DEF 14A of Blackberry Ltd
Filed May 11, 2026 · FY20260001070235-26-000054
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. Barry Mainz is standing for election as a director of the Company for the first time. During Fiscal 2026, the Nomination and Governance Committee of the Board worked with a leading global search firm to identify Mr. Mainz as nominee, and he was appointed as a director in late August 2025. The Nomination and Governance Committee continues to search for one or more suitable candidates to serve on the Board, taking into consideration incumbent director tenure, 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. Election of Directors
| | Bahash | Brace | Disbrow | Giamatteo | Lynch | Mainz | 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 | M | F | M |
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 2026, directorships of other publicly-traded companies during the preceding five years, public company board interlocks and key experience 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 $5.42 per Common Share. On April 1, 2025, to better facilitate the discharge of its duties, the Board divided its former Compensation, Nomination and Governance Committee (the “CNG Committee”) into two separate committees: the Compensation Committee, and the Nomination and Governance Committee. Prior to the separation, the CNG Committee met once during Fiscal 2026. Following the separation, the Compensation Committee met four times and the Nomination and Governance Committee met three times during Fiscal 2026.
2. Election of Directors
| Lisa Bahash, Utah, United States (Independent Director) | | | | | | | | | | | Ms. Bahash, 59, 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 | | Board | | 5/5 | | 100% | Current Boards Syrah Resources Ltd. Other Boards in Past 5 Years Mattr Corp. Board Interlock None | | 2018 - current 2020 - 2021 | | Compensation 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 | - | | 134,573 | | | 134,573 | $729,386 | | Annual Meeting Voting Results | | | | | | | | | Year | Votes For | | % of Votes For | | | Votes Withheld | % of Votes Withheld | | 2025 | 282,771,497 | | 98.62 | | | 3,958,571 | 1.38% |
2. Election of Directors
| Philip Brace, California, United States (Independent Director) | | | | | | | | | | | Mr. Brace, 55, 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 served as Chair of the Compensation, Nomination and Governance Committee. 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 | | 5/5 | | 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 | | 1/1 | | 100% | | | | | Nomination and Governance Committee | | 3/3 | | 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 | 35,000 | | 181,842 | | | 216,842 | $1,175,284 | | Annual Meeting Voting Results | | | | | | | | | Year | Votes For | | % of Votes For | | | Votes Withheld | % of Votes Withheld | | 2025 | 280,461,668 | | 97.81% | | | 6,268,400 | 2.19% |
2. Election of Directors
| Lisa Disbrow, Virginia, United States (Independent Director) | | | | | | | | | | | Ms. Disbrow, 63, 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 Chair of CACI International Inc., a director of Mercury Systems, Inc. and a director and past chair of the NobleReach Foundation. In addition, Ms. Disbrow is a Senior Fellow at the Johns Hopkins University Applied Physics Lab and the Chair of the National Defense Industrial Association. 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. Throughout her national security career, Ms. Disbrow held senior civilian positions on the Joint Chiefs of Staff, the National Reconnaissance Office, and the National Security Council. She retired from the Air Force in 2008 as a colonel after 23 years of active and reserve duty. Ms. Disbrow has a BA from the University of Virginia, an MA from The George Washington University in International Relations 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 | | 5/5 | | 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 | | 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 | - | | 339,817 | | | 339,817 | $1,841,808 | | Annual Meeting Voting Results | | | | | | | | | Year | Votes For | | % of Votes For | | | Votes Withheld | % of Votes Withheld | | 2025 | 273,335,782 | | 95.33 | | | 13,394,286 | 4.67% |
2. Election of Directors
| John J. Giamatteo, Texas, United States (Non-Independent Director) | | | | | | | | | | | Mr. Giamatteo, 59, 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 | | 5/5 | | 100% | Current Boards None Other Boards in Past 5 Years None Board Interlock None | | | | 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 | 899,146 | | - | | | 899,146 | $4,873,371 | | Annual Meeting Voting Results | | | | | | | | | Year | Votes For | | % of Votes For | | | Votes Withheld | % of Votes Withheld | | 2025 | 273,552,579 | | 95.40 | | | 13,177,488 | 4.60% |
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.
