Full Press Release Details
MindWalk Holdings Corp.
REVISED STATEMENT OF EXECUTIVE COMPENSATION
for the fiscal year ended April 30, 2025
Dated as of October 8, 2025
All monetary amounts herein are expressed in Canadian Dollars ( $ ) unless otherwise stated.
For the purpose of this section:
NEO or named executive officer means each of the following individuals:
(a) each individual who, in respect of the Company, during any part of the most recently completed financial year, served as chief executive officer ( CEO ), including an individual performing functions similar to a CEO;
(b) each individual who, in respect of the Company, during any part of the most recently completed financial year, served as chief financial officer ( CFO ), including an individual performing functions similar to a CFO;
(c) in respect of the Company and its subsidiaries, each of the three most highly compensated executive officers, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was more than $150,000;
(d) each individual who would be a named executive officer under paragraph (c) but for the fact that the individual was not an executive officer of the Company, and was not acting in a similar capacity, at the end of that financial year.
Based on the foregoing definition, during the financial year ended April 30, 2025, the Company had six named officers ( NEOs ), namely:
1.Dr. Jennifer Bath, who has been CEO and President since February 22, 2018;
2.Joseph Scheffler, who has been the interim CFO since February 24, 2025;
3.Kristin Taylor, who was the former CFO from June 16, 2024 to January 16, 2025, having previously served as interim CFO since September 29, 2023;
4.Dr. Ilse Roodink, who was the Chief Scientific Officer since July 1, 2021 to August 6, 2025;
5.Kari Graber, who has been VP of Commercial Services since November 1, 2021, and has worked for the Company since May 1, 2018; and
6.Shuji Sato, who has been VP of Innovative Solutions since November 2024, and has worked for the company since January 3, 2023.
Compensation Discussion and Analysis
Compensation Philosophy and Objectives
The Company's executive compensation program is administered by the Board through the Compensation, Nomination and Governance Committee of the Company (the Compensation, Nomination and Governance Committee ). The primary objectives of the executive compensation program include:
-attracting and retaining high-quality senior executives,
-aligning executive compensation with long-term success of the Company, and
-providing compensation that is competitive with that of comparable companies.
Compensation Elements
The Company's executive compensation program consists of three elements, detailed below:
| Compensation Element | Purpose |
| Base salary | The Company provides a base salary to each NEO to attract and retain key employees and provide a cash payment to executives not tied to performance objectives or Common Share return. Base salary is determined and reviewed annually by the Compensation, Nomination and Governance Committee. |
| Short-term cash incentives | The Company provides cash incentive payments based on the overall performance of the Company according to corporate goals, as well as the individual performance of executives. The target incentive for the CEO is 70% of base salary, while other NEOs have a target incentive of from 30% to 50% of base salary. |
| Stock incentive plan | The Company provides stock option awards and restricted stock units to align executive compensation with the long-term success of the Company. |
Base salary is reviewed annually by the Compensation, Nomination and Governance Committee.
During the fiscal year ended April 30, 2025, the Compensation, Nomination and Governance Committee engaged Arnosti Consulting to complete a benchmarking analysis of the Company's executive compensation program. The services of Arnosti Consulting were initially retained in 2021. The goal was to benchmark and provide recommendations for executive and director cash and equity compensation components. A total of 30 publicly traded peer companies of similar focus and market capitalization were included to complete the study. The benchmark group contained the following companies:
| Compensation Benchmark Companies | ||
| Aadi Bioscience, Inc. | CorMedix, Inc. | Kezar Life Sciences, Inc. |
| Absci Corp. | Cue Biopharma, Inc. | Lantern Pharma, Inc. |
| Aclaris Therapeutics, Inc. | CytomX Therapeutics, Inc. | MediciNova, Inc. |
| AnaptysBio, Inc. | DURECT Corporation | MEI Pharma, Inc. |
| Assembly Biosciences, Inc. | GlycoMimetics, Inc. | Pieris Pharmaceuticals, Inc. |
| BioAtla, Inc. | Harpoon Therapeutics, Inc. | Rallybio Corp. |
| BioVie, Inc. | IGC Pharma, Inc. | Scholar Rock Holding Corp. |
| BriaCell Therapeutics, Inc | Ikena Oncology, Inc. | Solid Biosciences, Inc. |
| Cara Therapeutics | Immuneering Corp. | Sutro Biopharma, Inc. |
| Clene, Inc. | Jounce Therapeutics, Inc. | XBiotech, Inc. |
As a result of the study, the compensation of each NEO was adjusted effective July 1, 2024, to ensure competitive compensation as compared to the benchmark group.
