DEF 14A of Viemed Healthcare, Inc., Apr 25, 2025

DEF 14A of Viemed Healthcare, Inc.

Filed Apr 25, 2025 · FY20240001729149-25-000079

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 9, 2025, 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 | 3,205,924(3) | 8.1% | | Michael Moore | 2,600,479(4) | 6.6% | | W. Todd Zehnder | 960,671(5) | 2.4% | | Trae Fitzgerald | 309,760(6) | * | | Jeremy Trahan | 38,583(7) | * | | Dr. William Frazier | 105,711(8) | * | | Randy Dobbs | 107,706 | * | | Nitin Kaushal | 176,843(9) | * | | Timothy Smokoff | 79,786 | * | | Sabrina Heltz | 51,759 | * | | All directors and executive officers as a group (11 persons) | 7,922,360(10) | 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 39,523,787 Common Shares issued and outstanding on April 9, 2025. (3)Includes 960,381 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 700,432 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 686,698 Common Shares issuable upon the exercise of options that are vested or will vest within 60 days. (6)Includes 226,766 Common Shares issuable upon the exercise of options that are vested or will vest within 60 days. (7)Includes 17,417 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. (10)Includes 2,874,022 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 9, 2025 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 | 3,425,693(3) | 8.7% | | BlackRock, Inc. 50 Hudson Yards New York, NY 10001 | 2,978,220(4) | 7.5% |

  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 39,523,787 Common Shares issued and outstanding on April 9, 2025. (3)Thrivent Financial for Lutherans has sole voting and dispositive power over 18,148 Common Shares and shared voting and dispositive power over 3,407,545 Common Shares as disclosed in a Schedule 13G/A filed with the SEC on November 13, 2024. (4)BlackRock, Inc. has sole voting power over 2,897,036 Common Shares and sole dispositive power over 2,978,220 Common Shares as disclosed in a Schedule 13G/A filed with the SEC on November 8, 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, 2024 and 2023. 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 seven 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 seven. The Board recommends a vote “FOR” the election of each of the seven 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 seven 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:47 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: 49 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: 67 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: 74 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 and is a member of the Compensation Committee and the Audit Committee. Mr. Dobbs is a noted business operating/leadership consultant and motivational speaker and has served in that capacity since 2010. Mr. Dobbs joined EnableComp as CEO in March 2022 and transitioned to chairman of the Board in September 2024. 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: 59 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 the chairman of the Audit Committee and is a member of the Corporate Governance & Nominating Committee. 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., Everyday People Financial Corp, and Synergy CHC 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: 60 Present positions and officers with the Corporation, principal occupations and other directorships during the past 5 years:

  11. (ii) Election of Directors

    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. He is the chairman of the Compensation Committee and is a member of the Corporate Governance & Nominating Committee. 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. Name of Nominee: Sabrina Heltz Residence: Baton Rouge, LA Position: Director Director Since: November 4, 2020 Age: 60 Present positions and officers with the Corporation, principal occupations and other directorships during the past 5 years: Ms. Heltz has served as a director since 2020. She is the chairperson of the Corporate Governance & Nominating Committee and is a member of the Compensation Committee and the Audit Committee. She 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. Ms. Heltz brings to the Board extensive healthcare leadership experience specifically related to healthcare systems and the private insurance sector. Ownership of Voting Securities: See “Voting Securities and Principal Holders – Directors and Executive Officers” above for details regarding the number of securities of each class of voting securities of the Corporation or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by each proposed director. 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.

  12. (ii) Election of Directors

    Corporate Cease Trade Orders or Bankruptcies Other than as described below, 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. Nitin Kaushal, a director of the Corporation, was a director of 3 Sixty Risk Solutions Ltd. on July 15, 2020, on which date the Ontario Securities Commission issued a failure-to-file cease trade order as a result of the issuer failing to file its audited annual financial statements for the financial year ended December 31, 2019, and related management’s discussion and analysis and certifications. Mr. Kaushal resigned from the board in April 2021. Other than as described below, 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. Mr. Kaushal served as a director of Flower One Holdings Inc. from December 28, 2020 to March 31, 2023. On October 17, 2022, the issuer announced that it had commenced a voluntary proceeding under the Companies’ Creditors Arrangement Act in the Supreme Court of British Columbia to go private. A monitor was appointed on October 25, 2022. Flower One went private and Mr. Kaushal resigned from the board on March 31, 2023. 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.

  13. Background of Director Nominees

    Background of Director Nominees The following table presents our board of directors diversity statistics, as self-disclosed by our directors.

  14. Background of Director Nominees

    | Total Number of Directors | 7 | | | | | | Female | Male | Non-Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 1 | 6 | — | — | | Part II: Demographic Background | | | | | | African American or Black | — | — | — | — | | Alaskan Native or Native American | — | — | — | — | | Asian | — | 1 | — | — | | Hispanic or Latinx | — | — | — | — | | Native Hawaiian or Pacific Islander | — | — | — | — | | White | 1 | 5 | — | — | | Two or More Races or Ethnicities | — | — | — | — | | LGBTQ+ | — | | | | | Did Not Disclose Demographic Background | — | | | |