2. Election of Directors
| Richard Lynch, Massachusetts, United States (Independent Director) | | | | | | | | | | | Mr. Lynch, 77, has served as a director of the Company since February 2013 and as Chair of the Board since November 2023. He is also a member of the Compensation Committee and was a member of the Nomination and Governance Committee until December 2025. Previously, Mr. Lynch served as Executive Vice-President & Chief Technology Officer of Verizon Communications and Verizon Wireless. He is a director of Cohere Technologies, Inc. and has served as Chairman of Ribbon Communications and as a director of Ruckus Wireless Inc. and several private companies, including iconectiv and Aeronet Global Communications Holdings Limited. Mr. Lynch is a Life Fellow of The Institute of Electrical and Electronic Engineers and has 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. He 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 | | 5/5 | | 100% | Current Boards None Other Boards in Past 5 Years VectoIQ Acquisition Corp. II Board Interlock None | | 2020 - 2022 | | Compensation, Nomination and Governance Committee | | 1/1 | | 100% | | | | | Compensation Committee | | 4/4 | | 100% | | | | | Nomination and Governance Committee | | 3/3 | | 100% | | | | | Overall attendance | | 13/13 | | 100% | | | | | Securities Held | | | | | | | | | | Common Shares (#) | | DSUs (#) | | | Total Common Shares/DSUs (#) | Total value of Common Shares/DSUs | | As of the Record Date | - | | 495,288 | | | 495,288 | $2,684,461 | | Annual Meeting Voting Results | | | | | | | | | Year | Votes For | | % of Votes For | | | Votes Withheld | % of Votes Withheld | | 2025 | 233,869,866 | | 81.56 | | | 52,860,202 | 18.44% |
2. Election of Directors
| Barry Mainz, California, United States (Independent Director) | | | | | | | | | | | Mr. Mainz, 60, has served as a director of the Company since August 2025 and as a member of the Nomination and Governance Committee since December 2025. Mr. Mainz is the Chief Executive Officer of Forescout Technologies, Inc. and has previously served as President of Wind River Systems, Inc., Chief Operating Officer of Malwarebytes Inc., and Chief Executive Officer and director of MobileIron, Inc. He has also served as an Operating Partner at Crosspoint Capital and has held leadership roles, as well as advisory and board positions, at public and private companies such as Mercury Interactive Corporation, Makara, Inc. and Sun Microsystems, Inc. Mr. Mainz holds a Bachelor of Arts degree in Communications from San Francisco State 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 (#) | | | Total Common Shares/DSUs (#) | Total value of Common Shares/DSUs | | As of the Record Date | - | | 75,289 | | | 75,289 | $408,066 | | Annual Meeting Voting Results | | | | | | | | | Year | Votes For | | % of Votes For | | | Votes Withheld | % of Votes Withheld | | 2025 | N/A | | N/A | | | N/A | N/A |
2. Election of Directors
1 Mr. Mainz’s attendance reflects his appointment to the Board on August 23, 2025 and his appointment to the Nomination and Governance Committee on December 18, 2025, after which there were two meetings of the Board and no meetings of the Nomination and Governance Committee in Fiscal 2026.
2. Election of Directors
| Lori O’Neill, Ontario, Canada (Independent Director) | | | | | | | | | | | Ms. O’Neill, 60, has served as a director of the Company and as a member of the Audit and Risk Management Committee since June 2024. She is a FCPA, FCA, corporate director and independent financial consultant and currently serves on the boards of Topicus.com Inc. and Calian Group Ltd. Ms. O’Neill has served as a director of numerous public and private technology companies, including Constellation Software Inc., and of 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 | | Board | | 5/5 | | 100% | Current Boards Topicus.com Inc. Calian Group Ltd. Other Boards in Past 5 Years Constellation Software Sierra Wireless Inc. Flow Beverage Corp. Board Interlock None | | 2025 - present 2023 - present 2018 - 2025 2019 - 2022 2021 - 2022 | | 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 | - | | 159,487 | | | 159,487 | $864,420 | | Annual Meeting Voting Results | | | | | | | | | Year | Votes For | | % of Votes For | | | Votes Withheld | % of Votes Withheld | | 2025 | 282,808,166 | | 98.63 | | | 3,921,902 | 1.37% |
2. Election of Directors
| Wayne Wouters, British Columbia, Canada (Independent Director) | | | | | | | | | | | The Hon. Wayne Wouters, PC, OC, 75, 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 | | 5/5 | | 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 | | 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 | - | | 397,751 | | | 397,751 | $2,154,564 | | Annual Meeting Voting Results | | | | | | | | | Year | Votes For | | % of Votes For | | | Votes Withheld | % of Votes Withheld | | 2025 | 273,256,600 | | 95.30 | | | 13,473,470 | 4.70% |
Summary Compensation Table
Summary Compensation Table The following table provides a summary of the total compensation awarded to, earned by, paid to, or payable to, each NEO of the Company for Fiscal 2026, Fiscal 2025 and Fiscal 2024.
