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PPX Mining — Remuneration Information 2025
Mar 20, 2025
44369_rns_2025-03-20_e826e389-df5d-412e-97b8-98abb97e89a2.pdf
Remuneration Information
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PPX MINING CORP.
(the “Corporation”)
FORM 51-102F6V – STATEMENT OF EXECUTIVE COMPENSATION – VENTURE ISSUERS FOR THE YEAR ENDED SEPTEMBER 30, 2024
Introduction
The following information, dated as of March 28, 2025, is provided pursuant to Form 51-102F6V – Statement of Executive Compensation – Venture Issuers (“Form 51-102F6V”) as such term is defined in National Instrument 51-102 – Continuous Disclosure Obligations to provide information about the Corporation’s executive compensation in respect of the financial year ended September 30, 2024.
For the purpose of this Form 51-102F6V, a, “Named Executive Officer” or “NEO” means (a) the chief executive officer (“CEO”), (b) the chief financial officer (“CFO”), (c) the most highly compensated executive officer of the Corporation, and its subsidiaries, other than the CEO and CFO, as at September 30, 2024 whose total compensation was, individually, more than $150,000, as determined in accordance with subsection 1.3(5) of Form 51-102F6V, for that financial year; and (d) each individual who would be a Named Executive Officer under (c) but for the fact that the individual was not an executive officer of the Corporation and was not acting in a similar capacity, at the end of that financial year.
For the financial year ended September 30, 2024, the Corporation had the following Named Executive Officers: John Alan Thomas, Interim CEO, and Pompeyo Gallardo, CFO and Corporate Secretary.
All dollar amounts referenced herein are in Canadian dollars, unless otherwise specified.
Director and Named Executive Officer Compensation, Excluding Compensation Securities
The following table of compensation, excluding stock options (each an “Option”) and compensation securities, provides a summary of the compensation paid by the Corporation or a subsidiary of the Corporation to each NEO and director of the Corporation for the completed financial years ended September 30, 2024 and 2023. Options and compensation securities are disclosed under the heading “Stock Options and Other Compensation Securities” below.
| Name and Position | Year | Salary, Consulting Fee, Retainer or Commission ($) | Bonus ($) | Committee or Meeting Fees ($) | Value of Prerequisites ($) | Value of All Other Compensation ($) | Total Compensation ($) |
|---|---|---|---|---|---|---|---|
| John Thomas(1) | |||||||
| Interim CEO and Director | 2024 | ||||||
| 2023 | 180,000 | ||||||
| 170,044 | Nil | ||||||
| Nil | Nil | ||||||
| Nil | Nil | ||||||
| Nil | Nil | ||||||
| Nil | 180,000 | ||||||
| 170,044 | |||||||
| Pompeyo Gallardo(2) | |||||||
| CFO and Corporate Secretary | 2024 | ||||||
| 2023 | 204,000 | ||||||
| 204,000 | Nil | ||||||
| 20,000 | Nil | ||||||
| Nil | Nil | ||||||
| Nil | Nil | ||||||
| Nil | 204,000 | ||||||
| 224,000 | |||||||
| Brian Imrie | |||||||
| Executive Chairman and Director | 2024 | ||||||
| 2023 | 48,000 | ||||||
| 49,181 | Nil | ||||||
| Nil | Nil | ||||||
| Nil | Nil | ||||||
| Nil | Nil | ||||||
| Nil | 48,000(3) | ||||||
| 49,181(3) | |||||||
| John Menzies | |||||||
| Director | 2024 | ||||||
| 2023 | Nil | ||||||
| Nil | Nil | ||||||
| Nil | Nil | ||||||
| Nil | Nil | ||||||
| Nil | Nil | ||||||
| Nil | Nil | ||||||
| Nil | |||||||
| Fernando Pickmann | |||||||
| Dianderas | |||||||
| Director | 2024 | ||||||
| 2023 | Nil | ||||||
| Nil | Nil | ||||||
| Nil | Nil | ||||||
| Nil | Nil | ||||||
| Nil | Nil | ||||||
| Nil | Nil | ||||||
| Nil | |||||||
| Bruno Kaiser(4) | |||||||
| Director | 2024 | Nil | Nil | Nil | Nil | Nil | Nil |
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| Name and Position | Year | Salary, Consulting Fee, Retainer or Commission ($) | Bonus ($) | Committee or Meeting Fees ($) | Value of Prerequisites ($) | Value of All Other Compensation ($) | Total Compensation ($) |
|---|---|---|---|---|---|---|---|
| Florian Siegfried^{(5)} | 2024 | Nil | Nil | Nil | Nil | Nil | Nil |
| Former Director | 2023 | Nil | Nil | Nil | Nil | Nil | Nil |
(1) All payments were made to Jat MetConsult Ltd., a private company controlled by Dr. Thomas, which provides the services of Dr. Thomas as the Corporation’s Interim CEO.