The following table sets forth the fees billed to the Company by Arnosti Consulting for the financial years ended April 30, 2025 and 2024:
| Fee Category | Year Ended April 30, 2025 ($) | Year Ended April 30, 2024 ($) | ||||
| Executive Compensation-Related Fees (1) | 49,960 | 13,603 | ||||
| All Other Fees | ||||||
| Total | 49,960 | 13,603 |
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(1)Fees disclosed under this heading are for the consultant's services related to determining compensation for the Company's directors and executive officers.
Short-term cash incentives are based on the financial performance of the Company and the achievement of individual performance objectives by each NEO. The Board reviews the Company's performance against these targets annually and determines the NEO's short-term incentive payment. The performance objectives and achievement criteria for the financial year ending April 30, 2025, have been reviewed and approved by the Compensation, Nomination and Governance Committee. These objectives consist of a weighted combination of corporate metrics and individual performance goals.
Corporate goals for year ending April 30, 2025:
-Broaden and Strengthen Market Engagement for BioStrand Adoption
-Extend Financial Runway
-Enhance Organizational Effectiveness, Efficiency and Agility while Achieving Required Return on Investment
-Strengthen Assets through Enhanced Data Generation and Strategic Technological Integration
The Board periodically awards stock options and restricted stock units to NEOs under the Company's stock incentive plan to align executive compensation with the long-term success of the Company. The amount and terms of outstanding options and restricted stock units held by an executive are considered when determining whether and how new option and restricted stock unit grants should be made to the executive. The exercise periods of options are set at the date of grant.
On April 30, 2025, the closing price of the Company's common shares (the Common Shares ) on the Nasdaq Global Market exchange was U.S.$0.43. The following graph shows the cumulative return of U.S.$100 invested in the Common Shares on May 1, 2021, to the total return of the Nasdaq Composite Index.
Compensation paid to executives does not directly correlate with the above performance graph. The Company's compensation philosophy is detailed under the heading entitled Compensation Philosophy and Objectives above and is not based on short-term performance of the Common Shares.
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Compensation Governance
The Compensation, Nomination and Governance Committee comprises three independent directors: Kamil Isaev, Jon Lieber, and Dirk Witters.
Direct Experience Relevant to Executive Compensation
Kamil Isaev brings over 30 years of experience in artificial intelligence, semiconductor technologies, and global R&D operations. He has held senior leadership roles at Intel, Align Technology, Dell EMC, and others, leading R&D commercialization and AI-driven innovation strategy, which positions him well to evaluate and advise on performance objectives and incentive alignment grounded in technological and operational performance metrics.
Jon Lieber is an industry veteran with over 30 years of financial leadership in biotechnology and life sciences. He currently serves as Chief Financial Officer at Rallybio and has served as CFO at Applied Genetic Technologies Corporation (AGTC). His extensive background includes capital-raising, strategic planning, investor relations, and experience with Nasdaq governance, both as an executive and board member. He also serves on the board of Salarius Pharmaceuticals, contributing expertise in audit and governance functions.
Dirk Witters offers extensive finance, capital markets, and corporate advisory experience, accumulated through more than 20 years in KBC Group's Corporate and Investment Banking, including executive leadership roles. Since 2019, he has served as an independent advisor and executive partner in a family office, guiding capital raising of EUR 250 million and making direct investments in healthcare and other sectors. He also served as President of Biostrand BV until its acquisition by the Company and maintains a track record in private equity and healthcare finance advisory.
Collectively, their backgrounds equip the Compensation, Nomination and Governance Committee with robust expertise in financial oversight, technology-driven business strategy, capital allocation, and incentive design, enabling informed oversight of executive compensation frameworks aligned with both corporate performance and technological or strategic milestones.
Compensation, Nomination and Governance Committee Responsibilities, Powers, and Operation
The Compensation, Nomination and Governance Committee's mandate, as detailed in its charter, includes:
-Reviewing and recommending to the Board the Company's agreements with executive officers, compensation policies and plans, as well as key human resources policies.
-The Compensation, Nomination and Governance Committee operates in accordance with governance best practices.
-It is chaired by Dirk Witters (Committee Chair), with Kamil Isaev and Jon Lieber serving as members.
-Dirk Witters, as Chairman of the Board, acts as principal liaison between independent directors and executive officers, reviews Board agendas, presides over Board and independent director meetings, and ensures that independent perspectives inform corporate governance.
-The Compensation, Nomination and Governance Committee holds regular meetings (and as needed), with members participating in in-camera executive sessions without management present to promote candid oversight and independent judgment.
-It reports its deliberations and recommendations to the full Board to facilitate sound decision-making regarding executive pay, performance goals, and governance policies.
Summary Compensation Table
The following table provides a summary of the compensation paid by the Company to each NEO of the Company for the financial years ended April 30, 2025, 2024, and 2023. All cash payments in the table below were made in U.S.