Summary Compensation Table
| Summary Compensation Table1 | | | | | | | | | Name and Principal Position | Year2 | Salary ($) | Bonus3, 4, 5 ($) | Equity Awards6 ($) | Non-equity Incentive Plan Compensation ($) | All Other Compensation7 ($) | Total ($) | | John Giamatteo Chief Executive Officer and President, Secure Communications | 2026 | 700,000 | – | 6,699,999 | 887,723 | 10,023 | 8,297,745 | | | 2025 | 700,000 | – | – | 706,051 | 11,154 | 1,417,205 | | | 2024 | 600,328 | – | 7,499,993 | 304,0868 | 12,926 | 8,417,333 | | Tim Foote Chief Financial Officer | 2026 | 408,082 | 100,000 | 599,996 | 388,140 | 18,504 | 1,514,722 | | | 2025 | 379,452 | 150,000 | 1,149,995 | 256,623 | 18,751 | 1,954,821 | | | 2024 | 274,669 | – | 99,998 | 76,109 | 28,1219 | 478,897 | | Mattias Eriksson President, QNX | 2026 | 548,625 | – | 999,996 | 349,87210 | 11,114 | 1,909,607 | | | 2025 | 529,790 | – | – | 434,29411 | 18,505 | 982,588 | | | 2024 | 525,000 | – | 799,999 | 219,49212 | 16,500 | 1,560,991 | | Phil Kurtz Chief Legal Officer and Head of Government Affairs | 2026 | 385,354 | – | 619,972 | 366,522 | 11,836 | 1,383,685 | | | 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 | | Jennifer Armstrong-Owen Chief People Officer | 2026 | 397,569 | – | 499,998 | 335,921 | 17,071 | 1,250,559 | | | 2025 | 383,467 | 129,058 | 1,249,995 | 205,571 | 7,785 | 1,975,876 | | | 2024 | 33,224 | – | – | – | – | 33,224 |
Summary Compensation Table
1 Other than as noted below, all compensation paid in Canadian dollars to Mr. Kurtz was converted to U.S. dollars using the Bank of Canada average rate of $1.00 = CDN $1.3500 for Fiscal 2024, $1.00 = CDN $1.3845 for Fiscal 2025 and $1.00 = CDN $1.3874 for Fiscal 2026. 2 Fiscal 2024 covers the period from March 1, 2023 to February 29, 2024, inclusive, Fiscal 2025 covers the period from March 1, 2024 to February 28, 2025, inclusive, and Fiscal 2026 covers the period from March 1, 2025 to February 28, 2026, 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 sale of the assets of the Company’s former Cylance endpoint security business. 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 a discretionary award provided to Mr. Kurtz in recognition for his contributions towards the sale of the Company’s legacy patent portfolio in Fiscal 2024. The award in the amount of $200,000 was paid in the first quarter of Fiscal 2025. 5 Amounts in this column include a discretionary special retention award provided to Mr. Foote under a letter originally issued in July 2023. The award, in the amount of $100,000 and subject to a two-year vesting period, was paid in the second quarter of Fiscal 2026. 6 TBRSU awards granted in Fiscal 2026 were valued using the fair market value of Common Shares on the NYSE of $3.39 on April 2, 2025. The calculated fair value of the PBRSUs granted in Fiscal 2026 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 2026 would be $10,699,999 for Mr. Giamatteo, $899,994 for Mr. Foote, $1,499,994 for Mr. Eriksson, $929,959 for Mr. Kurtz and $749,997 for Ms. Armstrong-Owen. 7 Amounts in this column include Company contributions to retirement savings plans for each NEO during Fiscal 2024, Fiscal 2025 and Fiscal 2026 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. 8 Amount includes both Fiscal 2024 VIP of $60,033 and Fiscal 2024 SIP of $244,053 for Mr. Giamatteo. 9 Amount includes both a relocation grant of $14,515 and Company contributions to retirement savings plan of $13,606 for Mr. Foote. 10 Amount includes both Fiscal 2026 VIP of $191,220 and Fiscal 2026 SIP of $158,652 for Mr. Eriksson. 11 Amount includes both Fiscal 2025 VIP of $218,850 and Fiscal 2025 SIP of $215,444 for Mr. Eriksson. 12 Amount includes both Fiscal 2024 VIP of $42,000 and Fiscal 2024 SIP of $177,492 for Mr. Eriksson.
