DEF 14A of Blackberry Ltd, May 13, 2024

DEF 14A of Blackberry Ltd

Filed May 13, 2024 · FY20240001070235-24-000066

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. Ms. O’Neill is a proposed nominee for election as a new director and, as a result, the number of directors to be elected at the Meeting has been fixed by the Board at seven. The Board has experienced significant renewal during the past year: four of the eight directors elected by shareholders at the annual meeting of shareholders in 2023 are no longer on the Board or not standing for re-election, and three of the seven proposed director nominees are on the ballot at the Meeting for the first time. The Compensation, Nomination and Governance Committee (the “CNG Committee”) of the Board worked with a leading global executive search firm to identify Ms. O’Neill as a nominee for election. The CNG Committee continues to search for one or more suitable candidates to serve on the Board, taking into consideration applicable stock exchange 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 identification of an additional female candidate, to increase the representation of women on the Board from 29% to 38%. 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

    | | Brace | Daniels | Disbrow | Giamatteo | Lynch | O’Neill | Wouters | | Cybersecurity | | ✓ | ✓ | ✓ | | | | | Executive Leadership | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Finance and Accounting | | | ✓ | ✓ | | ✓ | ✓ | | Government/Regulatory | | ✓ | ✓ | | | | ✓ | | International Business | ✓ | ✓ | | ✓ | | | ✓ | | Public Company Governance | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | | Risk Management | | | ✓ | | | ✓ | ✓ | | Technology and Innovation | ✓ | ✓ | ✓ | ✓ | ✓ | | | | Gender Identity | M | M | F | M | M | F | M |

  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 NYSE on the Record Date, which was $2.93 per Common Share.2

  4. 2. Election of Directors

    | Philip Brace, California, United States (Independent Director) | | | | | | | | | | | | Mr. Brace, 53, has served as a director of the Company and as a member of the CNG Committee since February 2024. He served as President and Chief Executive Officer of Sierra Wireless Inc. from 2021 until its acquisition by Semtech Corporation in 2023. From 2019 to 2021, he served as Executive Vice President at Veritas Technologies and, prior to that, as President of Seagate Technology’s Cloud Systems and Electronic Solutions, Executive Vice President at LSI Corporation, and General Manager at Intel Corporation. Mr. Brace serves as a director of Lantronix Inc. and Inseego Corp. He holds a bachelor’s degree in applied science degree in computer engineering from the University of Waterloo and a master’s degree in electrical engineering from California State University, Sacramento. He has also participated in the Stanford University Directors’ Consortium. | | | | | | | | Board/Committee Membership | | | Attendance | | Public Board Membership in Past Five Years & Interlock | | | | | | | | | | Name of Issuer | | Period of Service | | | Mr. Brace was appointed to the Board and to the CNG Committee on February 8, 2024. There were no meetings of the Board or of the CNG Committee between that date and the end of Fiscal 2024. | | | | | Current Boards Lantronix Inc. Inseego Corp. Other Boards in Past 5 Years Sierra Wireless Inc. Board Interlock None | | 2023 - current 2023 - current 2021 - 2023 | | | Securities Held | | | | | | | | | | | Common Shares (#) | | | DSUs (#) | | Total Common Shares/DSUs (#) | | Total value of Common Shares/DSUs | | As of the Record Date | 35,000 | | | 43,768 | | 78,768 | | $230,790 | | Annual Meeting Voting Results | | | | | | | | | | Year | Votes For | | | % of Votes For | | Votes Withheld | | % of Votes Withheld | | 2023 | N/A | | | N/A | | N/A | | N/A |

  5. 2. Election of Directors

    | Michael A. Daniels, Colorado, United States (Independent Director) | | | | | | | | | | | | Mr. Daniels, 78, 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 | | | 14/15 | | 93% | 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 | | | 18/19 | | 95% | | | | | Securities Held | | | | | | | | | | | Common Shares (#) | | | DSUs (#) | | | Total Common Shares/DSUs (#) | Total value of Common Shares/DSUs | | As of the Record Date | 26,077 | | | 288,051 | | | 314,128 | $920,395 | | Annual Meeting Voting Results | | | | | | | | | | Year | Votes For | | | % of Votes For | | | Votes Withheld | % of Votes Withheld | | 2023 | 194,613,306 | | | 76.82% | | | 58,726,180 | 23.18% |