  15. Compensation Discussion & Analysis

    Compensation Discussion & Analysis Executive Summary The Compensation Committee is responsible for overseeing the Corporation's executive compensation program. This Compensation Discussion & Analysis (“CD&A”) discusses the compensation awarded to, earned by, or paid to our NEOs during the fiscal year ended December 31, 2024. The NEOs include our Chief Executive Officer (CEO), Chief Financial Officer (CFO), and the three most highly compensated executive officers other than the CEO and CFO. The primary objectives of our executive compensation program are to attract and retain highly qualified executives who are critical to our success, to encourage executives to achieve short-term and long-term corporate goals, and to align the interests of our executives with those of our shareholders by linking compensation to the performance of the Corporation and the value of our stock. Our executive compensation program consists of several key elements: base salary, annual cash incentives, long-term equity incentives, and benefits and perquisites. Base salary provides a fixed level of compensation that reflects the executive's role, responsibilities, experience, and performance. Annual cash incentives reward executives for achieving specific annual financial and operational goals. Long-term equity incentives align executives' interests with those of our shareholders by providing equity-based compensation, including stock options and restricted stock units (RSUs). Benefits and perquisites, including health insurance, retirement plans, and other benefits, complete an overall compensation structure that is competitive with those offered by similar companies. The Compensation Committee reviews and approves the compensation of our NEOs, considering various factors such as market data, individual and corporate performance, and internal equity. Market data includes compensation levels of executives in similar positions at comparable companies. Performance factors include individual and corporate performance, including financial results and achievement of strategic goals. Internal equity ensures that compensation levels are fair and equitable within the Corporation. Base salaries for our NEOs are reviewed annually and adjusted based on individual performance, changes in responsibilities, and market competitiveness. In 2024, the Compensation Committee approved the following base salaries for our NEOs: Casey Hoyt, CEO, $541,059; Michael Moore, President, $456,187; W. Todd Zehnder, COO, $456,187; Trae Fitzgerald, CFO, $266,328; and Jeremy Trahan, General Counsel, $292,962. The base salary is chosen to provide a stable income that reflects the executive's role and responsibilities. Our annual cash incentive program is designed to reward executives for achieving specific financial and operational goals. For 2024, the target bonus opportunities for our NEOs were set as a percentage of their base salaries, with actual payouts based on the achievement of pre-established performance metrics. The performance metrics included adjusted EBITDA, revenue growth, and other corporate goals. These incentives are intended to motivate executives to meet or exceed these targets, thereby driving the Corporation's success. Additionally, the NEOs participate in the company-wide Active Patient Bonus program, which provides a cash incentive for the achievement of targeted active patient growth. This bonus is paid equally to all qualifying employees of the Corporation, fostering a unified effort towards enhancing patient engagement and growth. Long-term equity incentives are an additional critical component of our executive compensation program that are intended to align our executives' interests with those of our shareholders and to promote long-term value creation. In 2024, we granted RSUs to our NEOs under our equity compensation plans. The following equity awards were granted to our NEOs in 2024: Casey Hoyt, CEO, 119,386 RSUs; Michael Moore, President, 80,527 RSUs; W. Todd Zehnder, COO, 80,527 RSUs; Trae Fitzgerald, CFO, 29,383 RSUs; and Jeremy Trahan, General Counsel, 32,321 RSUs. These RSU awards provide an efficient means of delivering equity-based compensation while preserving the overall capacity of the equity plan and continuing to align executive compensation with shareholder interests. The prescribed equal annual vestings of these awards over three years was determined based on the Corporation's performance and strategic goals. Our Insider Trading Policy prohibits all directors, officers, employees, and consultants (including family members of any such persons and others who reside in the same household as such persons) from purchasing or selling Corporation securities while in possession of material non-public information and prohibits certain transactions in the Corporation’s securities during prescribed black-out periods. The Policy also restricts engaging in short-term trading, short sales, options trading, trading on margin, pledging, or hedging transactions involving Corporation securities. This Policy is designed to promote ethical conduct and ensure compliance with securities laws, thereby protecting the integrity of the Corporation’s operations and reputation. We provide our NEOs with a comprehensive benefits and perquisites package, including health insurance, retirement plans, and other benefits. These benefits are designed to be competitive with those offered by similar companies and to support the overall well-being of our NEOs. The Compensation Committee believes that our executive compensation program effectively aligns the interests of our executives with those of our shareholders, motivates performance, and attracts and retains the talent necessary to achieve our strategic objectives. The Compensation Committee will continue to review and adjust the executive compensation program as necessary to ensure that the program remains competitive and aligned with our goals and the goals of our shareholders. The Committee will also consider the results of the most recent shareholder advisory vote on executive compensation in determining compensation policies and decisions, to ensure that our executive compensation program continues to align with shareholder interests. The policies for allocating between currently paid out compensation and long-term compensation are designed to balance immediate rewards with incentives for sustained performance. The allocation between cash and non-cash compensation, and among different forms of non-cash compensation, are based on the Corporation's goals and the need to align executive interests with those of shareholders, including the relationship of the award to the achievement of the Corporation's short-term and long-term goals, management's exposure to downside equity performance risk, and the correlation between cost to the Corporation and expected benefits. The determination of when awards are granted, including awards of equity-based compensation, is based on the Corporation's performance and strategic goals. Specific items of corporate performance taken into account in setting compensation policies and making compensation decisions include adjusted EBITDA, revenue growth, and other corporate goals. Specific forms of compensation are structured and implemented to reflect these items of the Corporation's performance, including whether discretion can be or has been exercised to award compensation absent attainment of the relevant performance goals or to reduce or increase the size of any award or payout. Any particular exercise of discretion is identified and applied to one or more specified executive officers or to all compensation subject to the relevant performance goals. Specific forms of compensation are also structured and implemented to reflect the executive officer's individual performance and/or individual contribution to these items of the Corporation's performance.

  16. Compensation Discussion & Analysis

    For additional details on executive compensation, please refer to the Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table below. 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, the salary, bonus and other benefits, direct or indirect, and any change-of-control packages of the Corporation’s 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 2024, 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.

  17. Summary Compensation Table

    Summary Compensation Table The table below sets forth the annual compensation paid by the Corporation during the years ended December 31, 2024, 2023, and 2022 (expressed in U.S. dollars) to our NEOs, which includes our CEO, our CFO, and our next three most highly-compensated executive officers during the year ended December 31, 2024.

  18. Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) ($) | Bonus(2) ($) | Stock Awards(3) ($) | Option-Awards(4) ($) | Nonequity Incentive Plan Compensation(5) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation(6) ($) | Total(7) ($) | | Casey Hoyt | 2024 | 529,543 | 3,700 | 1,335,537 | — | 703,377 | — | 44,828 | 2,616,985 | | Chief Executive Officer and Director | 2023 | 509,277 | 4,544 | 1,185,820 | — | 787,950 | — | 24,623 | 2,512,214 | | | 2022 | 470,000 | 3,400 | 656,306 | 347,842 | 423,000 | — | 24,959 | 1,925,507 | | Michael Moore | 2024 | 446,477 | 3,700 | 900,826 | — | 593,043 | — | 69,308 | 2,013,354 | | President | 2023 | 429,292 | 4,544 | 797,274 | — | 664,350 | — | 54,953 | 1,950,413 | | | 2022 | 395,000 | 3,400 | 441,259 | 233,868 | 355,500 | — | 54,209 | 1,483,236 | | W. Todd Zehnder | 2024 | 446,477 | 3,700 | 900,826 | — | 593,043 | — | 54,929 | 1,998,975 | | Chief Operating Officer and Director | 2023 | 429,292 | 4,544 | 797,274 | — | 664,350 | — | 39,645 | 1,935,105 | | | 2022 | 395,000 | 3,400 | 441,259 | 233,868 | 355,500 | — | 37,874 | 1,466,901 | | Trae Fitzgerald | 2024 | 260,659 | 3,700 | 328,695 | — | 239,695 | — | 39,429 | 872,178 | | Chief Financial Officer | 2023 | 249,395 | 4,544 | 283,836 | — | 258,571 | — | 30,044 | 826,390 | | | 2022 | 225,000 | 3,400 | 135,971 | 83,260 | 151,875 | — | 29,300 | 628,806 | | Jeremy Trahan(8) | 2024 | 286,726 | 3,700 | 361,567 | — | 263,666 | — | 31,567 | 947,226 | | General Counsel | | | | | | | | | |

