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 |
December |
|
2024 |
| Commission File Number |
001-40569 |
|
|
| Standard Lithium Ltd. |
| (Translation of registrant’s name into English) |
| |
|
Suite 1625, 1075 W Georgia Street
Vancouver, British Columbia, Canada V6E 3C9 |
| (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:
DOCUMENTS INCLUDED AS PART OF THIS REPORT
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.
| |
Standard Lithium Ltd. |
| |
(Registrant) |
| |
|
| Date: |
December 31, 2024 |
|
By: |
/s/ Salah Gamoudi |
| |
Name: |
Salah Gamoudi |
| |
Title: |
Chief Financial Officer |
| |
|
|
|
|
|
Exhibit 99.1
Form 51-102F6
STATEMENT OF EXECUTIVE COMPENSATION
(for the year ended June 30, 2024)
The following information is presented in accordance
with Form 51-102F6 – Statement of Executive Compensation (the “Form”) and sets forth compensation
of Standard Lithium Ltd. (the “Company”) for the year ended June 30, 2024. This Statement of Executive Compensation
is dated for reference December 31, 2024.
All amounts represented in this Statement of Executive
Compensation are in Canadian dollars unless stated otherwise.
General
The following terms when used in this Statement
of Executive Compensation will have the following meanings:
“CEO” means an individual who
acted as chief executive officer of the Company, or acted in a similar capacity, for any part of the most recently completed financial
year;
“CFO” means an individual who
acted as chief financial officer of the Company, or acted in a similar capacity, for any part of the most recently completed financial
year;
“Director” means an individual
who acted as a director of the Company, or acted in a similar capacity, for any part of the most recently completed financial year;
“equity incentive plan” means
an incentive plan, or portion of an incentive plan, under which awards are granted and that falls within the scope of IFRS 2 Share-based
Payment;
“incentive plan” means any
plan providing compensation that depends on achieving certain performance goals or similar conditions within a specified period;
“incentive plan award” means
compensation awarded, earned, paid, or payable under an incentive plan;
“NEO” or “named executive
officer” means each of the following individuals:
| (c) | each of the three most highly compensated executive officers, or the three most highly compensated individuals
acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation
was, individually, more than $150,000, as determined in accordance with subsection 1.3(6) of National Instrument 51-102 – Continuous
Disclosure Obligations (“NI 51-102”), for that financial year; and |
| (d) | each individual who would be an NEO under paragraph (c) but for the fact that the individual was
neither an executive officer of the company, nor acting in a similar capacity, at the end of that financial year; |
“non-equity incentive plan”
means an incentive plan or portion of an incentive plan that is not an equity incentive plan;
“option-based award” means
an award under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights, and similar
instruments that have option-like features;
“plan” includes any plan, contract,
authorization, or arrangement, whether or not set out in any formal document, where cash, securities, similar instruments or any other
property may be received, whether for one or more persons;
“replacement grant” means an
option that a reasonable person would consider to be granted in relation to a prior or potential cancellation of an option; and
“share-based award” means an
award under an equity incentive plan of equity-based instruments that do not have option-like features, including, for greater certainty,
common shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, common share equivalent
units, and stock.
Compensation Discussion and Analysis
The purpose of this Compensation Discussion and
Analysis is to provide information about the Company’s executive compensation philosophy, objectives and processes and to discuss
compensation decisions relating to the Company’s NEOs.
During the financial year ended June 30,
2024, the Company had five (5) NEOs: Robert Mintak, former CEO and Director; Dr. Andy Robinson, President, Chief Operating Officer
(“COO”) and Director; Salah Gamoudi, CFO; Michael Barman, Chief Development Officer; and Kara Norman, former CFO, Chief
Accounting Officer (“CAO”) and Corporate Secretary.
Elements of NEO Compensation
Compensation of NEOs is reviewed annually and
recommended to the board of directors of the Company (each a “Director”, collectively the “Board”)
for approval by the compensation committee (the “Compensation Committee”). The level and elements of compensation for
NEOs is determined after consideration of various relevant factors, including the expected nature and quantity of duties and responsibilities,
expected time commitments, past performance and the availability of financial resources.
In the Compensation Committee’s view, there
has previously been no need for the Company to design or implement a formal compensation program for NEOs.
Set forth below is a table that describes the
elements of NEO compensation:
| Element |
Description |
Objectives |
| Base salary |
Base salary is determined through an analysis that considers the expected nature and quantity of duties and responsibilities, past performance, expected time commitments and the availability of financial resources. |
To attract, retain and motivate NEOs. |
Annual cash bonuses
(Short Term Incentives) |
Annual cash bonuses comprise a portion of variable compensation for NEOs and is designed to reward NEOs on an annual basis for achievement of business objectives and individual performance. |
Recognize and pay for performance of NEOs and attract, retain and motivate NEOs. |
Options, RSUs and DSUs
(Long Term Incentives) |
Equity compensation comprises a portion of variable compensation for NEOs and is designed to reward NEOs for achievement of business objectives and individual performance, as well as align NEO performance with those of Shareholders and the long-term objectives of the Company. |
Recognize and compensate performance of NEOs, attract, retain and motivate NEOs, and align performance of NEOs with those of Shareholders and long-term objectives of Company. |
Compensation Risk Considerations
The Compensation Committee takes a balanced approach
by using both short-term and long-term incentives which are based on both business objectives and individual performance as discussed
above. The Company’s compensation strategy identifies the maximum number of awards granted under the Company’s Option Plan
and Incentive Plan (each, as defined below). This strategy achieves the objectives of aligning the interests of NEOs and Company shareholders
(“Shareholders”) and attracting, motivating, and retaining NEOs who are instrumental to the Company’s success
while limiting excessive risk taking.
The Company does not currently prohibit NEOs or
Directors from purchasing financial instruments (which, for greater certainty, include prepaid variable forward contracts, equity swaps,
collars or units of exchange funds) that are designed to hedge or offset a decrease in market value of equity securities granted by the
Company to such individuals as compensation or held, directly or indirectly, by the NEO or Director. However, to the best of the Company’s
knowledge, no NEO or Director of the Company has purchased such financial instruments.
Based on its review of the Company’s compensation
policies and practices, the Compensation Committee has not identified any risks that are reasonably likely to have a material adverse
effect on the Company. The Compensation Committee will continue to review the Company’s compensation strategy, policies and practices
on an annual basis to ensure that risk related to compensation of NEOs and Directors is mitigated.
Performance Graph
The following graph compares the percentage change
in cumulative total Shareholder return for $100 invested in the Company’s common shares (each, a “Common Share”)
against the cumulative total return of the S&P/TSX Composite Index and the S&P/TSX Composite Metals and Mining Index for the five-year
period beginning July 1, 2019.