  6. 2. Election of Directors

    | Lisa Disbrow, Virginia, United States (Independent Director) | | | | | | | | | | | | | Ms. Disbrow, 61, 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 currently serves on the President’s Export Council and is a Commissioner on the Congressional Planning, Programming, Budgeting and Execution Reform Commission. Ms. Disbrow 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, she 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, Ms. Disbrow served as the Senate-confirmed Under Secretary of the United States Air Force. She 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. Ms. Disbrow retired from the Air Force in 2008 as a colonel after 23 years of active and reserve duty. 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. | | | | | | | | | Board/Committee Membership | | | Attendance | | | Public Board Membership in Past Five Years & Interlock | | | | | | | | | | | Name of Issuer | | | Period of Service | | Board | | | 15/15 | | 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 | | | 5/5 | | 100% | | | | | | Overall attendance | | | 20/20 | | 100% | | | | | | Securities Held | | | | | | | | | | | | Common Shares (#) | | | DSUs (#) | | | Total Common Shares/DSUs (#) | | Total value of Common Shares/DSUs | | As of the Record Date | - | | | 193,526 | | | 193,526 | | $567,031 | | Annual Meeting Voting Results | | | | | | | | | | | Year | Votes For | | | % of Votes For | | | | Votes Withheld | % of Votes Withheld | | 2023 | 239,873,532 | | | 94.68% | | | | 13,465,955 | 5.32% |

  7. 2. Election of Directors

    | John J. Giamatteo, Texas, United States (Non-Independent Director) | | | | | | | | | | | | Mr. Giamatteo, 57, has served as a director of the Company and as Chief Executive Officer since December 2023. He has also been President of the Company’s Cybersecurity business unit since October 2021, prior to which he served as President and Chief Revenue Officer at McAfee Corp. Previously, Mr. Giamatteo served as Chief Operating Officer at AVG Technologies and held senior leadership positions with Solera Holdings, RealNetworks, Inc. and Nortel Corporation. He holds a bachelor’s degree in accounting and an MBA from St. John’s University. | | | | | | | | Board/Committee Membership | | | Attendance | | | Public Board Membership in Past Five Years & Interlock | | | | | | | | | | Name of Issuer | | Period of Service | | Board1 | | | 2/2 | | 100% | Current Boards None Other Boards in Past 5 Years None Board Interlock None | | | | Overall attendance | | | 2/2 | | 100% | | | | | Securities Held | | | | | | | | | | | Common Shares (#) | | | DSUs (#)2 | | | Total Common Shares/DSUs (#) | Total value of Common Shares/DSUs | | As of the Record Date | 206,090 | | | - | | | 206,090 | $603,843 | | Annual Meeting Voting Results | | | | | | | | | | Year | Votes For | | | % of Votes For | | | Votes Withheld | % of Votes Withheld | | 2023 | N/A | | | N/A | | | N/A | N/A |

  8. 2. Election of Directors

    1 Mr. Giamatteo’s attendance reflects his appointment to the Board on December 11, 2023, after which there were two meetings of the Board in Fiscal 2024. 2 Directors who are also officers of the Company are not compensated for Board service and do not receive DSUs. Mr. Giamatteo is the only director who is also an officer of the Company. This table does not reflect restricted share unit information for Mr. Giamatteo, which is reported under “Executive Compensation – F. Executive Compensation Tables” in this Management Proxy Circular.

  9. 2. Election of Directors

    | Richard Lynch, Massachusetts, United States (Independent Director) | | | | | | | | | | | | | Mr. Lynch, 75, has served as a director of the Company since February 2013 and as Chair of the Board since November 2023. He also serves on the CNG Committee and acted as Interim Chief Executive Officer of the Company from November 2023 to December 2023. 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. Previously, 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. 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. | | | | | | | | | Board/Committee Membership | | | Attendance | | | Public Board Membership in Past Five Years & Interlock | | | | | | | | | | | Name of Issuer | | | Period of Service | | Board | | | 15/15 | | 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 Committee1 | | | 3/3 | | 100% | | | | | | Overall attendance | | | 18/18 | | 100% | | | | | | Securities Held | | | | | | | | | | | | Common Shares (#) | | | DSUs (#) | | | Total Common Shares/DSUs (#) | | Total value of Common Shares/DSUs | | As of the Record Date | - | | | 323,721 | | | 323,721 | | $948,503 | | Annual Meeting Voting Results | | | | | | | | | | | Year | Votes For | | | % of Votes For | | | | Votes Withheld | % of Votes Withheld | | 2023 | 221,534,719 | | | 87.45% | | | | 31,804,768 | 12.55% |

