DEF 14A of Blackberry Ltd, May 12, 2025

DEF 14A of Blackberry Ltd

Filed May 12, 2025 · FY20250001070235-25-000109

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 seven. Lisa Bahash is standing for election as a director of the Company for the first time. During Fiscal 2025, the Compensation, Nomination and Governance Committee (the “CNG Committee”) of the Board worked with a leading global search firm to identify Ms. Bahash as nominee, and she was appointed as a director in late September 2024. In April 2025, to better facilitate the discharge of its duties, the Board divided the CNG Committee into two separate committees: the Compensation Committee and the Nomination and Governance Committee. The Nomination and Governance 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 strategic vision. 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

    | | Bahash | Brace | 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 | F | 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 in Fiscal 2025, 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 $3.49 per Common Share.

  4. 2. Election of Directors

    | Lisa Bahash, Utah, United States (Independent Director) | | | | | | | | | | | | Ms. Bahash, 58, has served as a director of the Company since September 2024 and has been Chair of the Compensation Committee since April 2025. Ms. Bahash has over 30 years of experience in the automotive OEM, Tier 1 supplier and aftermarket sectors. She served as Senior Vice President, Automotive and Transportation with Jabil Inc., targeting opportunities in connectivity, electrification and ADAS. Prior to Jabil, Ms. Bahash was Group Vice President and General Manager of Johnson Control’s Power Solutions business, leading the OEM and technology strategies including advanced energy storage and lithium-ion technologies. She was also President and CEO of Ride Control, LLC (Gabriel), prior to which she held leadership positions at Ford Motor Company. Most recently, Ms. Bahash served as Principal and Operating Partner at Architect Equity LLC. She is a member of the Board of Directors at Syrah Resources Ltd., where she serves as Chair of the Remuneration, Nomination and Governance Committee and as a member of the Sustainability Committee. Ms. Bahash is also a former director of Mattr Corp. She holds a Master of Engineering Management degree from Wayne State University and a Bachelor of Science degree in Mechanical Engineering from the University of Michigan. In 2015, Ms. Bahash was recognized as one of Automotive News Top 100 Leading Women in the North American Auto Industry. | | | | | | | | Board/Committee Membership | | | Attendance | | | Public Board Membership in Past Five Years & Interlock | | | | | | | | | | Name of Issuer | | Period of Service | | Board1 | | | 5/5 | | 100% | Current Boards Syrah Resources Ltd. Other Boards in Past 5 Years Mattr Corp. Board Interlock None | | 2018 - current 2020 - 2021 | | Overall attendance | | | 5/5 | | 100% | | | | | Securities Held | | | | | | | | | | | Common Shares (#) | | | DSUs (#) | | | Total Common Shares/DSUs (#) | Total value of Common Shares/DSUs | | As of the Record Date | - | | | 63,692 | | | 63,692 | $222,285 | | Annual Meeting Voting Results | | | | | | | | | | Year | Votes For | | | % of Votes For | | | Votes Withheld | % of Votes Withheld | | 2024 | N/A | | | N/A | | | N/A | N/A |

  5. 2. Election of Directors

    1 Ms. Bahash’s attendance reflects her appointment to the Board on September 26, 2024, after which there were five meetings of the Board in Fiscal 2025.

  6. 2. Election of Directors

    | Philip Brace, California, United States (Independent Director) | | | | | | | | | | | | | Mr. Brace, 54, has served as a director of the Company since February 2024 and as Chair of the Nomination and Governance Committee since April 2025, prior to which he was Chair of the CNG Committee beginning in November 2024. Mr. Brace is the Chief Executive Officer of Skyworks Solutions Inc., and previously served as President and Chief Executive Officer of Sierra Wireless Inc. until its acquisition by Semtech Corporation in 2023. Prior to this, Mr. Brace served as Executive Vice President at Veritas Technologies, President of Seagate Technology’s Cloud Systems and Electronic Solutions, Executive Vice President at LSI Corporation, and General Manager at Intel Corporation. Mr. Brace has also served as Executive Chairman of Inseego Inc. and as a director of Lantronix Corp. Mr. Brace holds a Bachelor of 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 | | Board | | | 10/10 | | 100% | Current Boards Skyworks Solutions Inc. Other Boards in Past 5 Years Inseego Corp. Lantronix Inc. Sierra Wireless Inc. Board Interlock None | | | 2024 - current 2023 - 2025 2023 - 2025 2021 - 2023 | | Compensation, Nomination and Governance Committee | | | 4/4 | | 100% | | | | | | Overall attendance | | | 14/14 | | 100% | | | | | | Securities Held | | | | | | | | | | | | Common Shares (#) | | | DSUs (#) | | | Total Common Shares/DSUs (#) | Total value of Common Shares/DSUs | | | As of the Record Date | 35,000 | | | 112,006 | | | 147,006 | $513,051 | | | Annual Meeting Voting Results | | | | | | | | | | | Year | Votes For | | | % of Votes For | | | Votes Withheld | % of Votes Withheld | | | 2024 | 226,606,506 | | | 85.2% | | | 39,264,057 | 14.8% | |