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dollars, except for Dr. Roodink's and Dr. Duplantis', which were made in Euros and Canadian dollars, respectively. All amounts listed are in Canadian dollars, translated using the average daily exchange rate on the last day of the period provided by the Bank of Canada. The average daily exchange rates on the relevant date as reported by the Bank of Canada are:
| Bank of Canada USD/CAD Average Daily Exchange Rate | ||
| April 30, 2025 | 1.3812 | |
| April 30, 2024 | 1.3746 | |
| April 30, 2023 | 1.3578 |
| Bank of Canada EUR/CAD Average Daily Exchange Rate | ||
| April 30, 2025 | 1.5687 | |
| April 30, 2024 | 1.4695 | |
| April 30, 2023 | 1.3578 |
| Non-equity incentive plan compensation (1) ($) | |||||||||||||||||||||||||
| Name and principal position | Year | Salary ($) | Share-based awards ($) | Option-based awards ($) | Annual incentive plans | Long-term incentive plans | Pension value ($) | All other compensation ($) | Total compensation ($) | ||||||||||||||||
| Dr. Jennifer Bath (2) | 2025 | 877,062 | 280,800 | (5) | 1,157,862 | ||||||||||||||||||||
| CEO, | 2024 | 731,989 | 273,353 | (5) | 1,005,342 | ||||||||||||||||||||
| President, and Director | 2023 | 713,558 | 1,069,310 | 678,031 | (5) | 2,460,899 | |||||||||||||||||||
| Joseph Scheffler (3) Interim CFO | 2025 | 146,929 | (5) | 146,929 | |||||||||||||||||||||
| Kristin Taylor (3) | 2025 | 259,103 | 176,100 | (5) | 435,203 | ||||||||||||||||||||
| Former CFO | 2024 | 533,477 | (5) | 533,477 | |||||||||||||||||||||
| Dr. Ilse Roodink | 2025 | 319,601 | 90,300 | (5) | 409,901 | ||||||||||||||||||||
| CSO | 2024 | 276,930 | (5) | 276,930 | |||||||||||||||||||||
| 2023 | 298,419 | 142,360 | 78,297 | (5) | 519,076 | ||||||||||||||||||||
| Shuji Sato VP of Innovative Solutions | 2025 | 290,052 | (5) | 290,052 | |||||||||||||||||||||
| 2024 | 288,666 | 102,765 | (5) | 391,431 | |||||||||||||||||||||
| 2023 | 271,560 | 42,708 | (5) | 314,268 | |||||||||||||||||||||
| Kari Graber | 2025 | 331,488 | 62,400 | (5) | 393,888 | ||||||||||||||||||||
| VP of Commercial | 2024 | 273,599 | (5) | 273,599 | |||||||||||||||||||||
| Services | 2023 | 262,395 | 177,950 | 76,312 | (5) | 516,657 |
(1)Non-equity incentive plan compensation includes bonuses earned during the financial year and payable as of the year-end date. Cash payments are made upon approval by the Board following year-end.
(2)Dr. Bath received no compensation in her capacity as director of the Company.
(3)Ms. Taylor was appointed as interim CFO on September 19, 2023, and was employed though a consulting firm up to her June 16, 2024 hire date as permanent CFO until her departure on January 16, 2025. Her salary for the 2024 financial year represents compensation paid to the consulting firm. Ms. Taylor's salary for the 2025 financial year represents compensation for the 8.5 months that she served as CFO. Mr. Scheffler was appointed as interim CFO on February 24, 2025 and therefore served as interim CFO for two months of the 2025 financial year.
(4)No options have been adjusted, amended, cancelled, replaced or exercise price modified.
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(5)Perquisites, including property or other personal benefits provided to a NEO that are not generally available to all employees, did not exceed $50,000 or 10% of the NEO's total salary for the financial year.
