DEF 14A of Blackberry Ltd, May 16, 2023

DEF 14A of Blackberry Ltd

Filed May 16, 2023 · FY20230001070235-23-000080

Open on EDGAR

  1. 2. Election of Directors

    2. Election of Directors The Company’s articles of amalgamation provide for the Board to consist of a minimum of one and a maximum of fifteen directors. The number of directors to be elected at the Meeting has been fixed by the Board at eight. Prior to the Company’s annual and special meeting held on June 23, 2022, the Board consisted of nine directors, three of whom identified as women. Subsequent to that meeting, the Compensation, Nomination and Governance Committee (the “CNG Committee”) engaged a leading global executive search firm to assist with identifying and recruiting one or more suitable candidates as incremental nominees to the Board, and the search process is active and ongoing. In evaluating candidates, the CNG Committee takes into consideration stock exchange listing requirements, the candidate’s skills, qualifications and external commitments, and the Company’s Board diversity policy (the “Board Diversity Policy”). The CNG Committee is prioritizing the selection of a female candidate, so that the Board will again include three directors who identify as women, and is committed to identifying a suitable candidate before the Company’s annual meeting in 2024. See “Corporate Governance – 4. Board Diversity” in this Management Proxy Circular for further details. The matrix below summarizes the key qualifications, skills and attributes possessed by the director nominees to be elected at the Meeting that are of particular relevance to the Company’s business and objectives:

  2. 2. Election of Directors

    | | Chen | Daniels | Dattels | Disbrow | Lynch | Smaldone Alsup | Watsa | Wouters | | Expertise | | | | | | | | | | Cybersecurity | | ✓ | | ✓ | | | | | | Executive Leadership | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Finance and Accounting | | | ✓ | ✓ | | | ✓ | ✓ | | Government/Regulatory | | ✓ | | ✓ | | ✓ | | ✓ | | International Business | ✓ | ✓ | ✓ | | | | ✓ | ✓ | | Public Company Governance | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | | Risk Management | | | | ✓ | | ✓ | | ✓ | | Technology and Innovation | ✓ | ✓ | | | ✓ | | | | | Demographics | | | | | | | | | | Gender Identity | M | M | M | F | M | F | M | M | | Visible Minority Identity | ✓ | | | | | | ✓ | |

  3. 2. Election of Directors

    The following pages set out the names of the proposed nominees for election as directors together with, as applicable, their independence or non-independence under applicable securities laws and stock exchange rules, province or state and country of residence, age, year first elected or appointed as a director of the Company, present principal occupation, current membership on standing committees of the Board, record of attendance at meetings of the Board and its standing committees, directorships of other publicly-traded companies during the preceding five years, public company board interlocks and key skills and qualifications. Also indicated for each person proposed as a director are the number and value on the Record Date of Common Shares beneficially owned, directly or indirectly, or over which control was exercised and the number of deferred share units (“DSUs”) credited to the person under the DSU Plan. The value of Common Shares/DSUs as of the Record Date was calculated using the closing price of the Common Shares on the New York Stock Exchange (“NYSE”) on the Record Date, which was $4.69 per Common Share.2

  4. 2. Election of Directors

    | John Chen, California, United States (Non-Independent Director) | | | | | | | | | | | | | Mr. Chen, 67, has served as Executive Chair of the Board and Chief Executive Officer of the Company since November 2013. Prior to joining the Company, Mr. Chen was the Chief Executive Officer of Sybase Inc. from 1998 to 2012 and the Chairman of Sybase from 1998 to 2010. Prior to Sybase, Mr. Chen held executive positions at Siemens AG, Pyramid Technology Corp. and Burroughs Corp. He started his career as a design engineer with Unisys Corp. Mr. Chen has a bachelor’s degree in electrical engineering from Brown University and a master’s degree in electrical engineering from California Institute of Technology (Caltech). Mr. Chen holds several honorary degrees and has received awards and honors for his leadership in building U.S.-Asia relations. Mr. Chen was appointed to serve on the President’s Export Council in 2005 and was appointed as co-chair of the Secure Borders and Open Doors Advisory Committee in 2006. He has also chaired the U.S-China Policy Advisory Roundtable for the Center for Strategic and International Studies. Mr. Chen has also served as a trustee of Caltech and as a Special Advisor to Silver Lake, a private investment firm. | | | | | | | | | Board/Committee Membership | | | Attendance | | | Public Board Membership in Past Five Years & Interlock | | | | | | | | | | | Name of Issuer | | Period of Service | | | Board | | | 5/5 | | 100% | Current Boards None Other Boards in Past 5 Years The Walt Disney Company Board Interlock None | | 2004 - 2019 | | | Overall attendance | | | 5/5 | | 100% | | | | | | Securities Held | | | | | | | | | | | | Common Shares (#) | | | DSUs (#)1 | | | Total Common Shares/DSUs (#) | | Total value of Common Shares/DSUs | | As of the Record Date | 9,447,738 | | | N/A | | | 9,447,738 | | $44,309,891 | | Annual Meeting Voting Results | | | | | | | | | | | Year | Votes For | | | % of Votes For | | | Votes Withheld | | % of Votes Withheld | | 2022 | 192,327,109 | | | 83.94% | | | 36,804,130 | | 16.06% |

  5. 2. Election of Directors

    1 Directors who are also officers of the Company are not compensated for Board service and do not receive DSUs. Mr. Chen is the only director who is also an officer of the Company. This table does not reflect restricted share unit information for Mr. Chen, which is reported under “Executive Compensation – F. Executive Compensation Tables” in this Management Proxy Circular.

