DEF 14A of Fennec Pharmaceuticals Inc.
Filed Apr 28, 2026 · FY20250001104659-26-050339
Election of Directors
Election of Directors We propose to set the number of directors of Fennec to be elected at the Meeting at five (5). The following are the names of the five persons for whom it is intended that votes will be cast for their election as directors of the Corporation pursuant to the proxy which is hereby solicited, unless the Shareholder directs therein otherwise: Dr. Khalid Islam Mr. Chris A. Rallis Dr. Marco Brughera Dr. Jodi Cook Mr. Jeff Hackman The term of office for each such person will be until Fennec’s next annual meeting of Shareholders or until such person’s successor is elected or duly appointed. In the event that prior to the Meeting any vacancies occur in the slate of nominees submitted above, it is intended that discretionary authority shall be exercised to vote the proxy hereby solicited (unless otherwise directed as aforesaid) for the election of any other person or persons as directors. Fennec management is not now aware that any of such nominees would be unwilling to serve as a director if elected. The Board unanimously recommends that Shareholders vote FOR setting the board size at five (5) and the election of the above-named director nominees. The persons named in the enclosed form of proxy will vote FOR the election of each of the director nominees to hold office until the close of the next annual meeting of Shareholders, unless a Shareholder has specified in the proxy that his or her Common Shares are to be withheld from voting in respect thereof. Fennec has adopted a majority voting policy in director elections that will apply at any meeting of Shareholders where an uncontested election of directors is held. Pursuant to this policy, if the number of proxy votes withheld from a particular director nominee is greater than the votes for such director, the director nominee will be required to submit his or her resignation as a director to the Chair of the Board promptly following the applicable Shareholders’ meeting. Following receipt of resignation, the Governance and Nominating Committee will consider whether or not to accept the offer of resignation and make a recommendation to the Board. Within 90 days following the applicable Shareholders’ meeting, the Board shall publicly disclose in a news release their decision whether to accept the applicable director’s resignation or not, including the reasons for rejecting the resignation, if applicable. The Board shall accept the resignation absent exceptional circumstances. A director who tenders his or her resignation pursuant to this policy will not be permitted to participate in any meeting of the Board or the Governance and Nominating Committee at which the resignation is considered. A copy of the majority voting policy may be found on the Fennec website at www.fennecpharma.com. The following table sets forth the name of each of our executive officers and directors, such person’s principal occupation or employment, all other positions with Fennec and any significant affiliate thereof now held by such person, if any, the year in which such person became a director of Fennec and such person’s age. The Corporation has an Audit Committee, a Compensation Committee, and a Governance and Nominating Committee. The current members of such committees are noted in the following table.
Election of Directors
| | | | Current Principal Occupation | | | Name and Province/State and | | | and Principal Occupation for | Director | | Country of Residence | Position | Age | Previous Five Years | Since | | Jeff Hackman, Massachusetts, USA | Chief Executive Officer, Director | 64 | CEO and Director of Fennec Pharmaceuticals; Chairman and CEO of Comera Life Sciences; director and CEO of Legacy Comera | August 2024 | | Rostislav Raykov, New Jersey, USA | Former Chief Executive Officer, Director(1) | 50 | Director and Former CEO of Fennec Pharmaceuticals | July 2009 | | Robert Andrade, California, USA | Chief Financial Officer | 51 | CFO of Fennec Pharmaceuticals | N/A | | Pierre Sayad, Texas, USA | Chief Medical Officer | 51 | Chief Medical Officer of Fennec Pharmaceuticals; Chief Operating Officer and interim Chief Medical Officer at Zephyr Labz | N/A | | Chris A. Rallis, North Carolina, USA | Director(2)(3)(4) | 72 | Executive in-residence at Pappas Capital; previously, CEO of ImmunoBiosciences | August 2011 | | Dr. Marco Brughera, Milano, Italy | Director(2)(3)(4) | 70 | Former Group CEO of Leadiant Biosciences SpA; previously Global Head Rare Disease and R&D at Sigma-tau; VP Preclinical Development at Nerviano Medical Sciences. | August 2016 | | Dr. Khalid Islam, Lugano, Switzerland | Chairman of Board, Director(2) | 70 | Founder and Chairman of Gain Therapeutics ; previously Chairman and CEO of Gentium S.p.A.; previously CEO of Arpida AG | April 2014 | | Jodi A. Cook, PhD South Carolina, USA | Director(3)(4) | 58 | CEO of Skylark Bio Inc, Former SVP, Head of Gene Therapy Strategy PTC Therapeutics, Inc, Former COO Agilis Biotherapeutics, Former Assistant Professor of Audiology Mayo Clinic | September 2019 |
Election of Directors
| (1) Mr. Raykov will not be standing for re-election at the Meeting and will be departing as a director immediately following the Meeting. Mr. Raykov’s departure is in no way due to any disagreement with the Corporation. Prior to the Meeting, the Board has determined to reduce the number of Board seats from six to five at the Meeting. Following the Meeting, it is expected that the Corporation will have no vacancies. |
Election of Directors
| (2) Member of the Audit Committee. |
Election of Directors
| (3) Member of the Compensation Committee |
Election of Directors
| (4) Member of the Governance and Nominating Committee |
Jeff Hackman
Jeff Hackman Mr. Hackman, age 64, has served as a director and Chief Executive Officer of Fennec since August 2024. Mr. Hackman served as Chief Executive Officer and as Chairman of the board of directors for Comera Life Sciences and Legacy Comera from May of 2022 and September of 2021, respectively, through August 2024. Prior to joining Legacy Comera, he was President of U.S. Operations from 2019 to 2021 for EUSA Pharma, a global pharmaceutical company focused on cancers and rare diseases. Previously, from 2017 to 2018, Mr. Hackman filled several roles at Aegerion Pharmaceuticals Inc., a biopharmaceutical company, finishing as acting CEO of its parent company, Novelion Therapeutics Inc. (NVLNF). Under his leadership, Novelion reached profitability. He joined Novelion from Shire Inc., a biopharmaceutical company, where he had been Senior VP and Head of U.S. Internal Medicine / Oncology Franchise from 2016 to 2017. Previously, he established the North American oncology commercial division for Baxalta, a biopharmaceutical company, following two years leading US commercial operations for Sigma Tau, a research-based pharmaceutical company. He has also held senior roles in several other pharmaceutical companies. We believe that Mr. Hackman is well qualified to serve as our Chief Executive Officer and as a director due to his extensive industry experience in senior management and leadership positions. Robert Andrade Mr. Andrade, age 51, has served as Chief Financial Officer since November 2015. Mr. Andrade was previously Chief Financial Officer and Director of Fennec from September 2009 until August 2013. In addition to his role with Fennec, Mr. Andrade was a private investor in 2015, and a senior analyst at Magnetar Capital from 2013 - 2014. Mr. Andrade graduated from University of Southern California, where he earned a Masters of Arts degree and Bachelor of Arts degree in economics.