  19. Summary Compensation Table

    (1)The amounts shown reflect the total salary amounts earned by each NEO during the respective year. The current annual salaries for the NEOs were established by the Compensation Committee in August 2024 and are disclosed in “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table - Employment Agreements”. (2)The amounts shown represent a Corporation-wide active patient 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, 2024 and 2023 included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC and on SEDAR+ on March 10, 2025. (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, 2024 and 2023 included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC and on SEDAR+ on March 10, 2025. (5)Reflects compensation under the Cash Bonus Plan (as defined below). None of the NEOs received compensation from a non-equity incentive plan related to a period longer than one year. (6)Amounts paid in 2024 to each NEO represent $13,800 in matching contributions made by the Corporation under its 401(k) plan for each of Mr. Moore, Mr. Zehnder and Mr. Fitzgerald, and $13,488 for Mr. Trahan; $18,009 in medical insurance premiums for each of Mr. Moore, Mr. Zehnder, Mr. Fitzgerald and Mr. Trahan, and $16,237 for Mr. Hoyt; $10,750 in life insurance premiums for Mr. Hoyt, $10,649 for Mr. Moore and $70 for each of Mr. Zehnder, Mr. Fitzgerald and Mr. Trahan; $17,841 in auto allowances for Mr. Hoyt, $25,650 for Mr. Moore, $21,850 for Mr. Zehnder and $6,350 for Mr. Fitzgerald; and $1,200 in cell phone allowance for each of Mr. Moore, Mr. Zehnder and Mr. Fitzgerald. (7)None of the NEOs received any compensation related to a defined benefit plan. (8)Mr. Trahan was not an NEO of the Corporation in the years ended December 31, 2023 and 2022.

  20. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table sets forth certain information with respect to possible payouts to the NEOs under our 2024 Cash Bonus Plan and grants of plan-based awards to our NEOs during the year ended December 31, 2024:

  21. Grants of Plan-Based Awards Table

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock of Units | Grant Date Fair Value of Stock and Option Awards(2) | | Name | Plan Type | Grant Date | Threshold ($) | Target ($) | Max ($) | Threshold ($) | Target ($) | Max ($) | | | | Casey Hoyt Chief Executive Officer and Director | 2020 LTIP | 1/29/2024 | — | — | — | — | — | — | 119,386 | $1,001,649 | | | Phantom Share Plan | 1/29/2024 | — | — | — | — | — | — | 39,796 | $333,888 | | | Cash Bonus Plan | 2024 | — | $541,059 | $811,589 | — | — | — | — | — | | Michael Moore President | 2020 LTIP | 1/29/2024 | — | — | — | — | — | — | 80,527 | $675,622 | | | Phantom Share Plan | 1/29/2024 | — | — | — | — | — | — | 26,842 | $225,204 | | | Cash Bonus Plan | 2024 | — | $456,187 | $684,281 | — | — | — | — | — | | W. Todd Zehnder Chief Operating Officer and Director | 2020 LTIP | 1/29/2024 | — | — | — | — | — | — | 80,527 | $675,622 | | | Phantom Share Plan | 1/29/2024 | — | — | — | — | — | — | 26,842 | $225,204 | | | Cash Bonus Plan | 2024 | — | $456,187 | $684,281 | — | — | — | — | — | | Trae Fitzgerald Chief Financial Officer | 2020 LTIP | 1/29/2024 | — | — | — | — | — | — | 29,383 | $246,523 | | | Phantom Share Plan | 1/29/2024 | — | — | — | — | — | — | 9,794 | $82,172 | | | Cash Bonus Plan | 2024 | — | $199,746 | $266,328 | — | — | — | — | — | | Jeremy Trahan General Counsel | 2020 LTIP | 1/29/2024 | — | — | — | — | — | — | 32,321 | $271,173 | | | Phantom Share Plan | 1/29/2024 | — | — | — | — | — | — | 10,774 | $90,394 | | | Cash Bonus Plan | 2024 | — | $219,722 | $292,962 | — | — | — | — | — |

  22. Grants of Plan-Based Awards Table

    (1)Amounts shown in this column represent the possible cash payout amounts under the 2024 Cash Bonus Plan. The actual cash bonus payout amounts approved by the Compensation Committee are disclosed in the Summary Compensation Table in the “Non-Equity Incentive Plan Compensation” column. (2)Amounts represent the grant date fair value of the awards determined in accordance with FASB ASC Topic 718.

