DEF 14A of PMGC Holdings Inc.
Filed Mar 6, 2025 · FY20240001213900-25-020943
Consideration of Director Nominees
Consideration of Director Nominees We seek directors with the highest standards of ethics and integrity, sound business judgment, and the willingness to make a strong commitment to the Company and its success. The Nominating and Corporate Governance Committee works with the Board on an annual basis to determine the appropriate and desirable mix of characteristics, skills, expertise, and experience for the full Board and each committee, taking into account both existing directors and all nominees for election as directors, as well as any diversity considerations and the membership criteria applied by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee and the Board, which do not have a formal diversity policy, consider diversity in a broad sense when evaluating board composition and nominations; and they seek to include directors with a diversity of experience, professions, viewpoints, skills, and backgrounds that will enable them to make significant contributions to the Board and the Company, both as individuals and as part of a group of directors. The Board evaluates each individual in the context of the full Board, with the objective of recommending a group that can best contribute to the success of the business and represent stockholder interests through the exercise of sound judgment. In determining whether to recommend a director for re-election, the Nominating and Corporate Governance Committee also considers the director’s attendance at meetings and participation in and contributions to the activities of the Board and its committees. The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders, and its process for considering such recommendations is no different than its process for screening and evaluating candidates suggested by directors, management of the Company, or third parties. When considering director candidates, the Nominating and Corporate Governance Committee will evaluate multiple factors in assessing their qualification. A candidate must have extensive and relevant leadership experience including an understanding of the complex challenges of enterprise leadership. An appropriate candidate will have gained appropriate experience and education in some or all of the key areas below. • Relevant Sector Experience. Director candidates will have gained their leadership experience in sectors directly relevant to the Company’s business and/or served as an executive officer, or other major operating or staff officer of a public corporation, with a background in accounting, finance and/or business operations. • Corporate Governance Experience. Director candidates should have sufficient applicable experience to understand fully the legal and other responsibilities of an independent director of a U.S.-based public company. • Education. Generally, it is desirable but not mandatory that a Board candidate should hold an undergraduate degree from a respected college or university and in relevant fields of study. When further considering director candidates, personal attributes and characteristics will be considered. Specifically, these should include the following: • Personal. Director candidates should be of the highest moral and ethical character. Candidates must exhibit independence, objectivity and be capable of serving as representatives of the stockholders. The candidates should have demonstrated a personal commitment to areas aligned with the Company’s public interest commitments, such as education, the environment and welfare of the communities in which we operate. • Individual Characteristics. Director candidates should have the personal qualities to be able to make a substantial active contribution to Board deliberations. These qualities include intelligence, self-assuredness, a high ethical standard, inter-personal skills, independence, courage, a willingness to ask the difficult question, communication skills and commitment. In considering candidates for election to the Board, the Board should constantly be striving to achieve the diversity of the communities in which the Company operates. • Availability. Director candidates must be willing to commit, as well as have, sufficient time available to discharge the duties of Board membership. Generally, therefore, the candidate should not have more than three other corporate board memberships. • Compatibility. The Board candidate should be able to develop a good working relationship with other Board members and contribute to the Board’s working relationship with the senior management of the Company.
Equity Incentive Awards
Equity Incentive Awards The Company has historically granted stock options to its employees, including its executive officers, under the 2020 Equity Incentive Plan, as amended (the “Plan”), where our Board or any of its committees can grant issuances of incentives stock options, non-statutory stock options, and restricted stock to our employees, advisors and directors. The exercise price of incentive stock options and nonqualified stock options will be no less than 100% of the fair value per share of the Company’s Common Stock on the date of grant. If an individual owns Common Stock representing more than 10% of the voting shares and the grant is an incentive stock option, the price of each share will be at least 110% of the fair value on the date of grant. The aggregate number of shares of Common Stock allocated and made available for issuance pursuant to stock options granted under the Plan may not exceed 1,239 shares of Common Stock. As of the date of this Proxy Statement, options to purchase 704 shares of Common Stock under the Plan were outstanding, and 461 shares were available for future grant. Each option granted under the Plan will carry a term of no more than 10 years from the date of grant and the Plan will remain in effect until it is terminated by the Board. The term and vesting periods for options granted under the Plan are determined by the Board. The summary does not contain a complete description of all provisions of the Plan and is qualified in its entirety by reference to the Plan, a copy of which is filed as Exhibit 10.2 to the Form S-1 filed with the SEC on February 12, 2025 and is incorporated herein by reference.