Dr. Pierre Sayad
Dr. Pierre Sayad Dr. Sayad, age 51, is an accomplished biopharmaceutical executive with more than 22 years of proven success building and leading world-class organizations. During his tenure in the industry, Dr. Sayad has launched nine novel drugs across 14 therapeutic areas, including oncology (both solid tumors and hematologic malignancies) and neuroscience (depression, schizophrenia, bipolar and attention-deficit/hyperactivity disorder). Trained as a molecular physiologist, Pierre has been heavily involved in the successful commercial launches of several drugs, including oncology drugs at Onyx Pharmaceuticals, Karyopharm Therapeutics, Oncopeptides, and CTI BioPharma, and Eli Lilly and Company’s blockbuster neuroscience drugs. Pierre most recently served as chief operating officer and interim chief medical officer at Zephyr Labz. He also held senior leadership positions at the International Myeloma Foundation and Campbell Alliance. Dr. Sayad is a graduate of the School of Medicine, Loma Linda University, as well as Harvard Business School. Chris A. Rallis Mr. Rallis, age 72, has served as a director of Fennec since August 2011. Mr. Rallis has been an executive-in-residence at Pappas Capital, a life science venture capital firm since January 2008. Previously, Mr. Rallis was the President and Chief Executive Officer of ImmunoBiosciences, Inc. (“IBI”), a vaccine technology company formerly located in Raleigh, North Carolina from April 2006 through June 2007. Prior to joining IBI, Mr. Rallis served as an executive in residence (part-time) for Pappas Capital, and as a consultant for Duke University and Panacos Pharmaceuticals, Inc. Mr. Rallis is the former President and Chief Operating Officer (“COO”) and director of Triangle Pharmaceuticals, Inc., which was acquired by Gilead Sciences in January 2003 for approximately $465 million. Prior to assuming the role of President and COO in March 2000, he was Executive Vice President, Business Development and General Counsel. While at Triangle, Mr. Rallis participated in 11 equity financings generating gross proceeds of approximately $500 million. He was also primarily responsible for all business development activities which included a worldwide alliance with Abbott Laboratories and the in-licensing of ten compounds. Before joining Triangle in 1995, Mr. Rallis served in various business development and legal management roles with Burroughs Wellcome Co. over a 13 year period, including Vice President of Strategic Planning and Business Development. Mr. Rallis also serves on the board of Lung Cancer Initiative of NC, located in Raleigh, North Carolina. Mr. Rallis received his A.B. degree in economics from Harvard College and a J.D. from Duke University. As a result of these and other professional experiences, Mr. Rallis possesses particular healthcare industry knowledge and experience which strengthens the Board’s collective qualifications, skills, and experience. Dr. Marco Brughera Dr. Brughera, age 70, has been a director of Fennec since August 2016. Currently, he is the founder at Brucon srls and Strategic Advisor at Essetifin. From 2011 until 2021, Dr. Brughera had been CEO of Lediant Biosciences and has held several positions for the Sigma-Tau Group, including CEO and Global Head of Sigma Tau Rare Disease, President of Sigma-Tau Research and President of Sigma-Tau Pharmaceuticals. He drove the commercial revival of a lead oncology product line resulting in its successful sale for a total of around $900M. He also successfully out-licensed the Defibrotide US rights to Jazz Pharmaceuticals and the product Recovi to Chiesi Pharmaceuticals.. From 2004 to 2010, Dr. Brughera served as the Vice President of Preclinical Development at Nerviano Medical Sciences (NMS), a pharmaceutical oncology-focused integrated discovery and development company. He also served as the Managing Director at Accelera, an independent contract research organization with the NMS Group. From 1999 to 2004, Dr. Brughera held several senior level positions in the areas of research and development with Pharmacia and Pfizer. Prior to 1999, he held various positions at Pharmacia & Upjohn and Farmitalia Carlo Erba SpA, an Italian pharmaceutical company. He currently serves on the Board of Leadiant Biosciences Inc and Limited; advisor and biotech champion at Indaco Ventures Partners SGR. Previously was a Board member of Gentium, Exelead, Soligenix, Lee’s Pharmaceuticals and Naicons. Dr. Brughera earned his degree in veterinary medicine from the University of Milan and is a European Registered Toxicologist. Dr. Brughera has wide-spread experience and knowledge of pharmaceutical drug development in international companies. His scientific and business knowledge in particular in the oncology and orphan drug space deepens the board’s collective qualifications, skills and experience. Dr. Islam, age 70, has been a director of Fennec since April 2014 and is our current Chairman of the Board. Dr. Islam was the Chairman and CEO of Gentium S.p.A. (a Nasdaq-listed company; 2009-2014) where he led the transition from a loss-making to a cash-flow positive and profitable company. Under his leadership, the company value increased from US$25 million leading to a successful all cash US$1 billion merger with Jazz Pharmaceuticals, plc. Subsequent to the sale of Gentium, Dr. Islam has been involved from both an advisory and board level in several public and private healthcare related companies. From 1999-2008, Dr. Islam was President and CEO of Arpida AG where he transitioned the early-stage start-up to a SWX-listed company and raised US$300 million in the IPO and follow-ons. From 1987-1999, he held various positions in HMR & MMD (now Sanofi-Aventis). From 1977-1987, Dr. Islam worked in academia at Imperial College (Univ. of London) and in Milan University, where he was a contract professor. Dr. Islam is a graduate of Chelsea College and received his Ph.D. from Imperial College, University of London. He holds several patents and has published over 80 articles in leading journals. He is an advisor to the venture group Kurma Biofund (Paris). He is a founder/co-founder of Gain Therapeutics Inc. (GANX), Sirius Healthcare Partners GmbH (Zurich), PrevAbr LLC (D.C.), BioAim LLC (L.A.) & Life Sciences Management GmbH (Zug). Dr. Islam is Board Chair at Minoryx Therapeutics (Spain) and Gain Therapeutics Inc. (GANX), a public company. In the past, he has served on the Board of Directors of Immunomedics (USA), Processa Pharmaceuticals (PCSA), Pcovery Aps (Denmark), Adenium Aps (Denmark), C10 Pharma AS (Norway), Karolinska Development (KDEV, Sweden) and MolMed S.p.A. (MLMI, Italy). Dr. Islam’s extensive international pharmaceutical expertise in transitioning companies from development to production strengthens the Board’s collective qualifications, skills and experience. Dr. Jodi Cook
Dr. Pierre Sayad
Dr. Cook, age 58, has been a director of Fennec since September 2019. Dr. Cook is currently CEO of Skylark Bio Inc, an early-stage Company working on gene therapy for genetic disorders. Dr. Cook previously served as SVP and Head of Gene Therapy Strategy at PTC Therapeutics from August 2018 until February 2020. Previously she was one of the founding members and Chief Operating Officer of Agilis Biotherapeutics, a clinical-stage company focused on gene therapies for rare diseases of the central nervous system, from December 2013 until its acquisition by PTC Therapeutics in August 2018. While at Agilis she led the sale of the company to PTC in a deal that represented significant value to all parties. Dr. Cook’s career spans a wide range of experiences including VP of Clinical Research at InSound Medical and Director of Audiology at Songbird Hearing, both successful biotech start-up companies within the hearing industry. She has been Assistant Professor of Audiology and Director of the Hearing Aid Program at Mayo Clinic. Dr. Cook earned a BA from Loyola University in Maryland, M.Aud. from University of South Carolina, and PhD from Arizona State University in Hearing Science. She completed a clinical fellowship at Johns Hopkins School of Medicine in Baltimore, MD. Her extensive scientific, clinical and executive business experience strengthens the Board’s collective qualifications, skills and expertise.