  6. 2. Election of Directors

    | Michael A. Daniels, Colorado, United States (Independent Director) | | | | | | | | | | | | Mr. Daniels, 77, has served as a director of the Company since October 2014 and as Chair of the CNG Committee since September 2021. He currently serves as Chairman of CACI International Inc and as a member of the board of directors of Two Six Technologies, LLC. Mr. Daniels also currently serves as a director of the Northern Virginia Technology Council and the Virginia Chamber of Commerce. Previously, he held various senior management positions at Science Applications International Corporation (“SAIC”) from 1986 to 2004. While at SAIC, Mr. Daniels identified and acquired Network Solutions, Inc. and served as Chairman from 1995 until 2000 when the company was acquired by VeriSign, Inc. Mr. Daniels was Chairman and CEO of Mobile 365, Inc. from 2005 until the sale of the company to Sybase Inc. in 2006. He then served as a director of Sybase from 2007 until its acquisition by SAP in 2010. He has also served as Chairman of GlobalLogic Inc., Invincea, Inc. and the Logistics Management Institute, and as a director of Mercury Systems, Inc., VeriSign, Inc., Apogen Technologies, Inc. and Telcordia Technologies, Inc. | | | | | | | | Board/Committee Membership | | | Attendance | | | Public Board Membership in Past Five Years & Interlock | | | | | | | | | | Name of Issuer | | Period of Service | | Board | | | 5/5 | | 100% | Current Boards Mercury Systems, Inc. CACI International Inc Other Boards in Past 5 Years None Board Interlock Ms. Disbrow – CACI | | 2010 - 2022 2013 - present | | Compensation, Nomination and Governance Committee | | | 4/4 | | 100% | | | | | Overall attendance | | | 9/9 | | 100% | | | | | Securities Held | | | | | | | | | | | Common Shares (#) | | | DSUs (#) | | | Total Common Shares/DSUs (#) | Total value of Common Shares/DSUs | | As of the Record Date | 26,077 | | | 234,853 | | | 260,930 | $1,223,762 | | Annual Meeting Voting Results | | | | | | | | | | Year | Votes For | | | % of Votes For | | | Votes Withheld | % of Votes Withheld | | 2022 | 145,952,540 | | | 63.70% | | | 83,178,698 | 36.30% |

  7. 2. Election of Directors

    | Timothy Dattels, California, United States (Independent Director) | | | | | | | | | | | | Mr. Dattels, 65, has served as a director of the Company since July 2012. He serves as a Senior Advisor to TPG Capital, having served as Partner of TPG Capital and Chairman of TPG Asia and a member of the firm’s Management Committee. In his roles with TPG, Mr. Dattels has been based in San Francisco, Hong Kong and Singapore. Prior to joining TPG in 2004, he served as a Partner and Managing Director of Goldman, Sachs & Co. Mr. Dattels received an MBA from Harvard Business School and a BA with Honors, from the University of Western Ontario. Mr. Dattels serves or has served on the boards of directors of Cushman & Wakefield plc, Invest in Canada, Parkway Holdings, Shangri-La Asia Ltd., Sing Tao News Corporation Ltd., Primedia, Inc., and SFJazz. He is also Vice Chairman of The Jackson Laboratory and the Founding Trustee of the Kingfisher Foundation. In addition, Mr. Dattels serves as Chairman on Alpine Canada Alpin and has been appointed by Prime Minister to represent Canada on the APEC business council. | | | | | | | | Board/Committee Membership | | | Attendance | | | Public Board Membership in Past Five Years & Interlock | | | | | | | | | | Name of Issuer | | Period of Service | | Board | | | 4/5 | | 80% | Current Boards Cushman & Wakefield plc Other Boards in Past 5 Years None Board Interlock None | | 2018 - present | | Overall attendance | | | 4/5 | | 80% | | | | | Securities Held | | | | | | | | | | | Common Shares (#) | | | DSUs (#) | | | Total Common Shares/DSUs (#) | Total value of Common Shares/DSUs | | As of the Record Date | - | | | 284,755 | | | 284,755 | $1,335,501 | | Annual Meeting Voting Results | | | | | | | | | | Year | Votes For | | | % of Votes For | | | Votes Withheld | % of Votes Withheld | | 2022 | 216,574,805 | | | 94.52% | | | 12,556,434 | 5.48% |