The amounts in the graph above and chart below
are as of July 1 and June 30, respectively, in each of the years 2019, 2020, 2021, 2022, 2023 and 2024.
| Index | |
June 30, 2019
(CDN$) | | |
June 30, 2020
(CDN$) | | |
June 30, 2021
(CDN$) | | |
June 30, 2022
(CDN$) | | |
June 30, 2023
(CDN$) | | |
June 30, 2024
(CDN$) | |
| Standard Lithium Ltd. | |
| 100.00 | | |
| 111.11 | | |
| 565.56 | | |
| 611.11 | | |
| 666.67 | | |
| 193.33 | |
| S&P/TSX Composite Index | |
| 100.00 | | |
| 97.83 | | |
| 130.94 | | |
| 125.87 | | |
| 138.99 | | |
| 155.85 | |
| S&P/TSX Composite Metals and Mining Index | |
| 100.00 | | |
| 144.99 | | |
| 136.20 | | |
| 120.95 | | |
| 143.53 | | |
| 164.36 | |
As shown in the graph above, during the fiscal
year ended June 30, 2024, the Company’s Common Share price slightly outperformed the S&P/TSX Composite Index and the S&P/TSX
Composite Metals and Mining Index. The Company believes that the decrease in its performance during the fiscal year ended June 30,
2024 was largely due to the market-wide devaluation of lithium. However, its strategic partnership with Equinor ASA for development of
the Southwest Arkansas project and East Texas properties, receipt of a US$225 million conditional grant from the U.S. Department of Energy,
and progress of the Company’s LANXESS property project helped maintain value. The Company is advancing the resource development
of over 27,000 acres of separate brine leases for the Southwest Arkansas project. A Definitive Feasibility Study and a Front-End Engineering
Study are currently underway for this project, with construction to begin after a Final Investment Decision is reached. The Company also
operates its first-of-a-kind industrial-scale direct lithium extraction demonstration plant at the LANXESS’ South plant in southern
Arkansas. The demonstration plant uses direct lithium extraction technology to selectively extract lithium from brine that is a by-product
of existing bromine production facilities run by LANXESS. The demonstration plant is being used for proof-of-concept and commercial feasibility
studies. The Company has also identified a number of highly prospective lithium brine project areas in East Texas and has begun an extensive
mineral leasing program to lease brine rights in the key project areas.
The trend in overall compensation paid to the
Company’s NEOs over this time has not directly tracked to the performance of the Company’s Common Shares or the noted indices.
Given the Company’s stage of development, the Company’s Common Share price can be volatile and is currently not a significant
factor in cash compensation considerations. The value of Option (defined below) and Share Unit (defined below) awards is influenced by
the Company’s Common Share price performance.
Share-Based and Option-Based Awards
The Company currently has two equity incentive
plans: (i) a stock option plan (the “Option Plan”), and (ii) a long-term incentive plan (the “Incentive
Plan”).
The Option Plan is designed to motivate NEOs and
Directors by providing them with the opportunity, through stock options (each, an “Option”), to acquire an interest
in the Company and benefit from the Company’s growth.
The Incentive Plan provides for the grant of rights
to acquire any number of Common Shares (each, a “Share Unit”), from time to time that each represent the right to receive,
subject to adjustments in certain circumstances, one Common Share in consideration for past performance upon expiry of an applicable restricted
period, the holder ceasing to be involved with the Company or the satisfaction of certain established performance conditions.
See “Option Plan” and “Incentive
Plan” below for summaries of the equity incentive plans.
Other than the Option Plan and Incentive Plan,
the Company does not offer any long-term incentive plans, share compensation plans, pension plans, or any other such benefit programs
for NEOs.
As noted above, compensation of NEOs, including
the award of Options and Share Units, is reviewed annually and recommended to the Board for approval by the Compensation Committee. The
number of Options and Share Units is determined after consideration of various relevant factors, including the expected nature and quantity
of duties and responsibilities, past performance, expected time commitments, peer group compensation data, and the availability of financial
resources. The Compensation Committee takes into account the maximum number of awards available for grant under the Option Plan and Incentive
Plan, in addition to previous grants, when considering new grants under any equity incentive plan.
Compensation Committee
The Compensation Committee reviews annually and
recommends to the Board compensation for NEOs. The Compensation Committee may meet more frequently during the year to review compensation
matters and may engage third party consultants to assist in evaluating compensation matters.
The current members of the Compensation Committee
are Robert Cross (Chair), Dr. Volker Berl, Claudia D’Orazio and Jeffrey Barber, all of whom are independent1 and
all of whom have direct experience that is relevant to their responsibilities in executive compensation.
1 “Independent” means “independent”
within the meaning of section 1.4 of National Instrument 52-110 – Audit Committees.
Robert Cross (Chair)
Mr. Cross currently serves as the non-executive
chair of the Company and is the chair of the Compensation Committee. Mr. Cross has more than 30 years of experience as a company
founder, financier, and advisor in the mining and oil & gas sectors. Between 2004 and 2016 he was co-founder and Chair of Bankers
Petroleum Ltd. From 2002 until 2007, he served as Chair of Northern Orion Resources Inc. Between 1996 and 1998, Mr. Cross was Chair
and Chief Executive Officer of Yorkton Securities Inc. From 1987 to 1994, he was a Partner, Investment Banking with Gordon Capital
Corporation in Toronto. Mr. Cross has an engineering degree from the University of Waterloo, and he received his MBA from Harvard
Business School in 1987.
Dr. Volker Berl
Dr. Berl serves as an independent Director
of the Company and is also a member of the Compensation Committee, the audit committee (the “Audit Committee”) and
chair of the corporate governance and nomination committee. Dr. Berl is the founder, managing partner, and Chief Executive Officer
of New Age Ventures. Early in his career, Dr. Berl was head of a Process Development Laboratory at BASF AG, Germany, teaming up to
build the Fine Chemical Division’s pharmaceutical contract manufacturing business and overseeing the process development for some
of BASF’s most important APIs. More recently, Dr. Berl was Vice President of Equity Research Pharmaceuticals for Deutsche Bank
and Chief Technology Officer for the bioscience company Zymes LLC. Dr. Berl holds an MBA from Concordia University and completed
a postdoctoral chemistry fellowship at Stanford University. Before earning his Ph.D. in Strasbourg, Dr. Berl finished a master’s
in chemical engineering at the École Nationale Supérieure de Chimie, Polymères et Matériaux, in France.
Claudia D’Orazio
Ms. D’Orazio serves as an independent
Director of the Company and is also a member of the Compensation Committee, the corporate governance and nomination committee, and chair
of the Audit Committee. Ms. D’Orazio is also Executive Vice President, People, Technology and Supply Chain for Centerra Gold
Inc. Ms. D’Orazio has over 30 years' experience as a Senior Executive and has an extensive background in accounting, finance,
human resources, risk management, internal audit, information technology, supply chain management, integrations and treasury. Ms. D’Orazio
joined Centerra Gold Inc. in February 2020 as Vice President, Chief Human Resources Officer. Prior to joining Centerra, Claudia held
several executive roles at Pembina Pipeline Corporation from 2006 to 2020 including, Corporate Controller, Vice President & Treasurer,
Vice President Risk and Compliance and most recently, was Vice President Human Resources. Ms. D’Orazio holds a Bachelor of
Commerce degree, specializing in Accounting & Management Information Systems from McGill University and has her CPA designation.