Policies and Practices for Granting Certain Equity Awards
Policies and Practices for Granting Certain Equity Awards Our policies and practices regarding the granting of equity awards are carefully designed to ensure compliance with applicable securities laws and to maintain the integrity of our executive compensation program. The Compensation Committee is responsible for the timing and terms of equity awards to executives and other eligible employees. The timing of equity award grants is determined with consideration to a variety of factors, including but not limited to, the achievement of pre-established performance targets, market conditions and internal milestones. The Company does not follow a predetermined schedule for the granting of equity awards; instead, each grant is considered on a case-by-case basis to align with the Company’s strategic objectives and to ensure the competitiveness of our compensation packages. In determining the timing and terms of an equity award, the Board or the Compensation Committee may consider material nonpublic information to ensure that such grants are made in compliance with applicable laws and regulations. The Board’s or the Compensation Committee’s procedures to prevent the improper use of material nonpublic information in connection with the granting of equity awards include oversight by legal counsel and, where appropriate, delaying the grant of equity awards until the public disclosure of such material nonpublic information. The Company is committed to maintaining transparency in its executive compensation practices and to making equity awards in a manner that is not influenced by the timing of the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. The Company regularly reviews its policies and practices related to equity awards to ensure they meet the evolving standards of corporate governance and continue to serve the best interests of the Company and its stockholders.
Equity Compensation Plan Information
Equity Compensation Plan Information The table below sets forth information concerning securities granted under equity compensation plans approved and not approved by security holders of the Company and the weighted average exercise price for such securities as of December 31, 2024.
Equity Compensation Plan Information
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted- average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | | (a) | (b) | (c) | | Equity compensation plans approved by security holders | $747 | $2,347.24 | $418(1) | | Equity compensation plans not approved by security holders | — | $— | — | | Total | $747 | $2,347.24 | 418 |
Equity Compensation Plan Information
____________ (1) 418 securities remaining available for future issuance under the Company’s 2020 Equity Incentive Plan (the “Plan”). The aggregate number of shares allocated and made available for issuance pursuant to stock options granted under the Plan shall not exceed 1,239 shares.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The following table shows information concerning compensation of our named executive officers during the years ended December 31, 2024 and 2023:
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards ($) | Total ($) | | Graydon Bensler | 2024 | $196,333 | $195,000 | — | $391,333 | | Chief Executive Officer, Chief Financial Officer and Director | 2023 | $85,000 | $25,000 | $— | $110,000 | | Jordan R. Plews(1) | 2024 | $228,333 | $25,000 | | $253,333 | | Former Director, Chief Executive Officer, and President | 2023 | $200,000 | — | — | $200,000 | | Brenda Buechler(2) | 2024 | $98,509 | $20,000 | — | $118,509 | | Former Chief Marketing Officer | 2023 | $190,000 | — | — | $190,000 | | Christoph Kraneiss(3) | 2024 | $92,179 | $20,000 | — | $112,179 | | Former Commercial Officer | 2023 | $180,000 | — | — | $180,000 |
Summary Compensation Table
____________ (1) On December 23, 2024, Jordan Plews resigned as Director of the Company. (2) On June 20, 2024, we notified Brenda Buechler that she was involuntarily terminated without “cause” or laid off from employment as part of a wider job elimination/restructuring or reduction in force of the Company in order to streamline the Company’s operations and organizational structure. (3) On June 20, 2024, we notified Christoph Kraneiss that he was involuntarily terminated without “cause” or laid off from employment as part of a wider job elimination/restructuring or reduction in force of the Company in order to streamline the Company’s operations and organizational structure.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION We intend to and have agreed to compensate our independent directors for their service as directors through a mix of cash and stock options. In addition to in-person attendance bonuses, we intend to reimburse our non-employee directors for reasonable travel and out-of-pocket expenses incurred in connection with attending Board and Board committee meetings. On June 1, 2023, we rescinded previously granted but unissued non-statutory stock options to each of our independent director nominees and instead granted non-statutory stock options to purchase 172 shares of Common Stock to our then independent director nominees and related parties, Jeffrey Parry, Crystal Muilenburg and Julianna Daley under our 2020 Equity Incentive Plan, as amended. The equity compensation grants were directly in relation to the appointment of Mr. Parry, Ms. Daley and Ms. Muilenburg as our independent directors. The options maintain a contractual life of 10 years and an exercise price of $7,000 per share of Common Stock. All options vest at a rate of 25% on the first anniversary of the date of grant and the remaining 75% vest evenly over 36 months thereafter.
Director Compensation Table
Director Compensation Table The following table provides the total compensation paid to each person who served as a non-employee member of the Board during fiscal year 2024:
Director Compensation Table
| DIRECTOR COMPENSATION | | | | | | | | | Name | Cash Paid ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Braeden Lichti | 290,900 | 75,000(1) | | | | | 365,900 | | Jeffrey Parry | 55,000 | | | | | | 55,000 | | Juliana Daley | 55,000 | | | | | | 55,000 | | George Kovalyov | 55,000 | | 52,835(2) | | | | 107,835 | | Jordan R. Plews | 228,333 | 25,000 | | | | | 253,333 |
Director Compensation Table
(1) Includes the Northstrive Bonus and assumes stockholder approval is obtained. (2) On March 6, 2024, the Company granted 58 stock options with a contractual life of ten years and an exercise price of $1,400 per common stock. These stock options were valued at $52,845 using the Black-Scholes Option Pricing Model. The options vest 25% on the first anniversary of the grant date and the remaining 75% vest evenly over 36 months thereafter.