  8. 2. Election of Directors

    | Lisa Disbrow, Virginia, United States (Independent Director) | | | | | | | | | | | | | Ms. Disbrow, 60, has served as a director of the Company since August 2019 and as Chair of the Audit and Risk Management Committee since September 2021. She has a BA from the University of Virginia, an MA from The George Washington University and an MS from The National War College in National Strategy. Ms. Disbrow currently serves on the President’s Export Council and is a Commissioner on the Congressional Planning, Programming, Budgeting and Execution Reform Commission. She is also the Chair of the NobleReach Foundation, as well as a director of CACI International Inc, Mercury Systems, Inc., and SparkCognition, Inc. In addition, Ms. Disbrow is as a Senior Fellow at the Johns Hopkins University Applied Physics Lab, the Vice Chair of the National Defense Industrial Association, and a director of the Wounded Warrior Project. Previously, she served as the Senate-confirmed Under Secretary of the United States Air Force. Ms. Disbrow also served as Acting Secretary of the Air Force and was the Senate-confirmed chief financial officer of the Air Force, as the Assistant Secretary for Financial Management and Comptroller. She retired from the Air Force in 2008 as a colonel after 23 years of active and reserve duty. | | | | | | | | | Board/Committee Membership | | | Attendance | | | Public Board Membership in Past Five Years & Interlock | | | | | | | | | | | Name of Issuer | | | Period of Service | | Board | | | 5/5 | | 100% | Current Boards Mercury Systems, Inc. CACI International Inc Other Boards in Past 5 Years Perspecta Inc. Board Interlock Mr. Daniels – CACI | | | 2017 - present 2021 - present 2018 - 2021 | | Audit and Risk Management Committee | | | 4/4 | | 100% | | | | | | Overall attendance | | | 9/9 | | 100% | | | | | | Securities Held | | | | | | | | | | | | Common Shares (#) | | | DSUs (#) | | | Total Common Shares/DSUs (#) | | Total value of Common Shares/DSUs | | As of the Record Date | - | | | 139,411 | | | 139,411 | | $653,838 | | Annual Meeting Voting Results | | | | | | | | | | | Year | Votes For | | | % of Votes For | | | | Votes Withheld | % of Votes Withheld | | 2022 | 216,574,805 | | | 94.52% | | | | 12,556,434 | 5.48% |

  9. 2. Election of Directors

    | Richard Lynch, Massachusetts, United States (Independent Director) | | | | | | | | | | | | | Mr. Lynch, 74, has served as a director of the Company since February 2013. Mr. Lynch has bachelor’s and master’s degrees in electrical engineering from Lowell Technological Institute (University of Massachusetts) and post-graduate executive education from the Wharton School at the University of Pennsylvania and the Johnson School of Management at Cornell University. Since September 2011, Mr. Lynch has been President of FB Associates, LLC, which provides advisory and consulting services at the intersection of technology, marketing and business operations. Prior to his current role, Mr. Lynch served as Executive Vice-President & Chief Technology Officer of Verizon Communications and Verizon Wireless. He is a Life Fellow of The Institute of Electrical and Electronic Engineers and a director of iconectiv and Cohere Technologies, Inc. Mr. Lynch was a director of Ruckus Wireless Inc. from 2012 to 2016 and of Ribbon Communications from 2014 to 2020, including serving as Chairman from 2017 to 2020. He has also served on a number of professional organizations including the GSM Association, the CDMA Development Group, the Federal Communications Commission Technical Advisory Committee and the Communications Security Reliability and Interoperability Council. Mr. Lynch has been honored with the President’s Award by the Cellular Telecommunications and Internet Association and has also been inducted into the Wireless History Foundation’s Hall of Fame. | | | | | | | | | Board/Committee Membership | | | Attendance | | | Public Board Membership in Past Five Years & Interlock | | | | | | | | | | | Name of Issuer | | | Period of Service | | Board | | | 5/5 | | 100% | Current Boards None Other Boards in Past 5 Years Ribbon Communications VectoIQ Acquisition Corp. VectoIQ Acquisition Corp. II Board Interlock None | | | 2014 - 2020 2018 - 2020 2020 - 2022 | | Compensation, Nomination and Governance Committee | | | 4/4 | | 100% | | | | | | Overall attendance | | | 9/9 | | 100% | | | | | | Securities Held | | | | | | | | | | | | Common Shares (#) | | | DSUs (#) | | | Total Common Shares/DSUs (#) | | Total value of Common Shares/DSUs | | As of the Record Date | - | | | 260,852 | | | 260,852 | | $1,223,396 | | Annual Meeting Voting Results | | | | | | | | | | | Year | Votes For | | | % of Votes For | | | | Votes Withheld | % of Votes Withheld | | 2022 | 166,842,701 | | | 72.82% | | | | 62,288,538 | 27.18% |

  10. 2. Election of Directors

    | Laurie Smaldone Alsup, New Jersey, United States (Independent Director) | | | | | | | | | | | | Dr. Laurie Smaldone Alsup, 69, has served as a director of the Company since June 2015. She has a BA from Fordham College and an MD from Yale University, where she completed her residency in Internal Medicine and fellowship in Medical Oncology. Since March 2016, Dr. Smaldone Alsup has been Chief Scientific Officer and Chief Medical Officer of NDA Group AB, a leading drug development consulting company (which merged with PharmApprove, where Dr. Smaldone Alsup had been President and Chief Scientific Officer since August 2011). She was previously Chief Executive Officer of Phytomedics Inc., prior to which she held clinical and regulatory leadership roles at Bristol Myers Squibb, including Senior Vice President of Global Regulatory Science and Vice President of Corporate Strategy and Business Risk Management. Dr. Smaldone Alsup serves as a director of Theravance Biopharma, Inc., Arvinas, Inc., Kinnate Biopharma Inc. and Pardes Biosciences, Inc., and previously served as a director of Kalobios Pharmaceuticals, Inc. She has also served with numerous professional and charitable organizations including the Cancer Institute of New Jersey, the Conference Board Strategic Risk Management Council and the McCarter Theatre in Princeton, New Jersey. | | | | | | | | Board/Committee Membership | | | Attendance | | | Public Board Membership in Past Five Years & Interlock | | | | | | | | | | Name of Issuer | | Period of Service | | Board | | | 5/5 | | 100% | Current Boards Theravance Biopharma, Inc. Arvinas, Inc. Kinnate Biopharma Inc. Pardes Biosciences, Inc. Other Boards in Past 5 Years None Board Interlock None | | 2018 - present 2019 - present 2020 - present 2022 - present | | Audit and Risk Management Committee | | | 4/4 | | 100% | | | | | Overall attendance | | | 9/9 | | 100% | | | | | Securities Held | | | | | | | | | | | Common Shares (#) | | | DSUs (#) | | | Total Common Shares/DSUs (#) | Total value of Common Shares/DSUs | | As of the Record Date | - | | | 219,637 | | | 219,637 | $1,030,098 | | Annual Meeting Voting Results | | | | | | | | | | Year | Votes For | | | % of Votes For | | | Votes Withheld | % of Votes Withheld | | 2022 | 216,196,656 | | | 94.35% | | | 12,934,582 | 5.65% |

  11. 2. Election of Directors

    | V. Prem Watsa, Ontario, Canada (Independent Lead Director) | | | | | | | | | | | | | | | Mr. Watsa, 72, has been the Lead Director of the Board since November 2013. Mr. Watsa was Chair of the Compensation, Nomination and Governance Committee from November 2013 until September 2021 and was also a director of the Company from January 2012 until August 2013. He has a bachelor’s degree in chemical engineering from the Indian Institute of Technology in Madras, India and obtained his MBA from the Richard Ivey School of Business at the University of Western Ontario. He is also a holder of the Chartered Financial Analyst designation. Mr. Watsa is currently Chairman and has served as Chief Executive Officer of Fairfax Financial Holdings Limited (“Fairfax”) since 1985. Mr. Watsa is the Chairman of the board of directors of Fairfax India Holdings Corporation, Fairfax’s publicly-traded subsidiary, and Vice Chairman of Hamblin Watsa Investment Counsel Ltd. (“HWIC”), a subsidiary of Fairfax. He is also a co-founder and a director of the BlackNorth Initiative. Prior to joining Fairfax, he held various positions with Confederation Life Insurance Company and GW Asset Management. In addition to the public boards indicated below, Mr. Watsa is a member of the board of trustees of the Hospital for Sick Children Foundation, a member of the Advisory Board for the Richard Ivey School of Business, a member of the board of directors of the Royal Ontario Museum Foundation, and Chairman of the Investment Committee of St. Paul’s Anglican Church in Toronto. | | | | | | | | | Board/Committee Membership | | | | Attendance | | | Public Board Membership in Past Five Years & Interlock | | | | | | | | | | | | Name of Issuer | | | Period of Service | | Board | | | | 4/5 | | 100% | Current Boards Fairfax Financial Holdings Limited Fairfax India Holdings Corporation1 Other Boards in Past 5 Years Fairfax Africa Holdings Corporation (now known as Helios Fairfax Partners Corporation) Board Interlock None | | | 1985 - present 2015 - present 2016 - 2021 | | Compensation, Nomination and Governance Committee | | | | 4/4 | | 100% | | | | | | Overall attendance | | | | 8/9 | | 89% | | | | | | Securities Held2 | | | | | | | | | | | | | Common Shares (#) | | | | DSUs (#) | | | Total Common Shares/DSUs (#) | | Total value of Common Shares/DSUs | | As of the Record Date | 129,000 | | | | 249,931 | | | 378,931 | | $1,777,186 | | Annual Meeting Voting Results | | | | | | | | | | | | Year | | Votes For | | | % of Votes For | | | | Votes Withheld | % of Votes Withheld | | 2022 | | 116,231,953 | | | 50.73% | | | | 112,899,287 | 49.27% |

  12. 2. Election of Directors

    1 Fairfax is the controlling shareholder of Fairfax India Holdings Corporation (“Fairfax India”), an investment holding company, and all of the investments of Fairfax and Fairfax India are centrally managed by HWIC. 2 In addition, as of the Record Date, Fairfax and certain of its controlled subsidiaries and group companies beneficially owned approximately 46.7 million Common Shares representing approximately 8.01% of the issued and outstanding Common Shares, or approximately 101.7 million Common Shares representing approximately 15.94% of the issued and outstanding Common Shares assuming conversion of all of its 1.75% unsecured subordinated debentures of the Company due 2023 (the “1.75% Debentures”) and after giving effect to the conversion. This also includes 6,791,844 shares subject to the Asset Value Loan Note, as described in Item 6 of the Form 13D/A filed by Fairfax with the SEC with respect to the Company on August 23, 2021. Mr. Watsa is the Chairman and Chief Executive Officer of Fairfax and beneficially owns shares carrying approximately 43.8% of the votes attached to all outstanding shares of Fairfax.