  7. 2. Election of Directors

    | Lisa Disbrow, Virginia, United States (Independent Director) | | | | | | | | | | | | | Ms. Disbrow, 62, 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 is the Chair of the NobleReach Foundation and is a director of CACI International Inc, Mercury Systems, Inc., and Avathon, Inc. In addition, Ms. Disbrow is as a Senior Fellow at the Johns Hopkins University Applied Physics Lab and the Vice Chair of the National Defense Industrial Association. She also recently served on the President’s Export Council, as Chair of the Secretary of Defense’s Reserve Forces Policy Board, and as a Commissioner on the Congressional Planning, Programming, Budgeting and Execution Reform Commission. 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 | | | 10/10 | | 100% | Current Boards Mercury Systems, Inc. CACI International Inc Other Boards in Past 5 Years Perspecta Inc. Board Interlock None | | 2017 - present 2021 - present 2018 - 2021 | | | Audit and Risk Management Committee | | | 5/5 | | 100% | | | | | | Overall attendance | | | 15/15 | | 100% | | | | | | Securities Held | | | | | | | | | | | | Common Shares (#) | | | DSUs (#) | | | Total Common Shares/DSUs (#) | | Total value of Common Shares/DSUs | | As of the Record Date | - | | | 267,052 | | | 267,052 | | $932,011 | | Annual Meeting Voting Results | | | | | | | | | | | Year | Votes For | | | % of Votes For | | | Votes Withheld | | % of Votes Withheld | | 2024 | 250,697,034 | | | 93.8% | | | 16,465,330 | | 6.2% |

  8. 2. Election of Directors

    | John J. Giamatteo, Texas, United States (Non-Independent Director) | | | | | | | | | | | | | Mr. Giamatteo, 58, 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 Secure Communications division (and its predecessor, the Cybersecurity division) 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 | | | Board | | | 10/10 | | 100% | Current Boards None Other Boards in Past 5 Years None Board Interlock None | | | | | Overall attendance | | | 10/10 | | 100% | | | | | | Securities Held | | | | | | | | | | | | Common Shares (#) | | | DSUs (#)1 | | | Total Common Shares/DSUs (#) | | Total value of Common Shares/DSUs | | As of the Record Date | 490,761 | | | - | | | 490,761 | | $1,712,756 | | Annual Meeting Voting Results | | | | | | | | | | | Year | Votes For | | | % of Votes For | | | Votes Withheld | | % of Votes Withheld | | 2024 | 250,859,357 | | | 93.9% | | | 16,303,904 | | 6.1% |

  9. 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. 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.

  10. 2. Election of Directors

    | Richard Lynch, Massachusetts, United States (Independent Director) | | | | | | | | | | | | | Mr. Lynch, 76, 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 Compensation Committee and the Nomination and Governance Committee. 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, Cohere Technologies, Inc. and Aeronet Global Communications Holdings Limited. 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 | | | 10/10 | | 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 | | | 14/14 | | 100% | | | | | | Securities Held | | | | | | | | | | | | Common Shares (#) | | | DSUs (#) | | | Total Common Shares/DSUs (#) | | Total value of Common Shares/DSUs | | As of the Record Date | - | | | 409,710 | | | 409,710 | | $1,429,888 | | Annual Meeting Voting Results | | | | | | | | | | | Year | Votes For | | | % of Votes For | | | Votes Withheld | | % of Votes Withheld | | 2024 | 241,036,329 | | | 90.3% | | | 25,985,939 | | 9.7% |