  23. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table Base Salary. Base salaries of our executive officers are generally set at levels deemed necessary to attract and retain individuals with superior talent commensurate with their relative expertise and experience, and are set taking into consideration the executive officer’s personal performance and seniority, comparability within industry norms and contribution to the Corporation’s growth and profitability. The Corporation believes that a competitive base salary is an imperative element of any compensation program that is designed to attract talented and experienced executives. While there is no official set of benchmarks that the Corporation relies on, the Corporation makes itself aware of, and is cognizant of, how comparable issuers in its business compensate their executives. The Corporation's peer group in connection with salary compensation consists of sampling of other similar sized healthcare companies that are reporting issuers (or the equivalent) in the United States. The base salary for each executive officer is reviewed annually and periodically adjusted. Share-Based and Option Awards. An important part of our compensation program is to offer the opportunity and incentive for executives and staff to own Common Shares of the Corporation. We believe that ownership of Common Shares of the Corporation will align the interests of executives and future staff with the interests of the Corporation's shareholders. Share-based and option-based awards are granted on a regular schedule, typically in January. When reviewing awards, consideration is given to the total compensation package of the executives and staff and a weighting of appropriate incentives groupings at the senior, mid and junior levels of the staff, including past grants. At the time of any award, consideration is also given to the available pool remaining for new positions being contemplated by the Corporation. On June 6, 2024, the Corporation’s shareholders approved the Corporation’s 2024 Long Term Incentive Plan (the “2024 Omnibus Plan”) to provide an incentive to attract, retain, and reward directors, officers, employees, and consultants who provide services to the Corporation or any of its subsidiaries. All directors, officers, employees, and consultants of the Corporation and/or its affiliates are eligible to receive awards under the 2024 Omnibus Plan, subject to its terms. Awards include Common Share purchase options, restricted stock, stock appreciation rights, performance awards, or other stock-based awards, including restricted stock units, deferred stock units, and dividends and dividend equivalents. The maximum number of Common Shares that will be available for awards and issuance under the 2024 Omnibus Plan and that may be reserved for issuance at any time, including under previous plans such as the 2020 Long Term Incentive Plan (effective June 11, 2020), the Amended and Restated Stock Option Plan (effective as of July 17, 2018), the Amended and Restated Restricted Share Unit Plan (effective as of July 17, 2018), and the Deferred Share Unit Plan (effective July 17, 2018), is 7,800,000 shares. The maximum amount of Common Shares that may be awarded under the 2024 Omnibus Plan as “incentive stock options” is 1,000,000 Common Shares. As of December 31, 2024, the Corporation had outstanding options of 3,917,408 and restricted stock units (“RSUs”) of 1,513,815 associated with Common Shares under the existing plans. A summary and copy of the 2024 Omnibus Plan is included in the Corporation’s management information and proxy circular dated April 26, 2024, as filed on SEDAR+ on April 26, 2024 and as Exhibit 10.18 to the Corporation’s most recent Annual Report on Form 10-K filed with the SEC on March 10, 2025. For the year ended December 31, 2024, Messrs. Hoyt, Moore, Zehnder, Fitzgerald and Trahan were granted awards with a grant date fair value of $1,001,649, $675,622, $675,622, $246,523 and $271,173, respectively, under the 2020 Long Term Incentive Plan. Bonus Framework. The Corporation has adopted a Cash Bonus Plan and a Phantom Share Plan. Additionally, the NEOs participate in the company-wide Active Patient Bonus program, which provides a cash incentive for achieving active patient growth. The Active Patient Bonus is paid equally to all qualifying employees of the Corporation, fostering a unified effort towards enhancing patient engagement and growth. Effective December 28, 2017, Viemed, Inc., our wholly owned subsidiary, adopted an annual discretionary cash bonus plan (the “Cash Bonus Plan”). The purpose of the Cash Bonus Plan is to attract, motivate and retain executive management, officers and other employees by providing a financial incentive for employment with the Corporation and its divisions and subsidiaries and rewarding them for performance in line with increasing the value of the Corporation and its divisions and subsidiaries based on a review of objective standards and subjective elements determined by the Compensation Committee. The Compensation Committee is responsible for determining those officers and other employees of the Corporation who will participate in the Cash Bonus Plan for a particular calendar year (a “Plan Year”), and categorizing participants at different levels within the Corporation in accordance with the Cash Bonus Plan and their potential bonus as a percentage of their salary (the “Bonus Amount”). Such determinations are made on an annual basis prior to or within 90 days of the beginning of the Plan Year or within 60 days of hire for a newly hired participant. The Compensation Committee determines the criteria, the weight to be given to each criterion, the minimum and maximum thresholds, if any, and other factors utilized by the Compensation Committee in determining whether participants will be eligible to receive Bonus Amounts that are target and maximum or any amount in-between based on the annual performance of the Corporation. Cash bonuses are awarded, in large part, when performance meets or exceeds certain objective benchmarks, but the Compensation Committee reserves the ability to determine Bonus Amounts based on discretionary, subjective factors as well. Performance criteria under the Cash Bonus Plan include various (i) financial and operational goals (which goals are weighted at 70%) such as adjusted EBITDA, revenue, business line growth and number of patients and (ii) other corporate goals (which goals are weighted at 30%) such as capital deployment opportunities, technological capabilities, internal leadership and communications, corporate governance and staffing levels. The Compensation Committee of the Board will determine the total annual cash bonus actually awarded to a participant after taking into consideration the foregoing, but retains sole discretion to determine the amount of the actual awarded amount. The Compensation Committee, in its sole discretion, may add additional criterion in order to measure the overall performance of the Corporation for the purposes of making awards under the Cash Bonus Plan. Notwithstanding the achievement of the criteria, except after a Change in Control of the Corporation (as more specifically set out in the Cash Bonus Plan), the Compensation Committee may determine in its sole discretion to pay only a portion or pay no Bonus Amount for a Plan Year, including, but not limited to, if, in the sole discretion of the Compensation Committee, the financial health of the Corporation or business conditions do not warrant the payment of any Bonus Amounts. Actual awarded amounts will be paid in a cash lump sum as soon as possible after such awards are determined by the Compensation Committee after the end of the Plan Year, but not later than 2.5 months after the end of the applicable Plan Year.