  13. 2. Election of Directors

    | Wayne Wouters, British Columbia, Canada (Independent Director) | | | | | | | | | | | | The Hon. Wayne Wouters, PC, OC, 72, has served as a director of the Company since October 2015. Mr. Wouters has an honours bachelor of commerce degree from the University of Saskatchewan and a master’s degree in economics from Queen’s University. He has been a Strategic and Policy Advisor to McCarthy Tétrault LLP since April 2015 and is also a director of Champion Iron Limited, Canadian Utilities Limited and Foran Mining Corporation. From 2009 to 2014, Mr. Wouters was the Clerk of the Privy Council of Canada and, in that capacity, held the roles of Deputy Minister to the Prime Minister, Secretary to the Cabinet and Head of the Public Service. Prior to his tenure as Clerk, Mr. Wouters was Secretary of the Treasury Board of Canada and served in deputy ministerial and other senior positions in the Canadian public service. Mr. Wouters has received numerous awards, including Honorary Doctorates of Laws from the Universities of Saskatchewan and Manitoba, the Queen’s Diamond Jubilee Medal and the André Mailhot Award for lifetime achievement from the United Way Canada. He was inducted by the Prime Minister as a member of the Privy Council in 2014 and was invested into the Order of Canada as an officer in 2017. | | | | | | | | Board/Committee Membership | | | Attendance | | | Public Board Membership in Past Five Years & Interlock | | | | | | | | | | Name of Issuer | | Period of Service | | Board | | | 5/5 | | 100% | Current Boards Champion Iron Limited Canadian Utilities Limited Foran Mining Corporation Other Boards in Past 5 Years None Board Interlock None | | 2016 - current 2019 - current 2021 - current | | Audit and Risk Management Committee | | | 4/4 | | 100% | | | | | Overall attendance | | | 9/9 | | 100% | | | | | Securities Held | | | | | | | | | | | Common Shares (#) | | | DSUs (#) | | | Total Common Shares/DSUs (#) | Total value of Common Shares/DSUs | | As of the Record Date | - | | | 212,504 | | | 212,504 | $996,644 | | Annual Meeting Voting Results | | | | | | | | | | Year | Votes For | | | % of Votes For | | | Votes Withheld | % of Votes Withheld | | 2022 | 216,289,190 | | | 94.40% | | | 12,842,049 | 5.60% |

  14. Summary Compensation Table

    Summary Compensation Table The following table provides a summary of the total compensation awarded to, earned by, paid to, or payable to, each NEO of the Company for Fiscal 2023, Fiscal 2022 and Fiscal 2021.

  15. Summary Compensation Table

    | Summary Compensation Table1 | | | | | | | | | Name and Principal Position | Year2 | Salary ($) | Bonus3 ($) | Equity Awards4 ($) | Non-equity Incentive Plan Compensation ($) | All Other Compensation9 ($) | Total ($) | | John Chen Executive Chair and Chief Executive Officer | 2023 | 1,000,000 | 2,000,000 | – | – | 15,850 | 3,015,850 | | | 2022 | 1,000,000 | 2,000,000 | – | – | 17,877 | 3,017,877 | | | 2021 | 1,000,000 | 2,000,000 | – | – | 6,608 | 3,006,608 | | Steve Rai Chief Financial Officer | 2023 | 430,510 | – | 767,266 | 82,916 | 11,470 | 1,292,162 | | | 2022 | 413,107 | 170,682 | 705,358 | 14,181 | 14,423 | 1,317,750 | | | 2021 | 365,717 | – | 481,672 | 117,884 | 4,804 | 970,078 | | John Giamatteo President, Cybersecurity | 2023 | 559,342 | – | 1,499,999 | 263,9085 | 7,573 | 2,330,822 | | | 2022 | 223,014 | 229,1666 | 5,205,964 | – | 1,421 | 5,659,565 | | Mattias Eriksson President, IoT | 2023 | 510,616 | – | 799,997 | 365,6157 | 15,442 | 1,691,671 | | | 2022 | 413,699 | 38,888 | 3,780,874 | 135,5078 | 4,808 | 4,373,775 | | Phil Kurtz Chief Legal Officer and Corporate Secretary | 2023 | 306,231 | – | 1,032,027 | 39,598 | 13,940 | 1,391,796 | | | 2022 | 264,645 | 33,081 | 96,975 | 6,616 | 12,113 | 413,430 | | | 2021 | 248,459 | – | 72,249 | 55,854 | 3,345 | 379,906 |