  11. 2. Election of Directors

    | Lori O’Neill, Ontario, Canada (Independent Director) | | | | | | | | | | | | | Ms. O’Neill, 59, has served as a director of the Company since June 2024 and is a member of the Audit and Risk Management Committee. 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, she was a leader in the Canadian national technology, media and communications audit practice at Deloitte LLP, where she served for 24 years. Ms. O’Neill 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 | | | Board1 | | | 9/9 | | 100% | 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 | | | Audit and Risk Management Committee | | | 5/5 | | 100% | | | | | | Overall attendance | | | 14/14 | | 100% | | | | | | Securities Held | | | | | | | | | | | | Common Shares (#) | | | DSUs (#) | | | Total Common Shares/DSUs (#) | | Total value of Common Shares/DSUs | | As of the Record Date | - | | | 91,065 | | | 91,065 | | $317,817 | | Annual Meeting Voting Results | | | | | | | | | | | Year | Votes For | | | % of Votes For | | | Votes Withheld | | % of Votes Withheld | | 2024 | 254,121,625 | | | 95.1% | | | 13,041,634 | | 4.9% |

  12. 2. Election of Directors

    1 Ms. O’Neill’s attendance reflects her appointment to the Board on June 25, 2024, after which there were nine meetings of the Board and five meetings of the Audit and Risk Management Committee in Fiscal 2025.

  13. 2. Election of Directors

    | Wayne Wouters, British Columbia, Canada (Independent Director) | | | | | | | | | | | | | The Hon. Wayne Wouters, PC, OC, 74, 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 | | | 10/10 | | 100% | Current Boards Canadian Utilities Limited Foran Mining Corporation Other Boards in Past 5 Years Champion Iron Limited Board Interlock None | | 2019 - current 2021 - current 2016-2023 | | | Audit and Risk Management Committee | | | 5/5 | | 100% | | | | | | Overall attendance | | | 15/15 | | 100% | | | | | | Securities Held | | | | | | | | | | | | Common Shares (#) | | | DSUs (#) | | | Total Common Shares/DSUs (#) | | Total value of Common Shares/DSUs | | As of the Record Date | - | | | 329,329 | | | 329,329 | | $1,149,358 | | Annual Meeting Voting Results | | | | | | | | | | | Year | Votes For | | | % of Votes For | | | Votes Withheld | | % of Votes Withheld | | 2024 | 246,814,693 | | | 92.4% | | | 20,347,668 | | 7.6% |

  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 2025, Fiscal 2024 and Fiscal 2023.

  15. Summary Compensation Table

    | Summary Compensation Table1 | | | | | | | | | Name and Principal Position | Year2 | Salary ($) | Bonus3, 4 ($) | Equity Awards5 ($) | Non-equity Incentive Plan Compensation ($) | All Other Compensation6 ($) | Total ($) | | John Giamatteo Chief Executive Officer and President, Secure Communications | 2025 | 700,000 | – | – | 706,051 | 11,154 | 1,417,205 | | | 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 | | Tim Foote Chief Financial Officer | 2025 | 379,452 | 150,000 | 1,149,995 | 256,623 | 18,751 | 1,954,821 | | | 2024 | 274,669 | – | 99,998 | 76,109 | 28,12112 | 478,897 | | | 2023 | 265,000 | – | 149,993 | 25,520 | 13,503 | 454,016 | | Steve Rai Former Chief Financial Officer | 2025 | 397,884 | – | – | 256,280 | 166,40913 | 820,573 | | | 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 | | Mattias Eriksson President, QNX | 2025 | 529,790 | – | – | 434,2949 | 18,505 | 982,588 | | | 2024 | 525,000 | – | 799,999 | 219,49210 | 16,500 | 1,560,991 | | | 2023 | 510,616 | – | 799,997 | 365,61511 | 15,442 | 1,691,671 | | Phil Kurtz Chief Legal Officer and Corporate Secretary | 2025 | 331,753 | 148,876 | – | 250,966 | 12,673 | 744,268 | | | 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 | | Jennifer Armstrong-Owen Chief People Officer | 2025 | 383,467 | 129,058 | 1,249,995 | 205,571 | 7,785 | 1,975,876 | | | 2024 | 33,224 | – | – | – | – | 33,224 | | | 2023 | – | – | – | – | – | – |