Grants of Plan-Based Awards Table
Grants of Plan-Based Awards Table The following table provides information on VIP, SIP and equity awards granted in Fiscal 2026 to each NEO who received any such awards:
Grants of Plan-Based Awards Table
| Name | Grant Date in Fiscal 2026 | Approval Date in Fiscal 2026 | Description | Estimated Future Payouts under Non-Equity Incentive Plan Awards1 | | | Estimated Future Payouts under Equity Incentive Plan Awards2 | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($) | | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | John Giamatteo | | | FY2026 VIP | 105,000 | 700,000 | 1,050,000 | – | – | – | – | – | | | April 2 | March 31 | TBRSUs | – | – | – | – | – | – | 796,460 | 2,699,999 | | | April 2 | March 31 | PBRSUs | – | – | – | 44,247 | 1,179,941 | 2,359,882 | – | 4,000,000 | | Tim Foote | | | FY2026 VIP | 45,909 | 306,062 | 459,092 | – | – | – | – | – | | | April 2 | March 31 | TBRSUs | – | – | – | – | – | – | 88,495 | 299,998 | | | April 2 | March 31 | PBRSUs | – | – | – | 3,318 | 88,495 | 176,990 | – | 299,998 | | Mattias Eriksson | | | FY2026 VIP3 | 27,597 | 183,977 | 275,966 | – | – | – | – | – | | | | | FY2026 SIP | 0 | 183,977 | N/A4 | – | – | – | – | – | | | April 2 | March 31 | TBRSUs | – | – | – | – | – | – | 147,492 | 499,998 | | | April 2 | March 31 | PBRSUs | – | – | – | 5,530 | 147,492 | 294,984 | – | 499,998 | | Phil Kurtz | | | FY2026 VIP | 43,352 | 289,016 | 433,524 | – | – | – | – | – | | | April 2 | March 31 | TBRSUs | – | – | – | – | – | – | 88,495 | 309,986 | | | April 2 | March 31 | PBRSUs | – | – | – | 3,318 | 88,495 | 176,990 | – | 309,986 | | Jennifer Armstrong-Owen | | | FY2026 VIP | 39,733 | 264,885 | 397,328 | – | – | – | – | – | | | April 2 | March 31 | TBRSUs | – | – | – | – | – | – | 73,746 | 249,999 | | | April 2 | March 31 | PBRSUs | – | – | – | 2,765 | 73,746 | 147,492 | – | 249,999 |
Grants of Plan-Based Awards Table
1 Non-equity incentive plan awards are short-term incentives eligible to be earned under the Fiscal 2026 VIP and SIP. 2 For PBRSUs granted in Fiscal 2026, NEOs may earn 3.75% of the target award upon attainment of minimum threshold performance and up to 200% of the target award upon attainment of maximum performance. 3 Mr. Eriksson’s FY2026 VIP threshold, target and maximum was prorated for his period of active service in Fiscal 2026 during which he was eligible for VIP cash bonus. 4 There was no payout maximum for the Fiscal 2026 SIP for Mr. Eriksson, although the payout was limited by the performance of the Company.