(2) All payments were made to Real Green Corp., a private company controlled by Mr. Gallardo, which provides the services of Mr. Gallardo as the Corporation’s CFO and Corporate Secretary.
(3) These amounts were paid to Mr. Imrie in his capacity as Executive Chairman of the Corporation.
(4) Mr. Kaiser was appointed a director of the Corporation on March 28, 2024.
(5) Mr. Siegfried resigned as a director of the Corporation on March 28, 2024.
The Corporation has no arrangements, standard or otherwise, pursuant to which directors are compensated by the Corporation or its subsidiaries for their services in their capacity as directors, or for committee participation, involvement in special assignments or for services as consultant or expert during the financial year or subsequently, up to and including the date hereof, except for Option grants under the Option Plan (as defined below). Options are granted to directors at the discretion of the board of directors of the Corporation (the “Board”), in a similar manner as Options granted to NEOs, as described below under “Oversight and Description of Director and NEO Compensation”.
Stock Options and Other Compensation Securities
The following table discloses all compensation securities granted or issued to each director and NEO by the Corporation or one of its subsidiaries during the financial year ended September 30, 2024 for services provided or to be provided, directly or indirectly, to the Corporation or any of its subsidiaries:
| Compensation Securities | |||||||
|---|---|---|---|---|---|---|---|
| Name and Position | Type of Compensation Security^{(1)} | Number of Compensation Securities, Number of Underlying Securities and Percentage of Class (#) | Date of Issue or Grant | Issue, Conversion or Exercise Price ($) | Closing Price of Securities or Underlying Security on Date of Grant ($) | Closing Price of Security or Underlying Security at Year End ($) | Expiration Date |
| Brian Imrie^{(2)} Executive Chairman and Director | Options | 3,000,000 (6.4%) | April 26, 2024 | $0.07 | $0.065 | $0.04 | March 28, 2031 |
| John Thomas^{(3)} Interim CEO and Director | Options | 3,000,000 (6.4%) | April 26, 2024 | $0.07 | $0.065 | $0.04 | March 28, 2031 |
| Pompeyo Gallardo^{(4)} CFO and Corporate Secretary | Options | 3,000,000 (6.4%) | April 26, 2024 | $0.07 | $0.065 | $0.04 | March 28, 2031 |
| John Menzies^{(5)} Director | Options | 2,250,000 (4.8%) | April 26, 2024 | $0.07 | $0.065 | $0.04 | March 28, 2031 |
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| Compensation Securities | |||||||
|---|---|---|---|---|---|---|---|
| Name and Position | Type of Compensation Security(1) | Number of Compensation Securities, Number of Underlying Securities and Percentage of Class (#) | Date of Issue or Grant | Issue, Conversion or Exercise Price ($) | Closing Price of Securities or Underlying Security on Date of Grant ($) | Closing Price of Security or Underlying Security at Year End ($) | Expiration Date |
| Fernando Pickmann Dianderas(6) Director | Options | 2,250,000 (4.8%) | April 26, 2024 | $0.07 | $0.065 | $0.04 | March 28, 2031 |
| Bruno Kaiser(7) Director | Options | 2,250,000 (4.8%) | April 26, 2024 | $0.07 | $0.065 | $0.04 | March 28, 2031 |
| Florian Siegfried(8) Former Director | N/A | None | N/A | N/A | N/A | N/A | N/A |
(1) Each stock option is exercisable for one common share (a "Share") in the capital of the Corporation.