Amendments to Equity Incentive Plan
Amendments to Equity Incentive Plan Fennec’s 2020 Equity Incentive Plan, as amended (the “Equity Incentive Plan”) is designed to align the interests of participants with those of Shareholders by offering performance-based compensation linked to the long-term value of Fennec Common Shares. The total number of Common Shares that may be the subject of awards and issued under the Equity Incentive Plan, together with our prior stock option plan which was last approved by our Shareholders on June 19, 2019 (the “Prior Plan”), is currently 8,500,000 Common Shares (excluding for this purpose any Common Shares issued under the Equity Incentive Plan or the Prior Plan prior to June 3, 2025). As of April 13, 2026:
Amendments to Equity Incentive Plan
| • | 2,538,833 Common Shares have been issued pursuant to the exercise of stock options under the Equity Incentive Plan, and 780,137 Common Shares have been issued in connection with the vesting of RSUs awarded under the Equity Incentive Plan. |
Amendments to Equity Incentive Plan
| • | 7,210,759 stock options and 249,040 RSUs are outstanding. |
Amendments to Equity Incentive Plan
| • | 1,417,701 Common Shares are available for issuance pursuant to the exercise of any option grants or issuance pursuant to other awards under the Equity Incentive Plan. |
Amendments to Equity Incentive Plan
Further information on the Corporation’s Equity Incentive Plan can be found on pages 21 to 29 of this circular, including, for the most recent fiscal year, details on the burn rate, overhang and dilution measures. Based on the limited number of Common Shares available for issuance pursuant to the exercise of any future stock option grants or pursuant to any other equity awards under the Equity Incentive Plan, the burn rate, and the Corporation’s practices for granting stock options and other equity awards, it is proposed that the number of Common Shares available for issuance be increased to 10,000,000 Common Shares, excluding any Common Shares issued under the Equity Incentive Plan or the Prior Plan prior to June 10, 2026. This limit increase is expected to provide a sufficient number of Common Shares for issuance under the Equity Incentive Plan for the foreseeable future. After giving effect to the proposed increase, the total number of Common Shares that will be available for issuance under the Equity Incentive Plan (including to satisfy the exercise of currently outstanding stock options and RSU awards), after deducting the Common Shares previously issued pursuant to the exercise of options and vesting of RSUs under the Equity Incentive Plan, will be 10,000,000, excluding any Common Shares issued under the Equity Incentive Plan or the Prior Plan prior to June 10, 2026. This represents approximately 28.81% of the total issued and outstanding Common Shares (and approximately 22.36% on a fully diluted, after issued basis) as of April 13, 2026. On April 27, 2026, the Corporation’s board of directors approved, subject to the approval of the Corporation’s Shareholders, amending the Equity Incentive Plan to increase the number of Common Shares available for issuance under the Equity Incentive Plan (excluding Common Shares issued prior to the date of the Meeting pursuant to the exercise of options and vesting of RSUs) to 10,000,000 Common Shares (excluding for this purpose the Common Shares issued under the Equity Incentive Plan or the Prior Plan prior to June 10, 2026), representing approximately 28.81% of the total issued and outstanding Common Shares (and approximately 22.36% on a fully diluted, after issued basis) as of the date of this circular. The board of directors therefore recommends that Shareholders, other than the Eligible Insiders (defined below), approve the following resolutions: “BE IT RESOLVED THAT: 1.1.The following amendment to the first sentence of Section of 3(a) of the Corporation’s Equity Incentive Plan is hereby approved, ratified and confirmed: “Shares Issuable. The maximum number of Shares reserved and available for issuance under the Plan, together with the Prior Plan, shall be limited to 10,000,000 Common Shares, excluding for this purpose any Shares issued under this Plan or the Prior Plan prior to June 10, 2026.”
Amendments to Equity Incentive Plan
| 2. | any officer of the Corporation be and is hereby authorized to do all such things and to sign, execute and deliver any and all documents and instruments as may be necessary or advisable in order to give effect to this resolution.” |
Amendments to Equity Incentive Plan
The Equity Incentive Plan does not limit the participation of insiders. Votes attached to the securities held by all insiders eligible to participate in the Equity Incentive Plan (the “Eligible Insiders”) will be excluded from voting on the above resolution. Accordingly, Shareholders, other than the Eligible Insiders, will be asked to approve the amendments to the Equity Incentive Plan as described above, such amendments requiring approval by a simple majority of votes cast. As of the record date, Eligible Insiders hold 766,153 Common Shares, which shares will be excluded from the vote. The board recommends voting FOR the proposed amendments to the Equity Incentive Plan. The persons named in the enclosed form of proxy will vote FOR the proposed amendments to the Equity Incentive Plan, unless a Shareholder has specified in the proxy that his or her Common Shares are to be voted against or abstained from voting in respect thereof.