Ms. D’Orazio also holds her designation from the Institute of Corporate Directors from the University
of Toronto’s Rotman School of Management.
Jeffrey Barber
Mr. Barber serves as an independent Director
of the Company and is also a member of the Compensation Committee and the Audit Committee. Mr. Barber has worked closely with various
public company boards and executive teams to assist in capital markets initiatives and advise on go-public transactions, valuations and
M&A mandates. Most recently, Mr. Barber was a co-founder and CFO of Hiku Brands until the company’s sale in 2018. From
2012 to 2016, Mr. Barber was a co-founder and managing partner of a boutique M&A advisory firm in Calgary. Prior thereto, Mr. Barber
spent many years covering the energy sector on investment banking and research teams at Canaccord Genuity Corp. and Raymond James Ltd.
Mr. Barber began his career as an economist with Deloitte LLP. Mr. Barber is a CFA charter holder and holds a master's in finance
and economics from the University of Alberta.
Compensation Consultant
During the year ended June 30, 2024, the
Company engaged Lane Caputo Compensation Inc. (“Lane Caputo”), an independent third party, to review and evaluate compensation
paid to the Company’s Board, CEO, COO and President, CFO and key senior manager roles. The Compensation Committee and senior management
reviewed Lane Caputo’s findings and recommendations and took such findings and recommendations into consideration in determining
compensation. During the year ended June 30, 2024, the Company paid Lane Caputo an aggregate fee of $35,514 for the services noted
above.
Summary Compensation Table
The following table provides a summary of compensation
paid, directly or indirectly, for each of the three most recently completed financial years to each NEO:
Table of Compensation (1)
| | |
| | |
| | |
| |
| |
Non-equity incentive plan
compensation
(CDN$) | |
| |
| |
| |
Name
and
position | |
Year
(2) | | |
Salary
(CDN$) | | |
Share-
based
awards
(CDN$) | |
Option-based
awards
(CDN$) | |
Annual
incentive
plans | | |
Long-term
incentive
plans | |
Pension
value
(CDN$) | |
All
other
compensation(3)
(CDN$) | |
Total
compensation
(CDN$) | |
Robert Mintak
Former CEO
and Director | |
| 2024
2023
2022 | | |
| 542,223
556,641
454,317 | (4)
(4)
(4) | |
Nil
Nil
Nil | |
Nil
1,207,955
Nil | (12) |
| 411,000
400,000
400,000 | (5)
(6)
(7) | |
Nil
Nil
Nil | |
Nil
Nil
Nil | |
11,019
Nil
Nil | |
| 964,243
2,164,596
854,317 | |
Dr. Andrew
Robinson
President,
COO and Director | |
| 2024
2023
2022 | | |
| 542,223
556,641
454,321 | (4)
(4)
(4) | |
Nil
Nil
Nil | |
Nil
1,207,955
Nil | (12) |
| 411,000
400,000
400,000 | (5)
(6)
(7) | |
Nil
Nil
Nil | |
Nil
Nil
Nil | |
9,851
Nil
Nil | |
| 963,074
2,164,596
854,321 | |
| Salah
Gamoudi CFO (8) | |
| 2024 | | |
| 359,336 | (4) | |
Nil | |
913,500 | (13) |
| 271,882 | (5) | |
Nil | |
Nil | |
343,776 | (10) |
| 1,888,494 | |
Michael
Barman
Chief Development Officer(9) | |
| 2024 | | |
| 298,696 | (4) | |
Nil | |
913,500 | (13) |
| 227,176 | (5) | |
Nil | |
Nil | |
110,193 | (11) |
| 1,549,565 | |
Kara Norman
Former CFO, CAO and
Corporate Secretary | |
| 2024
2023
2022 | | |
| 338,890
347,901
255,428 | (4)
(4)
(4) | |
Nil
Nil
Nil | |
Nil
690,260
Nil | (12) |
| Nil
250,000
178,200 | (6)
(7) | |
Nil
Nil
Nil | |
Nil
Nil
Nil | |
5,482
Nil
Nil | |
| 344,372
1,288,161
433,628 | |
Notes:
| 1. | This table does not include amounts paid as reimbursement for expenses. |
| 3. | All other compensation includes amounts paid for insurance benefits, except as otherwise noted. |
| 4. | Effective January 1, 2022, amounts paid to NEOs were fixed in US dollars and paid to Canadian NEOs
in Canadian dollars based on the average Bank of Canada daily exchange rate in the month end immediately prior to payment. |
| 5. | Cash bonus earned for fiscal year ended June 30, 2024 performance in recognition of the continued
service of the NEO and contributions to the ongoing success of the Company. Bonus paid in September 2024. |
| 6. | Cash bonus earned for fiscal year ended June 30, 2023 performance in recognition of the continued
service of the NEO and contributions to the ongoing success of the Company. Bonus paid in October 2023. |
| 7. | Cash bonus earned for calendar year ended December 31, 2021 performance in recognition of the continued
service of the NEO and contributions to the ongoing success of the Company. Bonus paid in April 2022. |
| 8. | Mr. Salah Gamoudi joined the Company on September 25, 2023. |
| 9. | Mr. Michael Barman joined the Company on September 22, 2023. |
| 10. | All other compensation for Mr. Salah Gamoudi includes $213,237 of reimbursement for higher education
costs, sign-on bonus compensation of $108,400 and benefits of $22,139. |
| 11. | All other compensation for Mr. Michael Barman includes sign-on bonus compensation of $100,000 and
benefits of $10,193. |
| 12. | On April 11, 2023, the Company granted 350,000 Options at an exercise of $5.08 each to Mr. Robert
Mintak and Mr. Andrew Robinson, and 200,000 Options at an exercise price of $5.08 to Ms. Kara Norman. The value of the grant
was estimated using the Black-Scholes model with the following assumptions: 5 year expected life; 84% volatility; 3.14% risk free interest
rate; and a nil% dividend rate. Each Option entitles to holder to one Common Share upon the exercise or release and expire on April 11,
2028. The Options vested at grant. |
| 13. | On September 25, 2023, the Company granted 350,000 Options at an exercise of $4.00 each to Mr. Salah
Gamoudi and Mr. Michael Barman. The value of the grant was estimated using the Black-Scholes model with the following assumptions:
5 year expected life; 77% volatility; 4.40% risk free interest rate; and a nil% dividend rate. Each Option entitles to holder to one Common
Share upon the exercise or release and expire on September 25, 2028. |
Incentive Plan Awards – NEOs
The following table sets forth information concerning
all compensation securities granted or issued by the Company to each NEO during the most recently completed financial year:
Compensation Securities
| Name and position | |
Type of
compensation
security | |
Number of
compensation
securities,