  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 $1.3135 for Fiscal 2023, $1.00 = CDN $1.3500 for Fiscal 2024 and $1.00 = CDN $1.3845 for Fiscal 2025. 2 Fiscal 2023 covers the period from March 1, 2022 to February 28, 2023, inclusive, Fiscal 2024 covers the period from March 1, 2023 to February 29, 2024, inclusive and Fiscal 2025 covers the period from March 1, 2024 to February 28, 2025, inclusive. 3 Amounts in this column include discretionary awards provided to Messrs. Foote and Kurtz and Ms. Armstrong-Owen in recognition for their contributions towards the successful completion of the Cylance Sale. These awards in the amounts of $150,000, $148,876 and $129,058, respectively, were paid in the last quarter of Fiscal 2025. 4 Amounts in this column include discretionary awards provided to Messrs. Rai and Kurtz in recognition for their contributions towards the sale of the Company’s legacy patent portfolio 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 2025 were valued using the fair market value of Common Shares on the NYSE of $2.88 on April 4, 2024 and $3.82 on January 2, 2025, as applicable. The calculated fair value of the PBRSUs granted in Fiscal 2025 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 2025 would be $1,437,488 for Mr. Foote and $1,562,489 for Ms. Armstrong-Owen. 6 Amounts in this column include Company contributions to retirement savings plans for each NEO during Fiscal 2023, Fiscal 2024 and Fiscal 2025 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, relocation grants and separation pay 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. 11 Amount includes both Fiscal 2023 VIP of $163,254 and Fiscal 2023 SIP of $202,361 for Mr. Eriksson. 12 Amount includes both a relocation grant of $14,515 and Company contributions to retirement savings plan of $13,606 for Mr. Foote. 13 Amount includes both separation pay of $158,346 and Company contributions to retirement savings plan of $8,064 for Mr. Rai.

  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 2025 to each NEO who received any such awards:

  18. Grants of Plan-Based Awards Table

    | Name | Grant Date in Fiscal 2025 | Approval Date in Fiscal 2025 | 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 | | | FY2025 VIP | 35,000 | 700,000 | 770,000 | – | – | – | – | – | | Tim Foote | | | FY2025 VIP | 13,151 | 263,014 | 289,315 | – | – | – | – | – | | | January 2 | September 25 | TBRSUs3 | – | – | – | – | – | – | 104,712 | 400,000 | | | January 2 | September 25 | PBRSUs3 | – | – | – | 7,853 | 104,712 | 157,067 | – | 400,000 | | | April 4 | April 3 | TBRSUs4 | – | – | – | – | – | – | 60,763 | 174,997 | | | April 4 | April 3 | PBRSUs4 | – | – | – | 4,557 | 60,763 | 91,144 | – | 174,997 | | Steve Rai | | | FY2025 VIP5 | 12,704 | 254,083 | 279,492 | – | – | – | – | – | | Mattias Eriksson | | | FY2025 VIP | 10,596 | 211,916 | 233,107 | – | – | – | – | – | | | | | FY2025 SIP | 0 | 211,916 | N/A6 | – | – | – | – | – | | Phil Kurtz | | | FY2025 VIP | 12,441 | 248,815 | 273,697 | – | – | – | – | – | | Jennifer Armstrong-Owen | | | FY2025 VIP | 10,190 | 203,810 | 224,191 | – | – | – | – | – | | | April 4 | April 3 | TBRSUs7 | – | – | – | – | – | – | 217,013 | 624,997 | | | April 4 | April 3 | PBRSUs7 | – | – | – | 16,275 | 217,013 | 325,518 | – | 624,997 |

  19. Grants of Plan-Based Awards Table

    1 Non-equity incentive plan awards are short-term incentives eligible to be earned under the Fiscal 2025 VIP and SIP. 2 For PBRSUs granted in Fiscal 2025, 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. Foote in recognition of his promotion to Chief Financial Officer of BlackBerry Limited. 4 This grant represented a promotion award to Mr. Foote in recognition of his promotion to Chief Financial Officer, Cybersecurity and Investor Relations. 5 Mr. Rai’s FY2025 VIP threshold, target and maximum was prorated for his active service in Fiscal 2025 during which he was eligible for VIP cash bonus. 6 There was no payout maximum for the Fiscal 2025 SIP for Mr. Eriksson, although the payout was limited by the performance of the Company. 7 This grant represented a new hire award to Ms. Armstrong-Owen in recognition of her appointment as Chief People Officer.

  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, 2025 of $4.71:

  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 Giamatteo | January 2, 2024 | 669,096 | 3,151,442 | 865,889 | 4,078,337 | | | January 2, 2024 | 178,569 | 841,060 | 196,793 | 926,895 | | | January 6, 2023 | 209,515 | 986,816 | - | - | | Tim Foote | January 2, 2025 | 120,418 | 567,169 | 94,241 | 443,875 | | | April 4, 2024 | 69,877 | 329,121 | 54,687 | 257,576 | | | January 2, 2024 | 11,905 | 56,073 | 13,119 | 61,790 | | | January 6, 2023 | 6,983 | 32,890 | - | - | | | April 1, 2022 | 7,283 | 34,303 | - | - | | Steve Rai | January 2, 2024 | 83,332 | 392,494 | 91,836 | 432,548 | | | January 6, 2023 | 104,757 | 493,405 | - | - | | Mattias Eriksson | January 2, 2024 | 95,236 | 448,562 | 104,957 | 494,347 | | | January 6, 2023 | 111,742 | 526,305 | - | - | | Phil Kurtz | January 2, 2024 | 47,617 | 224,276 | 52,479 | 247,176 | | | September 28, 2022 | 78,824 | 371,261 | - | - | | | June 24, 2022 | 34,782 | 163,823 | - | - | | Jennifer Armstrong-Owen | April 4, 2024 | 249,564 | 1,175,446 | 195,312 | 919,920 |

  22. Outstanding Equity Awards at Fiscal Year-End Table

    1 The following table provides the vesting schedules, as of February 28, 2025, 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 2, 2025 | TBRSUs vesting 1/3 on January 2, 2026, 1/3 on January 2, 2027 and 1/3 on January 2, 2028; PBRSUs vesting on January 2, 2028 | | April 4, 2024 | TBRSUs vesting 1/3 on April 4, 2025, 1/3 on April 4, 2026 and 1/3 on April 4, 2027; PBRSUs vesting on April 4, 2027 | | January 2, 2024 | TBRSUs vesting on 1/2 January 2, 2026 and 1/2 on January 2, 2027; PBRSUs vesting on January 2, 2027 | | January 6, 2023 | TBRSUs and PBRSUs vesting on January 6, 2026 | | September 28, 2022 | TBRSUs and PBRSUs vesting on September 28, 2025 | | June 24, 2022 | TBRSUs vesting on June 24, 2025 | | April 1, 2022 | TBRSUs and PBRSUs vesting on April 1, 2025 |

  24. Outstanding Equity Awards at Fiscal Year-End Table

    During Fiscal 2025, performance periods ended with respect to PBRSUs granted in Fiscal 2023 through Fiscal 2025. PBRSUs granted in Fiscal 2023 to Mr. Foote on April 1, 2022, Mr. Kurtz on September 28, 2022 and Messrs. Giamatteo, Foote, Rai and Eriksson on January 6, 2023 were earned based on attainment at 65% of target. A portion of the PBRSUs granted in Fiscal 2024 to Messrs. Giamatteo, Foote, Rai, Eriksson and Kurtz on January 2, 2024 and a portion of the PBRSUs granted in Fiscal 2025 to Mr. Foote and Ms. Armstrong-Owen on April 4, 2024 and to Mr. Foote on January 2, 2025 were earned based on attainment at 150% of the first-year target for Fiscal 2025 adjusted EBITDA margin percentage. These earned PBRSUs are included in the number of shares that have not vested. 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, 2025:

  25. Outstanding Equity Awards at Fiscal Year-End Table

    | Grant Date | Outstanding Vesting Dates | | January 2, 2025 | Vesting January 2, 2028 | | April 4, 2024 | Vesting April 4, 2027 | | January 2, 2024 | Vesting January 2, 2027 |

  26. Options Exercised and Stock Vested during Fiscal 2025

    Options Exercised and Stock Vested during Fiscal 2025 The following table provides a summary of the value of RSUs that vested during Fiscal 2025. None of the NEOs held Options during Fiscal 2025.

  27. Options Exercised and Stock Vested during Fiscal 2025

    | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)1 | | John Giamatteo | 513,023 | 1,963,983 | | Tim Foote | 11,295 | 40,797 | | Steve Rai | 88,625 | 345,645 | | Mattias Eriksson | 266,370 | 799,457 | | Phil Kurtz | 48,783 | 150,696 |

  28. Options Exercised and Stock Vested during Fiscal 2025

    1 RSUs were valued using the fair market value of Common Shares on the vesting date. RSUs held by Messrs. Giamatteo, Foote 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 (September 28, 2024 of $1.00 = CDN $1.3499, January 2, 2025 of $1.00 = CDN $1.4418, January 3, 2025 of $1.00 = CDN $1.4442 and January 6, 2025 of $1.00 = CDN $1.4348).

  29. H. CEO Pay Ratio

    H. CEO Pay Ratio For Fiscal 2025, the annual total compensation of the Company’s Chief Executive Officer, Mr. Giamatteo, was $1,417,205 and the total compensation of the Company’s median employee was $104,388 and the ratio of these amounts is approximately 14:1. 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. The ratio represents a material reduction from the CEO pay ratio disclosed the Company’s 2024 management proxy circular primarily due to the deferral of annual long-term incentive awards to NEOs from the last quarter of Fiscal 2025 into the first quarter of Fiscal 2026, as described above. The Company expects the CEO pay ratio to be materially higher in the Company’s 2026 management proxy circular due to the granting of the Fiscal 2026 Awards. See “Executive Compensation – D. Executive Compensation Decision-Making – 3. Compensation Elements and Company Goals – Long-Term Incentive Compensation” in this Management Proxy Circular. 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 2025. The Company applied this measure to the Company’s global employee population as of February 28, 2025, the last day of Fiscal 2025, 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, 2025.

  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 (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) | | 2025 | 1,417,205 | | 3,686,845 | | 1,295,625 | 2,217,180 | 91.10 | 179.19 | (79) | 535 | | 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 |

  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 PEOs and average non-PEO NEO for each year:

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

    | | Giamatteo FY2025 ($) | Giamatteo FY2024 ($) | Chen FY2024 ($) | Chen FY2023 ($) | Chen FY2022 ($) | Chen FY2021 ($) | Non-PEO NEO Average FY2025 ($) | Non-PEO NEO Average FY2024 ($) | Non-PEO NEO Average FY2023 ($) | Non-PEO NEO Average FY2022 ($) | Non-PEO NEO Average FY2021 ($) | | Summary Compensation Table Total Compensation | 1,417,205 | 8,417,333 | 2,041,594 | 3,015,850 | 3,017,877 | 3,006,608 | 1,295,625 | 1,339,389 | 1,676,613 | 3,128,467 | 3,146,625 | | (Minus) total reported fair value of all equity awards granted in year | 0 | (7,499,993) | 0 | 0 | 0 | 0 | (479,998) | (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 | 0 | 6,078,712 | 0 | 0 | 0 | 0 | 738,621 | 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 | 2,621,934 | 4,881,038 | (11,640,000) | (15,840,000) | (52,920,000) | 33,870,000 | 779,126 | (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 | (352,294) | (102,732) | (3,130,000) | (2,600,000) | 6,720,000 | (500,000) | (116,195) | (448,342) | (152,758) | (3,534) | (15,388) | | Total Compensation Actually Paid | 3,686,845 | 11,774,358 | (12,728,406) | (15,424,150) | (43,182,123) | 36,376,608 | 2,217,180 | 699,466 | 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 2025, 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 | | Lisa Bahash2 | $192,457 | | Philip Brace3 | $199,183 | | Michael Daniels4 | $198,253 | | Lisa Disbrow5 | $213,073 | | Richard Lynch6 | $249,187 | | Lori O’Neill7 | $241,356 | | Laurie Smaldone Alsup8 | $62,002 | | Wayne Wouters | $195,016 |

  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 $1.3845 for Fiscal 2025. 2 Ms. Bahash joined the Board on September 26, 2024. Her “Total Fees Earned” have been pro-rated accordingly and also include her initial retainer. 3 Mr. Brace’s “Total Fees Earned” include $4,167 on account of his position as Chair of the CNG Committee after November 17, 2024. 4 Mr. Daniels’ “Total Fees Earned” include $10,279 on account of his position as Chair of the CNG Committee until November 17, 2024. Mr. Daniels ceased to be a director as of February 15, 2025. 5 Ms. Disbrow’s “Total Fees Earned” include $18,057 on account of her position as Chair of the Audit and Risk Management Committee. 6 Mr. Lynch’s “Total Fees Earned” include $54,171 on account of his position as Board Chair. 7 Ms. O’Neill joined the Board on June 25, 2024. Her “Total Fees Earned” have been pro-rated accordingly and also include her initial retainer. 8 Dr. Smaldone Alsup ceased to be a director as of June 25, 2024.

  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 2025.