Description of the 2026 Equity Inducement Plan
Description of the 2026 Equity Inducement Plan The major features of the 2026 Equity Inducement Plan are summarized below. The summary is qualified in its entirety by reference to the full text of the 2026 Equity Inducement Plan, which is attached to this circular as Schedule “B”. Plan Shares. The maximum number of Common Shares that may be issued in connection with any awards granted under the 2026 Equity Inducement Plan is limited to 600,000 Common Shares. Common Shares that are forfeited, cancelled, held back upon the exercise or settlement of an award to cover the exercise price or tax withholding, reacquired by us prior to vesting, satisfied without the issuance of Common Shares or otherwise terminated (other than by exercise) are added back to the Common Shares available for issuance under the 2026 Equity Inducement Plan. Administration. The 2026 Equity Inducement Plan is administered by the Compensation Committee. The Compensation Committee has full power to select, from among the individuals eligible for awards, the individuals to whom awards will be granted, to make any combination of awards to participants, and to determine the specific terms and conditions of each award, subject to the provisions of the 2026 Equity Inducement Plan. Eligibility. Only newly hired employees are eligible to participate in the 2026 Equity Inducement Plan, as selected by the Compensation Committee. Stock Options. The 2026 Equity Inducement Plan permits the granting of (i) options to purchase Common Shares intended to qualify as incentive stock options under Section 422 of the Code (if approved by the Shareholders at the Meeting); and (ii) options that do not so qualify. Options granted under the 2026 Equity Inducement Plan will be non-qualified options if they fail to qualify as incentive options or exceed the annual limit on incentive stock options. Incentive stock options may only be granted to employees of the Corporation and its subsidiaries. The option exercise price of each option will be determined by the Compensation Committee but may not be less than 100% of the fair market value of the Common Shares on the date of grant. Fair market value for this purpose will be the last reported sale price of the shares of common stock on the Nasdaq Capital Market on the date immediately preceding the grant date. The exercise price of an option may not be reduced after the date of the option grant, other than to appropriately reflect changes in our capital structure, without approval of the Shareholders. The term of each option will be fixed by the Compensation Committee and may not exceed ten years from the date of grant, provided that, if the end of such period for any vested option falls on, or within nine trading days immediately following, a date upon which the optionee is prohibited from exercising such option due to a black out period or other trading restriction imposed by the Corporation, then the expiry date of such option shall be automatically be the tenth trading day following the date the relevant black-out period or other trading restriction imposed by the Corporation is lifted, terminated or removed. The Compensation Committee will determine at what time or times each option may be exercised. Options may be made exercisable in installments and the exercisability of options may be accelerated by the Compensation Committee. In general, unless otherwise permitted by the Compensation Committee, no option granted under the 2026 Equity Inducement Plan is transferable by the optionee other than by will or by the laws of descent and distribution or pursuant to a domestic relations order, and options may be exercised during the optionee’s lifetime only by the optionee, or by the optionee’s legal representative or guardian in the case of the optionee’s incapacity. Upon exercise of options, the option exercise price must be paid in full either in cash, by certified or bank check or other instrument acceptable to the Compensation Committee or by delivery (or attestation to the ownership) of Common Shares that are beneficially owned by the optionee and that are not subject to risk of forfeiture. Subject to applicable law, the exercise price may also be delivered to the Corporation by a broker pursuant to irrevocable instructions to the broker from the optionee. In addition, the Compensation Committee may permit non-qualified options to be exercised using a net exercise feature that reduces the number of shares issued to the optionee by the number of shares with a fair market value equal to the exercise price. To qualify as incentive options, options must meet additional federal tax requirements, including a $100,000 limit on the value of shares subject to incentive options that first become exercisable by a participant in any one calendar year. Stock Appreciation Rights. The Compensation Committee may award stock appreciation rights subject to such conditions and restrictions as the Compensation Committee may determine. Stock appreciation rights entitle the recipient to shares of common stock equal to the value of the appreciation in the stock price over the exercise price. The exercise price is the fair market value of the Common Shares on the date of grant. The term of a stock appreciation right may not exceed ten years. Restricted Stock. The Compensation Committee may award shares of common stock to participants subject to such conditions and restrictions as the Compensation Committee may determine. These conditions and restrictions may include the achievement of certain performance goals or continued employment with us through a specified restricted period. During the vesting period, restricted stock awards may be credited with dividend equivalent rights, but dividend equivalents payable with respect to restricted stock awards with vesting tied to the attainment of performance criteria or service shall not be paid unless and until such conditions are satisfied. Restricted Stock Units. The Compensation Committee may award restricted stock units to participants. Restricted stock units are ultimately payable in the form of shares of common stock (or cash, if so provided in the specific award) subject to such conditions and restrictions as the Compensation Committee may determine. These conditions and restrictions may include the achievement of certain performance goals or continued employment with the Corporation through a specified vesting period. In the Compensation Committee’s sole discretion, it may permit a participant to make an advance election to receive a portion of his or her future cash compensation otherwise due in the form of a restricted stock unit award, subject to the participant’s compliance with the procedures established by the Compensation Committee and requirements of Section 409A of the Code. During the deferral period, the deferred stock awards may be credited with dividend equivalent rights. Unrestricted Stock Awards. The Compensation Committee may also grant shares of common stock that are free from any restrictions under the 2026 Equity Inducement Plan. Unrestricted stock may be granted to any participant in recognition of past services or other valid consideration and may be issued in lieu of cash compensation due to such participant. Cash-Based Awards. The Compensation Committee may grant cash bonuses under the 2026 Equity Inducement Plan to participants. The cash bonuses may be subject to the achievement of certain performance goals. Dividend Equivalent Rights. The Compensation Committee may grant dividend equivalent rights to participants, which entitle the recipient to receive credits for dividends that would be paid if the recipient had held specified shares of common stock. Dividend equivalent rights granted as a component of another award (other than a stock option or stock appreciation right) may be paid only if the related award becomes vested. Dividend equivalent rights may be settled in cash, shares of