number of
underlying
securities, and
percentage of
class(1) | |
Date of
issue or
grant | |
Issue,
conversion
or exercise
price
(CDN$) | | |
Closing price
of security or
underlying
security on
date of grant
(CDN$) | | |
Closing price
of security or
underlying
security at
year end
(CDN$)(2) | | |
Expiry Date |
Robert
Mintak
Former CEO and Director | |
Nil | |
Nil | |
Nil | |
| N/A | | |
| N/A | | |
| N/A | | |
N/A |
Dr. Andrew
Robinson
President, COO and Director | |
Nil | |
Nil | |
Nil | |
| N/A | | |
| N/A | | |
| N/A | | |
N/A |
Salah Gamoudi
CFO | |
Options | |
350,000
(3.86%) | |
Sep 25, 2023 | |
| 4.00 | | |
| 4.00 | | |
| 1.74 | | |
Sep 25, 2028 |
Michael Barman
Chief Development
Officer | |
Options | |
350,000
(3.86%) | |
Sep 25, 2023 | |
| 4.00 | | |
| 4.00 | | |
| 1.74 | | |
Sep 25, 2028 |
Kara
Norman
Former CFO, CAO and Corporate Secretary | |
Nil | |
Nil | |
Nil | |
| N/A | | |
| N/A | | |
| N/A | | |
N/A |
Notes:
| 1. | Option percentages are based on 9,070,000 Options outstanding as at June 30, 2024. |
| 2. | Year ended June 30, 2024. |
Outstanding Share-Based Awards and Option-Based
Awards
The following provides a summary of equity incentive
plan awards outstanding for each NEO as of June 30, 2024:
| |
|
Option-based awards |
|
Share-based awards |
| Name and position |
|
Number of
Common
Shares
underlying
unexercised
Options |
|
|
Option
exercise price
(CDN$) |
|
|
Option expiry
date |
|
Value
of
unexercised
in-the-money
Options(1)
(CDN$) |
|
Number of
Common
Shares or
Share Units
that have not
vested |
|
Market or
payout value
of share-
based awards
that have not
vested
(CDN$) |
|
Market or
payout value
of vested
share-based
awards not
paid out or
distributed(2)
(CDN$) |
|
Robert
Mintak
Former CEO and Director |
|
|
350,000
200,000
450,000 |
|
|
|
5.08
3.39
1.40 |
|
|
Apr 11, 2028
Jan 18, 2026
Sep 4, 2023 |
(3) |
Nil
Nil
153,000 |
|
Nil |
|
Nil |
|
|
1,101,544 |
|
Dr. Andrew
Robinson
President, COO and Director |
|
|
350,000
200,000
450,000 |
|
|
|
5.08
3.39
1.40 |
|
|
Apr 11, 2028
Jan 18, 2026
Sep 4, 2023 |
(3) |
Nil
Nil
153,000 |
|
Nil |
|
Nil |
|
|
1,101,544 |
|
Salah Gamoudi
CFO |
|
|
350,000 |
|
|
|
4.00 |
|
|
Sep 25, 2028 |
|
Nil |
|
Nil |
|
Nil |
|
|
Nil |
|
Michael Barman
Chief Development Officer |
|
|
350,000 |
|
|
|
4.00 |
|
|
Sep 25, 2028 |
|
Nil |
|
Nil |
|
Nil |
|
|
Nil |
|
Kara Norman
Former CFO, CAO and Corporate Secretary |
|
|
200,000
200,000 |
|
|
|
5.08
3.39 |
|
|
Apr 11, 2028
Jan 18, 2026 |
|
Nil
Nil |
|
Nil |
|
Nil |
|
|
523,164 |
|
Notes:
| 1. | The value of Options is based on the difference between the closing price of Common Shares on June 30, 2024 of $1.74 and the
exercise price of the Options. |
| 2. | The value of the DSUs is based on the closing price of Common Shares on June 30, 2024 of $1.74. |
| 3. | Due to a trading blackout imposed on insiders of the Company, the exercise date of these options was extended and they remained eligible
for exercise for a period of 10 business days subsequent to the lifting of the blackout. Mr. Robert Mintak exercised his options
on October 1, 2024. |
Incentive Plan Awards – Value Vested
or Earned During the Year
The following provides a summary of the value
of all incentive plan awards that vested for each NEO during the year ended June 30, 2024:
| Name and position | |
Option-based awards – Value
vested during the year
(CDN$) | |
Share-based awards – Value
vested during the year (3)
(CDN$) | | |
Non-equity incentive plan
compensation – Value earned
during the year
(CDN$) | |
Robert
Mintak
Former CEO and Director | |
Nil | |
1,044,567 | (4) | |
300,000 | |
Dr. Andrew
Robinson
President, COO and Director | |
Nil | |
1,044,567 | (4) | |
300,000 | |
Salah
Gamoudi (1)
CFO | |
Nil | |
Nil | | |
271,882 | |
Michael
Barman (2)
Chief Development Officer | |
Nil | |
Nil | | |
165,822 | |
Kara
Norman
Former CFO, CAO and Corporate Secretary | |
Nil | |
Nil | | |
Nil | |
Notes:
| 1. | Mr. Salah Gamoudi joined the Company on September 25, 2023. |
| 2. | Mr. Michael Barman joined the Company on September 22, 2023. |
| 3. | This is aggregate dollar value of the Share-based awards on the date of vesting. This is calculated by multiplying the number of share
units that vested during the year by the closing price of the Common Shares on the date of vesting. |
| 4. | Mr. Robert Mintak and Dr. Andrew Robinson were each granted 633,071 DSUs on April 11, 2023. The DSUs vested on April 11,
2024. |
The following provides information relating to
amounts received upon the exercise of Options for each NEO during the year ended June 30, 2024:
| Name and
position | |
Number of Options
exercised | |
| Option exercise price
(CDN$) | | |
| Common Share price on
exercise date
(CDN$) | | |
| Value realized on
exercise
(CDN$) | |
Robert
Mintak
Former CEO and Director | |
Nil | |
| Nil | | |
| Nil | | |
| Nil | |
Dr. Andrew
Robinson
President, COO and Director | |
Nil | |
| Nil | | |
| Nil | | |
| Nil | |
Salah
Gamoudi (1)
CFO | |
Nil | |
| Nil | | |
| Nil | | |
| Nil | |
Michael
Barman (2)
Chief Development Officer | |
Nil | |
| Nil | | |
| Nil | | |
| Nil | |
Kara Norman
Former CFO, CAO and
Corporate Secretary | |
Nil | |
| Nil | | |
| Nil | | |
| Nil | |
Notes:
| 1. | Mr. Salah Gamoudi joined the Company on September 25, 2023. |
| 2. | Mr. Michael Barman joined the Company on September 22, 2023. |
Option Plan
The Company has adopted the Option Plan pursuant
to which the Board or a special committee of the Directors appointed from time to time by the Board may grant Options to purchase Common
Shares of the Company by directors, officers, consultants, and employees of the Company or its subsidiaries, and employees of a person
or company which provides management services to the Company or its subsidiaries.
Subject to the provisions of the Option Plan,
the Board shall have authority to construe and interpret the Option Plan and all option agreements entered into thereunder, to define
the terms used in the Option Plan and in all option agreements entered into thereunder, to prescribe, amend and rescind rules and
regulations relating to the Option Plan and to make all other determinations necessary or advisable for the administration of the Option
Plan.