  16. Summary Compensation Table

    1 Other than as noted below, all compensation paid in Canadian dollars to Messrs. Rai and Kurtz was converted to U.S. dollars using the Bank of Canada average rate of $1.00 = CDN $1.3344 for Fiscal 2021, $1.00 = CDN $1.2528 for Fiscal 2022 and $1.00 = CDN $1.3135 for Fiscal 2023. 2 Fiscal 2021 covers the period from March 1, 2020 to February 28, 2021, inclusive, Fiscal 2022 covers the period from March 1, 2021 to February 28, 2022, inclusive and Fiscal 2023 covers the period from March 1, 2022 to February 28, 2023, inclusive. 3 Amounts in this column paid or made payable in respect of Fiscal 2021, Fiscal 2022 and Fiscal 2023 include the Chen Cash Bonus, the discretionary portion of VIP awards for Messrs. Rai, Eriksson and Kurtz in respect of Fiscal 2022, guaranteed VIP and SIP awards in respect of Fiscal 2022 for Mr. Giamatteo pursuant to his employment agreement and a merit lump sum payment for Mr. Kurtz in respect of Fiscal 2022. 4 TBRSU awards granted in Fiscal 2023 were valued using the fair market value of Common Shares on the NYSE of $5.75 on June 24, 2022, $4.99 on September 28, 2022 and $3.52 on January 6, 2023, as applicable. The calculated fair value of the PBRSUs granted in Fiscal 2023 was assumed to be, and accounted for, at market price at the date of grant. These values were determined under the principles used to calculate the grant date fair value of equity awards for purposes of the Company’s financial statements. This column reflects the value of the target award granted in respect of the PBRSUs based on the determination that performance at target would be the probable outcome of the performance condition. The grant date fair value calculated based on performance at the maximum award level for the PBRSUs granted in Fiscal 2023 would be $959,079 for Mr. Rai, $1,874,991 for Mr. Giamatteo, $999,993 for Mr. Eriksson and $1,241,046 for Mr. Kurtz. 5 Amount includes both Fiscal 2023 VIP of $13,984 and Fiscal 2023 SIP of $249,924 for Mr. Giamatteo. 6 Amount includes both Fiscal 2022 VIP of $114,583 and Fiscal 2022 SIP of $114,583 for Mr. Giamatteo. 7 Amount includes both Fiscal 2023 VIP of $163,254 and Fiscal 2023 SIP of $202,361 for Mr. Eriksson. 8 Amount includes both Fiscal 2022 VIP of $2,482 and Fiscal 2022 SIP of $133,025 for Mr. Eriksson. 9 Amounts in this column include Company contributions to retirement savings plans for each NEO during Fiscal 2021, Fiscal 2022 and Fiscal 2023 in connection with the NEO's participation in the Group RRSP or 401(k) Plan, in addition to wellness reimbursements and Bring-Your-Own-Phone (BYOP) device reimbursements for each of these respective years.

  17. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table provides information on VIP, SIP and equity awards granted in Fiscal 2023 to each NEO:

  18. Grants of Plan-Based Awards Table

    | Name | Grant Date in Fiscal 2023 | Approval Date in Fiscal 2023 | Description | Estimated Future Payouts under Non-Equity Incentive Plan Awards1 | | | Estimated Future Payouts under Equity Incentive Plan Awards2 | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($) | | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Steve Rai | | | FY2023 VIP | 21,526 | 430,510 | 602,283 | – | – | – | – | – | | | January 6 | December 20 | TBRSUs | – | – | – | – | – | – | 106,534 | 383,633 | | | January 6 | December 20 | PBRSUs | – | – | – | 4,261 | 106,534 | 159,800 | – | 383,633 | | John Giamatteo | | | FY2023 VIP | 13,984 | 279,671 | 391,540 | – | – | – | – | – | | | | | FY2023 SIP | 0 | 279,671 | N/A3 | – | – | – | – | – | | | January 6 | December 20 | TBRSUs | – | – | – | – | – | – | 213,068 | 749,999 | | | January 6 | December 20 | PBRSUs | – | – | – | 8,522 | 213,068 | 319,600 | – | 749,999 | | Mattias Eriksson | | | FY2023 VIP | 10,206 | 204,123 | 285,773 | – | – | – | – | – | | | | | FY2023 SIP | 0 | 204,123 | N/A3 | | | | | | | | January 6 | December 20 | TBRSUs | – | – | – | – | – | – | 113,636 | 399,999 | | | January 6 | December 20 | PBRSUs | – | – | – | 4,545 | 113,636 | 170,453 | – | 399,999 | | Phil Kurtz | | | FY2023 VIP | 10,280 | 205,594 | 287,626 | – | – | – | – | – | | | June 24 | June 23 | TBRSUs | – | – | – | – | – | – | 34,782 | 195,953 | | | September 28 | September 27 | TBRSUs | – | – | – | – | – | – | 80,160 | 418,037 | | | September 28 | September 27 | PBRSUs | – | – | – | 3,206 | 80,160 | 120,240 | – | 418,037 |

  19. Grants of Plan-Based Awards Table

    1 Non-equity incentive plan awards are short-term incentives that may be earned under the Fiscal 2023 VIP and SIP. 2 For PBRSUs granted in Fiscal 2023, NEOs may earn 10% of the target award upon attainment of threshold performance and up to 150% of the target award upon attainment of maximum performance. 3 There was no payout maximum for the Fiscal 2023 SIP for Messrs. Giamatteo and Eriksson, although the payout was limited by the performance of the Company.