  24. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    For the year ended December 31, 2024, awards in the amounts of $703,377, $593,043, $593,043, $239,695 and $263,666 were earned by Messrs. Hoyt, Moore, Zehnder, Fitzgerald and Trahan, respectively, under the Cash Bonus Plan. On April 3, 2018, Viemed, Inc., our wholly owned subsidiary, adopted a phantom share plan (the “Phantom Share Plan”) for the purpose of furthering long-term growth in earnings by offering long-term incentives to key employees of the Corporation in the form of phantom shares (“Phantom Shares”). The Phantom Share Plan is administered by the Compensation Committee. The Compensation Committee has the discretion to: select the employees to be granted awards of Phantom Shares under the Phantom Share Plan (each a “Phantom Award” and collectively, “Phantom Awards”); determine the number of Phantom Shares to be granted to each selected employee; determine the time or times when Phantom Shares will be granted; determine that all participants shall be of a single class or to divide participants into different classes; determine the time or times, and the conditions, subject to which any Phantom Awards may become payable; and determine all other terms and conditions of Phantom Awards including accelerating or modifying a Phantom Award. The Compensation Committee also has the sole authority to interpret and construe the terms of the Phantom Share Plan, establish and revise rules and regulations relating thereto and make any other determinations that it believes necessary or advisable for the administration of the Phantom Share Plan. The Compensation Committee retains the complete power and authority to terminate or amend the Phantom Share Plan at any time in writing in its sole discretion and make payments under the Phantom Share Plan. No employee or other person has any right to be granted a Phantom Award. A Phantom Award of Phantom Shares does not entitle the participant to hold or exercise any voting rights, rights to dividends or any other rights of a shareholder of the Corporation or any affiliate of the Corporation. In the Compensation Committee’s discretion, Phantom Shares may be granted to a participant that are (i) immediately fully vested or (ii) subject to a vesting schedule or a performance event as specified in the participant’s Phantom Award (a “Vesting Event”). Phantom Awards of Phantom Shares are credited to an account (an “Account”) to be maintained for each participant. A participant only has a right to any part of his or her Phantom Shares to the extent that (1) a participant’s interest in such Phantom Shares has vested (in accordance with the applicable Phantom Award), and (2) the rights to such Phantom Shares have not otherwise been forfeited by the participant pursuant to the terms of the Phantom Share Plan or the applicable Phantom Award. Payments with respect to Phantom Shares that have vested as specifically provided in the Phantom Award will be made in a lump sum within 60 days of the Vesting Event in cash. No participant has any right to receive payment for any part of his or her unpaid Phantom Shares (vested and unvested) if the participant’s employment or other service with the Corporation is terminated for “cause.” The total cash amount to be paid in the aggregate to a participant upon a Vesting Event is the value of the vested Phantom Shares in the participant’s Account on the date of the Vesting Event giving rise to the obligation to make payment calculated in accordance with the Phantom Share Plan. The value of one Phantom Share will be equal to the fair market value of a common share on the date of a Vesting Event as defined in the participant’s Phantom Award. For the year ended December 31, 2024, Messrs. Hoyt, Moore, Zehnder, Fitzgerald and Trahan were granted awards with a grant date fair value of $333,888, $225,204, $225,204, $82,172 and $90,394, respectively, under the Phantom Share Plan. Retirement Benefits. The Corporation does not currently maintain a defined benefit pension plan or a nonqualified deferred compensation plan providing for retirement benefits to our NEOs. Certain of our NEOs currently participate in our 401(k) plan and are eligible for matching of up to 4%. Group Benefits. The Corporation offers a group benefits plan, which includes medical benefits. The group benefits plan is available to all full-time employees who choose to enroll, including officers of the Corporation. Perquisites and Personal Benefits. While the Corporation reimburses its NEOs for expenses incurred in the course of performing their duties as executive officers of the Corporation, it did not provide any compensation that would be considered a perquisite or personal benefit to its NEOs other than auto allowances and cell phone allowances described in the Summary Compensation Table above. Employment Agreements Effective June 3, 2019, the Corporation entered into “at will” executive employment agreements with our NEOs, Casey Hoyt, Michael Moore, W. Todd Zehnder, and Trae Fitzgerald. Additionally, Jeremy Trahan entered into an “at will” employment agreement on August 1, 2022. In August 2024, the Compensation Committee established annual base salaries of $541,059, $456,187, $456,187, $266,328, and $292,962 for Messrs. Hoyt, Moore, Zehnder, Fitzgerald and Trahan, respectively. The employment agreements for Messrs. Hoyt, Moore, and Zehnder provide eligibility for a discretionary annual cash bonus with a target bonus equal to 100% of base salary and a maximum bonus of 150% of base salary, subject to the terms of the Cash Bonus Plan. The employment agreements for Messrs. Fitzgerald and Trahan provide eligibility for a discretionary annual cash bonus with a target bonus equal to 75% of base salary and a maximum bonus of 100% of base salary, also pursuant to the terms of the Cash Bonus Plan.The executives are also eligible to participate in any benefit plans that may be offered from time to time by the Corporation to similarly situated employees generally, subject to satisfaction of the applicable eligibility provisions. The employment agreements for Messrs. Hoyt, Moore, and Zehnder provide severance benefits if their employment is terminated without “cause” or they resign for “good reason.” These benefits include 12 months of base salary and continued health benefits, and a prorated target bonus, with the severance period extending to 24 months and a target-level bonus if the termination occurs within 12 months of a change in control. Messrs. Fitzgerald’s and Trahan’s agreements also provide severance benefits if their employment is terminated without “cause” or they resign for “good reason.” These benefits include six months of salary continuation and COBRA benefits, and a prorated target bonus. If termination occurs within 12 months of a change in control, the severance period extends to 12 months, and the bonus is paid at the target level. In addition, each employment agreement prohibits the executive from competing with the Corporation or soliciting its employees or customers during his employment and for two years after termination of the employment agreement for any reason, subject to certain exceptions.

  25. Outstanding Equity Awards at Fiscal Year-End 2024

    Outstanding Equity Awards at Fiscal Year-End 2024 The following table sets forth all awards outstanding for the NEOs as of December 31, 2024:

  26. Outstanding Equity Awards at Fiscal Year-End 2024

    | | 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 | 1/18/2022 | 42,342 (6) | | 339,583 | — | — | | | 1/17/2019 | 305,802 (1) | 0 (1) | 4.13 | 1/17/2029 | 1/17/2023 | 100,170 (7) | | 803,363 | | | | | 1/17/2020 | 231,201 (1) | 0 (1) | 5.70 | 1/17/2030 | 1/29/2024 | 159,182 (8) | | 1,276,640 | | | | | 1/21/2021 | 162,178 (1) | 0 (1) | 8.57 | 1/21/2031 | | | | | | | | | 1/18/2022 | 84,690 (1) | 42,344 (6) | 5.21 | 1/18/2032 | | | | | | | | Michael Moore President | 1/4/2018 | 130,539 (2) | 0 (2) | 1.81 | 1/4/2028 | 1/18/2022 | 28,468 (6) | | 228,313 | — | — | | | 1/17/2019 | 207,226 (2) | 0 (2) | 4.13 | 1/17/2029 | 1/17/2023 | 67,348 (7) | | 540,131 | | | | | 1/17/2020 | 156,673 (2) | 0 (2) | 5.70 | 1/17/2030 | 1/29/2024 | 107,369 (8) | | 861,099 | | | | | 1/21/2021 | 120,584 (2) | 0 (2) | 8.57 | 1/21/2031 | | | | | | | | | 1/18/2022 | 56,940 (2) | 28,470 (6) | 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 | 1/18/2022 | 28,468 (6) | | 228,313 | — | — | | | 1/17/2019 | 201,470 (3) | 0 (3) | 4.13 | 1/17/2029 | 1/17/2023 | 67,348 (7) | | 540,131 | | | | | 1/17/2020 | 152,321 (3) | 0 (3) | 5.70 | 1/17/2030 | 1/29/2024 | 107,369 (8) | | 861,099 | | | | | 1/21/2021 | 120,584 (3) | 0 (3) | 8.57 | 1/21/2031 | | | | | | | | | 1/18/2022 | 56,940 (3) | 28,470 (6) | 5.21 | 1/18/2032 | | | | | | | | Trae Fitzgerald Chief Financial Officer | 1/4/2018 | 27,075 (4) | 0 (4) | 1.81 | 1/4/2028 | 1/18/2022 | 8,783 (6) | | 70,440 | — | — | | | 1/17/2019 | 71,954 (4) | 0 (4) | 4.13 | 1/17/2029 | 1/17/2023 | 23,976 (7) | | 192,288 | | | | | 1/17/2020 | 54,400 (4) | 0 (4) | 5.70 | 1/17/2030 | 1/29/2024 | 39,177 (8) | | 314,200 | | | | | 1/21/2021 | 42,930 (4) | 0 (4) | 8.57 | 1/21/2031 | | | | | | | | | 1/18/2022 | 20,272 (4) | 10,135 (6) | 5.21 | 1/18/2032 | | | | | | | | Jeremy Trahan General Counsel | 8/22/2022 | 17,417 (5) | 8,708 (9) | 6.34 | 8/22/2032 | 8/22/2022 | 8,957 (9) | | 71,835 | — | — | | | | | | | | 1/17/2023 | 12,210 (7) | 9 | 97,924 | | | | | | | | | | 1/29/2024 | 43,095 (8) | | 345,622 | | |