(2) As at September 30, 2024, Mr. Imrie held 9,000,000 Options entitling him to acquire, upon exercise, 9,000,000 Shares. All Options were vested as at September 30, 2024.
(3) As at September 30, 2024, Dr. Thomas held 9,000,000 Options entitling him to acquire, upon exercise, 9,000,000 Shares. All Options were vested as at September 30, 2024.
(4) As at September 30, 2024, Mr. Gallardo held 7,500,000 Options entitling him to acquire, upon exercise, 7,500,000 Shares. All Options were vested as at September 30, 2024.
(5) As at September 30, 2024, Mr. Menzies held 6,750,000 Options entitling him to acquire, upon exercise, 6,750,000 Shares. All Options were vested as at September 30, 2024.
(6) As at September 30, 2024, Mr. Pickmann Dianderas held 6,750,000 Options entitling him to acquire, upon exercise, 6,750,000 Shares. All Options were vested as at September 30, 2024.
(7) As at September 30, 2024, Mr. Kaiser held 2,250,000 Options entitling him to acquire, upon exercise, 2,250,000 Shares. All Options were vested as at September 30, 2024.
(8) Mr. Siegfried resigned as a director of the Corporation on March 28, 2024.
Exercises of Compensation Securities by Directors and Named Executive Officers
No compensation securities were exercised by the directors and Named Executive Officers of the Corporation and its subsidiaries during the financial year ended September 30, 2024.
Stock Option Plan and Other Inventive Plans
The Corporation currently has in place a "rolling 10%" stock option plan (the "Option Plan"), which replaced the Corporation's prior amended and restated rolling 10% stock option plan on February 1, 2023.
The purpose of the Option Plan is to, among other things: (i) provide the Corporation with a mechanism to attract, retain and motivate qualified directors, officers, employees and consultants of the Corporation and its subsidiaries; (ii) reward directors, officers, employees and consultants that have been granted Options under the Option Plan for their contributions toward the long-term goals and success of the Corporation; and (iii) enable and encourage such directors, officers, employees and consultants to acquire Shares of the Corporation as long-term investments and proprietary interests in the Corporation.
The following is a summary of certain provisions of the Option Plan:
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Summary of the Option Plan
Eligibility
The Option Plan allows the Corporation to grant Options to attract, retain and motivate qualified directors, officers, employees and consultants of the Corporation and its subsidiaries (collectively, the “Option Plan Participants”).
Number of Shares Issuable
The aggregate number of Shares that may be issued to Option Plan Participants under the Option Plan is that number of Shares equal to 10% of the issued and outstanding Shares on the particular date of grant of the Option.
Limits on Participation
The Option Plan provides for the following limits on grants, for so long as the Corporation is subject to the requirements of the TSX Venture Exchange (the “Exchange”), unless disinterested shareholder approval is obtained or unless permitted otherwise pursuant to the policies of the Exchange:
(i) the maximum number of Shares that may be issued to any one Option Plan Participant (and where permitted pursuant to the policies of the Exchange, any company that is wholly-owned by the Option Plan Participant) under the Option Plan, together with any other security based compensation arrangements, within a 12-month period, may not exceed 5% of the issued Shares calculated on the date of grant;
(ii) the maximum number of Shares that may be issued to insiders collectively under the Option Plan, together with any other security based compensation arrangements, within a 12-month period, may not exceed 10% of the issued Shares calculated on the date of grant; and
(iii) the maximum number of Shares that may be issued to insiders collectively under the Option Plan, together with any other security based compensation arrangements, may not exceed 10% of the issued Shares at any time.
For so long as such limitation is required by the Exchange, the maximum number of Options which may be granted within any 12-month period to Option Plan Participants who perform investor relations activities must not exceed 2% of the issued and outstanding Shares, and such Options must vest in stages over 12 months with no more than 25% vesting in any three month period. In addition, the maximum number of Shares that may be granted to any one consultant under the Option Plan, together with any other security based compensation arrangements, within a 12-month period, may not exceed 2% of the issued Shares calculated on the date of grant.
