DEF 14A of Viemed Healthcare, Inc., Apr 26, 2024

DEF 14A of Viemed Healthcare, Inc.

Filed Apr 26, 2024 · FY20230001729149-24-000096

Open on EDGAR

  1. Directors and Executive Officers

    Directors and Executive Officers The following table shows the number of our Common Shares beneficially owned as of April 12, 2024, by each director or director nominee, the executive officers named in the “Summary Compensation Table” and all directors and executive officers as a group. None of these shares are pledged as security.

  2. Directors and Executive Officers

    | Name of Beneficial Owner | Amount and Nature of Beneficial Ownership(1) | Percent of Common Shares Outstanding(2) | | Casey Hoyt | 3,090,189(3) | 8.0% | | Michael Moore | 2,520,918(4) | 6.5% | | W. Todd Zehnder | 882,112(5) | 2.3% | | Trae Fitzgerald | 283,059(6) | * | | Jerome Cambre | 261,515(7) | * | | Dr. William Frazier | 101,351(8) | * | | Randy Dobbs | 131,356(9) | * | | Nitin Kaushal | 286,124(10) | * | | Timothy Smokoff | 80,932 | * | | Bruce Greenstein | 65,932 | * | | Sabrina Heltz | 38,220 | * | | All directors and executive officers as a group (12 persons) | 7,757,348(11) | 20.0% |

  3. Directors and Executive Officers

    *Represents less than 1% of Common Shares outstanding. (1)Beneficial ownership of Common Shares has been determined for this purpose in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), under which a person is deemed to be the beneficial owner of securities if such person has or shares voting power or investment power with respect to such securities, has the right to acquire beneficial ownership within 60 days, or acquires such securities with the purpose or effect of changing or influencing the control of the Corporation. (2)Based on 38,820,766 Common Shares issued and outstanding on April 12, 2024. (3)Includes 918,037 Common Shares issuable upon the exercise of options that are vested or will vest within 60 days. Mr. Hoyt’s business address is 625 E. Kaliste Saloom Rd., Lafayette, Louisiana 70508. (4)Includes 671,962 Common Shares issuable upon the exercise of options that are vested or will vest within 60 days. Mr. Moore’s business address is 625 E. Kaliste Saloom Rd., Lafayette, Louisiana 70508. (5)Includes 658,228 Common Shares issuable upon the exercise of options that are vested or will vest within 60 days. (6)Includes 216,631 Common Shares issuable upon the exercise of options that are vested or will vest within 60 days. (7)Includes 187,058 Common Shares issuable upon the exercise of options that are vested or will vest within 60 days. (8)Includes 36,261 Common Shares issuable upon the exercise of options that are vested or will vest within 60 days. (9)Includes 36,261 Common Shares issuable upon the exercise of options that are vested or will vest within 60 days. (11)Includes 2,903,146 Common Shares issuable upon the exercise of options that are vested or will vest within 60 days.

  4. Principal Shareholders

    Principal Shareholders The following table sets forth information as of April 12, 2024 about persons whom we know to be the beneficial owners of more than 5% of our issued and outstanding Common Shares (other than Casey Hoyt and Michael Moore, whose information is disclosed under “Directors and Executive Officers” above) based solely on our review of the statement of beneficial ownership filed by these persons/entities with the SEC as of the date of such filing:

  5. Principal Shareholders

    | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership(1) | Percent of Common Shares Outstanding(2) | | Thrivent Financial for Lutherans 901 Marquette Avenue, Suite 2500 Minneapolis, Minnesota 55402 | 3,347,784(3) | 8.6% | | BlackRock, Inc. 50 Hudson Yards New York, NY 10001 | 2,129,167(4) | 5.5% | | Nantahala Capital Management, LLC 130 Main St. 2nd Floor New Canaan, CT 06840 | 1,952,368(5) | 5.0% |

  6. Principal Shareholders

    (1)Beneficial ownership of Common Shares has been determined for this purpose in accordance with Rule 13d-3 under the Exchange Act, under which a person is deemed to be the beneficial owner of securities if such person has or shares voting power or investment power with respect to such securities, has the right to acquire beneficial ownership within 60 days, or acquires such securities with the purpose or effect of changing or influencing the control of the Corporation. (2)Based on 38,820,766 Common Shares issued and outstanding on April 12, 2024. (3)Thrivent Financial for Lutherans has sole voting and dispositive power over 18,238 Common Shares and shared voting and dispositive power over 3,329,546 Common Shares as disclosed in a Schedule 13G/A filed with the SEC on February 13, 2024. (4)BlackRock, Inc. has sole voting power over 2,074,522 Common Shares and sole dispositive power over 2,129,167 Common Shares as disclosed in a Schedule 13G filed with the SEC on February 2, 2024. (5)Nantahala Capital Management, LLC has shared voting and dispositive power over 1,952,368 Common Shares as disclosed in a Schedule 13G filed with the SEC on February 14, 2024.

  7. 10. BUSINESS OF THE MEETING

    10. BUSINESS OF THE MEETING To the knowledge of the Board, the only matters to be brought before the Meeting are as follows:

  8. (i) Financial Statements

    (i) Financial Statements Pursuant to the Business Corporations Act (British Columbia) (the “BCBCA”), the Board will place before the shareholders at the Meeting the audited consolidated financial statements of the Corporation, together with the auditors’ report thereon, for the fiscal years ended December 31, 2023 and 2022. Shareholder approval is not required in relation to the financial statements.

  9. (ii) Election of Directors

    (ii) Election of Directors The Board presently consists of eight directors. All of the current directors have been directors since the dates indicated below and all will be standing for re-election. The Board has the authority to set the number of directors, such number presently being fixed at eight. The Board recommends a vote “FOR” the election of each of the eight nominees listed below for director. Each director will hold office until their re-election or replacement at the next annual meeting of the shareholders unless they resign their duties or their office becomes vacant following death, dismissal or any other cause prior to such meeting. Directors are elected by a plurality, and the eight nominees who receive the most “FOR” votes will be elected, subject to the Corporation’s majority voting policy (discussed below). Broker non-votes and abstentions are not relevant to and will have no effect on this proposal regarding the election of directors. Unless otherwise instructed, proxies and voting instructions given pursuant to this solicitation by the management of the Corporation will be voted for the election of the proposed nominees. If any proposed nominee is unable to serve as a director, the individuals named in the enclosed form of proxy reserve the right to nominate and vote for another nominee in their discretion. Advance Notice Provisions The Corporation’s Articles (the “Articles”) provide for advance notice of nominations of directors which require that advance notice be provided to the Corporation in circumstances where nominations of persons for election to the Board are made by shareholders of the Corporation other than pursuant to: (i) a requisition of a meeting of shareholders made pursuant to the provisions of the BCBCA; or (ii) a shareholder proposal made pursuant to the provisions of the BCBCA, which is discussed in more detail under the heading “Shareholder Proposals”. A copy of the Articles are available under the Corporation’s profile on SEDAR+ at www.sedarplus.ca as Exhibit 3.2 to the Corporation’s most recent Annual Report on Form 10-K filed on EDGAR at www.sec.gov/edgar and on the Corporation’s website at www.viemed.com/investors. Majority Voting Policy As of May 23, 2018, the Board adopted a majority voting policy that requires, in an “uncontested” election of directors, that shareholders be able to vote for, or withhold from voting, separately for each director nominee. If, with respect to any particular nominee, the number of votes withheld from voting by shareholders exceeds the number of votes for the nominee by shareholders, then although the director nominee will have been successfully elected to the Board pursuant to applicable corporate laws, he or she will be required to offer to tender his or her resignation to the Chair of the CG&N Committee (defined below) promptly following the meeting of shareholders at which the director was so elected. The CG&N Committee will consider such offer and make a recommendation to the Board on whether to accept it or not. The Board will promptly accept the resignation unless it determines, in consultation with the CG&N Committee, that there are exceptional circumstances that should delay the acceptance of the resignation or justify rejecting it. The Board will make its decision and announce it in a press release within 90 days following the applicable meeting of shareholders. A director who tenders his or her resignation pursuant to the majority voting policy will not participate in any meeting of the Board or the CG&N Committee at which the resignation is considered. Nominees to the Board of Directors The nominees for director, each of whom has consented to serve, if elected, are as follows: Name of Nominee: Casey Hoyt Residence: Lafayette, Louisiana Position: Chief Executive Officer and Director Director Since: December 14, 2016 Age:46 Present positions and officers with the Corporation, principal occupations and other directorships during the past 5 years: Mr. Hoyt is the current Chief Executive Officer of the Corporation, a position he has held since December 2017. Mr. Hoyt co-founded our subsidiaries Sleep Management, L.L.C. and Home Sleep Delivered, L.L.C. (collectively, the “Sleepco Subsidiaries”) in 2006 with the objective of becoming the leading respiratory disease management company in the United States. After selling the Sleepco Subsidiaries to Protech Home Medical Corp. (“PHM”), Mr. Hoyt became the Chief Executive Officer of PHM until the Corporation spun out from PHM in December 2017. His goal has been to enable patients to live better lives through clinical excellence, education and technology. Mr. Hoyt has also successfully managed several other businesses, most recently a worldwide organization offering a comprehensive line of tradeshow display and marketing services. Mr. Hoyt serves on the AA Homecare Board of Directors, the Ochsner Lafayette General Foundation Board, the Ochsner Lafayette General Foundation Board of Trustees, and the Community Foundation of Acadiana Board of Directors. Mr. Hoyt received his Bachelor of Science in General Studies from the University of Louisiana at Lafayette. As a co-founder of the Sleepco Subsidiaries and as the current Chief Executive Officer of the Corporation, Mr. Hoyt brings to the Board substantial familiarity with the leadership and operation of the Corporation’s business. Name of Nominee: W. Todd Zehnder Residence: Lafayette, Louisiana Position: Chief Operating Officer and Director Director Since: December 21, 2017 Age: 48 Present positions and officers with the Corporation, principal occupations and other directorships during the past 5 years: Mr. Zehnder has served as the Chief Operating Officer and as a director of the Corporation since December 2017. Previously, Mr. Zehnder served as Vice President - Finance and as Chief Strategy Officer of PHM from December 2015 to December 2017. Prior to joining PHM, Mr. Zehnder worked for PetroQuest Energy Inc., which was then a NYSE listed company, for 15 years in various leadership positions, including as Chief Operating Officer and Chief Financial Officer from 2008 to December 2015. Mr. Zehnder began his career with KPMG LLP where he attained the level of Manager. Mr. Zehnder received his Bachelor of Science degree in Accounting from Louisiana State University and is a Certified Public Accountant. Qualifications for Consideration: Mr. Zehnder’s experience as an executive officer of a publicly traded company provides the Board with insights into financial reporting, governance and management matters. Name of Nominee: William Frazier Residence: Jackson, Mississippi Position: Chief Medical Officer and Director Director Since: December 21, 2017 Age: 66 Present positions and officers with the Corporation, principal occupations and other directorships during the past 5 years:

  10. (ii) Election of Directors

    Dr. Frazier has served as Chief Medical Officer and as a director of the Corporation since December 2017. Previously, Dr. Frazier served as Chief Medical Officer of PHM from October 2015 to December 2017. Prior to that, Dr. Frazier was the Chief Medical Officer for the Sleepco Subsidiaries, beginning October 2015. Prior to the Sleepco Subsidiaries, Dr. Frazier worked for more than 30 years as a full time practicing pulmonologist. Dr. Frazier has experience conducting clinical research projects, including trials evaluating new treatment options for COPD, and he has published scientific papers on the topic of COPD and home ventilation, and remote patient monitoring. Dr. Frazier has served in many different leadership roles during his career including stints as Chief of the Medical Staff and on the board of directors of two large medical practices and as a Director of a regional health system. Dr. Frazier is currently Board certified in Internal Medicine, Pulmonary Medicine, Critical Care Medicine and Sleep Disorders Medicine. Dr. Frazier earned his Bachelor of Science in Philosophy from Vanderbilt University, his M.D. from the University of Mississippi and post-doctoral training at the University of Virginia. Dr. Frazier’s experience as a practicing pulmonologist provides the Board with important insight into the practice of pulmonary medicine as it applies to the operation of the Corporation’s business. Name of Nominee: Randy Dobbs Residence: Greenville, South Carolina Position: Director (Chairman) Director Since: December 21, 2017 Age: 73 Present positions and officers with the Corporation, principal occupations and other directorships during the past 5 years: Mr. Dobbs has served as the chairman of the Board since the Corporation’s spin out from PHM in December 2017. Mr. Dobbs is a noted business operating/leadership consultant and motivational speaker and has served in that capacity since 2010. In March 2022, Mr. Dobbs joined EnableComp as CEO. EnableComp is a Welsh, Carson, Anderson and Stowe portfolio company that specializes in delivering revenue solutions for complex claims in the hospital billing environment. From November 2020 to January 2022, Mr. Dobbs served as CEO of American Vision Partners, a physician practice management company affiliated with numerous vision care facilities across the Southwestern United States. From April 2012 to January 2015, Mr. Dobbs served as the Chief Executive Officer for Matrix Medical Network, a portfolio company of Welsh, Carson, Anderson & Stowe (“WCAS”) and a provider of home health assessments for Medicare Advantage members across 32 states. Prior to that role, he was a Senior Operating Executive at WCAS, where he was responsible for portfolio company operational oversight, business acquisitions and equity opportunity development. From February 2005 to October 2008, he was Chief Executive Officer of US Investigation Services and its subsidiaries who provided business intelligence and risk management solutions, security and related services and expert staffing solutions for businesses and federal government agencies. From April 2003 to February 2005, Mr. Dobbs was President and CEO of Philips Medical Systems North America, providing diagnostic imaging equipment and services throughout all of North America and Latin America. Prior to April 2003, Mr. Dobbs spent 27 years with General Electric Company where he held various senior level positions including President and CEO of GE Capital IT Solutions, a multi-billion dollar enterprise. Mr. Dobbs served on the board of directors of MTGE Investment Corp. (NASDAQ:MTGE) from 2010 to 2018 and serves on the boards of directors of several privately held companies. Mr. Dobbs earned a Bachelor of Science in Education from Arkansas State University. Qualifications for Consideration: Mr. Dobbs brings to the Board extensive experience resulting from his service on other boards of directors and from his multiple senior level leadership positions, including as the Chief Executive Officer of five companies. Such experience provides the Board with additional perspective on governance and management issues. He has significant experience with business integration, turnaround performance and executive team building, which provides the Board with important insight into the operation and development of our business. Name of Nominee: Nitin Kaushal Residence: Richmond Hill, Ontario Position: Director Director Since: December 21, 2017 Age: 58 Present positions and officers with the Corporation, principal occupations and other directorships during the past 5 years: Mr. Kaushal has served as a director since December 2017. He is a retired Managing Director of PWC Corporate Finance Inc., serving from 2012 to 2020, and was the Executive Vice President and Managing Director of Medwell Capital Inc. from May 2010 to March 2012. Mr. Kaushal has worked in senior roles with a number of Canadian investment banks focused on healthcare, including Desjardins Securities Inc., Orion Securities Inc., Vengate Capital, HSBC Securities Inc. and Gordon Capital. He has held roles within the private equity/venture capital industry at MDS Capital Corp. and at Pricewaterhouse in its M&A, valuation and audit groups. In addition, Mr. Kaushal has sat on a number of public and private company boards. He was awarded a Bachelor of Science (Chemistry) from the University of Toronto and is a Chartered Accountant. Mr. Kaushal also serves as a director for the following reporting issuers (or the equivalent) in Canada and the United States: High Tide Inc., Delta 9 Cannabis Inc., and Everyday People Financial Corp. Mr. Kaushal’s experience as a member and audit committee member of various boards of directors and as a Chartered Professional Accountant provides the Board with additional perspective on financial reporting, governance and management issues. Name of Nominee: Timothy Smokoff Residence: Fox Island, Washington Position: Director Director Since: December 21, 2017 Age: 59 Present positions and officers with the Corporation, principal occupations and other directorships during the past 5 years: Mr. Smokoff has served as a director since January 2018 and brings more than 25 years of health industry leadership, product development and delivery experience to the Corporation. Since July 2022, Mr. Smokoff has served as Acting-CEO and a member of the Board of Directors of PolyVascular, LLC. Since May 2023, Mr. Smokoff has also served as General Manager, Home Health & Hospice Division, Resmed. Prior to PolyVascular, Mr. Smokoff served as CEO of CareXM, LLC from November 2020 to May 2022. Prior to that, Mr. Smokoff was CEO of Isowalk, LLC, a position he held from January 2019 to November 2020. Mr. Smokoff has also served on the board of Total Triage Holdings, LLC since November of 2019. Prior to Isowalk, Mr. Smokoff was CEO of Breathometer, Inc. from January 2017 to January 2019, and Senior Vice President of Health and Wellness of Nortek, Inc. from July 2016 to January 2017. Mr. Smokoff was the Chief Executive Officer of Numera, Inc. from January 2011, until it was purchased by Nortek, Inc. in July of 2016. Prior to Numera,Inc. Mr. Smokoff spent 13 years at Microsoft in various capacities, the last six years leading Microsoft’s global health business. Prior to Microsoft, Mr. Smokoff spent 14 years developing and bringing to market hospital information systems, physician office systems and medical devices for a variety of companies, including several start-up ventures. Mr. Smokoff earned a Bachelor of Arts in Computer Science from the University of Washington. Qualifications for Consideration: Mr. Smokoff’s experience in introducing products and services for senior, in-place aging, which includes respiratory care and chronic disease management, for family care givers provides the Board with insight into the operation, development, and growth of the Corporation’s business.

  11. (ii) Election of Directors

    Name of Nominee: Bruce Greenstein Residence: Seattle, Washington Position: Director Director Since: July 17, 2018 Age: 55 Present positions and officers with the Corporation, principal occupations and other directorships during the past 5 years: Mr. Greenstein has served as a director since July 2018. Mr. Greenstein has been the executive vice president and chief strategy and innovation officer of LHC Group, Inc. (“LHC”) since 2018, where he leads the company’s value-based contracting, ACO management company, and alternative payment and delivery model strategies. He also oversees LHC’s operations for technology and for the innovations business segments, as well as LHC’s healthcare vision initiatives. During Mr. Greenstein’s tenure, LHC was publicly traded on the NASDAQ (LHCG) until its purchase by UnitedHealth Group Inc.’s (NYSE:UNH) Optum subsidiary. Prior to joining LHC, Mr. Greenstein served as chief technology officer for the U.S. Department of Health and Human Services in Washington, D.C. from May 2017 to June 2018. He has an extensive healthcare industry background in both government and the private sector, having served as president-west for New York-based Quartet Health, CEO of Blend Health Insights, and as managing director of Worldwide Health for Microsoft. Mr. Greenstein was a cabinet member in Louisiana, serving as secretary of the Department of Health and Hospitals. He also previously supervised Medicaid-managed care and waivers and demonstrations at the Centers for Medicare & Medicaid Services. Mr. Greenstein earned a Master’s of Science from Florida State University along with graduate certificates in Healthcare Policy and Administration and Public Administration and Policy. Mr. Greenstein’s experience in the healthcare industry provides the Board with important insight into the industry in which the Corporation operates. Name of Nominee: Sabrina Heltz Residence: Baton Rouge, LA Position: Director Director Since: November 4, 2020 Age: 59 Present positions and officers with the Corporation, principal occupations and other directorships during the past 5 years: Ms. Heltz began her career at Blue Cross and Blue Shield of Louisiana (“BCBSLA”) as an actuary and earned her credentials as an Associate in the Society of Actuaries and a Member of the American Academy of Actuaries. During her time at BCBSLA, she ascended in her role and responsibilities, ultimately serving as SVP/Chief Actuary of the plan for five years. Her career then transitioned to managing other operational areas of BCBSLA, including its pharmacy-benefits program, medical management program and provider relations areas. She ended her 31-year career at BCBSLA as SVP/Chief Analytics Officer, overseeing the provider contracting and reimbursement programs for BCBSLA, while also spearheading the advancement of data and analytics capabilities to enable value-based reimbursement programs and innovative quality and care improvement programs. During her time at BCBSLA, she participated in many legislative and regulatory matters, which included providing expert testimony to the legislature and advising the Louisiana Department of Insurance on regulation development. Following her career at BCBSLA, in August 2016, she transitioned to provider operations as Chief Operation Officer of Ochsner Health Network, leading its strategy and operations to enable success in value-based care contracts offered by Medicare and commercial health plans. After July 2023, she began utilizing her comprehensive experience in both payer and provider operations as a Senior Healthcare Advisor for Rule of Three (Ro3) to help clients across numerous facets of healthcare strategy and operations, specializing in consultations on value-based care payment programs. Ms. Heltz earned a Bachelor of Science in Mathematics and Computer Science from Nicholls State University. Qualifications for Consideration: Ms. Heltz brings to the Board extensive healthcare leadership experience specifically related to healthcare systems and the private insurance sector. Conflicts of Interest There are no family relationships among any directors, executive officers or persons nominated to be directors of the Corporation. There are no arrangements or understandings between the Corporation and any person pursuant to which such person has been elected as director. No director or executive officer of the Corporation is a party adverse to the Corporation or any of its subsidiaries, or has a material interest adverse to the Corporation or any of its subsidiaries. During the past ten years, no director or executive officer of the Corporation has: (1) filed or has had filed against such person, a petition under the U.S. federal bankruptcy laws or any state insolvency law, nor has a receiver, fiscal agent or similar officer been appointed by a court for the business or property of such person, or any partnership in which such person was a general partner, at or within two years before the time of filing, or any corporation or business association of which such person was an executive officer, at or within two years before such filings; (2) been convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting such person’s activities in any type of business, securities, trading, commodity or banking activities; (4) been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any U.S. federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any type of business, securities, trading, commodity or banking activities, or to be associated with persons engaged in any such activity; (5) been found by a court of competent jurisdiction in a civil action or by the SEC, or by the U.S. Commodity Futures Trading Commission to have violated a U.S. federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; (6) been the subject of, or a party to, any U.S. federal or state judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) any U.S. federal or state securities or commodities law or regulation; or (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or (7) been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the U.S. Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. Corporate Cease Trade Orders or Bankruptcies

  12. (ii) Election of Directors

    None of the proposed directors of the Corporation is, as at the date hereof, or has been, within the 10 years before the date hereof, a director, chief executive officer or chief financial officer of any company (including the Corporation) that, (i) was subject to an order that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer, or (ii) was subject to an order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer. None of the proposed directors of the Corporation is, as at the date hereof, or has been, within the 10 years before the date hereof, a director or executive officer of any company (including the Corporation) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets. Penalties or Sanctions None of the proposed directors of the Corporation has been subject to (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director. Personal Bankruptcies None of the proposed directors of the Corporation has, within the 10 years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, become subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director. Board Membership Diversity NASDAQ Listing Rule 5605(f) (the “Diverse Board Representation Rule”) requires each NASDAQ-listed company, subject to certain exceptions, to have (or explain why it does not have) at least two members of its board of directors who are Diverse (as defined by the NASDAQ rules), including (1) at least one Diverse director who self-identifies as female, and (2) at least one Diverse director who self-identifies as an Underrepresented Minority (as defined by the NASDAQ rules). In addition, Listing Rule 5606 (the “Board Diversity Disclosure Rule”) requires each NASDAQ-listed company, subject to certain exceptions, to provide statistical information about the company’s current board of directors, in a uniform format, related to each director’s self-identified gender, race and self-identification as LGBTQ+. NASDAQ defines “Diverse” as an individual who self-identifies in one or more of the following categories: female, Underrepresented Minority, or LGBTQ+ and an “Underrepresented Minority” as an individual who self-identifies as Black or African American, Hispanic or Latinx, Asian, Native American or Alaska Native, Native Hawaiian or Pacific Islander, or two or more races or ethnicities. LGBTQ+ is defined as an individual who self-identifies as lesbian, gay, bisexual, transgender or as a member of the queer community. The following Board Diversity Matrix presents our Board diversity statistics in accordance with Nasdaq Rule 5606, as voluntarily self-disclosed by our directors. The Board satisfies the minimum objectives of Nasdaq Rule 5605(f)(3) by having at least one director who identifies as female and at least one director who identifies as a member of an Underrepresented Minority.

  13. Compensation Governance

    Compensation Governance The Board established the Compensation Committee as a standing committee of the Board. The Compensation Committee assists the Board in discharging the directors’ oversight responsibilities relating to the compensation and retention of key senior management employees, and in particular the Chief Executive Officer. The Compensation Committee comprises three (3) directors, Timothy Smokoff (Chair), Randy Dobbs and Sabrina Heltz. Each member of the Compensation Committee is independent as such term is defined in NI 52-110 and in the BCBCA, as well as under NASDAQ rules. The Compensation Committee operates under the Charter of the Compensation Committee, pursuant to which the Compensation Committee assists the Board in fulfilling its oversight responsibilities with respect to the following: setting policies for senior officers’ remuneration; reviewing and approving and then recommending to the Board salary, bonus and other benefits, direct or indirect, and any change-of-control packages of the Chief Executive Officer; considering the recommendations of the Chief Executive Officer and setting the terms and conditions of employment including, approving the salary, bonus and other benefits, direct or indirect, and any change-of-control packages, of the key executives of the Corporation; undertaking an annual review of the Chief Executive Officer goals for the coming year and reviewing progress in achieving those goals; reviewing compensation of the Board on at least an annual basis; overseeing the administration of the Corporation’s compensation plans, including stock option plans, compensation plans for outside directors and such other compensation plans or structures as are adopted by the Corporation from time to time; reviewing and approving executive compensation disclosure to be made in the management information and proxy circular prepared in connection with each annual meeting of shareholders of the Corporation; and undertaking on behalf of the Board such other compensation initiatives as may be necessary or desirable to contribute to the success of the Corporation and enhance shareholder value. During 2023, the Compensation Committee engaged Arthur J. Gallagher & Co. (“Gallagher”) as its independent compensation consultant in order to assist with the establishment, structuring, and continued evaluation of executive compensation. In compliance with SEC rules, the Compensation Committee has assessed the independence of Gallagher and concluded that no conflict of interest exists that would prevent Gallagher from independently representing the Compensation Committee. Gallagher does not currently provide any services to the Corporation other than the services provided directly to the Compensation Committee. Billing by Gallagher is provided directly to, and approved for payment by, the Compensation Committee.

  14. Summary Compensation Table

    Summary Compensation Table The table below sets forth the annual compensation paid by the Corporation during the years ended December 31, 2023, 2022, and 2021 (expressed in U.S. dollars) to our CEO, CFO, and our next three most highly-compensated executive officers during the year ended December 31, 2023 (collectively, our “Named Executive Officers”).

  15. Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) ($) | Bonus(2) ($) | Stock Awards(3) ($) | Option-Awards(4) ($) | Nonequity Incentive Plan Compensation(5) ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation(6) ($) | Total(7) ($) | | Casey Hoyt | 2023 | 509,277 | 4,544 | 1,185,820 | — | 787,950 | — | 24,623 | 2,512,214 | | Chief Executive Officer and Director | 2022 | 470,000 | 3,400 | 656,306 | 347,842 | 423,000 | — | 24,959 | 1,925,507 | | | 2021 | 470,000 | 3,250 | 138,822 | 819,729 | 446,500 | — | 23,512 | 1,901,813 | | Michael Moore | 2023 | 429,292 | 4,544 | 797,274 | — | 664,350 | — | 54,953 | 1,950,413 | | President | 2022 | 395,000 | 3,400 | 441,259 | 233,868 | 355,500 | — | 54,209 | 1,483,236 | | | 2021 | 395,000 | 3,250 | 93,336 | 609,492 | 375,250 | — | 51,978 | 1,528,306 | | W. Todd Zehnder | 2023 | 429,292 | 4,544 | 797,274 | — | 664,350 | — | 39,645 | 1,935,105 | | Chief Operating Officer and Director | 2022 | 395,000 | 3,400 | 441,259 | 233,868 | 355,500 | — | 37,874 | 1,466,901 | | | 2021 | 395,000 | 3,250 | 93,336 | 609,492 | 375,250 | — | 36,599 | 1,512,927 | | Trae Fitzgerald | 2023 | 249,395 | 4,544 | 283,836 | — | 258,571 | — | 30,044 | 826,390 | | Chief Financial Officer | 2022 | 225,000 | 3,400 | 135,971 | 83,260 | 151,875 | — | 29,300 | 628,806 | | | 2021 | 225,000 | 3,250 | 33,227 | 216,990 | 160,312 | — | 26,999 | 665,778 | | Jerome Cambre | 2023 | 219,622 | 75,794 | 252,299 | — | 227,543 | — | 30,044 | 805,302 | | Vice President of Sales | 2022 | 200,000 | 91,733 | 120,863 | 74,010 | 135,000 | — | 29,300 | 650,906 | | | 2021 | 200,000 | 20,125 | 29,533 | 192,880 | 142,500 | — | 26,999 | 612,037 |

  16. Summary Compensation Table

    (1)The amounts shown reflect the total salary amounts earned by each Named Executive Officer during the respective year. The current annual salaries for the Named Executive Officers were established by the Compensation Committee in August 2023 and are disclosed in “Narrative Disclosure to Summary Compensation Table- Employment Agreements”. (2)The amounts shown represent a Corporation-wide active patient bonus and for Mr. Cambre, an additional sales bonus. (3)The amounts shown represent the aggregate grant date fair value of restricted stock awards and Phantom Share Plan awards computed at the date of the grant using the closing stock price on the date of the grant in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in “Note 8 - Shareholders’ Equity” to our audited financial statements for the fiscal years ended December 31, 2023 and 2022 included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC and on SEDAR+ on March 6, 2024. (4)The amounts shown represent the aggregate grant date fair value for option awards computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in “Note 8 - Shareholders’ Equity” to our audited financial statements for the fiscal years ended December 31, 2023 and 2022 included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC and on SEDAR+ on March 6, 2024. (5)Reflects compensation under the Cash Bonus Plan (as defined below). None of the Named Executive Officers received compensation from a non-equity incentive plan related to a period longer than one year. (6)Amounts paid in 2023 to each Named Executive Officer represent $13,200 in matching contributions made by the Corporation under its 401(k) plan for each of Mr. Moore, Mr. Zehnder, Mr. Fitzgerald and Mr. Cambre; $15,574 in medical insurance premiums for each of Mr. Moore, Mr. Zehnder, Mr. Fitzgerald and Mr. Cambre, and $13,943 for Mr. Hoyt; $10,680 in life insurance premiums for Mr. Hoyt, $10,579 for Mr. Moore and $70 for each of Mr. Zehnder, Mr. Fitzgerald and Mr. Cambre; $14,400 in auto allowances for Mr. Moore and $9,600 for Mr. Zehnder; and $1,200 in cell phone allowance for each of Mr. Moore, Mr. Zehnder, Mr. Fitzgerald and Mr. Cambre. (7)None of the Named Executive Officers received any compensation related to a defined benefit plan.

  17. Outstanding Equity Awards at Fiscal Year-End 2023

    Outstanding Equity Awards at Fiscal Year-End 2023 The following table sets forth all awards outstanding for the Named Executive Officers as of December 31, 2023:

  18. Outstanding Equity Awards at Fiscal Year-End 2023

    | | Option-Based Awards | | | | | Stock Awards | | | | | | | | | Number of Securities Underlying Unexercised Options (#) | | | | | Number of Shares or Units of Stock that have not Vested (#) | | Market Value of Shares or Units of Stock that have not Vested(10) ($) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: Market or pay out value of unearned shares, units or other rights that have not vested ($) | | Name | Grant Date | Exercisable | Unexercisable | Option Exercise Price ($) | Option Expiration Date | Grant Date | | | | | | | Casey Hoyt Chief Executive Officer and Director | 1/4/2018 | 134,166 (1) | 0 (1) | 1.81 | 1/4/2028 | 5/9/2021 | 4,835 (6) | | 37,955 | — | — | | | 1/17/2019 | 305,802 (1) | 0 (1) | 4.13 | 1/17/2029 | 1/18/2022 | 84,685 (8) | | 664,777 | | | | | 1/17/2020 | 231,201 (1) | 0 (1) | 5.70 | 1/17/2030 | 1/17/2023 | 150,256 (9) | | 1,179,510 | | | | | 1/21/2021 | 108,121 (1) | 54,057 (7) | 8.57 | 1/21/2031 | | | | | | | | | 1/18/2022 | 42,345 (1) | 84,689 (8) | 5.21 | 1/18/2032 | | | | | | | | Michael Moore President | 1/4/2018 | 130,539 (2) | 0 (2) | 1.81 | 1/4/2028 | 5/9/2021 | 3,251 (6) | | 25,520 | — | — | | | 1/17/2019 | 207,226 (2) | 0 (2) | 4.13 | 1/17/2029 | 1/18/2022 | 56,936 (8) | | 446,948 | | | | | 1/17/2020 | 156,673 (2) | 0 (2) | 5.70 | 1/17/2030 | 1/17/2023 | 101,023 (9) | | 793,031 | | | | | 1/21/2021 | 80,390 (2) | 40,194 (7) | 8.57 | 1/21/2031 | | | | | | | | | 1/18/2022 | 28,470 (2) | 56,940 (8) | 5.21 | 1/18/2032 | | | | | | | | W. Todd Zehnder Chief Operating Officer and Director | 1/4/2018 | 126,913 (3) | 0 (3) | 1.81 | 1/4/2028 | 5/9/2021 | 3,251 (6) | | 25,520 | — | — | | | 1/17/2019 | 201,470 (3) | 0 (3) | 4.13 | 1/17/2029 | 1/18/2022 | 56,936 (8) | | 446,948 | | | | | 1/17/2020 | 152,321 (3) | 0 (3) | 5.70 | 1/17/2030 | 1/17/2023 | 101,023 (9) | | 793,031 | | | | | 1/21/2021 | 80,390 (3) | 40,194 (7) | 8.57 | 1/21/2031 | | | | | | | | | 1/18/2022 | 28,470 (3) | 56,940 (8) | 5.21 | 1/18/2032 | | | | | | | | Trae Fitzgerald Chief Financial Officer | 1/4/2018 | 27,075 (4) | 0 (4) | 1.81 | 1/4/2028 | 5/9/2021 | 1,157 (6) | | 9,082 | — | — | | | 1/17/2019 | 71,954 (4) | 0 (4) | 4.13 | 1/17/2029 | 1/18/2022 | 17,567 (8) | | 137,901 | | | | | 1/17/2020 | 54,400 (4) | 0 (4) | 5.70 | 1/17/2030 | 1/17/2023 | 35,965 (9) | | 282,325 | | | | | 1/21/2021 | 28,620 (4) | 14,310 (7) | 8.57 | 1/21/2031 | | | | | | | | | 1/18/2022 | 10,136 (4) | 20,271 (8) | 5.21 | 1/18/2032 | | | | | | | | Jerome Cambre Vice President of Sales | 1/4/2018 | 27,075 (5) | 0 (5) | 1.81 | 1/4/2028 | 5/9/2021 | 1,028 (6) | | 8,070 | — | — | | | 1/17/2019 | 57,563 (5) | 0 (5) | 4.13 | 1/17/2029 | 1/18/2022 | 15,615 (8) | 9 | 122,578 | | | | | 1/17/2020 | 46,240 (5) | 0 (5) | 5.70 | 1/17/2030 | 1/17/2023 | 31,969 (9) | 10 | 250,957 | | | | | 1/21/2021 | 25,440 (5) | 12,720 (7) | 8.57 | 1/21/2031 | | | 11 | | | | | | 1/18/2022 | 9,010 (5) | 18,019 (8) | 5.21 | 1/18/2032 | | | | | | |

  19. Outstanding Equity Awards at Fiscal Year-End 2023

    (1)The aggregate intrinsic value of options for 2018, 2019, 2020, 2021 and 2022 awards is $810,363, $1,137,583, $497,082, $0 and $335,370, respectively. Aggregate intrinsic value is based on the last closing price of the Common Shares on the NASDAQ for the year ended December 31, 2023 ($7.85 on December 29, 2023). (2)The aggregate intrinsic value of options for 2018, 2019, 2020, 2021 and 2022 awards is $788,456, $770,881, $336,847, $0 and $225,482, respectively. Aggregate intrinsic value is based on the last closing price of the Common Shares on the NASDAQ for the year ended December 31, 2023 ($7.85 on December 29, 2023). (3)The aggregate intrinsic value of options for 2018, 2019, 2020, 2021 and 2022 awards is $766,555, $749,468, $327,490, $0 and $225,482, respectively. Aggregate intrinsic value is based on the last closing price of the Common Shares on the NASDAQ for the year ended December 31, 2023 ($7.85 on December 29, 2023). (4)The aggregate intrinsic value of options for 2018, 2019, 2020, 2021 and 2022 awards is $163,533, $267,669, $116,960, $0 and $80,274, respectively. Aggregate intrinsic value is based on the last closing price of the Common Shares on the NASDAQ for the year ended December 31, 2023 ($7.85 on December 29, 2023). (5)The aggregate intrinsic value of options for 2018, 2019, 2020, 2021 and 2022 awards is $163,533, $214,134, $99,416, $0, and $71,357, respectively. Aggregate intrinsic value is based on the last closing price of the Common Shares on the NASDAQ for the year ended December 31, 2023 ($7.85 on December 29, 2023). (6)These awards will vest on May 9, 2024. (7)These awards will vest on January 17, 2024. (8)These awards will vest in two equal installments on January 18, 2024 and January 18, 2025. (9)These awards will vest in three equal installments on January 17, 2024, January 17, 2025, and January 17, 2026. (10)Aggregate value is calculated based on the last closing price of the Common Shares on the NASDAQ for the year ended December 31, 2023 ($7.85 on December 29, 2023).

  20. Potential Payments upon Termination or Change in Control of the Corporation

    Potential Payments upon Termination or Change in Control of the Corporation Under the Cash Bonus Plan, if a Named Executive Officer’s employment is terminated by the Corporation without “cause” or the Named Executive Officer resigns for “good reason” on or after the date of a change in control of the Corporation and prior to the payment of the cash bonus amount for the plan year in which the change in control of the Corporation occurs, then such Named Executive Officer will be entitled to a cash bonus amount, to be paid within 30 days of the termination of employment, equal to the pro rata portion of a target bonus determined as if all applicable measures for the target bonus amount had been achieved. Additionally, upon the occurrence of a change of control of the Corporation, each Named Executive Officer shall be entitled to receive any unpaid cash bonus amount that has been determined payable under the Cash Bonus Plan for any prior year. The payout amount that would have been made to the Named Executive Officers upon termination in the events noted in the preceding paragraph, if such events were to have occurred on December 31, 2023 are: Casey Hoyt ($787,950), Michael Moore ($664,350), W. Todd Zehnder ($664,350), Trae Fitzgerald ($258,571) and Jerome Cambre ($227,543). In the event of a change of control of the Corporation, all Phantom Shares held by Named Executive Officers awarded under the Phantom Share Plan will automatically vest, which will trigger payment to such Named Executive Officer in a lump sum within 60 days of the change in control of the Corporation in cash with respect to the vested Phantom Shares. Phantom Awards of Phantom Shares made to Named Executive Officers will automatically vest on the date of a termination resulting from the death or disability of such Named Executive Officer. In the event that a Named Executive Officer ceases to be an eligible person under the 2018 RSU/DSU Plan as a result of the retirement, death or total disability of the Named Executive Officer, all unvested RSUs held by such Named Executive Officer at that time will automatically vest. Additionally, all RSUs held by a Named Executive Officer will automatically vest in the event of a termination of the Named Executive Officer by the Corporation without “cause” or a termination of the Named Executive Officer or the Named Executive Officer’s resignation resulting from a material reduction or change in position, duties or remuneration of the Named Executive Officer at any time within 12 months after the occurrence of a change of control of the Corporation. The market or payout value of share based awards that have not vested as disclosed in the above table titled “Outstanding Equity Awards at Fiscal Year-End 2023” shows the incremental payments that would be made to the Named Executive Officers upon termination in the events noted in the preceding paragraph, if such events were to have occurred on December 31, 2023. Under the 2020 LTIP, if a Named Executive Officer’s employment is terminated as a result of death or disability, the unvested portion of any Award shall be forfeited and terminated and the vested portion of an Option may be exercised by the Named Executive Officer (or such officer’s guardian or legal representative or estate) for a period of three (3) months after the date of termination due to disability or one (1) year after the date of termination due to death, respectively, but in any event no later than the original Option expiry date. Upon a termination of service after a change of control of the Corporation, (i) the vested portion of the Option, to the extent unexercised and exercisable on the date of termination, may be exercised by the Named Executive Officer (or such officer’s guardian or legal representative) at any time prior to the expiration of three (3) months after the date of termination without “cause”, but in any event no later than the original Option expiry date, and (ii) the exercisability and vesting of the Option or other Award and any shares acquired upon the exercise thereof may otherwise be accelerated effective as of the date of termination, subject to the terms of the 2020 LTIP. The effect of a termination for “cause” shall be specified in the applicable Award agreement. Upon termination for any other reason (including retirement), any Award or Option, to the extent unvested shall be forfeited by the Named Executive Officer on the date of termination, and any vested Option may be exercised by the Named Executive Officer at any time prior to the expiration of three (3) months after the date of termination, but in any event no later than the original Option expiry date. The Corporation may also, at its option, provide for the assumption of the 2020 LTIP and all outstanding Awards thereunder by the surviving entity in a change of control of the Corporation. Under their employment agreements, in the event the employment of any of Messrs. Hoyt, Moore, Zehnder, Fitzgerald and Cambre is terminated by the Corporation without “cause” or by the executive for “good reason,” such terminated officer will receive, subject to certain conditions, (i) severance equal to his annual base salary, payable in installments, for 12 months following the date of termination (the “Severance Period”), (ii) an amount equal to the unpaid bonus (if any) that the terminated officer would have earned under the Cash Bonus Plan and (iii) payment of the employer portion of the premiums required to continue the terminated officer’s group health care coverage under the applicable provisions of COBRA, until the earliest of (A) the end of the Severance Period, (B) the expiration of the terminated officer’s eligibility for the continuation coverage under COBRA or (C) the date when the terminated officer becomes eligible for substantially equivalent health insurance coverage in connection with new employment. In the event the employment of any of Messrs. Hoyt, Moore, Zehnder, Fitzgerald, and Cambre is terminated by the Corporation without “cause” or by such officer for “good reason” within 12 months of a change in control of the Corporation, the terminated officer will receive, subject to certain conditions, the same benefits described in the previous sentence, except that the Severance Period will be increased to 24 months and the bonus will instead be payable at the target bonus amount. In the event that a Named Executive Officer ceases to be employed by the Corporation as a result of the death, disability or termination without “cause” of such Named Executive Officer, the Board may, in its discretion, resolve that all unvested options held by such Named Executive Officer under the 2018 Option Plan shall automatically vest in full. In the event of certain transactions resulting in a change of control of the Corporation, the Corporation may, at its option, permit a Named Executive Officer holding options under the 2018 Option Plan to exercise such options in advance of the change of control of the Corporation. The Corporation may also, at its option, provide for the assumption of the 2018 Option Plan and all outstanding options thereunder by the surviving entity in a change of control of the Corporation.