  27. Outstanding Equity Awards at Fiscal Year-End 2024

    (1)The aggregate intrinsic value of options for 2018, 2019, 2020, 2021 and 2022 awards is $833,171, $1,189,570, $536,386, $0 and $356,966, respectively. Aggregate intrinsic value is based on the last closing price of the Common Shares on the NASDAQ for the year ended December 31, 2024 ($8.02 on December 31, 2024). (2)The aggregate intrinsic value of options for 2018, 2019, 2020, 2021 and 2022 awards is $810,647, $806,109, $363,481, $0 and $240,002, respectively. Aggregate intrinsic value is based on the last closing price of the Common Shares on the NASDAQ for the year ended December 31, 2024 ($8.02 on December 31, 2024). (3)The aggregate intrinsic value of options for 2018, 2019, 2020, 2021 and 2022 awards is $788,130, $783,718, $353,385, $0 and $240,002, respectively. Aggregate intrinsic value is based on the last closing price of the Common Shares on the NASDAQ for the year ended December 31, 2024 ($8.02 on December 31, 2024). (4)The aggregate intrinsic value of options for 2018, 2019, 2020, 2021 and 2022 awards is $168,136, $279,901, $126,208, $0 and $85,444, respectively. Aggregate intrinsic value is based on the last closing price of the Common Shares on the NASDAQ for the year ended December 31, 2024 ($8.02 on December 31, 2024). (5)The aggregate intrinsic value of options for 2022 awards is $43,890. Aggregate intrinsic value is based on the last closing price of the Common Shares on the NASDAQ for the year ended December 31, 2024 ($8.02 on December 31, 2024). (6)These awards will vest on January 18, 2025. (7)These awards will vest in two equal installments on January 17, 2025 and January 17, 2026. (8)These awards will vest in three equal installments on January 29, 2025, January 29, 2026, and January 29, 2027. (9)These awards will vest on August 22, 2025. (10)Aggregate value is calculated based on the last closing price of the Common Shares on the NASDAQ for the year ended December 31, 2024 ($8.02 on December 31, 2024).

  28. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table The following table sets forth information concerning the vesting of stock awards held by our NEOs during the fiscal year ended December 31, 2024. None of our NEOs exercised any stock options during the fiscal year ended December 31, 2024.

  29. Option Exercises and Stock Vested Table

    | Name | Option awards | | Stock awards | | | | Number of shares acquired on exercise (#) | Value realized on exercise ($) | Number of shares acquired on vesting (#) | Value realized on vesting(1) ($) | | Casey Hoyt | — | — | 68,297 | $727,255 | | Michael Moore | — | — | 45,919 | $488,964 | | W. Todd Zehnder | — | — | 45,919 | $488,964 | | Trae Fitzgerald | — | — | 14,997 | $163,775 | | Jeremy Trahan | — | — | 10,857 | $109,800 |

  30. Option Exercises and Stock Vested Table

    (1) Value realized on vesting is calculated based on the closing price of the Common Shares on the NASDAQ on the date the awards vest.

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

    Potential Payments upon Termination or Change in Control of the Corporation The information in the table below describes and quantifies certain estimated compensation that would have become payable to our NEOs following a change in control of the Corporation and/or certain terminations of employment of our NEOs assuming that the change in control and/or termination of employment occurred as of December 31, 2024.

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

    | | Cash Severance Payment ($) | Continued Benefits ($) | Value of Accelerated Equity Awards ($)(6) | Total ($) | | Casey Hoyt (1) | | | | | | Termination by the Corporation without cause | 1,082,118 | 8,498 | 2,419,586 | 3,510,202 | | Termination by the Executive for good reason | 1,082,118 | 8,498 | 2,419,586 | 3,510,202 | | Termination by the Corporation without cause in connection with a change in control | 1,623,177 | 12,747 | 2,419,586 | 4,055,510 | | Termination due to retirement, death, or disability | — | — | 2,419,586 | 2,419,586 | | Michael Moore(2) | | | | | | Termination by the Corporation without cause | 912,374 | 9,334 | 1,629,543 | 2,551,251 | | Termination by the Executive for good reason | 912,374 | 9,334 | 1,629,543 | 2,551,251 | | Termination by the Corporation without cause in connection with a change in control | 1,368,561 | 14,001 | 1,629,543 | 3,012,105 | | Termination due to retirement, death, or disability | — | — | 1,629,543 | 1,629,543 | | W. Todd Zehnder(3) | | | | | | Termination by the Corporation without cause | 912,374 | 9,334 | 1,629,544 | 2,551,252 | | Termination by the Executive for good reason | 912,374 | 9,334 | 1,629,544 | 2,551,252 | | Termination by the Corporation without cause in connection with a change in control | 1,368,561 | 14,001 | 1,629,544 | 3,012,106 | | Termination due to retirement, death, or disability | — | — | 1,629,544 | 1,629,544 | | Trae Fitzgerald(4) | | | | | | Termination by the Corporation without cause | 332,910 | 4,667 | 576,935 | 914,512 | | Termination by the Executive for good reason | 332,910 | 4,667 | 576,935 | 914,512 | | Termination by the Corporation without cause in connection with a change in control | 466,074 | 9,334 | 576,935 | 1,052,343 | | Termination due to retirement, death, or disability | — | — | 576,935 | 576,935 | | Jeremy Trahan(5) | | | | | | Termination by the Corporation without cause | 352,731 | 4,667 | 515,381 | 872,779 | | Termination by the Executive for good reason | 352,731 | 4,667 | 515,381 | 872,779 | | Termination by the Corporation without cause in connection with a change in control | 499,212 | 9,334 | 515,381 | 1,023,927 | | Termination due to retirement, death, or disability | — | — | 515,381 | 515,381 |