The purpose of the Option Plan is to advance the
interests of the Company by encouraging the directors, officers, employees and consultants of the Company, and of its subsidiaries and
affiliates, if any, to acquire Common Shares, thereby increasing their proprietary interest in the Company, encouraging them to remain
associated with the Company and furnishing them with additional incentive in their efforts on behalf of the Company in the conduct of
its affairs.
The aggregate number of Common Shares that may
be issued pursuant to the exercise of Options awarded under the Option Plan and all other security-based compensation arrangements of
the Company shall not exceed ten percent (10%) of the issued and outstanding Common Shares as of the date of any grant of Options, subject
to the following additional limitations:
| a) | the aggregate number of Options granted to any one person under the Option Plan within a twelve (12) month
period, together with all other security-based compensation arrangements of the Company, must not exceed five percent (5%) of the then
outstanding number of Common Shares, in the aggregate (on a non-diluted basis); |
| b) | Options shall not be granted if the exercise thereof would result in the issuance of more than two percent
(2%) of the issued Common Shares, in the aggregate, in any twelve (12) month period to any one consultant of the Company (or any of its
subsidiaries); |
| c) | Options shall not be granted if the exercise thereof would result in the issuance of more than two percent
(2%) of the issued Common Shares in any twelve (12) month period to any persons employed to provide investor relations activities; |
| d) | Options granted to consultants performing investor relations activities will contain vesting provisions
such that vesting occurs over at least twelve (12) months with no more than one-quarter of the Options vesting in any three (3) month
period; and |
| e) | the number of Common Shares subject to an Option grant to any directors, officers, consultants, and employees
of the Company or its subsidiaries, and employees of a person or company which provides management services to the Company or its subsidiaries
(such persons hereinafter collectively referred to as “Participants”) shall be determined by the Board, but no one
Participant shall be granted an Option which exceeds the maximum number permitted by the TSX Venture Exchange (the “Exchange”). |
If any Option granted under the Option Plan shall
expire or terminate for any reason in accordance with the terms of the Option Plan without being exercised, the unpurchased Common Shares
subject thereto shall again be available for the purpose of the Option Plan.
Options may be granted to the Participants exercisable
at a price determined by the Board, subject to applicable Exchange approval, at the time any Option is granted. In no event shall such
exercise price be lower than the exercise price permitted by the Exchange. The Directors of the Company may, by resolution, determine
the time period during which any Option may be exercised, provided that this time period does not contravene any rule or regulation
of such exchange on which the Common Shares may be listed. For greater certainty, in no circumstances shall the maximum term exceed ten
(10) years. Subject to any vesting restrictions imposed by the Exchange, the Board may, in its sole discretion, determine the time
during which Options shall vest and the method of vesting, or that no vesting restriction shall exist. Subject to any vesting restrictions
imposed by the Board, Options may be exercised in whole or in part at any time and from time to time during the option period.
In the event of a Participant ceasing to be a
director, officer or employee of the Company or a subsidiary of the Company for any reason other than death, including the resignation
or retirement of the Participant as a director, officer or employee of the Company or the termination by the Company of the employment
of the Participant, such Participant may exercise their Option to the extent that the Participant was entitled to exercise it at the date
of such cessation, provided that such exercise must occur within thirty (30) days, subject to adjustment at the discretion of the Board.
In the event of the death of a Participant, the Option previously granted to them shall be exercisable only within the one (1) year
after such death and then only: (i) by the person or persons to whom the Participant’s rights under the Option shall pass by
the Participant’s will or the laws of descent and distribution; and (ii) if and to the extent that such Participant was entitled
to exercise the Option at the date of his or her death.
Subject to the foregoing restrictions, and certain
other restrictions set out in the Option Plan, the Board is authorized to provide for the granting of Options and the exercise and method
of exercise of Options granted under the Option Plan.
There are presently 11,547,246 Options outstanding
under the Option Plan, 7,727,246 of which are held directly and indirectly by NEOs or Directors of the Company. The amount held directly
and indirectly by NEOs or Directors of the Company includes newly appointed individuals and excludes individuals who are no longer associated
with the Company, despite their position as NEOs or Directors as of the year ended June 30, 2024.
Incentive Plan
The Incentive Plan provides for the issue of Common
Shares to Participants (as defined in the Incentive Plan) for the purpose of advancing the interests of the Company through the motivation,
attraction, and retention of officers, employees, consultants, and directors of the Company and its affiliates and to secure for the Company
and its Shareholders the benefits inherent in the ownership of Common Shares by key officers, employees, consultants, and directors of
the Company and its affiliates; it being recognized generally that equity incentive plans aid in attracting, retaining, and encouraging
officers, employees, consultants and directors due to the opportunity offered to them, to acquire a proprietary interest in the Company.
The Incentive Plan is administered by the Board
or a committee of the Board (the “Committee”), and the Committee has full authority to administer the Incentive Plan
including the authority to interpret and construe any provision of the Incentive Plan and to adopt, amend and rescind such rules and
regulations for administering the Incentive Plan as the Committee may deem necessary in order to comply with the requirements of the Incentive
Plan.
Under the Incentive
Plan, eligible Participants will be granted Share Units to acquire any number of Common Shares, from time to time that each Share Unit
represents the right to receive, subject to adjustments in certain circumstances, one Common Share in consideration for past performance
upon expiry of an applicable restricted period, the holder ceasing to be involved with the Company or the satisfaction of certain established
performance conditions. A Share Unit which is only subject to a time-based restricted period, shall be referred to as a “RSU”,
a Share Unit of which the issuance of the underlying Common Share is subject to any performance condition shall be referred to as a “PSU”,
and a Share Unit of which the issuance of the underlying Common Share is subject to the occurrence of a Termination or Retirement event
(as defined in the Incentive Plan), shall be referred to as a “DSU”. The Committee shall have the discretion to grant
PSUs which allow for the holder thereof receiving a number of Common Shares based on the achievement of performance ratios or multipliers
as the Committee may determine upon such grant. RSUs, PSUs and DSUs are the only Share Units permitted to be issued under the Incentive
Plan.
Participants who are residents of Canada for the
purposes of the Income Tax Act (Canada) and not subject to the provisions of the Internal Revenue Code may elect to defer
receipt of all or any part of their RSUs until a deferred payment date if they elect to do so by written notice to the Company no later
than sixty (60) days prior to the expiry of the applicable restricted period.
The aggregate maximum number of Common Shares
available for issuance from treasury under the Incentive Plan shall not exceed ten percent (10%) of the outstanding Common Shares as of
the date of any grant of share-based compensation unit when combined with any other security-based compensation arrangements of the Company
in place at the time.
The maximum number of Common Shares issuable to
Insiders (as defined in the Incentive Plan), at any time, pursuant to the Incentive Plan and any other share-based compensation arrangements
of the Company, is ten percent (10%) of the total number of Common Shares then outstanding. The maximum number of Common Shares issued
to Insiders, within any one-year period, pursuant to the Incentive Plan and any other share-based compensation arrangements of the Company
is ten percent (10%) of the total number of Common Shares then outstanding.
So long as the Company is subject to Exchange
requirements, no Share Units may be issued to anyone engaged to perform Investor Relations Activities (as defined in the Incentive Plan)
for the Company and in no event can an issuance of Share Units, when combined with any grants made pursuant to any other share-based compensation
arrangements, result in:
| a) | any one person in a twelve (12) month period being granted such number of share-based compensation awards
equaling or exceeding five percent (5%) of the issued Common Shares, calculated on the date a share-based compensation award is granted
to the person (unless the Company has obtained the requisite disinterested shareholder approval); and |
| b) | any one consultant in a twelve (12) month period being granted such number of share-based compensation
awards equaling or exceeding two percent (2%) of the issued Common Shares, calculated at the date the share-based compensation award is
granted to the consultant. |
The maximum term for Share Units is up to ten
(10) years but may be such shorter term as the Company chooses.
In the event of:
| a) | the death of a Participant, any Share Units held by such Participant will vest on the date of death of
such Participant and the Common Shares represented by the Share Units held by such Participant will be issued to the Participant’s
estate as soon as reasonably practical thereafter, but in any event no later than ninety (90) days thereafter; and |
| b) | the disability of a Participant (determined in accordance with the Company’s normal disability practices),
any Share Units held by such Participant will vest on the date in which such Participant is determined to be totally disabled and the
Common Shares represented by the Share Units held by the Participant will be issued to the Participant as soon as reasonably practical,
but in any event no later than thirty (30) days following receipt by the Company of notice of disability. |
In the event of (i) a Change of Control (as
defined under the Incentive Plan), and (ii) the participant being subject to a Triggering Event (as such term is defined under the
Incentive Plan), then all Share Units held by such Participant shall immediately vest on the date of such Triggering Event notwithstanding
the restricted period.
There are presently 4,395,593 Share Units outstanding
under the Incentive Plan.
Pension Plan Benefits
No pension or deferred compensation plans have
been instituted by the Company and none are proposed at this time.
Employment, Consulting and Management Agreements
Management functions of the Company are not, to
any substantial degree, performed other than by Directors or NEOs of the Company. There are no agreements or arrangements that provide
for compensation to NEOs or Directors of the Company, or that provide for payments to a NEO or Director, following or in connection with
any termination (whether voluntary, involuntary or constructive), resignation, retirement, severance, a change of control in the Company
or a change in the NEO or Director’s responsibilities, other than as follows:
| · | The Company entered into an employment agreement
effective January 1, 2023 with Andrew Robinson (“Robinson”), a Director, President and COO of the Company (the
“Robinson Agreement”), which supersedes the previous consulting agreement dated July 1, 2020 with Green Core Consulting
Ltd., a company controlled by Robinson. Under the Robinson Agreement, Mr. Robinson is entitled to a salary of USD$400,000 per year.
The Robinson Agreement includes confidentiality and non-competition provisions. The Robinson Agreement also includes a “Change of
Control” clause, as detailed below, with a caveat that a change of control with respect to the Robinson Agreement occurs when any
person, or any combination of persons acting jointly or in concert by virtue of an agreement, arrangement, commitment, or understanding
shall acquire or hold, directly or indirectly, 30% or more of the voting rights attached to all outstanding equity securities. |
| · | The Company entered into an employment agreement
effective January 1, 2023 with Robert Mintak (“Mintak”), the former CEO and director of the Company (the “Mintak
Agreement”), which superseded the previous consulting agreement dated July 1, 2020 with Mintak. Under the Mintak Agreement,
Mr. Mintak was entitled to a salary of USD$400,000 per year. The Mintak Agreement included confidentiality and non-competition provisions.
The Mintak Agreement also included a “Change of Control” clause, as detailed below, with a caveat that a change of control
with respect to the Mintak Agreement occurs when any person, or any combination of persons acting jointly or in concert by virtue of an
agreement, arrangement, commitment, or understanding shall acquire or hold, directly or indirectly, 30% or more of the voting rights attached
to all outstanding equity securities. The Mintak Agreement was terminated on September 1, 2024 and a separate consulting agreement
was entered into. Pursuant to the Mintak Agreement, Mintak received a lump sum cash payment of USD$700,000 as severance, comprised of
salary entitlements and a USD$300,000 bonus payment for the financial year ended June 30, 2024. |
| · | The Company entered into an employment agreement
effective September 28, 2023 with Salah Gamoudi (“Gamoudi”), the CFO of the Company (the “Gamoudi Agreement”).
Under the Gamoudi Agreement, Mr. Gamoudi is entitled to a salary of USD$350,000 per year. The Gamoudi Agreement includes confidentiality
and non-competition provisions. The Gamoudi Agreement also included a “Change of Control” clause, as detailed below, with
a caveat that a change of control with respect to the Gamoudi Agreement occurs when any person, or any combination of persons acting jointly
or in concert by virtue of an agreement, arrangement, commitment, or understanding shall acquire or hold, directly or indirectly, 30%
or more of the voting rights attached to all outstanding equity securities. |
| · | The Company entered into an employment agreement
effective January 1, 2023 with Kara Norman (“Norman”), the former CFO and CAO of the Company (the “Norman
Agreement”), which superseded the previous consulting agreement dated July 1, 2020 with Norman. Under the Norman Agreement,
Ms. Norman was entitled to a salary of USD$250,000 per year. The Norman Agreement included confidentiality and non-competition provisions.
The Norman Agreement also included a “Change of Control” clause, as detailed below, with a caveat that a change of control
with respect to the Norman Agreement occurs when any person, or any combination of persons acting jointly or in concert by virtue of an
agreement, arrangement, commitment, or understanding shall acquire or hold, directly or indirectly, 30% or more of the voting rights attached
to all outstanding equity securities. The Norman Agreement was terminated on October 1, 2024, and Norman received a lump sum cash
payment of USD$500,000 as severance. |
| · | The Company entered into an employment agreement
dated September 22, 2023 with Michael Barman, the Chief Development Officer of the Company (the “Barman Agreement”).
Under the Barman Agreement, Mr. Barman is entitled to a salary of USD$300,000 per year. The Barman Agreement includes confidentiality
and non-competition provisions. The Barman Agreement also included a “Change of Control” clause, as detailed below, with a
caveat that a change of control with respect to the Barman Agreement occurs when any person, or any combination of persons acting jointly
or in concert by virtue of an agreement, arrangement, commitment, or understanding shall acquire or hold, directly or indirectly, 30%
or more of the voting rights attached to all outstanding equity securities. |
| · | The Company entered into a consulting agreement
dated July 1, 2020 with Anthony Alvaro (“Alvaro”), a former Director of the Company (the “Alvaro Agreement”,
and together with the Robinson Agreement, the Mintak Agreement, the Gamoudi Agreement and the Norman Agreement, the Barman Agreement,
the “Agreements”). Under the Alvaro Agreement, as amended, Mr. Alvaro was entitled to fees of $250,000 per year.
The Alvaro Agreement included confidentiality and conflict of interest provisions. The Alvaro Agreement also included a “Change
of Control” clause as detailed below. The Alvaro Agreement was terminated on July 31, 2024, and Alvaro is entitled to a lump
sum cash payment of $480,000 pursuant to the Alvaro Agreement. |
| · | The “Change of Control” clause
can be triggered should certain events occur as follows: |
| a) | A merger, amalgamation, arrangement, reorganization or transfer takes place
in which equity securities of the Company possessing more than one-half of the total combined voting power of the Company’s outstanding
equity securities are acquired by a person or persons different from the persons holding those equity securities immediately prior to
such transaction, and the composition of the Board following such transaction is such that the Directors of the Company prior to the transaction
constitute less than one-half of the directors following the transaction, except that no Change in Control will be deemed to occur if
such merger, amalgamation, arrangement, reorganization or transfer is with any subsidiary or subsidiaries of the Company; |
| b) | If any person, or any combination of persons acting jointly or in concert
by virtue of an agreement, arrangement, commitment or understanding shall acquire or hold, directly or indirectly, 20% or more of the
voting rights attached to all outstanding equity securities; |
| c) | If any person, or any combination of persons acting jointly or in concert
by virtue of an agreement, arrangement, commitment or understanding shall acquire or hold, directly or indirectly, the right to appoint
a majority of the Directors of the Company; or |
| d) | If the Company sells, transfers or otherwise disposes of all or substantially
all of its assets, except that no Change in Control will be deemed to occur if such sale or disposition is made to a subsidiary or subsidiaries
of the Company. |
If the Company terminates the Agreements without
Just Cause (as defined in the Agreements) or the NEO terminates for Good Reason (as defined in the Agreements), in the twelve (12) month
period following a Change of Control, the Company shall provide the NEOs an amount equal to the total of the fees paid at his or her monthly
rate in the twenty-four (24) months preceding termination.
If the Company terminates the Agreements without
Just Cause (as defined in the Agreements), the Company shall provide the NEOs with working notice, payment in lieu of working notice or
a combination of the two equal to the total of the fees paid at his or her monthly rate in the twenty-four (24) months preceding termination.
Termination and Change of Control Benefits
Other than as referenced above, the Company has
not provided compensation, monetary or otherwise, during the preceding fiscal year, to any other person who now acts or previously acted
as an NEO or Director in connection with or related to the retirement, termination or resignation of such person. The Company has not
provided any compensation to such persons as a result of a Change of Control of the Company.
The following table shows the estimated payments
that would be payable under the Agreements in the event of a Change of Control or if the Company terminates the Agreements other than
for Just Cause (as defined in the Agreements) on June 30, 2024:
Estimated payments for “Change of Control” or termination other than for Just Cause or Good Reason (as defined in the Agreements)
| Name and position | |
Base Salary(1)
(CDN$) | | |
Bonus(2)
(CDN$) | | |
Share-based
awards(3)
(CDN$) | | |
Option-based
awards(4)
(CDN$) | | |
Total(7)
(CDN$) | |
Robert Mintak
Former CEO and Director | |
| 1,084,000 | | |
| 811,000 | | |
| Nil | | |
| 153,000 | | |
| 2,048,000 | |
Dr. Andrew Robinson
President, COO and Director | |
| 1,084,000 | | |
| 811,000 | | |
| Nil | | |
| 153,000 | | |
| 2,048,000 | |
Salah Gamoudi(5) CFO | |
| 948,500 | | |
| 543,763 | | |
| Nil | | |
| Nil | | |
| 1,492,263 | |
Michael Barman(6) Chief Development Officer | |
| 813,000 | | |
| 454,352 | | |
| Nil | | |
| Nil | | |
| 1,267,352 | |
Kara Norman
Former CFO, CAO and Corporate Secretary | |
| 677,500 | | |
| 500,000 | | |
| Nil | | |
| Nil | | |
| 1,177,500 | |
Anthony Alvaro
Former Director | |
| 480,000 | | |
| Nil | | |
| 329,504 | | |
| Nil | | |
| 809,504 | |
Notes:
| 1. | Based on base salary received for the years ended June 30, 2024 and 2023. |
| 2. | Based on bonuses awarded during the years ended June 30, 2024 and 2023. |
| 3. | The value of Share-based awards is based on the closing price of Common Shares on June 30, 2024 of
$1.74. |
| 4. | The value of Options is based on the difference between the closing price of Common Shares on June 30,
2024 of $1.74 and the exercise price of the Options. In accordance with the Option Plan, individuals will have 30 days from termination
to exercise Options. |
| 5. | Mr. Salah Gamoudi joined the Company on September 25, 2023. |
| 6. | Mr. Michael Barman joined the Company on September 22, 2023. |
| 7. | Effective January 1, 2022, amounts paid to NEOs were fixed in US dollars and estimated change of
control payments would be paid to Canadian NEOs in Canadian dollar equivalents based on the average Bank of Canada daily exchange rate
in the month end immediately prior to payment. |
Director Compensation
The following table provides a summary of compensation
paid, directly or indirectly, for the most recently completed financial year to each Director who is not also an NEO:
Table of Compensation
| Name | |
Fees
earned
(CDN$) | | |
Share-based
awards
(CDN$) | |
Option-based
awards
(CDN$) | |
Non-equity
incentive plan
compensation
(CDN$) | |
Pension
value
(CDN$) | | |
All
other
compensation
(CDN$) | |
Total
compensation
(CDN$) | |
Anthony Alvaro
Former Director | |
| 250,000 | (1) | |
Nil | |
Nil | |
Nil | |
| Nil | | |
Nil | |
| 250,000 | |
Jeffrey Barber
Director | |
| 108,975 | (2) | |
Nil | |
Nil | |
Nil | |
| Nil | | |
Nil | |
| 108,975 | |
Robert Cross
Non-Executive
Chair | |
| 135,556 | (2) | |
Nil | |
Nil | |
Nil | |
| Nil | | |
Nil | |
| 135,556 | |
Dr. Volker Berl
Director | |
| 139,833 | (2) | |
Nil | |
Nil | |
Nil | |
| Nil | | |
Nil | |
| 139,833 | |
Claudia D’Orazio
Director | |
| 128,382 | (2) | |
Nil | |
Nil | |
Nil | |
| Nil | | |
Nil | |
| 128,382 | |
Anca Rusu
Director | |
| 135,556 | (2) | |
Nil | |
Nil | |
Nil | |
| Nil | | |
Nil | |
| 135,556 | |
Notes:
| 1. | See Alvaro Agreement. Mr. Alvaro was compensated for consulting services to the Board and senior
management of the Company. |
| 2. | Fees earned in connection with the performance of duties on the Board. As of January 1, 2021, Directors
were compensated at a rate of $75,000 per year. Effective January 1, 2022, the rate was updated to US$75,000, plus an additional
US$25,000 for Directors who held the position of chair of any committee. Maximum annual payment in fees to any Director is USD$100,000. |
Compensation of Directors is reviewed annually
by the Board. The level of compensation for Directors is determined after consideration of various relevant factors, including the expected
nature and quantity of duties and responsibilities, past performance, expected time commitments and the availability of financial resources.