Description of the 2026 Equity Inducement Plan
common stock or a combination thereof, in a single installment or installments, as specified in the award. Change of Control Provisions. The 2026 Equity Inducement Plan provides that upon the effectiveness of a “sale event,” as defined in the 2026 Equity Inducement Plan, all outstanding awards may be assumed, substituted or otherwise continued by the successor entity. To the extent that the successor entity does not assume, substitute or otherwise continue such awards, upon the effective time of the sales event the 2026 Equity Inducement Plan and all outstanding awards that remain unexercised or settled will terminate. When a sales event occurs and outstanding awards are not assumed, substituted or continued, except as may be otherwise specifically provided in an award certificate, all options and stock appreciation rights with time-based vesting conditions or restrictions that are not vested or exercisable immediately prior to the effective time of the sale event may become fully vested and exercisable as of the effective time of the sale event at the discretion of the Compensation Committee, all other awards with time-based vesting, conditions or restrictions may become fully vested and non-forfeitable as of the effective time of the sale event at the discretion of the Compensation Committee, and all awards with conditions and restrictions relating to the attainment of performance goals may become vested and non-forfeitable in connection with a sale event in the Compensation Committee’s discretion or to the extent specified in an award certificate. In addition, the Corporation may make or provide for payment, in cash or in kind, to participants holding options and stock appreciation rights equal to the difference between the per share cash consideration paid in the sales event and the exercise price of the options or stock appreciation rights. The Compensation Committee shall also have the option to make or provide for a payment, in cash or in kind, to grantees holding other awards in an amount equal to the per share cash consideration paid in the sales event multiplied by the number of vested shares under such awards. Adjustments for Stock Dividends, Stock Splits, Etc. The 2026 Equity Inducement Plan requires the Compensation Committee to make appropriate adjustments to certain limits in the 2026 Equity Inducement Plan and to any outstanding awards to reflect stock dividends, stock splits, extraordinary cash dividends and similar events. Tax Withholding. Participants in the 2026 Equity Inducement Plan are responsible for the payment of any federal, state or local taxes that the Corporation is required by law to withhold upon the exercise of options or stock appreciation rights or vesting of other awards. Subject to approval by the Compensation Committee, participants may elect to have their tax withholding obligations satisfied by authorizing the Corporation to withhold shares of common stock to be issued pursuant to exercise or vesting. The Compensation Committee may also require awards to be subject to mandatory share withholding up to the required withholding amount. Amendments and Termination. The Board of Directors may at any time amend or discontinue the 2026 Equity Inducement Plan and the Compensation Committee may at any time amend or cancel any outstanding award for the purpose of satisfying changes in the law or for any other lawful purpose. However, no such action may adversely affect any rights under any outstanding award without the holder’s consent. To the extent required under Nasdaq or TSX rules any amendments that materially change the terms of the 2026 Equity Inducement Plan will be subject to approval by our Shareholders. Amendments shall also be subject to approval by our Shareholders if and to the extent determined by the Compensation Committee to be required by the Code to preserve the qualified status of incentive options. Subject to any additional requirements of the rules of Nasdaq or the TSX, the following amendments to the 2026 Equity Inducement Plan or awards issued thereunder shall not be made without the prior approval of Nasdaq or the TSX, and approval of the Shareholders: (i) increasing the maximum number of Common Shares issuable under the 2026 Equity Inducement Plan; (ii) a reduction in the exercise price of any Stock Options or Stock Appreciation Rights held by insiders; (iii) an extension to the term of Stock Options or Stock Appreciation Rights held by insiders; and (iv) amendments to amending provision of the 2026 Equity Inducement Plan. Examples of the amendments that may be made by the Board without shareholder approval include, without limitation, amendments related to (a) the vesting provisions of the 2026 Equity Inducement Plan or any award granted under the 2026 Equity Inducement Plan, (b) the early termination provisions of the 2026 Equity Inducement Plan or any option granted under the 2026 Equity Inducement Plan, (c) the addition of any form of financial assistance by the Corporation for the acquisition by all or certain categories of participants, and the subsequent amendment of any such provision which is more favorable to such participants, (d) the addition or modification of a cashless exercise feature, payable in cash or Common Shares, which provides for a full deduction of the number of underlying Common Shares from the Common Shares reserved for issuance under the 2026 Equity Inducement Plan, (e) changing the maximum percentage of Common Shares which are reserved for issuance under the 2026 Equity Inducement Plan to a maximum number of Common Shares not exceeding the number of Common Shares which then represents the maximum percentage previously approved by the Corporation’s security holders; (f) the suspension or termination under applicable laws (including, without limitation, the rules, regulations and policies of Nasdaq or the TSX); and/or (g) general housekeeping matters.
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Corporation. The following information is presented to disclose the relationship between executive “compensation actually paid” or CAP, as calculated under applicable SEC rules, and the Corporation’s financial performance. As required by SEC rules, the table presented below discloses CAP for (i) the Corporation’s principal executive officer (“PEO”), Mr. Hackman and the former principal executive officer (“Former PEO”) Mr. Raykov, and (ii) the Corporation’s NEOs other than Mr. Hackman and Mr. Raykov (collectively, “Non-PEO NEOs”), on an average basis. The Corporation’s PEO and the Non-PEO NEOs receive time-based RSU awards and their total compensation is not tied to any specific company performance measures.