  20. Outstanding Equity Awards at Fiscal Year-End Table

    Outstanding Equity Awards at Fiscal Year-End Table The following table provides a summary of the outstanding equity awards for each of the NEOs and the amounts reflected were valued using the NYSE closing price of the Common Shares as of February 28, 2023 of $3.88:

  21. Outstanding Equity Awards at Fiscal Year-End Table

    | Name | Grant Date | Number of Shares or Units of Shares That Have Not Vested (#)1 | Market Value of Shares or Units of Shares That Have Not Vested ($) | Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)2 | Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | John Chen | April 10, 2018 | 1,000,000 | 3,880,000 | 2,000,000 | 7,760,000 | | Steve Rai | January 6, 2023 | 106,534 | 413,352 | 106,534 | 413,352 | | | February 1, 2022 | 28,459 | 110,421 | 4,871 | 18,899 | | | December 21, 2020 | 11,720 | 45,474 | 10,549 | 40,930 | | John Giamatteo | January 6, 2023 | 213,068 | 826,704 | 213,068 | 826,704 | | | February 1, 2022 | 213,446 | 828,170 | - | - | | Mattias Eriksson | January 6, 2023 | 113,636 | 440,908 | 113,636 | 440,908 | | | February 1, 2022 | 32,016 | 124,222 | 5,479 | 21,259 | | | June 28, 2021 | 78,124 | 303,121 | 128,905 | 500,151 | | Phil Kurtz | September 28, 2022 | 80,160 | 311,021 | 80,160 | 311,021 | | | June 24, 2022 | 34,782 | 134,954 | - | - | | | February 1, 2022 | 3,912 | 15,179 | 670 | 2,600 | | | December 21, 2020 | 1,758 | 6,821 | 1,583 | 6,142 |

  22. Outstanding Equity Awards at Fiscal Year-End Table

    1 The following table provides the vesting schedules, as of February 28, 2023, for TBRSUs and for PBRSUs in respect of which the performance period is complete but the units remain unvested:

  23. Outstanding Equity Awards at Fiscal Year-End Table

    | Grant Date | Outstanding Vesting Dates | | January 6, 2023 | TBRSUs vesting 1/3 January 3, 2024, 1/3 January 3, 2025 and 1/3 January 3, 2026 | | September 28, 2022 | TBRSUs vesting 1/3 September 28, 2023, 1/3 September 28, 2024 and 1/3 September 28, 2025 | | June 24, 2022 | TBRSUs vesting June 24, 2025 | | February 1, 2022 | TBRSUs vesting 1/2 January 3, 2024 and 1/2 January 3, 2025; PBRSUs vesting January 3, 2025 | | June 28, 2021 | TBRSUs vesting 1/2 June 28, 2023 and 1/2 June 28, 2024; PBRSUs vesting June 28, 2024 | | December 21, 2020 | TBRSUs and PBRSUs vesting December 21, 2023 | | April 10, 2018 | TBRSUs and PBRSUs vesting November 3, 2023 |

  24. Outstanding Equity Awards at Fiscal Year-End Table

    During Fiscal 2023, the performance period ended with respect to PBRSUs granted in Fiscal 2022. PBRSUs granted to Mr. Eriksson on June 28, 2021 achieved 110% of target, PBRSUs granted to Messrs. Rai, Eriksson and Kurtz on February 1, 2022 achieved 11% of target and PBRSUs granted to Mr. Giamatteo on February 1, 2022 achieved 0% of target. A portion of the PBRSUs granted in Fiscal 2022 reflecting this achievement have been earned but not vested, and the balance of such PBRSUs have been forfeited. 2 Unearned PBRSUs are based on target achievement. The following table provides the vesting schedules for unearned PBRSUs with outstanding vesting dates as of February 28, 2023:

  25. Outstanding Equity Awards at Fiscal Year-End Table

    | Grant Date | Outstanding Vesting Dates | | January 6, 2023 | Vesting January 6, 2026 | | September 28, 2022 | Vesting September 28, 2025 | | April 10, 2018 | Vesting annually through to November 3, 2023 |

  26. Options Exercised and Stock Vested during Fiscal 2023

    Options Exercised and Stock Vested during Fiscal 2023 The following table provides a summary of the value of RSUs that vested during Fiscal 2023. None of the NEOs held Company stock options during Fiscal 2023.

  27. Options Exercised and Stock Vested during Fiscal 2023

    | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)1 | | John Chen | 1,000,000 | 4,270,000 | | Steve Rai | 54,958 | 241,932 | | John Giamatteo | 106,724 | 353,256 | | Mattias Eriksson | 55,072 | 277,211 | | Phil Kurtz | 6,767 | 28,588 |

  28. Options Exercised and Stock Vested during Fiscal 2023

    1 RSUs were valued using the fair market value of Common Shares on the vesting date. RSUs held by Messrs. Chen, Giamatteo and Eriksson were valued using the fair market value on the NYSE while RSUs held by Messrs. Rai and Kurtz were valued using the fair market value on the TSX and converted to U.S. dollars using the Bank of Canada closing rate on the day of vest (April 1, 2022 of $1.00 = CDN $1.2512, September 25, 2022 of $1.00 = CDN $1.3570, December 21, 2022 of $1.00 = CDN $1.3612 and January 3, 2023 of $1.00 = CDN $1.3658). During Fiscal 2023, the three-year performance period expired with respect to PBRSUs that were granted to Messrs. Rai and Kurtz during Fiscal 2020. Based on the achievement of the Company for the performance period, none of such PBRSUs held by Messrs. Rai and Kurtz vested and all such PBRSUs were forfeited.