The Company uses the Black-Scholes option pricing model to calculate the fair value of stock options on their grant date. The Company applies this methodology to value the stock options as accurately as possible using observable market inputs. The assumptions used in the model and the resulting fair value for each issuance is shown below:
| Black-Scholes model inputs | |||||||||||||||||||||||
| Optionee | Year | Fair value of option ($) | Number of options awarded | Fair value of award ($) | Common share price on grant date ($) | Exercise price ($) | Expected life (years) | Risk-free rate | |||||||||||||||
| Dr. Jennifer Bath | 2025 | 1.040 | 270,000 | 280,800 | 0.860 | (1) | 0.860 | (1) | 10.0 | 2.88% | |||||||||||||
| 2024 | |||||||||||||||||||||||
| 2023 | 3.559 | 300,452 | 1,069,310 | 4.100 | (1) | 4.100 | (1) | 5.00 | 3.57% | ||||||||||||||
| Shuji Sato | 2025 | ||||||||||||||||||||||
| 2024 | |||||||||||||||||||||||
| 2023 | 3.559 | 12,000 | 42,708 | 4.100 | (1) | 4.100 | (1) | 5.0 | 3.57% | ||||||||||||||
| Kristin Taylor | 2025 | 1.040 | 204,767 | 176,100 | 0.860 | (1) | 0.860 | (1) | |||||||||||||||
| 2024 | |||||||||||||||||||||||
| Dr. Ilse Roodink | 2025 | 1.040 | 105,000 | 90,300 | 0.860 | (1) | 0.860 | (1) | 10.0 | 2.88% | |||||||||||||
| 2024 | |||||||||||||||||||||||
| 2023 | 3.559 | 40,000 | 142,360 | 4.100 | (1) | 4.100 | (1) | 5.00 | 3.57% | ||||||||||||||
| Kari Graber | 2025 | 1.040 | 60,000 | 62,400 | 0.860 | (1) | 0.860 | (1) | 10.0 | 2.88% | |||||||||||||
| 2024 | |||||||||||||||||||||||
| 2023 | 3.559 | 50,000 | 177,950 | 4.100 | (1) | 4.100 | (1) | 5.00 | 3.57% |
Outstanding Share-based Awards and Option-based Awards
The following table of compensation securities provides a summary of all compensation securities outstanding to each NEO as of April 30, 2025.
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| Option-based awards | Share-based awards | ||||||||||||||||||||||
| Name | Issuance date | Number of securities underlying unexercised options (#) | Option exercise price ($) | Option expiration date | Value of unexercised in-the-money options ($) | Number of shares or units of shares that have not vested (#) | Market or payout value of share-based awards that have not vested ($) | Market or payout value of vested share- based awards not paid out or distributed ($) | |||||||||||||||
| Dr. Jennifer | 09/01/2020 | 210,000 | 8.500 | 09/01/2025 | 1,254,750 | ||||||||||||||||||
| Bath | 01/07/2022 | 120,000 | 7.940 | 01/07/2027 | 594,720 | ||||||||||||||||||
| 02/19/2023 | 300,452 | 4.100 | (1) | 02/19/2028 | 1,069,309 | ||||||||||||||||||
| 08/03/2025 | 270,000 | 0.860 | (1) | 08/03/2034 | 232,200 | ||||||||||||||||||
| Joseph Scheffler | |||||||||||||||||||||||
| Kristin Taylor | |||||||||||||||||||||||
| Dr. Ilse | 01/06/2021 | 15,000 | 20.300 | 01/06/2026 | 175,545 | ||||||||||||||||||
| Roodink | 01/07/2022 | 50,000 | 7.940 | 01/07/2027 | 247,800 | ||||||||||||||||||
| 02/19/2023 | 40,000 | 4.100 | (1) | 02/19/2028 | 142,360 | ||||||||||||||||||
| 08/03/2025 | 105,000 | 0.860 | (1) | 08/03/2034 | 90,300 | ||||||||||||||||||
| Shuji Sato | 02/19/2023 | 12,000 | 4.100 | (1) | 02/19/2028 | 42,708 | |||||||||||||||||
| Kari Graber | 09/01/2020 | 10,000 | 8.500 | 09/01/2025 | 59,750 | ||||||||||||||||||
| 02/19/2023 | 50,000 | 4.100 | (1) | 02/19/2028 | 177,950 | ||||||||||||||||||
| 08/03/2025 | 60,000 | 0.860 | (1) | 08//2034 | 51,600 |
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Incentive Plan Awards Value Vested or Earned During the Year
The following table shows the incentive plan awards value vested or earned for each NEO for the fiscal year ended April 30, 2025:
| Name | Option-based awards Value vested during the year ($) | Share-based awards Value vested during the year ($) | Non-equity incentive plan compensation Value earned during the year ($) | |||||
| Dr. Jennifer Bath | 237,623 | |||||||
| Joseph Scheffler | ||||||||
| Kristin Taylor | 18,344 | |||||||
| Dr. Ilse Roodink | 31,365 | |||||||
| Shuji Sato | 14,236 | |||||||
| Kari Graber | 39,543 |
Director Compensation Table
The following table provides a summary of compensation paid by the Company to each director of the Company for the financial year ended April 30, 2025. Cash payments are made in U.S. dollars, translated using the USD/CAD average daily exchange rate on April 30, 2025.
| Name (1) | Fees earned ($) | Share- based awards ($) | Option- based awards ($) | Non-equity incentive plan compensation ($) | