| |
n/a
|
| |
4 of 6
67% |
| |
4 of 4
100% |
| |
4 of 4
100% |
| |
22
|
| |
88%
|
|
Bob Dean
|
| |
11 of 11
100% |
| |
4 of 4
100% |
| |
n/a
|
| |
4 of 4
100% |
| |
n/a
|
| |
19
|
| |
100%
|
|
David Deisley
|
| |
11 of 11
100% |
| |
n/a
|
| |
2 of 2
100% |
| |
2 of 2
100% |
| |
4 of 4
100% |
| |
19
|
| |
100%
|
|
Alex Sternhell
|
| |
10 of 11
91% |
| |
4 of 4
100% |
| |
6 of 6
100% |
| |
n/a
|
| |
n/a
|
| |
20
|
| |
95%
|
|
Laura Dove
|
| |
6 of 6
100% |
| |
2 of 2
100% |
| |
n/a
|
| |
2 of 2
100% |
| |
n/a
|
| |
10
|
| |
100%
|
|
Name
(a) |
| |
Fees
Earned or Paid in Cash(1) ($) (b) |
| |
Stock
Awards ($)(3) (c) |
| |
Total
($) (d) |
| |||||||||
Bob Dean
|
| | | $ | 36,456 | | | | | $ | 27,500 | | | | | $ | 63,956 | | |
David Deisley
|
| | | $ | 27,832 | | | | | $ | 27,500 | | | | | $ | 55,332 | | |
Jeff Malmen
|
| | | $ | 28,550 | | | | | $ | 27,500 | | | | | $ | 56,050 | | |
Chris Robison
|
| | | $ | 41,056 | | | | | $ | 27,500 | | | | | $ | 68,556 | | |
Marcelo Kim(2)
|
| | | $ | n/a | | | | | $ | n/a | | | | | $ | n/a | | |
Laurel Sayer(2)
|
| | | $ | n/a | | | | | $ | n/a | | | | | $ | n/a | | |
Chris Papagianis(2)
|
| | | $ | n/a | | | | | $ | n/a | | | | | $ | n/a | | |
Alex Sternhell
|
| | | $ | 27,832 | | | | | $ | 27,500 | | | | | $ | 55,332 | | |
Laura Dove
|
| | | $ | 20,874 | | | | | $ | 42,500 | | | | | $ | 63,374 | | |
| | |
2022
|
| |
2021
|
| ||||||
Audit Fees(1)
|
| | | $ | 482,484 | | | | | $ | 214,500 | | |
Audit-Related Fees(2)
|
| | | $ | — | | | | | $ | 102,360 | | |
Tax Fees(3)
|
| | | $ | — | | | | | $ | — | | |
All Other Fees(4)
|
| | | $ | — | | | | | $ | — | | |
Total
|
| | | $ | 482,484 | | | | | $ | 316,860 | | |
Name and Address of Beneficial Owner
|
| |
Amount and
Nature of Beneficial Ownership |
| |
Percent
of Class |
| ||||||
Marcelo Kim
|
| | | | — | | | | | | * | | |
Michael Bogert(1)
|
| | | | 142,097 | | | | | | * | | |
Bob Dean(2)
|
| | | | 60,668 | | | | | | * | | |
David L. Deisley(3)
|
| | | | 62,499 | | | | | | * | | |
Laura Dove(4)
|
| | | | 26,024 | | | | | | * | | |
Rich Haddock
|
| | | | — | | | | | | * | | |
Jessica Largent(5)(14)
|
| | | | 85,955 | | | | | | * | | |
Jeff Malmen(6)
|
| | | | 51,837 | | | | | | * | | |
Chris Papagianis
|
| | | | — | | | | | | * | | |
Chris J. Robison(7)
|
| | | | 98,081 | | | | | | * | | |
Laurel Sayer(8)(14)
|
| | | | 182,482 | | | | | | * | | |
Alex Sternhell(9)
|
| | | | 51,149 | | | | | | * | | |
All directors and executive officers as a group (14 persons)(10)(14)
|
| | | | 978,460 | | | | | | 1.6% | | |
Paulson & Co. Inc.(11)
|
| | | | 24,771,542 | | | | | | 39.3% | | |
Sun Valley Gold LLC(12)
|
| | | | 5,793,273 | | | | | | 9.2% | | |
Kopernik Global Investors LLC (13)
|
| | | | 5,250,591 | | | | | | 8.3% | | |
Name
|
| |
Age
|
| |
Principal Position
|
|
Laurel Sayer | | | 69 | | | President and Chief Executive Officer | |
Jessica Largent | | | 39 | | | Chief Financial Officer | |
Alan D. Haslam | | | 56 | | | Vice President — Permitting | |
Laurence Michael Bogert | | | 65 | | | General Counsel, PRII | |
Mckinsey M. Lyon | | | 42 | | | Vice President — External Affairs | |
Name
|
| |
Principal Position
|
|
Laurel Sayer | | | President and Chief Executive Officer | |
Jessica Largent | | | Chief Financial Officer | |
Laurence Michael Bogert | | | General Counsel, PRII | |
Name and Principal Position
(a) |
| |
Year
(b) |
| |
Salary
($) (c) |
| |
Stock
Awards ($)(1) (d) |
| |
Option
Awards ($) (e) |
| |
Non-Equity
Incentive Plan Compensation ($) (f) |
| |
All Other
Compensation ($)(2) (g) |
| |
Total
($) (h) |
| |||||||||||||||||||||
Laurel Sayer
President and Chief Executive Officer |
| | | | 2022 | | | | | | 279,583 | | | | | | 609,351 | | | | | | n/a | | | | | | 159,013 | | | | | | 12,200 | | | | | | 1,060,147 | | |
| | | 2021 | | | | | | 275,000 | | | | | | n/a | | | | | | 413,618 | | | | | | 94,514 | | | | | | 11,000 | | | | | | 794,132 | | | ||
Jessica Largent
Chief Financial Officer |
| | | | 2022 | | | | | | 239,117 | | | | | | 571,030 | | | | | | n/a | | | | | | 77,833 | | | | | | 11,788 | | | | | | 899,768 | | |
| | | 2021 | | | | | | 197,500 | | | | | | n/a | | | | | | 601,925 | | | | | | 55,577 | | | | | | 5,133 | | | | | | 860,135 | | | ||
Laurence Michael Bogert
General Counsel, PRII |
| | | | 2022 | | | | | | 208,417 | | | | | | 378,537 | | | | | | n/a | | | | | | 66,673 | | | | | | 10,415 | | | | | | 664,042 | | |
| | | 2021 | | | | | | 205,000 | | | | | | n/a | | | | | | 206,809 | | | | | | 51,947 | | | | | | 10,722 | | | | | | 474,479 | | |
Position
|
| |
STIP as % of
Annual Salary |
| |
Corporate
Objectives |
| |
Individual
Objectives |
| |||||||||
President & CEO
|
| | | | 65% | | | | | | 100% | | | | | | 0% | | |
Chief Financial Officer
|
| | | | 35% | | | | | | 80% | | | | | | 20% | | |
General Counsel
|
| | | | 35% | | | | | | 80% | | | | | | 20% | | |
|
Eligibility
|
| | • | | | The Plan provides that directors, employees, and consultants who are designated by the Administrators (as defined below) to receive an award are eligible to participate in the Plan (each an “Eligible Person”). | |
|
Type of Awards
Authorized for Issuance |
| | • | | | The Plan provides for the Board, or such other persons as may be designated by the Board from time to time, to administer the Plan (collectively, the “Administrators”), including the authority to grant stock options (“Options”), RSUs, and Performance Share Units (“PSUs”) (each an “Award”) resulting in the issuance of common shares without par value of the Company. Additionally, the Plan provides for the grant of DSUs resulting in the issuance of shares to Eligible Persons who are non-employee directors and who are designated by the Administrators to receive DSUs. | |
|
Plan Maximum
|
| | • | | | The number of shares reserved and available for grant and issuance pursuant to the Plan, together with those shares issuable pursuant to any other compensation arrangements of the Company, shall not exceed 4,280,530 shares of the Company. | |
|
Outstanding Securities Awarded
|
| | • | | | 754,011 | |
|
Remaining Securities available for Grant
|
| | • | | | 1,431,149 | |
|
Insider Participation Limits
|
| | • | | | The aggregate number of Common Shares (a) issuable to insiders at any time (under all of the Company’s security-based compensation arrangements) cannot exceed ten percent (10%) of the issued and outstanding Common Shares and (b) issued to insiders within any one-year period (under all of the Company’s security-based compensation arrangements) cannot exceed ten percent (10%) of the issued and outstanding Common Shares. Furthermore, within any one fiscal year of the Company, (a) the aggregate fair value on the date of grant of all Options granted to any one non-employee director shall not exceed $100,000, and (b) the aggregate fair market value on the date of grant of all awards (including, for greater certainty, the fair market value of the Options) granted to any one non-employee director under all of the Company’s security based compensation arrangements shall not exceed $150,000; provided that such limits shall not apply to (i) awards taken in lieu of any cash retainer or meeting director fees, and (ii) a one-time initial grant to a non-employee director upon such non-employee director joining the Board. Any Common Shares issued by the Company through the assumption or substitution of outstanding stock options or other equity-based awards from an acquired company shall not reduce the number of Common Shares available for issuance pursuant to the exercise of awards granted under the Plan. | |
|
Term of Options
|
| | • | | | Subject to any accelerated termination as set forth in the Plan, each Option expires on its expiry date, which shall be specified in an Award Agreement (which shall not be later than the tenth anniversary of the date of grant of such Award) or, if not so specified, means the tenth anniversary of the date of grant of such Award. | |
|
Exercise Price
|
| | • | | | The exercise price per Share under each Option shall not be less than the Market Price (as defined in the Plan) of the Shares at the time of grant. Notwithstanding anything else contained herein, in no case will the exercise price per Share under each Option be less than the minimum prescribed by any stock exchange at the time of grant. | |
|
Resale Restrictions
|
| | • | | | Each participant in the Plan who is a director, an officer, or a person who is in a position to control the Company by share ownership or otherwise is considered an “affiliate” (as defined under the Securities Act) of the Company and may sell Shares acquired under the Plan in the United States only upon compliance with the provisions of the Securities Act and the rules and regulations thereunder, including, for example, sales in compliance with Rule 144. Such persons may also sell Shares outside the United States, provided that the requirements of Regulation S under the Securities Act are met. Each Participant who is a director, an officer, or a beneficial owner of more than 10% of the Shares may also become subject to Section 16 of the Exchange Act, which provides, among other things, that any profit realized by such Participant from any purchase and sale, or sale and purchase, of any equity security of the Company within any period of less than six months is recoverable by or on behalf the Company. | |
|
Vesting
|
| | • | | | Options. The Plan Administrator shall have the authority to determine the vesting terms applicable to grants of Options. Once an Option becomes vested, it shall remain vested and shall be exercisable until expiration or termination of the Option, unless otherwise specified by the Plan Administrator, or as may be otherwise set forth in any written employment agreement, Award Agreement or other written agreement between the Company or a subsidiary of the Company and the Participant. Each vested Option may be exercised at any time or from time to time, in | |
| | | | | | | whole or in part, for up to the total number of Option Shares with respect to which it is then exercisable. The Plan Administrator has the right to accelerate the date upon which any Option becomes exercisable. Subject to the provisions of the Plan and any Award Agreement, Options shall be exercised by means of a fully completed Exercise Notice delivered to the Company. The Plan Administrator may provide at the time of granting an Option that the exercise of that Option is subject to restrictions, such as vesting conditions relating to the attainment of specified performance goals. | |
| | | | • | | | RSUs. The Plan Administrator shall have the authority to determine any vesting terms applicable to the grant of RSUs, provided that the terms comply with Section 409A, with respect to a U.S. taxpayer. | |
| | | | • | | | PSUs. The Plan Administrator shall have the authority to determine any vesting terms applicable to the grant of PSUs. | |
| | | | • | | | DSUs. Except as otherwise determined by the Plan Administrator or as set forth in the particular Award Agreement, DSUs shall vest immediately upon grant. | |
|
Termination of
Employment or Services |
| | • | | | Unless otherwise provided in a participant's employment or consulting agreement or arrangement, the following will apply on the termination of the employment or service of a participant: | |
| | | | | | |
•
If a participant's employment is terminated for Cause by the Company, or by reason of the participant's voluntary resignation, then any option or other Award held by Participant that has not been exercised, surrendered, or settled as of the termination date is immediately forfeited and canceled as of the termination date.
|
|
| | | | | | |
•
If the participant's employment is terminated without Cause, then a portion of any unvested Options or other Awards will immediately vest, equal to the number of unvested Options or other Awards held by the participant as of the date of termination multiplied by a fraction the numerator of which is the number of days between the date of grant and the termination date and the denominator of which is the number of days between the date of grant and the date any unvested Options or other Awards were originally scheduled to vest, and for the purposes of PSUs such portion will be determined based on the target number of PSUs.
|
|
| | | | | | |
•
If the participant's employment terminates on account of his or her becoming disabled, then any Award held by the participant that has not vested on the date of termination will vest on that date and, for the purposes of PSUs, the target number of PSUs will become vested.
|
|
| | | | | | |
•
If the participant's employment is terminated by reason of death, then any unvested Award held by the participant will vest on such date and, for purposes of PSUs, the number of PSUs will become vested.
|
|
| | | | • | | | Where a participant's employment is terminated due to the participant's retirement, then a portion of the unvested options shall immediately vest, such portion to be equal to the number of unvested Options or other Awards held by the Participant as of the termination date multiplied by a fraction the numerator of which is the number of days between the date of grant and the termination date and the denominator of which is the number of days between the date of grant and the date any unvested Options or other Awards were originally scheduled to vest, and for purposes of this calculation with respect to PSUs such portion will be determined based on the target number of PSUs. | |
|
Change of Control
|
| | • | | | Except as set forth in an employment agreement, award agreement, or other written agreement between the Company and a Participant, in the event of a change of control, the Plan Administrator may, but is not required to, (i) cause the conversion or exchange of any outstanding Awards into or for rights or other securities of substantially equivalent value in any entity participating in or resulting from a Change of Control, (ii) permit the immediate vesting of any unvested Awards upon consummation of the Change of Control, (iii) terminate any Award in exchange for an amount of cash and/or property in an amount equivalent to that which would have been attained upon settlement of such Award or realization of the Participant's rights as of the date of the occurrence of the transaction, (iv) replace the Award with other rights or property selected by the Board, or (v) any combination of the foregoing. | |
| | | | • | | | Notwithstanding the above, and except as otherwise provided in a written employment or other agreement between the Company and a Participant, if within twelve (12) months following a Change of Control, a Participant's employment, consultancy or directorship is terminated by the Company without Cause, then any unvested Awards held by the Participant at the date of termination will immediately vest and be exercisable. | |
|
Amendments
|
| | • | | | The Plan Administrator may from time to time, without notice and without approval of the holders of voting shares of the Company, amend, modify, change, suspend or terminate the Plan or any Awards granted pursuant to the Plan as it, in its discretion determines appropriate, provided, however, that no such amendment, modification, change, suspension or termination of the Plan or any Awards may materially impair any rights of a Participant or materially increase any obligations of a participant under the Plan without the consent of the participant, unless the Plan Administrator determines such adjustment is required or desirable in order to comply with any applicable Securities laws or Stock Exchange requirements. | |
|
Exercise Price
|
| |
•
|
| | The exercise of an option under the Stock Option Plan is determined by the Directors at the time the option is granted, provided that such price can be not less than the market price (being the volume-weighted average trading price of the Common Shares on the TSX for the five trading days immediately preceding the date of grant) as of the date of the grant of such option. | |
|
Cashless Exercise
|
| |
•
|
| | The Stock Option Plan contains a cashless exercise feature whereby an option that is eligible for exercise may be exercised on a cashless basis instead of a participant making a cash payment for the aggregate exercise price of the options. When a participant elects the cashless exercise of options by providing the prescribed form of notice of cashless exercise to the Company specifying the number of options to be exercised for cash, the exercise price of the options is advanced by an independent brokerage firm, the advance is deducted from the proceeds of sale of the Common Shares issued on exercise, and the remaining proceeds or Common Shares are paid to the participant after deducting any withholding tax or other withholding liabilities. | |
|
Term and Expiry Dates
|
| | • | | | The maximum term of options granted under the Stock Option Plan is 10 years. The expiry date of an option is the later of: a specified expiry date and, where a blackout period is self-imposed by the Company, and the specified expiry date falls within, or immediately after, the blackout period, the date that is 10 trading days following the end of such blackout period. Should an option expire immediately after a blackout period self-imposed by the Company, the blackout expiration term will be reduced by the number of days between the option expiration date and the end of the blackout period. | |
|
Termination of Options
|
| | • | | | In the event of a participant’s death, the option is exercisable by the person(s) to whom the rights of the participant shall pass for a period of one year from the date of the participant’s death or prior to the expiration of the original term of such option, whichever is sooner, to the extent that participant was entitled to exercise the option at such time, subject to the provisions of any employment contract. All options held by a participant whose office or employment is terminated for cause cease to be exercisable as of the date of such termination. If a participant ceases to be eligible under the Stock Option Plan for any reason other than for cause or by virtue of death, options can be exercised by such participant for a period of 30 days or prior to the original expiry date of the option, whichever is sooner, subject to the provisions of any employment contract. | |
|
Stock Appreciation Rights
|
| | • | | | The Stock Option Plan includes a Stock Appreciation Rights clause which allows individuals the option to terminate vested options and receive shares in lieu of the benefits which would have been received had the options been exercised. | |
|
Capital Changes, Corporate Transactions, Take-Over Bids and Change of Control
|
| | • | | | The Stock Option Plan contains provisions for the treatment of options in relation to capital changes and with regard to amalgamations, consolidations, or mergers. The Stock Option Plan provides that if the Company is subject to a bona-fide take-over bid or a change of control (as defined therein) occurs, all Common Shares subject to options immediately become vested and may thereupon be exercised in whole or in part by a respective participant and that the Directors may accelerate the expiry date of outstanding options in connection with such take-over bid. | |
Officer Level
|
| |
Ownership Guideline
|
|
Chief Executive Officer | | | 3x annual base salary | |
All other Executive Officers | | | 2x annual base salary | |
| | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||||||||
Name
(a) |
| |
Grant
Date |
| |
Number of
Securities Underlying Un-exercised Options (#)(1) Exercisable (b) |
| |
Number of
Securities Underlying Un-exercised Options (#)(1) Un-exercisable (c) |
| |
Equity
Incentive Plan Awards: Number of Securities Underlying Un- exercised Unearned Options (#) (d) |
| |
Option
Exercise Price ($)(2) (e) |
| |
Option
Expiration Date (f) |
| |
Number
of Shares or Units of Stock That Have Not Vested(3) (#) (g) |
| |
Market
Value of Shares of Units of Stock That Have Not Vested(4) ($) (h) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested(5) (#) (i) |
| |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(4)(5) ($) (j) |
|
Laurel Sayer
|
| |
January 4,
2018 |
| |
12,000
|
| |
—
|
| |
—
|
| |
$4.35
|
| |
January 4,
2023 |
| |
—
|
| |
$—
|
| |
—
|
| |
$—
|
|
|
January 4,
2019 |
| |
24,000
|
| |
—
|
| |
—
|
| |
$7.16
|
| |
January 4,
2024 |
| |
—
|
| |
$—
|
| |
—
|
| |
$—
|
| ||
|
March 20,
2019 |
| |
25,000
|
| |
—
|
| |
—
|
| |
$5.31
|
| |
March 20,
2024 |
| |
—
|
| |
$—
|
| |
—
|
| |
$—
|
| ||
|
January 1,
2020 |
| |
19,875
|
| |
6,625
|
| |
—
|
| |
$4.58
|
| |
January 1,
2025 |
| |
—
|
| |
$—
|
| |
—
|
| |
$—
|
| ||
|
January 20,
2021 |
| |
40,000
|
| |
40,000
|
| |
—
|
| |
$8.71
|
| |
January 20,
2026 |
| |
—
|
| |
$—
|
| |
—
|
| |
$—
|
| ||
|
March 5,
2022 |
| |
—
|
| |
—
|
| |
—
|
| |
$—
|
| |
n/a
|
| |
55,295
|
| |
$161,461
|
| |
—
|
| |
$—
|
| ||
|
March 5,
2022 |
| |
—
|
| |
—
|
| |
—
|
| |
$—
|
| |
n/a
|
| |
—
|
| |
$—
|
| |
55,295
|
| |
$161,461
|
| ||
Jessica Largent
|
| |
March 15,
2021 |
| | | | | | | |
90,000
|
| |
$6.74
|
| |
March 15,
2026 |
| |
—
|
| |
$—
|
| |
—
|
| |
$—
|
|
|
March 15,
2021 |
| |
20,000
|
| |
20,000
|
| | | | |
$6.74
|
| |
March 15,
2026 |
| |
—
|
| |
$—
|
| |
—
|
| |
$—
|
| ||
|
March 5,
2022 |
| |
—
|
| |
—
|
| |
—
|
| |
$—
|
| |
n/a
|
| |
36,863
|
| |
$107,640
|
| |
—
|
| |
$—
|
| ||
|
March 5,
2022 |
| |
—
|
| |
—
|
| |
—
|
| |
$—
|
| |
n/a
|
| |
—
|
| |
$—
|
| |
36,863
|
| |
$107,640
|
| ||
|
April 1,
2022 |
| |
—
|
| |
—
|
| |
—
|
| |
$—
|
| |
n/a
|
| |
26,667
|
| |
$77,868
|
| |
—
|
| |
$—
|
| ||
Laurence
Michael Bogert |
| |
January 4,
2018 |
| |
8,000
|
| |
—
|
| | | | |
$4.35
|
| |
January 4,
2023 |
| |
—
|
| |
$—
|
| |
—
|
| |
$—
|
|
|
August 28,
2018 |
| |
4,500
|
| | | | | | | |
$6.72
|
| |
August 28,
2023 |
| | | | | | | | | | | | | ||
|
January 4,
2019 |
| |
19,000
|
| |
—
|
| | | | |
$7.16
|
| |
January 4,
2024 |
| |
—
|
| |
$—
|
| |
—
|
| |
$—
|
| ||
|
January 1,
2020 |
| |
16,125
|
| |
5,375
|
| | | | |
$4.58
|
| |
January 1,
2025 |
| |
—
|
| |
$—
|
| |
—
|
| |
$—
|
| ||
|
January 20,
2021 |
| |
20,000
|
| |
20,000
|
| | | | |
$8.71
|
| |
January 20,
2026 |
| |
—
|
| |
$—
|
| |
—
|
| |
$—
|
| ||
|
March 5,
2022 |
| |
—
|
| |
—
|
| |
—
|
| |
$—
|
| |
n/a
|
| |
34,350
|
| |
$100,302
|
| |
—
|
| |
$—
|
| ||
|
March 5,
2022 |
| |
—
|
| |
—
|
| |
—
|
| |
$—
|
| |
n/a
|
| |
—
|
| |
$—
|
| |
34,350
|
| |
$100,302
|
|
Name
|
| |
Vesting Date or
Last Date of Performance Period |
| |
Number of Time-Based
RSUs to Vest |
| |||
Laurel Sayer
|
| |
March 5, 2023
March 5, 2024 March 5, 2025 |
| | | |
18,432 18,432 18,431 |
| |
Jessica Largent
|
| |
March 5, 2023
March 5, 2024 March 5, 2025 April 1, 2023 April 1, 2024 |
| | | |
12,288 12,288 12,287 13,333 13,334 |
| |
Laurence Michael Bogert
|
| |
March 5, 2023
March 5, 2024 March 5, 2025 |
| | | |
11,450 11,450 11,450 |
| |
Plan Category
|
| |
Number of
Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (a)(1) |
| |
Weighted-
Average Exercise Price of Outstanding Options, Warrants and Rights (b)(2) |
| |
Number of
Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) |
| |||||||||
Equity compensation plans approved by shareholders
|
| | | | 2,726,547 | | | | | $ | 4.86 | | | | | | 1,431,149 | | |
Equity compensation plans not approved by shareholders
|
| | | | — | | | | | | — | | | | | | — | | |
Total
|
| | | | 2,726,547 | | | | | $ | 4.86 | | | | | | 1,431,149 | | |
| Bob Dean | | | Chair, Independent(1) | | | Financially literate(1) | |
| Laura Dove | | | Independent(1) | | | Financially literate(1) | |
| Jeffrey Malmen | | | Independent(1) | | | Financially literate(1) | |
| Alex Sternhell | | | Independent(1) | | | Financially literate(1) | |