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

    (1) Under his employment agreement, if Mr. Hoyt’s employment is terminated by the Corporation without “cause” or if he resigns for “good reason,” he is entitled to severance payments equal to 12 months of base salary and continued health benefits, and a prorated target bonus as specified under the Cash Bonus Plan. If such termination occurs within 12 months of a change in control, his severance period extends to 24 months, and his bonus is payable at the target level. (2)Under his employment agreement, if Mr. Moore’s employment is terminated by the Corporation without “cause” or if he resigns for “good reason,” he is entitled to severance payments equal to 12 months of base salary and continued health benefits, and a prorated target bonus as specified under the Cash Bonus Plan. If such termination occurs within 12 months of a change in control, his severance period extends to 24 months, and his bonus is payable at the target level. (3)Under his employment agreement, if Mr. Zehnder’s employment is terminated by the Corporation without “cause” or if he resigns for “good reason,” he is entitled to severance payments equal to 12 months of base salary and continued health benefits, and a prorated target bonus as specified under the Cash Bonus Plan. If such termination occurs within 12 months of a change in control, his severance period extends to 24 months, and his bonus is payable at the target level. (4)Under his employment agreement, if Mr. Fitzgerald is terminated without “cause” or resigns for “good reason,” he is entitled to severance payments equal to six months of base salary, a prorated target bonus, and continued COBRA benefits for up to six months. If such termination occurs within 12 months of a change in control, his severance period extends to 12 months, and his bonus is paid at the target level. (5)Under his employment agreement, if Mr. Trahan is terminated without “cause” or resigns for “good reason”, he is entitled to severance payments equal to six months of base salary, a prorated target bonus, and continued COBRA benefits for up to six months if terminated without “cause” or for “good reason.” In the event of a termination within 12 months of a change in control, his severance period extends to 12 months, and his bonus is paid at the target level. (6)All outstanding RSUs and Phantom Shares vest in connection with a qualifying termination, including retirement. If terminated due to death or disability, all unvested RSUs and Phantom Shares automatically vest, and any vested Options remain exercisable for one year (death) or three months (disability), subject to the original Option expiry date. If an NEO’s employment is terminated due to death, disability, or without “cause”, the Board may, in its discretion, resolve that all unvested options under the 2018 Option Plan automatically vest in full. In the event of a change of control, the Corporation may, at its option, permit NEOs to exercise options under the 2018 Option Plan in advance of the change of control. Additionally, the Corporation may, at its discretion, provide for the assumption of the 2018 Option Plan and all outstanding options by the surviving entity.

  34. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure The compensation of our CEO in 2024 was approximately 67 times the median pay of our full-time and part-time employees (other than the CEO), based on Mr. Hoyt’s compensation as CEO. We identified the median employee by including all W-2 employees as of December 31, 2024, who had received W-2 wages (or W-2 equivalents) during the calendar year. We then used the W-2 data to identify the median employee. We did not make any adjustments to the employee population or pay data in determining the median employee (e.g., no cost-of-living adjustments). For computing the ratio, we calculated such employee’s total annual compensation in the same manner in which we calculate total annual compensation for the CEO in the Summary Compensation Table. The total compensation of the median employee was calculated to be $38,892. The CEO compensation reflects the total annual compensation of Mr. Hoyt per the Summary Compensation Table. We divided this by the median employee’s total annual compensation. The ratio is $2,616,985 divided by $38,892, or 67 to 1.

  35. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the Securities and Exchange Commission (“SEC”) pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive “compensation actually paid” (“CAP”, as calculated in accordance with the SEC rules) and certain Corporation performance measures for the fiscal years listed below. For information regarding the Corporation’s pay-for-performance philosophy and how the Corporation aligns executive pay with performance, refer to our CD&A.

  36. Pay Versus Performance

    | | | | | | Year-end value of $100 invested on 12/31/2021 in: | | | | | Year | Summary Compensation Table Total for Casey Hoyt (1) $ | Compensation Actually Paid to Casey Hoyt (2)(3) $ | Average Summary Compensation Table Total for Non-CEO NEOs (5) $ | Average Compensation Actually Paid to Non-CEO NEOs (2)(3)(5) $ | VMD $ | S&P Healthcare Services Select Industry Index $ | Net Income (in millions) $ | Revenue (in millions) $ | | 2024 | $2,616,985 | $2,510,076 | $1,457,933 | $1,405,333 | $153.64 | $84.80 | $11.4 | $224.3 | | 2023 | $2,512,214 | $2,489,605 | $1,379,303 | $1,365,465 | $150.38 | $83.61 | $10.2 | $183.0 | | 2022 | $1,925,507 | $2,755,007 | $1,057,462 | $1,430,604 | $144.83 | $79.93 | $6.2 | $138.8 |

  37. Pay Versus Performance

    (1) Casey Hoyt has been CEO of the Corporation since December 2017. (2) Deductions from, and additions to, total compensation in the Summary Compensation Table by year to calculate Compensation Actually Paid include:

  38. Pay Versus Performance

    | | 2024 | | 2023 | | 2022 | | | | Hoyt, Casey | Average Non-CEO NEOs | Hoyt, Casey | Average Non-CEO NEOs | Hoyt, Casey | Average Non-CEO NEOs | | Total Compensation from Summary Compensation Table | $2,616,985 | $1,457,933 | $2,512,214 | $1,379,303 | $1,925,507 | $1,057,462 | | Adjustments for Pension | | | | | | | | Adjustment Summary Compensation Table Pension | $— | $— | $— | $— | $— | $— | | Amount added for current year service cost | $— | $— | $— | $— | $— | $— | | Amount added for prior service cost impacting current year | $— | $— | $— | $— | $— | $— | | Total Adjustments for Pension | $— | $— | $— | $— | $— | $— | | Adjustments for Equity Awards | | | | | | | | Adjustment for grant date values in the Summary Compensation Table | $(1,335,537) | $(622,979) | $(1,185,820) | $(532,671) | $(1,004,148) | $(441,090) | | Year-end fair value of unvested awards granted in the current year | $1,276,640 | $595,506 | $1,179,510 | $529,836 | $1,600,212 | $704,343 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | $3,144 | $(87) | $(82,045) | $(40,245) | $260,664 | $123,106 | | Fair values at vest date for awards granted and vested in current year | $— | $— | $— | $— | $— | $— | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | $(51,156) | $(25,040) | $65,746 | $29,242 | $(27,228) | $(13,217) | | Forfeitures during current year equal to prior year-end fair value | $— | $— | $— | $— | $— | $— | | Dividends or dividend equivalents not otherwise included in total compensation | $— | $— | $— | $— | $— | $— | | Total Adjustments for Equity Awards | $(106,909) | $(52,600) | $(22,609) | $(13,838) | $829,500 | $373,142 | | Compensation Actually Paid (as calculated) | $2,510,076 | $1,405,333 | $2,489,605 | $1,365,465 | $2,755,007 | $1,430,604 |

  39. Pay Versus Performance

    (3) The following summarizes the valuation assumptions used for stock option awards included as part of Compensation Actually Paid: –Expected life of each stock option is based on the "simplified method" using an average of the remaining vest and remaining term, as of the vest/FYE date. –Strike price is based on each grant date closing price and asset price is based on each vest/FYE closing price. –Risk free rate is based on the Treasury Constant Maturity rate closest to the remaining expected life as of the vest/FYE date. –Historical volatility is based on daily price history for each expected life (years) prior to each vest/FYE date. Closing prices provided by S&P Capital IQ are adjusted for dividends and splits. –Dividend yield represents annual dividend yield on each vest/FYE date. (4) The following tables illustrate the valuation assumptions as of the vesting date for awards that vested in each of 2022, 2023, 2024.

  40. Pay Versus Performance

    | | For Stock Options Vesting in | | | | | 2024 | 2023 | 2022 | | Expected volatility | 46% - 54% | 56% - 65% | 70% - 70% | | Expected dividend yield | .0% - .0% | .0% - .0% | .0% - .0% | | Expected term, in years | 3.5 - 4.0 | 3.5 - 4.5 | 3.5 - 4.5 | | Risk-free interest rate | 3.8% - 4.2% | 3.4% - 3.9% | 1.3% - 1.5% |

  41. Pay Versus Performance

    | | For Restricted Share and Restricted Stock Units Vesting in | | | | | 2024 | 2023 | 2022 | | Weighted Average Fair Value at vesting | $7.47 | $8.27 | $5.26 |

  42. Pay Versus Performance

    (5) Non-CEO NEOs reflect the average Summary Compensation Table total compensation and average Compensation Actually Paid for the following executives by year: –2024: Michael Moore, W. Todd Zehnder, Trae Fitzgerald, Jeremy Trahan –2023: Michael Moore, W. Todd Zehnder, Trae Fitzgerald, Jerome Cambre –2022: Michael Moore, W. Todd Zehnder, Trae Fitzgerald, Jerome Cambre

  43. Pay Versus Performance: Graphical Description

    Pay Versus Performance: Graphical Description The illustrations below provide a graphical description of CAP and the following measures: –The Corporation’s cumulative Total Shareholder Return (“TSR”) and the S&P Healthcare Services Select Industry Index cumulative TSR; –The Corporation’s net income; and –The Corporation Selected Measure, which for Viemed is revenue.

  44. 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, 2024 (other than a director who is an NEO, whose disclosure with respect to compensation is set forth above):

  45. Compensation of Directors

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1)(2) ($) | Option Awards(3)(4) ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Nitin Kaushal | $117,000 | $115,001 | $— | $— | $— | $— | $232,001 | | Randy Dobbs | $121,625 | $130,001 | $— | $— | $— | $— | $251,626 | | Timothy Smokoff | $119,000 | $115,001 | $— | $— | $— | $— | $234,001 | | Bruce Greenstein(5) | $114,625 | $115,001 | $— | $— | $— | $— | $229,626 | | Dr. William Frazier(6) | $— | $77,801 | $— | $77,072 | $— | $— | $154,873 | | Sabrina Heltz | $106,000 | $115,001 | $— | $— | $— | $— | $221,001 |

  46. Compensation of Directors

    (1)The amounts shown represent the aggregate grant date fair value of RSUs 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, 2024 and 2023 included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC and on SEDAR+ on March 10, 2025. (2)As of December 31, 2024, Mr. Kaushal had 15,732 RSUs outstanding, Mr. Dobbs had 17,784 RSUs outstanding, Mr. Smokoff had 15,732 RSUs outstanding, Mr. Greenstein had 15,732 RSUs outstanding and Ms. Heltz had 15,732 RSUs outstanding, all of which will vest on August 20, 2025. As of December 31, 2024, Dr. Frazier had 7,003 RSUs and 2,334 Phantom Shares outstanding which vest in three equal annual installments beginning on January 29, 2025. (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, 2024 and 2023 included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC and on SEDAR+ on March 10, 2025. (4)As of December 31, 2024, Mr. Kaushal had 50,000 options outstanding and Dr. Frazier had 36,261 options outstanding. Mr. Dobbs, Mr. Smokoff, Mr. Greenstein and Ms. Heltz had no options outstanding. (5) Mr. Greenstein resigned from the Board effective April 14, 2025. (6)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 $77,801 of awards under the 2020 LTIP related to service as a director. During 2024, Dr. Frazier’s compensation for his services as Chief Medical Officer of the Corporation included wages of $221,858 and compensation under the Cash Bonus Plan of $77,072. 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:

  47. 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 |

  48. Compensation of Directors

    In order to align their interests with those of the Corporation, directors are also eligible to receive awards under the 2024 Omnibus Plan. Under the terms of the Corporation’s Non-Employee Directors Deferred Compensation Plan under the 2024 Omnibus Plan, 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, 2024, Mr. Kaushal, Mr. Smokoff, Mr. Greenstein and Ms. Heltz each were granted awards with a grant date fair value of $115,001 and Mr. Dobbs was granted awards with a grant date fair value of $130,001 under the 2024 Omnibus Plan. 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.

  49. 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, 2024, indebted to the Corporation or any of its subsidiaries in respect of loans, advances or guarantees of indebtedness.