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, 2026 of $3.39:
Outstanding Equity Awards at Fiscal Year-End Table
| Name | Grant Date | Number of Shares or Units of Shares That Have Not Vested (#)1 | Market Value of Shares or Units of Shares That Have Not Vested ($) | 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 | April 2, 2025 | 597,344 | 2,024,996 | 1,179,941 | 4,000,000 | | | January 2, 2024 | 547,469 | 1,855,920 | 769,679 | 2,609,212 | | | January 2, 2024 | 137,675 | 466,718 | 174,927 | 593,003 | | Tim Foote | April 2, 2025 | 66,370 | 224,994 | 88,495 | 299,998 | | | January 2, 2025 | 100,834 | 341,827 | 83,770 | 283,980 | | | April 4, 2024 | 58,513 | 198,359 | 48,610 | 164,788 | | | January 2, 2024 | 9,177 | 31,110 | 11,662 | 39,534 | | Mattias Eriksson | April 2, 2025 | 110,619 | 374,998 | 147,492 | 499,998 | | | January 2, 2024 | 73,425 | 248,911 | 93,295 | 316,270 | | Phil Kurtz | April 2, 2025 | 66,370 | 224,994 | 88,495 | 299,998 | | | January 2, 2024 | 36,715 | 124,464 | 46,646 | 158,130 | | Jennifer Armstrong-Owen | April 2, 2025 | 55,308 | 187,494 | 73,746 | 249,999 | | | April 4, 2024 | 208,978 | 708,435 | 173,610 | 588,538 |
Outstanding Equity Awards at Fiscal Year-End Table
1 The following table provides the vesting schedules, as of February 28, 2026, for TBRSUs and for PBRSUs in respect of which the performance period is complete but the units remain unvested:
Outstanding Equity Awards at Fiscal Year-End Table
| Grant Date | Outstanding Vesting Dates | | April 2, 2025 | TBRSUs vesting in nine equal installments on April 2, July 2, and October 2 in 2026; January 2, April 2, July 2, and October 2 in 2027; January 2 and April 2 in 2028 | | January 2, 2025 | TBRSUs vesting 1/2 on January 2, 2027 and 1/2 on January 2, 2028; PBRSUs vesting on January 2, 2028 | | April 4, 2024 | TBRSUs vesting 1/2 on April 4, 2026 and 1/2 on April 4, 2027; PBRSUs vesting on April 4, 2027 | | January 2, 2024 | TBRSUs vesting on January 2, 2027; PBRSUs vesting on January 2, 2027 |
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 28, 2026:
Outstanding Equity Awards at Fiscal Year-End Table
| Grant Date | Outstanding Vesting Dates | | April 2, 2025 | Vesting April 2, 2028 | | January 2, 2025 | Vesting January 2, 2028 | | April 4, 2024 | Vesting April 4, 2027 | | January 2, 2024 | Vesting January 2, 2027 |
Options Exercised and Stock Vested during Fiscal 2026
Options Exercised and Stock Vested during Fiscal 2026 The following table provides a summary of the value of RSUs that vested during Fiscal 2026. None of the NEOs held Options during Fiscal 2026.
Options Exercised and Stock Vested during Fiscal 2026
| Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)1 | | John Giamatteo | 743,908 | 2,943,586 | | Tim Foote | 96,409 | 360,858 | | Mattias Eriksson | 187,488 | 742,825 | | Phil Kurtz | 155,167 | 711,048 | | Jennifer Armstrong-Owen | 90,776 | 296,283 |
Options Exercised and Stock Vested during Fiscal 2026
1 RSUs were valued using the fair market value of Common Shares on the vesting date. RSUs held by Messrs. Giamatteo, Foote and Eriksson and Ms. Armstrong-Owen were valued using the fair market value on the NYSE while RSUs held by Mr. 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 (June 24, 2025 of $1.00 = CDN $1.3712, July 2, 2025 of $1.00 = CDN $1.3622, September 29, 2025 of $1.00 = CDN 1.3921, October 2, 2025 of $1.00 = CDN 1.3963, January 2, 2026 of $1.00 = CDN 1.3737 and January 6, 2026 of $1.00 = CDN $1.3789).
H. CEO Pay Ratio
H. CEO Pay Ratio For Fiscal 2026, the annual total compensation of the Company’s Chief Executive Officer, Mr. Giamatteo, was $8,297,745 and the total compensation of the Company’s median employee was $125,802 and the ratio of these amounts is approximately 66:1. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the U.S. Exchange Act. The ratio represents a material increase from the CEO pay ratio of approximately 14:1 that was disclosed the Company’s 2025 management proxy circular due to the deferral of annual long-term incentive awards to NEOs from the last quarter of Fiscal 2025 into the first quarter of Fiscal 2026. Annual long-term incentive awards comprise a substantial majority of Mr. Giamatteo’s compensation. See “Executive Compensation – D. Executive Compensation Decision-Making – 3. Compensation Elements and Company Goals – Long-Term Incentive Compensation” in this Management Proxy Circular. The ratio represents a material decrease from the CEO pay ratio of approximately 87:1 that was disclosed in the Company’s 2024 management proxy circular. To determine median employee compensation, the Company analyzed all of its employees using base salary, bonuses, commissions and the grant date fair value of equity awards in Fiscal 2026. The Company applied this measure to the Company’s global employee population as of February 28, 2026, the last day of Fiscal 2026, and annualized compensation for regular employees that did not work for the full year. After identifying the median employee, the Company calculated annual total compensation for the median employee according to the methodology used to report the annual compensation of our NEOs in the Summary Compensation Table on page 37. Compensation amounts were determined from the Company’s human resources and payroll systems of record. Payments not made in U.S. dollars were converted to U.S. dollars using applicable exchange rates as of February 28, 2026.