  21. Compensation of Directors

    Compensation of Directors The following table sets forth all compensation provided to each of the directors of the Corporation during the year ended December 31, 2023 (other than a director who is a Named Executive Officer, whose disclosure with respect to compensation is set forth above):

  22. Compensation of Directors

    | Name | Year | Fees Earned or Paid in Cash ($) | Stock Awards(1)(2) ($) | Option Awards(3)(4) ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Nitin Kaushal | 2023 | $117,000 | $85,002 | $— | $— | $— | $— | $202,002 | | Randy Dobbs | 2023 | $121,625 | $100,005 | $— | $— | $— | $— | $221,630 | | Timothy Smokoff | 2023 | $119,000 | $85,002 | $— | $— | $— | $— | $204,002 | | Bruce Greenstein | 2023 | $114,625 | $85,002 | $— | $— | $— | $— | $199,627 | | Dr. William Frazier(5) | 2023 | $— | $28,500 | $— | $88,032 | $— | $— | $116,532 | | Sabrina Heltz | 2023 | $106,000 | $85,002 | $— | $— | $— | $— | $191,002 |

  23. Compensation of Directors

    (1)The amounts shown represent the aggregate grant date fair value of restricted stock award computed at the date of the grant using the closing stock price on the date of the grant in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in “Note 8 - Shareholders’ Equity” to our audited financial statements for the fiscal years ended December 31, 2023 and 2022 included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC and on SEDAR+ on March 6, 2024. (2)As of December 31, 2023, Mr. Kaushal had 10,719 RSUs outstanding, Mr. Dobbs had 12,611 RSUs outstanding, Mr. Smokoff had 10,719 RSUs outstanding, Mr. Greenstein had 10,719 RSUs outstanding, Ms. Heltz had 10,719 RSUs outstanding and Dr. Frazier had 3,594 RSUs outstanding, all of which will vest on August 25, 2024. (3)The amounts shown represent the aggregate grant date fair value for option awards computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in “Note 8 - Shareholders’ Equity” to our audited financial statements for the fiscal years ended December 31, 2023 and 2022 included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC and on SEDAR+ on March 6, 2024. (4)As of December 31, 2023, Mr. Kaushal had 170,000 options outstanding, Mr. Dobbs had 36,261 options outstanding and Dr. Frazier had 36,261 options outstanding. Mr. Smokoff, Mr. Greenstein and Ms. Heltz had no options outstanding. (5)As an employee of the Corporation, Dr. Frazier does not receive any cash fees for his service as a director of the Corporation, but received $28,500 of awards under the 2020 LTIP related to service as a director. During 2023, Dr. Frazier’s compensation for his services as Chief Medical Officer of the Corporation included wages of $211,551 and compensation under the Cash Bonus Plan of $88,032. Independent directors of the Corporation receive a cash fee equal to $92,000 per year. In addition, the Chairman of the Board receives an additional $15,000 cash fee each year. Each independent director of the Corporation that serves on a committee will receive an annual fee as follows:

  24. Compensation of Directors

    | Committee | Chair Fee | Non-Chair Member Fee | | Audit | $25,000 | $7,625 | | Compensation | $20,000 | $7,000 | | Corporate Governance and Nominating | $15,000 | $7,000 |

  25. Compensation of Directors

    In order to align their interests with those of the Corporation, directors are also eligible to receive awards under the 2020 LTIP. Under the terms of the Corporation’s Non-Employee Directors Deferred Compensation Plan under the 2020 LTIP, independent directors may elect to defer, on a grant-by-grant basis, the receipt of all or a portion of the shares of stock that he or she will be entitled to receive upon vesting of his or her award. For the year ended December 31, 2023, Mr. Kaushal, Mr. Smokoff, Mr. Greenstein, Dr. Frazier and Ms. Heltz each were granted awards with a grant date fair value of $85,002 and Mr. Dobbs was granted awards with a grant date fair value of $100,005 under the 2020 LTIP. Independent directors do not receive meeting fees but are reimbursed for travel and miscellaneous expenses to attend meeting and activities of the Board or its committees.

  26. 14. INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

    14. INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS None of the directors, the proposed nominees for election as director, the executive officers of the Corporation or any of their respective associates or affiliates is or has been, during the year ended December 31, 2023, indebted to the Corporation or any of its subsidiaries in respect of loans, advances or guarantees of indebtedness.