  29. H. CEO Pay Ratio

    H. CEO Pay Ratio For Fiscal 2023, the annual total compensation of the Company’s Executive Chair and Chief Executive Officer, Mr. Chen, was $3,015,850 and the total compensation of the Company’s median employee was $104,174, and the ratio of these amounts is approximately 29:1. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the U.S. Exchange Act. To determine median employee compensation, the Company analyzed all of its employees using base salary, bonuses, commissions and the grant date fair value of equity awards in Fiscal 2023. The Company applied this measure to the Company’s global employee population as of February 28, 2023, the last day of Fiscal 2023, and annualized compensation for regular employees that did not work for the full year. After identifying the median employee, the Company calculated annual total compensation for the median employee according to the methodology used to report the annual compensation of our NEOs in the Summary Compensation Table on page 37. Compensation amounts were determined from the Company’s human resources and payroll systems of record. Payments not made in U.S. dollars were converted to U.S. dollars using applicable exchange rates as of February 28, 2023.

  30. PAY FOR PERFORMANCE

    | Fiscal Year | Summary Compensation Table Total for PEO1 | Compensation Actually Paid to PEO2 | Average Summary Compensation Table Total for Non-PEO NEOs3, 4 | Average Compensation Actually Paid to Non PEO NEOs2, 3 | Value of Initial Fixed $100 Investment Based On: | | Net Income7 (Millions) | Compensation Selected Measure (Revenue)7 (Millions) | | | | | | | Total Shareholder Return5 | Peer Group Total Shareholder Return6 | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $3,015,850 | ($15,424,150) | $1,676,613 | $1,108,219 | $75.05 | $124.34 | ($734) | $656 | | 2022 | $3,017,877 | ($43,182,123) | $3,128,467 | $3,572,235 | $132.88 | $129.90 | $12 | $718 | | 2021 | $3,006,608 | $36,376,608 | $3,146,625 | $11,502,635 | $194.39 | $111.05 | ($1,104) | $893 |

  31. Reconciliation of Summary Compensation Table Totals to Compensation Actually Paid

    Reconciliation of Summary Compensation Table Totals to Compensation Actually Paid In accordance with SEC rules, the following adjustments were made to the Summary Compensation Table total compensation to determine the Compensation Actually Paid for the PEO and average non-PEO NEO for each year:

  32. Reconciliation of Summary Compensation Table Totals to Compensation Actually Paid

    | | Chen FY2023 | Chen FY2022 | Chen FY2021 | Non-PEO NEO Average FY2023 | Non-PEO NEO Average FY2022 | Non-PEO NEO Average FY2021 | | Summary Compensation Table Total Compensation | $3,015,850 | $3,017,877 | $3,006,608 | $1,676,613 | $3,128,467 | $3,146,625 | | (Minus) total reported fair value of all equity awards granted in year | $0 | $0 | $0 | ($1,024,822) | ($2,536,926) | ($2,532,909) | | Plus fair value as of year-end of equity awards granted in year and outstanding and unvested as of year-end | $0 | $0 | $0 | $1,029,731 | $1,910,152 | $5,382,283 | | Plus or (Minus) year-over-year change, as of year-end, in fair value of awards granted in prior years and outstanding and unvested as of year-end | ($15,840,000) | ($52,920,000) | $33,870,000 | ($420,544) | $1,074,076 | $5,522,024 | | Plus or (Minus) year-over-year change, as of year-end, in fair value of awards that vested in the year | ($2,600,000) | $6,720,000 | ($500,000) | ($152,758) | ($3,534) | ($15,388) | | Total Compensation Actually Paid | ($15,424,150) | ($43,182,123) | $36,376,608 | $1,108,219 | $3,572,235 | $11,502,635 |

  33. Reconciliation of Summary Compensation Table Totals to Compensation Actually Paid

    All fair values were determined using the closing price of the Common Shares on the NYSE as of the date of grant or vesting, as applicable.

  34. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  35. Director Compensation Table

    Director Compensation Table Set out below are amounts earned by the non-officer directors in respect of membership on the Board and its committees in Fiscal 2023, 100% of which were paid in DSUs. No other compensation is payable to such directors, other than the reimbursement of expenses.

  36. Director Compensation Table

    | Name | Total Fees Earned1 | | Michael Daniels2 | $220,784 | | Timothy Dattels | $205,558 | | Lisa Disbrow3 | $224,591 | | Richard Lynch | $205,558 | | Laurie Smaldone Alsup | $205,558 | | Barbara Stymiest4 | $63,678 | | V. Prem Watsa | $205,558 | | Wayne Wouters | $205,558 |

  37. Director Compensation Table

    1 Director fees are earned in Canadian dollars and have been converted to U.S. dollars using the Bank of Canada average rate of $1 = CDN $1.3135 for Fiscal 2023. 2 Mr. Daniels’ “Total Fees Earned” includes $15,226 on account of his position as Chair of the CNG Committee. 3 Ms. Disbrow’s “Total Fees Earned” includes $19,033 on account of her position as Chair of the Audit and Risk Management Committee. 4 Ms. Stymiest ceased to be a director as of the Company’s June 23, 2022 annual and special meeting.

  38. INDEBTEDNESS OF DIRECTORS AND OFFICERS

    INDEBTEDNESS OF DIRECTORS AND OFFICERS As at the Record Date, there was no indebtedness owing to the Company or any of its subsidiaries by any directors, executive officers, employees or former directors, executive officers or employees of the Company or any of its subsidiaries. In addition, no director or executive officer, proposed nominee for election as a director of the Company, or any associate of any director, executive officer or proposed nominee was indebted to the Company in Fiscal 2023.