PAY FOR PERFORMANCE
| Fiscal Year | Summary Compensation Table Total for PEO1 ($) | | 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 ($) | | | | (a) | (b) | | (c) | | (d) | (e) | (f) | (g) | (h) | (i) | | 2026 | 8,297,745 | | 8,366,174 | | 1,514,643 | 1,138,772 | 33.73 | 93.84 | 53 | 549 | | 2025 | 1,417,205 | | 3,686,845 | | 1,295,625 | 2,217,180 | 46.87 | 109.87 | (79) | 535 | | 2024 | 8,417,333 | 2,041,594 | 11,774,358 | (12,728,406) | 1,339,389 | 699,466 | 27.66 | 96.40 | (130) | 853 | | 2023 | | 3,015,850 | | (15,424,150) | 1,676,613 | 1,108,219 | 38.61 | 74.82 | (734) | 656 | | 2022 | | 3,017,877 | | (43,182,123) | 3,128,467 | 3,572,235 | 68.36 | 90.09 | 12 | 718 |
Reconciliation of Summary Compensation Table Totals to Compensation Actually Paid
Reconciliation of Summary Compensation Table Totals to Compensation Actually Paid In accordance with SEC rules, the following adjustments were made to the Summary Compensation Table total compensation to determine the Compensation Actually Paid for the PEOs and average non-PEO NEO for each year:
Reconciliation of Summary Compensation Table Totals to Compensation Actually Paid
| | Giamatteo FY2026 ($) | Giamatteo FY2025 ($) | Giamatteo FY2024 ($) | Chen FY2024 ($) | Chen FY2023 ($) | Chen FY2022 ($) | Non-PEO NEO Average FY2026 ($) | Non-PEO NEO Average FY2025 ($) | Non-PEO NEO Average FY2024 ($) | Non-PEO NEO Average FY2023 ($) | Non-PEO NEO Average FY2022 ($) | | Summary Compensation Table Total Compensation | 8,297,745 | 1,417,205 | 8,417,333 | 2,041,594 | 3,015,850 | 3,017,877 | 1,514,643 | 1,295,625 | 1,339,389 | 1,676,613 | 3,128,467 | | (Minus) total reported fair value of all equity awards granted in year | (6,699,999) | 0 | (7,499,993) | 0 | 0 | 0 | (679,991) | (479,998) | (546,988) | (1,024,822) | (2,536,926) | | Plus fair value as of year-end of equity awards granted in year and outstanding and unvested as of year-end | 6,024,996 | 0 | 6,078,712 | 0 | 0 | 0 | 590,619 | 738,621 | 445,770 | 1,029,731 | 1,910,152 | | 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 | 1,565,299 | 2,621,934 | 4,881,038 | (11,640,000) | (15,840,000) | (52,920,000) | (106,548) | 779,126 | (90,362) | (420,544) | 1,074,076 | | Plus or (Minus) year-over-year change, as of year-end, in fair value of awards that vested in the year | (821,867) | (352,294) | (102,732) | (3,130,000) | (2,600,000) | 6,720,000 | (179,951) | (116,195) | (448,342) | (152,758) | (3,534) | | Total Compensation Actually Paid | 8,366,174 | 3,686,845 | 11,774,358 | (12,728,406) | (15,424,150) | (43,182,123) | 1,138,772 | 2,217,180 | 699,466 | 1,108,219 | 3,572,235 |
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.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The Company’s director compensation program is designed to attract and retain highly qualified non-employee directors. The Company aligns director compensation with compensation offered by peer companies (identified in “Executive Compensation – D. Executive Compensation Decision-Making – 4. Comparator Group Development” in this Management Proxy Circular) that compete with it for talent. The Company’s director compensation program is designed to address the time, effort, expertise and accountability required of active board membership. In Fiscal 2026, the Compensation Committee reviewed the total compensation of the Company’s non-employee directors and each element of the Company’s non-employee director compensation program. As part of this process, the Compensation Committee evaluated compensation peer and other market data provided by its independent compensation consultant, Mercer. Based on this evaluation, the Compensation Committee recommended to the Board, and the Board approved: (i) increases in the initial retainer and annual retainer for all non-employee directors, (ii) increases in the annual retainer for the Board chair and the chair of each standing committee of the Board, and (iii) the introduction of an annual retainer for other members of each standing committee of the Board. The Compensation Committee also recommended, and the Board also approved, a change in the currency of non-employee director compensation from Canadian dollars to U.S. dollars. This currency change accounted for all of the increase in several of the annual retainer amounts, the nominal values of which were not increased or were reduced. These changes, which took effect as of August 28, 2025, represented the Company’s first increases in non-employee director compensation since Fiscal 2018 and are summarized in the following table:
DIRECTOR COMPENSATION
| Compensation | Fiscal 2026 | Fiscal 20251 | | Initial retainer | $125,000 | $108,116 | | Annual Board retainer | $300,000 | $194,609 | | Additional annual retainer for Board Chair | $75,000 | $54,058 | | Additional annual retainer for Audit and Risk Management Committee Chair | $30,000 | $18,019 | | Additional annual retainer for Compensation Committee Chair | $20,000 | $14,415 | | Additional annual retainer for Nomination and Governance Committee Chair | $15,000 | $10,812 | | Additional annual retainer for Audit and Risk Management Committee member | $15,000 | – | | Additional annual retainer for Compensation Committee member | $10,000 | – | | Additional annual retainer for Nomination and Governance Committee member | $7,500 | – |
DIRECTOR COMPENSATION
1 Fiscal 2025 director fees have been converted from Canadian dollars to U.S. dollars using the Bank of Canada average rate of $1 = CDN $1.3874 for Fiscal 2026. Non-employee directors are also reimbursed for out-of-pocket expenses for attending all Board and committee meetings. Directors who are also employees of the Company receive no additional remuneration for acting as directors. Mr. Giamatteo is the only director who is also an employee of the Company.
Director Compensation Table
Director Compensation Table Set out below are amounts earned by the non-employee directors in respect of membership on the Board and its committees in Fiscal 2026, 100% of which were paid in DSUs. No other compensation is payable to such directors, other than the reimbursement of expenses.
Director Compensation Table
| Name | Total Fees Earned1 | | Lisa Bahash2 | $265,749 | | Philip Brace3 | $262,886 | | Lisa Disbrow4 | $273,866 | | Richard Lynch5 | $322,210 | | Barry Mainz6 | $283,022 | | Lori O’Neill7 | $257,422 | | Wayne Wouters8 | $257,422 |
Director Compensation Table
1 Director fees that were earned in Canadian dollars prior to August 28, 2025 have been converted to U.S. dollars using the Bank of Canada average rate of $1 = CDN $1.3874 for Fiscal 2026. 2 Ms. Bahash’s “Total Fees Earned” include $16,154 on account of her position Chair of the Compensation Committee since April 2, 2025. 3 Mr. Brace’s “Total Fees Earned” include $1,175 on account of his position as Chair of the CNG Committee until April 1, 2025 and $12,115 on account of his position as Chair of the Nomination and Governance Committee since April 2, 2025. 4 Ms. Disbrow’s “Total Fees Earned” include $24,270 on account of her position as Chair of the Audit and Risk Management Committee. 5 Mr. Lynch’s “Total Fees Earned” include $64,984 on account of his position as Board Chair, $5,217 on account of his position as a member of the Compensation Committee since April 2, 2025, and $2,413 on account of his position as a member of the Nomination and Governance Committee from April 2, 2025 to December 18, 2025. 6 Mr. Mainz joined the Board on August 23, 2025. His “Total Fees Earned” have been pro-rated accordingly and include his initial retainer and $1,500 on account of his position as a member of the Nomination and Governance Committee since December 19, 2025. 7 Ms. O’Neill’s “Total Fees Earned” include $7,826 on account of her position as a member of the Audit and Risk Management Committee. 8 Mr. Wouters’s “Total Fees Earned” include $7,826 on account of his position as a member of the Audit and Risk Management Committee.
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.