Administration
The plan administrator of the Option Plan (the “Option Plan Administrator”) is the Board or a committee of the Board, if delegated. The Option Plan Administrator, among other things, determines which directors, officers, employees or consultants are eligible to receive Options under the Option Plan; determine conditions under which Options may be granted, vested or exercised, including the expiry date, exercise price and vesting schedule of the Options; establish the form of option certificate (“Option Certificate”); interpret the Option Plan; and make all other determinations and take all other actions necessary or advisable for the implementation and administration of the Option Plan.
Subject to any required regulatory or shareholder approvals, the Option Plan Administrator may also, from time to time, without notice to or without approval of the shareholders or the Option Plan Participants, amend, modify, change, suspend or terminate the Options granted pursuant thereto as it, in its discretion, determines appropriate, provided that no such amendment, modification, change, suspension or termination of the Option Plan or any Option granted pursuant thereto may materially impair any rights of an Option Plan Participant or materially increase any obligations of an Option Plan Participant under the Option Plan without the consent of such Option Plan Participant, unless the Option Plan Administrator determines such adjustment is required or desirable in order to comply with any applicable securities laws or stock exchange requirements or as otherwise permitted pursuant to the Option Plan.
All of the Options are subject to the conditions, limitations, restrictions, vesting, exercise and forfeiture provisions determined by the Option Plan Administrator, in its sole discretion, subject to such limitations provided in the Option
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Plan, and will be evidenced by an Option Certificate. In addition, subject to the limitations provided in the Option Plan and in accordance with applicable law, the Option Plan Administrator may accelerate the vesting of Options, cancel or modify outstanding Options and waive any condition imposed with respect to Options or Shares issued pursuant to Options.
Exercise of Options
Options shall be exercisable as determined by the Option Plan Administrator at the time of grant, provided that no Option shall have a term exceeding 10 years so long as the Shares are listed on the Exchange.
Subject to all applicable regulatory rules, the vesting schedule for an Option, if any, shall be determined by the Option Plan Administrator. The Option Plan Administrator may elect, at any time, to accelerate the vesting schedule of an Option, and such acceleration will not be considered an amendment to such Option and will not require the consent of the Option Plan Participant in question. However, no acceleration to the vesting schedule of an Option granted to an Option Plan Participant performing investor relations services may be made without prior acceptance of the Exchange.
The exercise price of an Option shall be determined by the Option Plan Administrator and cannot be lower than the greater of: (i) the minimum price required by the Exchange; and (ii) the market value of the Shares on the applicable grant date.
An Option Plan Participant may exercise the Options in whole or in part through any one of the following forms of consideration, subject to applicable laws, prior to the expiry date of such Options, as determined by the Option Plan Administrator:
- the Option Plan Participant may send a wire transfer, certified cheque or bank draft payable to the Corporation in an amount equal to the aggregate exercise price of the Shares being purchased pursuant to the exercise of the Options;
- subject to approval from the Option Plan Administrator and the Shares being traded on the Exchange, a brokerage firm may be engaged to loan money to the Option Plan Participant in order for the Option Plan Participant to exercise the Options to acquire the Shares, subsequent to which the brokerage firm shall sell a sufficient number of Shares to cover the exercise price of such Options to satisfy the loan. The brokerage firm shall receive an equivalent number of Shares from the exercise of the Options, and the Option Plan Participant shall receive the balance of the Shares or cash proceeds from the balance of such Shares; and
- subject to approval from the Option Plan Administrator and the Shares being traded on the Exchange, consideration may be paid by reducing the number of Shares otherwise issuable under the Options, in lieu of a cash payment to the Corporation, an Option Plan Participant, excluding those providing investor relations services, only receives the number of Shares that is equal to the quotient obtained by dividing: (i) the product of the number of Options being exercised multiplied by the difference between the volume-weighted average trading price of the Shares and the exercise price of the Options, by (ii) the volume-weighted average trading price of the Shares. The number of Shares delivered to the Option Plan Participant may be further reduced to satisfy applicable tax withholding obligations. The number of Options exercised, surrendered or converted, and not the number of Shares issued by the Issuer, must be included in calculating the number of Shares issuable under the Option Plan and the limits on participation.