Pay Versus Performance
| | | | | | Average | | | | | | | | | | Summary | Average | Value of | | | | | | | | Compensation | Compensation | Initial Fixed $100 | | | | | | | | Total for | Actually Paid to | Investment | Net | | | Summary Compensation Table Total for PEO(1) | | Compensation Actually Paid To PEO(2) | | Non-PEO | Non-PEO | Based On Total | Income | | Year | PEO | Prior PEO | PEO | Prior PEO | NEOs(3) | NEOs(4) | Shareholder Return(5) | (millions)(6) | | (a) | (b) | | (c) | | (d) | (e) | (f) | (g) | | 2025 | 1,715,227 | - | 815,456 | - | 4,124,912 | 2,919,877 | 103 | (9,741) | | 2024 | 1,611,861 | 3,238,461 | 1,866,208 | 1,960,657 | 1,122,451 | 979,998 | 85 | (436) | | 2023 | | 2,497,849 | | 4,526,511 | 1,234,679 | 2,036,284 | 151 | (16,045) |
Pay Versus Performance
| (1) The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Hackman, the Corporation’s current Chief Executive Officer (who joined the company in Augus 2024) and Mr. Raykov, the former Chief Executive Officer, for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – Summary Compensation Table.” |
Pay Versus Performance
| (2) The dollar amounts reported in column (c) represent the amount of CAP as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Hackman and Mr. Raykov during the applicable year as it includes changes in the value of stock compensation for awards which remained unvested at the end of the applicable year. The following table details the applicable adjustments that were made to determine CAP: |
Pay Versus Performance
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following:
Pay Versus Performance
| | | | | | | | Add: Change in | | | | | | | | | | Value as of | | | | | | | | | Add: Change in | Vesting Date | | | | | | Deduct: Stock | Add: Fair Value of | Add: Fair Value of | Fair Value of | of Equity Awards | | | | | Summary | Compensation | of Equity Awards | of Equity Awards | Outstanding and | Granted in | | | | | Compensation | Included | Granted in Fiscal year | Granted and Vested | Unvested Equity | Prior Years | | | | | Table | in Summary | and Unvested | in Fiscal Year | Awards granted | which Vested | Compensation | | Fiscal Year | Executive(s) | Total | Compensation | as of Year-End | | in Prior Fiscal Years | in Fiscal Year | Actually Paid | | | | | (a) | (b) | (c) | (d) | (e) | | | 2025 | PEO | 1,715,227 | 1,111,755 | 803,487 | 385,000 | (881,358) | (95,144) | 815,456 | | 2025 | Non-PEO NEOs | 4,124,912 | 2,357,055 | 1,034,487 | 1,309,000 | (1,305,418) | 113,952 | 2,919,877 | | 2024 | PEO | 1,611,861 | 1,386,862 | 1,641,208 | - | - | - | 1,866,208 | | 2024 | Prior PEO | 3,238,461 | 1,606,792 | 632,000 | 679,750 | - | (982,763) | 1,960,657 | | 2024 | Non-PEO NEOs | 1,122,451 | 602,826 | 662,476 | - | (63,392) | (138,710) | 979,998 | | 2023 | Prior PEO | 2,497,849 | 1,655,873 | 2,283,329 | - | (618,750) | 2,019,956 | 4,526,511 | | 2023 | Non-PEO NEOs | 1,234,679 | 856,335 | 1,244,623 | - | (19,094) | 432,411 | 2,036,284 |
Pay Versus Performance
| (a) The grant date fair value of equity-based awards, as reported in the Summary Compensation Table. |
Pay Versus Performance
| (b) The year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year. |
Pay Versus Performance
| (c) For awards granted and vested in the current fiscal year, the amount equals the fair value at the vesting date. |
Pay Versus Performance
| (d) The amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year. |
Pay Versus Performance
| (e) For awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value |
Pay Versus Performance
| (3) The dollar amounts represent the average Summary Compensation Table totals for the non-PEO NEOs. The non-PEO NEOs during the calendar year 2024 were Mr. Andrade, the Corporation’s Chief Financial Officer and effective October 28, 2024, Mr. Sayad, the Corporation’s Chief Medical Officer. The non-PEO NEOs during the calendar year 2023 were Mr. Andrade, the Corporation’s Chief Financial Officer Mr. Haigh, the Corporation’s former Chief Operating Officer, who resigned on June 30, 2024. The Non-PEO NEO during the calendar year 2022 was Mr. Andrade. |
Pay Versus Performance
| (4) Represents CAP for non-PEO NEOs. The amounts shown do not reflect the actual compensation earned by or paid to the non-PEO NEOs during the applicable year. In accordance with SEC rules, adjustments were made to determine the CAP using the same methodology described in the footnotes above. |
Pay Versus Performance
| (5) Calculated based upon the closing price of a share of the Corporation’s common stock on the last day of its 2024 2023, 2022 fiscal years, which prices were $6.32, $11.22, $9.60, $4.40, respectively. |
Pay Versus Performance
| (6) Refer to Corporation’s Consolidated Statements of Operations as presented in its Annual Report on Form 10-K filed on March 27, 2026. |
Pay Versus Performance
Relationship Between Compensation Actually Paid, TSR, and Net Income (Loss) The amounts of CAP shown in the above Pay versus Performance Table have been calculated as required by Item 402(v) of SEC Regulation S-K. Such calculated amounts do not represent the actual amount of compensation earned by or paid to such individuals in the fiscal years shown. Item 402(v) also requires that the Corporation’s total shareholder return (“TSR”) and net income(loss) for each of the fiscal years shown be included in the Pay versus Performance Table as performance measures. While the Compensation Committee considers TSR and net income (loss) in determining executive compensation, the Committee also utilizes various other performance measures in seeking to align executive compensation with the non-PEO NEOs’ performance as well as certain subjective measures, all as described in more detail under “Compensation Discussion and Analysis (CD&A).” The Compensation Committee of the Board of Directors of the Corporation does not have a policy or practice of evaluating cumulative total shareholder return as part of its determination of compensation decisions for Named Executive Officers. As noted in the “Compensation Discussion and Analysis” section of this proxy statement, the Compensation Committee reviews various compensation metrics to ensure the competitiveness of its executive compensation. The Compensation Committee determines on an annual basis the relevant objectives and goals that drive each of the Named Executive Officer’s compensation. While the Corporation’s financial condition and share price are measurements that the Corporation utilizes in evaluating the relevant objectives, the Compensation Committee also considers the advancement of the Corporation’s product candidates, both preclinical and clinical, as well as the achievement of corporative objectives, including financings, partnerships and other business development.
Summary Compensation Table
Summary Compensation Table The following table sets out certain information respecting the compensation paid to our Chief Executive Officer, our Chief Financial Officer and Chief Medical Officer (collectively, “Named Executive Officers”) for the fiscal years ended December 31, 2025 and December 31, 2024.