  10. 2. Election of Directors

    1 Mr. Lynch’s attendance reflects that he was a member of the CNG Committee until December 11, 2023, prior to which there were three meetings of the CNG Committee in Fiscal 2024. Mr. Lynch resigned from the CNG Committee in connection with his appointment as Board Chair and was re-appointed to the CNG Committee on March 15, 2024, after the end of Fiscal 2024.

  11. 2. Election of Directors

    | Lori O’Neill, Ontario, Canada (Independent Director) | | | | | | | | | | | Ms. O’Neill, 58, is a nominee for election as a director at the Meeting. She is a FCPA, FCA, corporate director and independent financial consultant and currently serves on the boards of Constellation Software Inc. and Calian Group Ltd. Ms. O’Neill has served as a director of numerous public and private technology companies, Crown corporations and non-profit organizations. Previously, Ms. O’Neill was a leader in the Canadian national technology, media and communications audit practice at Deloitte LLP, where she served for 24 years. She has an honours bachelor of commerce degree from Carleton University and is a holder of the CPA, CA designation, the U.S. CPA designation and the ICD.D designation from the Institute of Corporate Directors. | | | | | | | Board/Committee Membership | | | Attendance | | Public Board Membership in Past Five Years & Interlock | | | | | | | | | Name of Issuer | | Period of Service | | Ms. O’Neill is standing for election at the Meeting and has not been appointed to the Board as of the Record Date. | | | | | Current Boards Constellation Software Inc. Calian Group Ltd. Other Boards in Past 5 Years Sierra Wireless Inc. Flow Beverage Corp. Board Interlock None | | 2018 - present 2023 - present 2019 - 2022 2021 - 2022 | | Securities Held | | | | | | | | | | Common Shares (#) | | | DSUs (#) | | Total Common Shares/DSUs (#) | Total value of Common Shares/DSUs | | As of the Record Date | - | | | - | | - | - | | Annual Meeting Voting Results | | | | | | | | | Year | Votes For | | | % of Votes For | | Votes Withheld | % of Votes Withheld | | 2023 | N/A | | | N/A | | N/A | N/A |

  12. 2. Election of Directors

    | Wayne Wouters, British Columbia, Canada (Independent Director) | | | | | | | | | | | | The Hon. Wayne Wouters, PC, OC, 73, has served as a director of the Company and as a member of the Audit and Risk Management Committee since October 2015. He is a Strategic and Policy Advisor to McCarthy Tétrault LLP, a director of Canadian Utilities Limited and Foran Mining Corporation, and a former director of Champion Iron Limited. 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. 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. | | | | | | | | Board/Committee Membership | | | Attendance | | | Public Board Membership in Past Five Years & Interlock | | | | | | | | | | Name of Issuer | | Period of Service | | Board | | | 15/15 | | 100% | Current Boards Champion Iron Limited Canadian Utilities Limited Foran Mining Corporation Other Boards in Past 5 Years None Board Interlock None | | 2016 - 2023 2019 - current 2021 - current | | Audit and Risk Management Committee | | | 5/5 | | 100% | | | | | Overall attendance | | | 20/20 | | 100% | | | | | Securities Held | | | | | | | | | | | Common Shares (#) | | | DSUs (#) | | | Total Common Shares/DSUs (#) | Total value of Common Shares/DSUs | | As of the Record Date | - | | | 262,033 | | | 262,033 | $767,757 | | Annual Meeting Voting Results | | | | | | | | | | Year | Votes For | | | % of Votes For | | | Votes Withheld | % of Votes Withheld | | 2023 | 240,118,843 | | | 94.78% | | | 13,220,646 | 5.22% |

  13. 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 2024, Fiscal 2023 and Fiscal 2022.

  14. Summary Compensation Table

    | Summary Compensation Table1 | | | | | | | | | Name and Principal Position | Year2 | Salary ($) | Bonus3, 4 ($) | Equity Awards5 ($) | Non-equity Incentive Plan Compensation ($) | All Other Compensation 6 ($) | Total ($) | | John Giamatteo Chief Executive Officer and President, Cybersecurity | 2024 | 600,328 | – | 7,499,993 | 304,0867 | 12,926 | 8,417,333 | | | 2023 | 559,342 | – | 1,499,999 | 263,9088 | 7,573 | 2,330,822 | | | 2022 | 223,014 | 229,1669 | 5,205,964 | – | 1,421 | 5,659,565 | | John Chen Former Executive Chair and Chief Executive Officer10 | 2024 | 677,596 | 1,355,191 | – | – | 8,808 | 2,041,594 | | | 2023 | 1,000,000 | 2,000,000 | – | – | 15,850 | 3,015,850 | | | 2022 | 1,000,000 | 2,000,000 | – | – | 17,877 | 3,017,877 | | Richard Lynch Board Chair and Former Interim Chief Executive Officer11 | 2024 | – | – | 25,00012 | – | 218,01013 | 243,010 | | Steve Rai Chief Financial Officer | 2024 | 444,428 | 360,000 | 692,335 | 240,928 | 11,160 | 1,748,851 | | | 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 | | Mattias Eriksson President, IoT | 2024 | 525,000 | – | 799,999 | 219,49214 | 16,500 | 1,560,991 | | | 2023 | 510,616 | – | 799,997 | 365,61515 | 15,442 | 1,691,671 | | | 2022 | 413,699 | 38,888 | 3,780,874 | 135,50716 | 4,808 | 4,373,775 | | Marjorie Dickman Chief Government Affairs and Public Policy Officer | 2024 | 430,560 | – | 299,995 | 233,409 | 16,800 | 980,764 | | | 2023 | 422,183 | – | 324,995 | 81,312 | 15,662 | 844,152 | | | 2022 | 407,014 | 81,403 | 303,672 | 20,351 | 17,200 | 829,638 | | Phil Kurtz Chief Legal Officer and Corporate Secretary | 2024 | 326,951 | 200,000 | 395,623 | 132,931 | 11,444 | 1,066,950 | | | 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 |

  15. 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 $1.2528 for Fiscal 2022, $1.00 = CDN $1.3135 for Fiscal 2023 and $1.00 = CDN $1.3500 for Fiscal 2024. 2 Fiscal 2022 covers the period from March 1, 2021 to February 28, 2022, inclusive, Fiscal 2023 covers the period from March 1, 2022 to February 28, 2023, inclusive and Fiscal 2024 covers the period from March 1, 2023 to February 29, 2024, inclusive. 3 Amounts in this column paid or made payable in respect of Fiscal 2022, Fiscal 2023 and Fiscal 2024 include the Chen Cash Bonus, the discretionary portion of VIP awards for Messrs. Rai, Eriksson and Kurtz and Ms. Dickman in respect of Fiscal 2022, guaranteed VIP and SIP awards in respect of Fiscal 2022 for Mr. Giamatteo pursuant to his initial employment agreement as President, Cybersecurity dated August 4, 2021 (the “2021 Giamatteo Agreement”), and a merit lump sum payment for Mr. Kurtz in respect of Fiscal 2022. 4 Amounts in this column include discretionary awards provided to Messrs. Rai and Kurtz in recognition for their contributions towards the Malikie Patent Sale completed in Fiscal 2024. These awards in the amount of $360,000 and $200,000, respectively, were paid in the first quarter of Fiscal 2025. 5 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, $3.52 on January 6, 2023, and $3.43 on January 2, 2024, as applicable. The calculated fair value of the PBRSUs granted in Fiscal 2024 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 2024 would be $9,524,987 for Mr. Giamatteo, $865,419 for Mr. Rai, $999,996 for Mr. Eriksson, $374,992 for Ms. Dickman and $494,527 for Mr. Kurtz. 6 Amounts in this column include Company contributions to retirement savings plans for each NEO during Fiscal 2022, Fiscal 2023 and Fiscal 2024 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. 7 Amount includes both Fiscal 2024 VIP of $60,033 and Fiscal 2024 SIP of $244,053 for Mr. Giamatteo. 8 Amount includes both Fiscal 2023 VIP of $13,984 and Fiscal 2023 SIP of $249,924 for Mr. Giamatteo. 9 Amount includes both Fiscal 2022 VIP of $114,583 and Fiscal 2022 SIP of $114,583 for Mr. Giamatteo, which were previously guaranteed pursuant to the 2021 Giamatteo Agreement. 10 Mr. Chen retired as Executive Chair and Chief Executive Officer effective November 4, 2023. 11 Richard Lynch served as Interim Chief Executive Officer from November 4, 2023 to December 11, 2023. 12 Amount represents grant date value of the DSU award that Mr. Lynch received for his services as Interim Chief Executive Officer. 13 Amount represents compensation paid in DSU awards to Mr. Lynch for his service as a director and Board Chair in Fiscal 2024. 14 Amount includes both Fiscal 2024 VIP of $42,000 and Fiscal 2024 SIP of $177,492 for Mr. Eriksson. 15 Amount includes both Fiscal 2023 VIP of $163,254 and Fiscal 2023 SIP of $202,361 for Mr. Eriksson. 16 Amount includes both Fiscal 2022 VIP of $2,482 and Fiscal 2022 SIP of $133,025 for Mr. Eriksson.

  16. 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 2024 to each NEO who received any such awards:

  17. Grants of Plan-Based Awards Table

    | Name | Grant Date in Fiscal 2024 | Approval Date in Fiscal 2024 | 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 (#) | | | | John Giamatteo | | | FY2024 VIP | 15,008 | 300,164 | 420,230 | – | – | – | – | – | | | | | FY2024 SIP | 0 | 300,164 | 900,492 | – | – | – | – | – | | | January 2 | December 20 | TBRSUs3 | – | – | – | – | – | – | 787,172 | 2,700,000 | | | January 2 | December 20 | PBRSUs3 | – | – | – | 72,157 | 962,099 | 1,443,148 | – | 3,300,000 | | | January 2 | December 20 | TBRSUs4 | – | – | – | – | – | – | 218,658 | 749,997 | | | January 2 | December 20 | PBRSUs4 | – | – | – | 16,399 | 218,658 | 327,986 | – | 749,997 | | Richard Lynch5 | February 29 | | DSUs | – | – | – | – | – | – | 22,698 | 63,889 | | | January 2 | December 20 | DSUs | – | – | – | – | – | – | 7,288 | 25,000 | | | November 30 | | DSUs | – | – | – | – | – | – | 14,672 | 54,121 | | | August 31 | | DSUs | – | – | – | – | – | – | 8,952 | 50,000 | | | May 31 | | DSUs | – | – | – | – | – | – | 9,259 | 50,000 | | Steve Rai | | | FY2024 VIP | 22,221 | 444,428 | 644,421 | – | – | – | – | – | | | January 2 | December 20 | TBRSUs | – | – | – | – | – | – | 102,040 | 346,167 | | | January 2 | December 20 | PBRSUs | – | – | – | 7,653 | 102,040 | 153,060 | – | 346,167 | | Mattias Eriksson | | | FY2024 VIP | 10,500 | 210,000 | 294,000 | – | – | – | – | – | | | | | FY2024 SIP | 0 | 210,000 | N/A6 | – | – | – | – | – | | | January 2 | December 20 | TBRSUs | – | – | – | – | – | – | 116,618 | 400,000 | | | January 2 | December 20 | PBRSUs | – | – | – | 8,746 | 116,618 | 174,926 | – | 400,000 | | Marjorie Dickman | | | FY2024 VIP | 21,528 | 430,560 | 624,312 | – | – | – | – | – | | | January 2 | December 20 | TBRSUs | – | – | – | – | – | – | 43,731 | 149,997 | | | January 2 | December 20 | PBRSUs | – | – | – | 3,279 | 43,731 | 65,596 | – | 149,997 | | Phil Kurtz | | | FY2024 VIP | 12,261 | 245,213 | 355,559 | – | – | – | – | – | | | January 2 | December 20 | TBRSUs | – | – | – | – | – | – | 58,309 | 197,811 | | | January 2 | December 20 | PBRSUs | – | – | – | 4,373 | 58,309 | 87,463 | – | 197,811 |

  18. Grants of Plan-Based Awards Table

    1 Non-equity incentive plan awards are short-term incentives that may be earned under the Fiscal 2024 VIP and SIP. 2 For PBRSUs granted in Fiscal 2024, NEOs may earn 7.5% of the target award upon attainment of minimum threshold performance and up to 150% of the target award upon attainment of maximum performance. 3 This grant represented a promotion award to Mr. Giamatteo in recognition of his promotion to Chief Executive Officer. 4 This grant represented an annual long-term incentive award made to Mr. Giamatteo pursuant to the 2021 Giamatteo Agreement. 5 Mr. Lynch received an award of 7,288 DSUs on January 2, 2024 for his service as Interim Chief Executive Officer. The other DSU awards were granted for his service as a director and Board Chair in Fiscal 2024. 6 There was no payout maximum for the Fiscal 2024 SIP for Mr. Eriksson, although the payout was limited by the performance of the Company.

  19. 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 29, 2024 of $2.78:

  20. 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 Giamatteo | January 2, 2024 | 787,172 | 2,188,338 | 962,099 | 2,674,635 | | | January 2, 2024 | 218,658 | 607,869 | 218,658 | 607,869 | | | January 6, 2023 | 142,045 | 394,885 | 213,068 | 592,329 | | | February 1, 2022 | 106,723 | 296,690 | - | - | | Steve Rai | January 2, 2024 | 102,040 | 283,671 | 102,040 | 283,671 | | | January 6, 2023 | 71,022 | 197,441 | 106,534 | 296,165 | | | February 1, 2022 | 14,229 | 39,557 | 4,871 | 13,541 | | Mattias Eriksson | January 2, 2024 | 116,618 | 324,198 | 116,618 | 324,198 | | | January 6, 2023 | 75,757 | 210,604 | 113,636 | 315,908 | | | February 1, 2022 | 16,008 | 44,502 | 5,479 | 15,232 | | | June 28, 2021 | 39,062 | 108,592 | 129,069 | 358,812 | | Marjorie Dickman | January 2, 2024 | 43,731 | 121,572 | 43,731 | 121,572 | | | January 6, 2023 | 30,776 | 85,557 | 46,164 | 128,336 | | | February 2, 2022 | 6,225 | 17,306 | 2,131 | 5,924 | | Phil Kurtz | January 2, 2024 | 58,309 | 162,099 | 58,309 | 162,099 | | | September 28, 2022 | 53,440 | 148,563 | 80,160 | 222,844 | | | June 24, 2022 | 34,782 | 96,694 | - | - | | | February 1, 2022 | 1,956 | 5,438 | 670 | 1,863 |

  21. Outstanding Equity Awards at Fiscal Year-End Table

    1 The following table provides the vesting schedules, as of February 29, 2024, for TBRSUs and for PBRSUs in respect of which the performance period is complete but the units remain unvested:

  22. Outstanding Equity Awards at Fiscal Year-End Table

    | Grant Date | Outstanding Vesting Dates | | January 2, 2024 | TBRSUs vesting 1/3 January 2, 2025, 1/3 January 2, 2026 and 1/3 January 2, 2027 | | January 6, 2023 | TBRSUs vesting 1/2 January 6, 2025 and 1/2 January 6, 2026 | | September 28, 2022 | TBRSUs vesting 1/2 September 28, 2024 and 1/2 September 28, 2025 | | June 24, 2022 | TBRSUs vesting June 24, 2025 | | February 1, 2022 | TBRSUs and PBRSUs vesting January 3, 2025 | | June 28, 2021 | TBRSUs and PBRSUs vesting June 28, 2024 |

  23. Outstanding Equity Awards at Fiscal Year-End Table

    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 29, 2024:

  24. Outstanding Equity Awards at Fiscal Year-End Table

    | Grant Date | Outstanding Vesting Dates | | January 2, 2024 | Vesting January 2, 2027 | | January 6, 2023 | Vesting January 6, 2026 | | September 28, 2022 | Vesting September 28, 2025 |

  25. Options Exercised and Stock Vested during Fiscal 2024

    Options Exercised and Stock Vested during Fiscal 2024 The following table provides a summary of the value of RSUs that vested during Fiscal 2024. None of the NEOs held Options during Fiscal 2024.

  26. Options Exercised and Stock Vested during Fiscal 2024

    | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)1 | | John Giamatteo | 177,746 | 586,923 | | John Chen | 1,000,000 | 3,740,000 | | Steve Rai | 72,011 | 242,770 | | Mattias Eriksson | 92,949 | 372,493 | | Marjorie Dickman | 119,869 | 509,121 | | Phil Kurtz | 32,017 | 146,385 |

  27. Options Exercised and Stock Vested during Fiscal 2024

    1RSUs were valued using the fair market value of Common Shares on the vesting date. RSUs held by Messrs. Giamatteo, Chen and Eriksson and Ms. Dickman 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 (September 28, 2023 of $1.00 = CDN $1.3493, December 21, 2023 of $1.00 = CDN $1.3311, January 3, 2024 of $1.00 = CDN $1.3356 and January 6, 2024 of $1.00 = CDN $1.3347).

  28. H. CEO Pay Ratio

    H. CEO Pay Ratio For Fiscal 2024, the annual total compensation of the Company’s Chief Executive Officer, Mr. Giamatteo, was $8,417,333 and the total compensation of the Company’s median employee was $96,876 and the ratio of these amounts is approximately 87:1. 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 2024. The Company applied this measure to the Company’s global employee population as of February 29, 2024, the last day of Fiscal 2024, 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 36. 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 29, 2024.

  29. 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 (MM $) | Company Selected Measure (Revenue)7 (MM $) | | | Giamatteo | Chen | Giamatteo | Chen | | | Total Shareholder Return5 ($) | Peer Group Total Shareholder Return6 ($) | | | | (a) | (b) | | (c) | | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | 8,417,333 | 2,041,594 | 11,774,358 | (12,728,406) | 1,339,389 | 699,466 | 53.77 | 157.22 | (130) | 853 | | 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 |

  30. 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 PEOs and average non-PEO NEO for each year:

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

    | | Giamatteo FY2024 ($) | Chen FY2024 ($) | Chen FY2023 ($) | Chen FY2022 ($) | Chen FY2021 ($) | Non-PEO NEO Average FY2024 ($) | Non-PEO NEO Average FY2023 ($) | Non-PEO NEO Average FY2022 ($) | Non-PEO NEO Average FY2021 ($) | | Summary Compensation Table Total Compensation | 8,417,333 | 2,041,594 | 3,015,850 | 3,017,877 | 3,006,608 | 1,339,389 | 1,676,613 | 3,128,467 | 3,146,625 | | (Minus) total reported fair value of all equity awards granted in year | (7,499,993) | 0 | 0 | 0 | 0 | (546,988) | (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 | 6,078,712 | 0 | 0 | 0 | 0 | 445,770 | 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 | 4,881,038 | (11,640,000) | (15,840,000) | (52,920,000) | 33,870,000 | (90,362) | (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 | (102,732) | (3,130,000) | (2,600,000) | 6,720,000 | (500,000) | (448,342) | (152,758) | (3,534) | (15,388) | | Total Compensation Actually Paid | 11,774,358 | (12,728,406) | (15,424,150) | (43,182,123) | 36,376,608 | 699,466 | 1,108,219 | 3,572,235 | 11,502,635 |

  32. 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.

  33. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  34. 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 2024, 100% of which were paid in DSUs. No other compensation is payable to such directors, other than the reimbursement of expenses.

  35. Director Compensation Table

    | Name | Total Fees Earned1 | | Philip Brace2 | $123,199 | | Michael Daniels3 | $214,815 | | Timothy Dattels4 | $115,385 | | Lisa Disbrow5 | $217,778 | | Richard Lynch6 | $243,010 | | Laurie Smaldone Alsup | $200,000 | | V. Prem Watsa7 | $192,308 | | Wayne Wouters | $200,000 |

  36. 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 $1.3500 for Fiscal 2024. 2 Mr. Brace joined the Board on February 8, 2024. His “Total Fees Earned” have been pro-rated accordingly and also include his initial retainer. 3 Mr. Daniels’ “Total Fees Earned” include $14,815 on account of his position as Chair of the CNG Committee. 4 Mr. Dattels ceased to be a director as of September 28, 2023. 5 Ms. Disbrow’s “Total Fees Earned” include $17,778 on account of her position as Chair of the Audit and Risk Management Committee. 6 Mr. Lynch’s “Total Fees Earned” include $18,010 on account of his position as Board Chair since November 4, 2023 and a one-time fee of $25,000 on account of his service as Interim Chief Executive Officer of the Company from November 4, 2023 to December 11, 2023. See “Executive Compensation – F. Executive Compensation Tables” in this Management Proxy Circular. 7 Mr. Watsa ceased to be a director as of February 15, 2024.

  37. 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 2024.