If an exercise date for an Option occurs during a trading black-out period imposed by the Corporation to restrict trades in its securities, then, notwithstanding any other provision of the Option Plan, the Option shall be exercised no more than ten business days after the trading black-out period is lifted by the Corporation, subject to certain exceptions.
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Termination of Employment or Services and Change in Control
The following describes the impact of certain events that may, unless otherwise determined by the Option Plan Administrator or as set forth in an Option Certificate, lead to the early expiry of Options granted under the Option Plan.
| Termination by the Corporation for cause: | Forfeiture of all unvested Options. The Option Plan Administrator may determine that all vested Options shall be forfeited, failing which all vested Options shall be exercised in accordance with the Option Plan. |
|---|---|
| Voluntary resignation of an Option Plan Participant: | Forfeiture of all unvested Options. Exercise of vested Options in accordance with the Option Plan. |
| Termination by the Corporation other than for cause: | Acceleration of vesting of a portion of unvested Options in accordance with a prescribed formula as set out in the Option Plan.¹ Forfeiture of the remaining unvested Options. Exercise of vested Options in accordance with the Option Plan. |
| Death or disability of an Option Plan Participant: | Acceleration of vesting of all unvested Options.¹ Exercise of vested Options in accordance with the Option Plan. |
| Termination or voluntary resignation for good reason within 12 months of a change in control: | Acceleration of vesting of all unvested Options.¹ Exercise of vested Options in accordance with the Option Plan. |
Notes: (1) Any acceleration of vesting of unvested Options granted to an investor relations service provider is subject to the prior written approval of the Exchange.
Any Options granted to an Option Plan Participant under the Option Plan shall terminate at a date no later than 12 months from the date such Option Plan Participant ceases to be an Option Plan Participant.
In the event of a triggering event, which includes a change in control, dissolution or winding-up of the Corporation, a material alteration of the capital structure of the Corporation and a disposition of substantially all of the Corporation’s assets, the Option Plan Administrator may, without the consent of the Option Plan Participant, cause all or a portion of the Options granted to terminate upon the occurrence of such event.
Amendment or Termination of the Option Plan
Subject to any necessary regulatory approvals, the Option Plan may be suspended or terminated at any time by the Option Plan Administrator, provided that no such suspension or termination shall alter or impact any rights or obligations under an Option previously granted without the consent of the Option Plan Participant.
The following limitations apply to the Option Plan and all Options thereunder as long as such limitations are required by the Exchange:
- any adjustment to Options, other than in connection with a security consolidation or security split, is subject to prior Exchange acceptance and the issuance of a news release by the Corporation outlining the terms thereof;
- any amendment to the Option Plan is subject to prior Exchange acceptance, except for amendments to reduce the number of Shares issuable under the Option Plan, to increase the exercise price of Options or to cancel Options;
- any amendments made to the Option Plan shall require regulatory and shareholder approval and the issuance of a news release by the Corporation outlining the terms thereof, except for amendments to: (i) fix typographical errors; and (ii) clarify existing provisions of the Option Plan and which do not have the effect of altering the scope, nature and intent of such provisions; and
- the exercise price of an Option previously granted to an insider must not be reduced, or the extension of the expiry date of an Option held by an insider may not be extended, unless the Corporation has obtained disinterested shareholder approval to do so in accordance with Exchange policies.
Subject to the foregoing limitations and any necessary regulatory approvals, the Option Plan Administrator may amend any existing Options or the Option Plan or the terms and conditions of any Option granted thereafter, although the Option Plan Administrator must obtain written consent of the Option Plan Participant (unless otherwise excepted out by a provision of the Option Plan) where such amendment would materially decrease the rights or benefits accruing to an Option Plan Participant or materially increase the obligations of an Option Plan Participant.