Summary Compensation Table
| | | | | Restricted Share | Performance Share | Option | | | Name and Principal Position | Year | Salary ($) | Bonus ($) | Unit Awards ($) | Unit Awards ($) | Awards ($) (1) | Total ($) | | Jeffrey Hackman, CEO | 2025 | 586,343 | 45,833 | 487,500 | 399,600 | 202,878 | 1,722,154 | | | 2024 | 225,000 | - | - | - | 1,386,862 | 1,611,862 | | Robert Andrade, CFO | 2025 | 482,095 | 70,551 | 487,500 | 630,000 | 202,878 | 1,873,024 | | | 2024 | 463,553 | 494,446 | 356,000 | - | 447,396 | 1,761,395 | | Pierre S. Sayad, CMO | 2025 | 464,081 | - | 65,000 | 246,000 | - | 775,081 | | | 2024 | 81,250 | - | - | - | 402,256 | 483,506 |
Summary Compensation Table
| (1) Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Dollar value amounts are based on individual grants to each of Mr. Hackman, Mr. Andrade, and Mr. Sayad of 400,000, 100,000, and 150,000 options, respectively. Such option grants were received on August 15, 2024, for Mr. Hackman, May 16, 2024, for Mr. Andrade, and November 13, 2024, for Mr. Sayad. The August grant has a strike price of $5.58, the May grant has a strike price of $7.12 and the November grant has a strike price of $4.23. On May 16, 2024, Mr. Andrade was also awarded 50,000 Restricted Share Units. All option grants expire 10 years after the applicable grant date. All equity awards vest in the following manner: one-third of these options shall vest and may be exercised one year after the grant date (the “Vesting Commencement Date”). The remaining two-thirds of the options shall vest monthly at a rate of 1/24th of the remaining grant and shall be exercisable as of the last day of each following month after the Vesting Commencement Date. As of the third anniversary of the grant date, all of the options shall be vested. |
Summary Compensation Table
Jeff Hackman Mr. Hackman has been employed by us since August 2024. Pursuant to an employment agreement dated August 5, 2024 between Mr. Hackman and Fennec, Mr. Hackman is employed as our Chief Executive officer and: (a) received an initial salary of $550,000, subject to annual adjustment by our Board of Directors, (b) may receive annual bonuses at the sole discretion of the Board. If Mr. Hackman’s employment terminates due to a change of control of Fennec, Mr. Hackman’s remaining unvested equity shall immediately vest and be fully exercisable. If Mr. Hackman is dismissed from employment by us for any reason other than “for cause,” we are obligated to pay Mr. Hackman severance compensation equal to twelve months of salary. The initial term of the agreement was for one year and the agreement automatically extends for additional one-year periods unless terminated by either party in accordance with the agreement. Effective March 1, 2026, Mr. Hackman’s salary is $615,083 per year.
Payments on Termination
Payments on Termination The following table provides details regarding the estimated incremental payments from us to each of the Named Executive Officers assuming termination without cause on December 31, 2025.
Payments on Termination
| Name | Severance | Estimated Bonus | Value of benefits | | Jeff Hackman, CEO | $586,343 | $293,172 | $879,515 | | Robert Andrade, CFO | $361,572 | $144,628 | $506,200 | | Pierre Sayad, CMO | $348,061 | $139,224 | $487,285 |
Compensation of Directors
Compensation of Directors
Director Compensation Table
Director Compensation Table The following table summarizes the compensation earned by our non-executive directors for the year ended December 31, 2025.
Director Compensation Table
| Name | Fees paid in Cash | Stock Awards | Option Awards(1)(3) | Total | | Mr. Raykov(2) | — | — | — | — | | Dr. Islam | 100,000 | — | 114,019 | 214,019 | | Dr. Brughera | 77,500 | — | 91,215 | 168,715 | | Dr. Cook | 62,500 | — | 91,215 | 153,715 | | Mr. Rallis | 82,500 | — | 91,215 | 173,715 | | Total | $322,500 | $— | $387,664 | $710,164 |
Director Compensation Table
| (1) Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. |
Director Compensation Table
| (2) On April 27, 2026, Mr. Raykov notified the Corporation of his desire to retire from the Board and that he will not stand for re-election at the Meeting. |
Director Compensation Table
| (3) Detail of grants are presented in the following table: |
Director Compensation Table
| | | | Option Exercise Price | | Name | Date of Grant | Number of Options Granted | $USD | | Mr. Rallis | June 03, 2025 | 20,000 | 7.88 | | Dr. Brughera | June 03, 2025 | 20,000 | 7.88 | | Mr. Raykov(1) | June 03, 2025 | — | — | | Dr. Islam | June 03, 2025 | 25,000 | 7.88 | | Dr. Cook | June 03, 2025 | 20,000 | 7.88 | | Total | | 85,000 | |
Director Compensation Table
| (1) On April 27, 2026, Mr. Raykov notified the Corporation of his desire to retire from the Board and that he will not stand for re-election at the Meeting. |
Director Compensation Table
The annual compensation considerations for non-executive directors also include the awarding of stock options. We believe that granting of options to the non-executive directors serves three primary purposes: (1) to recognize the significant time and effort commitments of being a member of our Board; (2) to provide long-term incentives for future efforts since the value of the options is directly dependent on our market valuation; and (3) to retain quality individuals. When determining whether and how many new option grants will be made, the Compensation Committee takes into account the amount and terms of any outstanding options. We do not require our non-executive directors to own a specific amount of our common shares. Each of the current non-executive directors, Mr. Islam, Dr. Brughera, Dr. Cook, Mr. Raykov, and Mr. Rallis, have entered into an Independent Director Agreement with the Corporation, which provides for cash compensation as set forth by the Compensation Committee commensurate with that member’s responsibilities. The Compensation Committee may also remunerate members in the form of a grant of options to purchase shares of our common shares. The options immediately vest when granted and are otherwise subject to the terms and conditions of our stock option plan, as amended. The Independent Director Agreements also provide for the reimbursement of such director’s reasonable travel and related expenses incurred in the course of attending board meetings.