In the Board’s view, there has been no need
for the Company to design or implement a formal compensation program for Directors. While the Board considers Option grants to Directors
under the Option Plan from time to time, and grants of Share Units under the Incentive Plan, the Board does not employ a prescribed methodology
when determining the grant or allocation of Options or Share Units. Other than the Option Plan and the Incentive Plan, the Company does
not offer any long-term incentive plans, share compensation plans or any other such benefit programs for Directors.
Incentive Plan Awards – Directors
The following table sets forth information concerning
all compensation securities granted or issued by the Company to each Director during the most recently completed financial year:
Compensation Securities
Name and
position | |
Type of
compensation
security | |
Number of
compensation
securities,
number of
underlying
securities, and
percentage of
class | |
Date of
issue
or
grant | |
Issue,
conversion
or
exercise price
(CDN$) | |
Closing price
of security or
underlying
security on
date of grant
(CDN$) | |
Closing
price
of security or
underlying
security at
year end
(CDN$)(1) | |
Expiry Date |
Anthony Alvaro
Former Director | |
Nil | |
Nil | |
N/A | |
N/A | |
N/A | |
N/A | |
N/A |
Jeffrey Barber
Director | |
Nil | |
Nil | |
N/A | |
N/A | |
N/A | |
N/A | |
N/A |
Robert Cross
Non-Executive
Chair | |
Nil | |
Nil | |
N/A | |
N/A | |
N/A | |
N/A | |
N/A |
Dr. Volker Berl
Director | |
Nil | |
Nil | |
N/A | |
N/A | |
N/A | |
N/A | |
N/A |
Claudia D’Orazio
Director | |
Nil | |
Nil | |
N/A | |
N/A | |
N/A | |
N/A | |
N/A |
Anca Rusu
Director | |
Nil | |
Nil | |
N/A | |
N/A | |
N/A | |
N/A | |
N/A |
Notes:
| 1. | Year ended June 30, 2024. |
Outstanding Share-Based Awards and Option-Based
Awards
The following provides a summary of equity incentive
plan awards outstanding for each Director as of June 30, 2024:
| | |
| Option-Based Awards | |
Share-Based Awards | |
Name and
position | |
| Number of
Common
Shares
underlying
unexercised
Options | | |
| Option
exercise price
(CDN$) | | |
Option expiry
date | |
Value of
unexercised
in-the-money
Options(1)
(CDN$) | |
Number of
Common
Shares or
Share Units
that have not
vested | |
Market
or
payout value
of share-
based
awards
that have not vested
(CDN$) | |
| Market or
payout value
of vested
share-based
awards not
paid out or
distributed
(CDN$)(2) | |
Anthony Alvaro
Former Director | |
| 300,000
200,000 | | |
| 5.08
3.39 | | |
Apr 11, 2028
Jan 18, 2026 | |
Nil
Nil | |
Nil | |
Nil | |
| 329,503 | |
Jeffrey Barber
Director | |
| 300,000
200,000 | | |
| 5.08
3.39 | | |
Apr 11, 2028
Jan 18, 2026 | |
Nil
Nil | |
Nil | |
Nil | |
| 120,703 | |
Robert Cross
Non-Executive Chair | |
| 300,000
200,000 | | |
| 5.08
3.39 | | |
Apr 11, 2028
Jan 18, 2026 | |
Nil
Nil | |
Nil | |
Nil | |
| 137,830 | |
Dr. Volker Berl
Director | |
| 300,000
200,000 | | |
| 5.08
6.08 | | |
Apr 11, 2028
Jul 20, 2026 | |
Nil
Nil | |
Nil | |
Nil | |
| 81,553 | |
Claudia D’Orazio
Director | |
| 300,000 | | |
| 5.08 | | |
Apr 11, 2028 | |
Nil | |
Nil | |
Nil | |
| 34,251 | |
Anca Rusu
Director | |
| 300,000 | | |
| 5.08 | | |
Apr 11, 2028 | |
Nil | |
Nil | |
Nil | |
| 34,251 | |
Notes:
| 1. | The value of Options is based on the difference between the closing price of Common Shares on June 30, 2024 of $1.74 and the
exercise price of the Options. |
| 2. | Represents deferred share units (DSUs) granted on April 11, 2023, and which vested on April 11, 2024. The value of the DSUs
is based on the closing price of the Common Shares on June 30, 2024 of $1.74. |
Incentive Plan Awards – Value Vested
or Earned During the Year
The following provides a summary of the value
of all incentive plan awards that vested for each Director during the year ended June 30, 2024:
| Name and position | |
Option-based awards – Value
vested during the year
(CDN$) | |
Share-based awards – Value
vested during the year(1)(2)
(CDN$) | | |
Non-equity incentive plan
compensation – Value earned
during the year
(CDN$) |
Anthony Alvaro
Former Director | |
Nil | |
| 312,461 | | |
Nil |
Jeffrey Barber
Director | |
Nil | |
| 114,461 | | |
Nil |
Robert Cross
Non-Executive Chair | |
Nil | |
| 130,701 | | |
Nil |
Dr. Volker Berl
Director | |
Nil | |
| 77,336 | | |
Nil |
Claudia D’Orazio
Director | |
Nil | |
| 32,480 | | |
Nil |
Anca Rusu
Director | |
Nil | |
| 32,480 | | |
Nil |
Notes:
| 1. | This is the aggregate dollar value of the Share-based awards on the date of vesting. This is calculated by multiplying the number
of share units that vested during the year by the closing price of the Common Shares on the date of vesting, being $1.65. |
| 2. | The Directors were granted DSUs on April 11, 2023. The DSUs vested on April 11, 2024. |
The following provides information relating to
amounts received upon the exercise of Options for each Director during the year ended June 30, 2024:
| Name and position | |
Number of Options
exercised | | |
Option exercise price
(CDN$) | | |
Share
price on exercise
date
(CDN$) | | |
Value realized on exercise(1)
(CDN$) | |
Anthony Alvaro
Former Director | |
| 450,000 | | |
| 1.40 | | |
| 2.50 | | |
| 495,000 | |
Jeffrey Barber
Director | |
| Nil | | |
| Nil | | |
| Nil | | |
| Nil | |
Robert Cross
Non-Executive Chair | |
| Nil | | |
| Nil | | |
| Nil | | |
| Nil | |
Dr. Volker Berl
Director | |
| Nil | | |
| Nil | | |
| Nil | | |
| Nil | |
Claudia D’Orazio
Director | |
| Nil | | |
| Nil | | |
| Nil | | |
| Nil | |
Anca Rusu
Director | |
| Nil | | |
| Nil | | |
| Nil | | |
| Nil | |
Notes:
| 1. | The value of Options is based on the difference between the closing price of Common Shares on the exercise date and the exercise price
of the Options. |
Standard Lithium (AMEX:SLI)
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