The foregoing summary of the Option Plan is qualified in its entirety to the full copy of the Option Plan, which is attached as Schedule 'B' to the information circular of the Corporation dated November 14, 2022 filed on SEDAR+ under the Corporation's profile. Shareholders may obtain a copy of the Option Plan upon request to the Corporation at 82 Richmond Street East, Toronto, Ontario M5C 1P1.
In accordance with the policies of the Exchange, "rolling 10% stock option plans" must be approved annually at the annual meeting by the shareholders of the Corporation. Accordingly, the Corporation will be seeking the approval of its shareholders to the ratification of the Option Plan at the annual meeting of the shareholders of the Corporation to be held in 2025. The Option Plan was last approved by the shareholders at the Corporation's annual and special meeting held on March 28, 2024 and by the Exchange on June 18, 2024.
Employment, Consulting and Management Agreements
Jat MetConsult Ltd. Agreement
Effective August 31, 2022, the Corporation entered into a consulting and services agreement with John Thomas ("Dr. Thomas") to act as Interim CEO of the Corporation (the "Thomas Agreement") on a part-time basis. Pursuant to the terms of the Thomas Agreement, Dr. Thomas receives a fee of $15,000 per month plus disbursements and any applicable taxes (the "Thomas Monthly Fee"). In addition to the Thomas Monthly Fee, the Corporation agrees to pay to Dr. Thomas an additional fee of $200 per hour for the provision of any services provided in excess of 80 hours per month. Dr. Thomas is also eligible to receive incentive cash, share and stock option compensation as the Board may determine in its sole discretion.
The Thomas Agreement provides that Dr. Thomas may terminate the Thomas Agreement by giving not less than 60 days' written notice to the Corporation. At the time Dr. Thomas provides the Corporation with notice of termination, the Corporation has the right to elect to terminate Dr. Thomas' engagement at any time prior to the effective date of the termination. The Corporation may terminate the Thomas Agreement at any time: (a) by giving not less than 60 days' written notice to Dr. Thomas; or (b) without notice (or payment in lieu thereof) with cause in certain circumstances. The Thomas Agreement does not contain any "change of control" provisions.
Real Green Corp. Agreement
Effective July 15, 2022, and amended on October 7, 2022, the Corporation entered into a consulting and service agreement (the "Real Green Agreement") with Real Green Corp. ("Real Green"), a company wholly-owned by Mr. Pompeyo Gallardo, to provide CFO and Corporate Secretary services through its representative, Mr. Pompeyo Gallardo on a part-time basis. Pursuant to the terms of the Real Green Agreement, Real Green receives a fee of: (a) $12,000 per month plus any disbursements and any applicable taxes for the CFO services (the "CFO Fee"); and (b) $5,000 per month plus any applicable taxes for the Corporate Secretary services (collectively with the CFO Fee, the "Real Green Fee"). Real Green is also eligible to receive any additional cash, share and stock option compensation as the Board may determine in its sole discretion.
The Real Green Agreement provides that Real Green may terminate the Real Green Agreement by giving not less than 60 days' written notice to the Corporation. At the time Real Green provides the Corporation with notice of termination, the Corporation has the right to elect to terminate Real Green's engagement at any time prior to the effective date of the termination. The Corporation may terminate the Real Green Agreement at any time: (a) by giving not less than 60 days' written notice to Real Green; or (b) without notice (or payment in lieu thereof) with cause in certain circumstances. In the event that the Corporation terminates the Real Green Agreement without advance notice or cause, the Corporation shall pay Real Green a termination payment equal to one year of the Real Green Fee. In the event that the Real Green Agreement
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is terminated without cause following a Change of Control (as defined below), the Corporation shall pay to Real Green a termination payment equal to two years of the Real Green Fee.
Pursuant to the Real Green Agreement, a "Change of Control" means (i) a reorganization, amalgamation, merger, takeover bid or other similar form of business combination (or plan of arrangement in connection with any of the foregoing) following which the shareholders of the Corporation immediately prior to such transaction (or series of transactions) cease to beneficially own, directly or indirectly, a majority of the Shares immediately following such transaction (or series of transactions); or (ii) any sale, lease exchange or other transfer (in one transaction or a series of related transactions) to a third-party of all or substantially all of the Corporation's assets.