Non-Executive Director Outstanding Equity Awards at December 31, 2025
Non-Executive Director Outstanding Equity Awards at December 31, 2025
Non-Executive Director Outstanding Equity Awards at December 31, 2025
| | | | | Value of | | | Number of Securities | | Option | Unexercised in | | | Underlying Unexercised | Option | Expiration | the-Money | | Name | Options (#) Exercisable | Exercise Price (USD$) | Date | Options (USD$)(1) | | Mr. Rallis | 14,344 | 2.44 | 6/9/2026 | 75,449 | | | 20,000 | 5.10 | 6/27/2027 | 52,000 | | | 20,000 | 10.93 | 6/8/2028 | - | | | 20,000 | 4.26 | 6/18/2029 | 68,800 | | | 20,000 | 6.17 | 8/13/2030 | 30,600 | | | 20,000 | 7.52 | 6/29/2031 | 3,600 | | | 20,000 | 5.59 | 6/14/2032 | 42,200 | | | 20,000 | 8.78 | 6/12/2033 | - | | | 20,000 | 5.58 | 8/15/2034 | 42,400 | | | 20,000 | 7.88 | 6/3/2035 | - | | Dr. Islam | 25,000 | 5.10 | 6/27/2027 | 65,000 | | | 25,000 | 10.93 | 6/8/2028 | - | | | 25,000 | 4.26 | 6/18/2029 | 86,000 | | | 25,000 | 6.17 | 8/13/2030 | 38,250 | | | 25,000 | 7.52 | 6/29/2031 | 4,500 | | | 25,000 | 5.59 | 6/14/2032 | 52,750 | | | 25,000 | 8.78 | 6/12/2033 | - | | | 25,000 | 5.58 | 8/15/2034 | 53,000 | | | 25,000 | 7.88 | 6/3/2035 | - | | Dr. Brughera | 35,545 | 2.11 | 12/30/2026 | 198,697 | | | 20,000 | 5.10 | 6/27/2027 | 52,000 | | | 20,000 | 10.93 | 6/8/2028 | - | | | 20,000 | 4.26 | 6/18/2029 | 68,800 | | | 20,000 | 6.17 | 8/13/2030 | 30,600 | | | 20,000 | 7.52 | 6/29/2031 | 3,600 | | | 20,000 | 5.59 | 6/14/2032 | 42,200 | | | 20,000 | 8.78 | 6/12/2033 | - | | | 20,000 | 5.58 | 8/15/2034 | 42,400 | | | 20,000 | 7.88 | 6/3/2035 | - | | Dr. Cook | 20,000 | 5.59 | 6/14/2032 | 42,200 | | | 20,000 | 8.78 | 6/12/2033 | - | | | 20,000 | 5.40 | 11/13/2029 | 46,000 | | | 20,000 | 5.58 | 8/15/2034 | 42,400 | | | 20,000 | 7.88 | 6/3/2035 | - | | | 20,000 | 6.17 | 8/13/2030 | 30,600 | | | 20,000 | 7.52 | 6/29/2031 | 3,600 |
Non-Executive Director Outstanding Equity Awards at December 31, 2025
| (1) Calculated using the closing price of our Common Shares on Nasdaq on December 31, 2025 (the last trading day of 2025), which was USD$7.70. |
Indebtedness of Directors and Executive Officers
Indebtedness of Directors and Executive Officers Section 13(k) of the Exchange Act prohibits Fennec from making or arranging an extension of credit to its directors or executive officers in the form of a personal loan. No individual, who is or was a director, executive officer or employee of Fennec, nor any proposed nominee for election as a director of Fennec, nor any associate of any one of them: (i) is or, at any time since the beginning of Fennec’s most recent completed financial period, has been indebted to Fennec or any of its subsidiaries; or (ii) was indebted to another entity, which indebtedness is, or was at any time during Fennec’s most recent completed financial period, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by Fennec or any of its subsidiaries.
Board of Directors
Board of Directors The Board of Directors currently consists of six (6) directors. On April 27, 2026, Mr. Raykov notified the Corporation of his desire to retire from the Board and that he will not stand for re-election at the Meeting and, consequently, the size of the Board of Directors is proposed to be set at five at the Meeting. The Board of Directors is composed of a majority of independent directors. The Board applies the definition of independence found in Canadian National Instrument 58-101 and National Policy 58-201 and the applicable rules of Nasdaq. The Board has determined that four of the current six directors are “independent”, being Dr. Cook and Messrs. Rallis, Brughera and Islam. Two directors have a material relationship with the Corporation and therefore are not independent. Mr. Raykov, the former Chief Executive Officer of the Corporation, and Mr. Hackman, the current Chief Executive Officer, are considered to have a material relationship with the Corporation by virtue of his executive officer position. Fennec is of the view that the composition of its Board reflects a diversity of background and experience that are important for effective corporate governance. Other directorships held by Board members are described in this Circular under the heading “Ordinary Matters – Election of Directors.” During the financial year ended December 31, 2025, the Board devoted a portion of ten meetings to discuss in the absence of directors who are not “independent,” and certain of the Committees also conducted executive sessions where all participants were independent directors. In order to facilitate open and candid discussion among its independent directors, the Corporate Governance Guidelines provide that independent directors should meet at least annually without the presence of management or non-independent directors, that the Chairman or Lead Independent Director is authorized to call additional meetings of the independent directors and that the Chairman or Lead Independent Director is authorized to act as the presiding director at such meetings and to develop the agenda for such meetings. In addition, each Board member is free to suggest the inclusion of items on any Board or Committee meeting agenda and suggest pre-meeting materials to either the Chair of the Board or the Lead Independent Director. At any meeting of the Board, each Board member is also free to raise subjects that are not on the agenda for that meeting. Furthermore, each Board committee, the Chairman and the Lead Independent Director, on behalf of the independent directors as a group, have the authority to hire legal, accounting, financial or other advisors as they may deem necessary in their best judgment, without the need to obtain the prior approval of any officer of the Corporation. The Chief Financial Officer of the Corporation will arrange for payment of the invoices of any such third party. Directors’ Attendance For the fiscal year ended December 31, 2025, the Board met on ten occasions, the Audit Committee met on five occasions, the Compensation Committee met on seven occasions, and the Governance and Nominating Committee met on three occasions. The following table sets forth the attendance of directors at meetings of the Board and Committee meetings.
Board of Directors
| | | | | Attendance at | | | | Attendance at | Attendance at | Governance/ | | | | Audit | Compensation | Nominating | | | Attendance at | Committee | Committee | Committee | | Director | Board Meetings | Meetings | Meetings | Meetings | | Jeff Hackman | 5/5 | — | — | — | | Chris Rallis | 5/5 | 5/5 | 5/5 | 3/3 | | Dr. Khalid Islam | 5/5 | 5/5 | — | — | | Dr. Marco Brughera | 5/5 | 5/5 | 5/5 | 3/3 | | Dr. Jodi Cook | 5/5 | — | 5/5 | 3/3 | | Rostislav Raykov | 5/5 | — | — | — |
Board of Directors
The Board expects management to be responsible for the day-to-day operations of and to implement the approved strategic business plan within the context of authorized budgets and corporate policies and procedures. Management is expected to report regularly to the Board in a comprehensive, accurate, and timely fashion on Fennec’s business and affairs. Fennec does not have a formal written policy regarding attendance of Board members at annual meetings of the shareholders. Fennec, however, strongly encourages all directors to attend such meetings.