Oversight and Description of Director and NEO Compensation
The objective of the Corporation's compensation program is to attract and retain highly qualified and committed senior management by providing appropriate compensation and incentives aligning the interests of senior management with those of the Corporation's shareholders.
The Compensation Committee is responsible for determining, monitoring and reviewing compensation of the Corporation's directors and Named Executive Officers and administering the Corporation's equity compensation plan.
Executive compensation is reviewed and determined annually. First, the CEO (or the interim CEO) makes recommendations to the Compensation Committee based upon the level of responsibility and contribution of each individual towards the Corporation's goals and objectives. The Compensation Committee then makes recommendations to the Board regarding total compensation to the Named Executive Officers and directors of the Corporation, including base salaries, bonuses and long-term equity incentive grants.
In making its recommendations, the Compensation Committee uses all the data available to ensure that the Corporation is maintaining a level of compensation that is both commensurate with the size of the Corporation and sufficient to retain personnel it considers essential to the success of the Corporation. In reviewing comparative data, the Compensation Committee does not engage in benchmarking for the purpose of establishing compensation levels. In the Compensation Committee's view, external and third-party survey data provides an insight into external competitiveness, but it is not an appropriate single basis for establishing compensation levels. This is primarily due to the differences in the size of comparable companies and the lack of sufficient appropriate matches to provide statistical relevance. As such, the Compensation Committee primarily relies on an assessment of individual performance, experience and potential to contribute to operations and growth of the Corporation.
For the financial year ended September 30, 2024, compensation for the Named Executive Officers consisted of three primary elements: base salary/consulting fees, bonus and long-term equity incentives. The following provides an overview of the elements of compensation:
| Compensation Element | Type of Compensation | Name of Plan | Performance Period | Form of Payment |
|---|---|---|---|---|
| Base Salary / Consulting Fees | Annual - Fixed Pay | Salary Program | 1 year | Cash |
| Bonus | Annual - Variable Pay | Employee Bonus Plan | 1 year | Cash or Shares |
| Long-Term Equity Incentives | Long Term - Variable Pay | Stock Option Plan | up to 5 years | Shares or Options |
Salary/Consulting Fees. Base salary/consulting fees represent the fixed element of the Named Executive Officer's cash compensation. The base salary/consulting fees reflect economic considerations for each individual's level of responsibility, expertise, skills, knowledge and performance.
Annual Cash Bonus Awards. Annual bonus awards are intended to compensate officers and other employees for achieving superior financial and operational goals of the Corporation. The annual bonus may be paid in cash or Shares. The actual amount of bonus is determined following an annual review of each participant's individual performance. Bonus awards are intended to be competitive with the market while rewarding senior executives and other participants for meeting quantitative and qualitative goals, including delivering near-term financial and operating results, developing long-term
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growth prospects, improving the efficiency and effectiveness of business operations and building a culture of teamwork focused on creating long-term shareholder value. In addition to the Corporation’s performance during the year with respect to the quantitative goals, performance as against market and economic trends and forces, extraordinary internal and market-driven events, unanticipated developments and other extenuating circumstances are also considered. In effect the total mix of available information on a qualitative, rather than quantitative basis, is considered in making bonus awards. No annual cash bonus awards were paid by the Corporation to any NEOs during the financial year ended September 30, 2024. See “Director and Named Executive Officer Compensation, Excluding Compensation Securities”.
Long-Term Incentive Programs. The allocation of Options and the terms thereof are an integral component of the compensation package of the senior officers and directors of the Corporation. The Board believes that the grant of Options to the executive officers and share ownership by such officers serves to motivate achievement of the Corporation’s long-term strategic objectives and the result will benefit all shareholders of the Corporation. The Board considers the overall number of Options that are outstanding relative to the number of outstanding Shares in determining whether to make any new grants of Options and the size of such grants. Options were granted by the Corporation to directors and NEOs during the financial year ended September 30, 2024. See “Stock Options and Other Compensation Securities”.
Pension Plan Benefits
The Corporation does not have a pension plan that provides for payments or benefits to directors or Named Executive Officers at, following, or in connection with retirement.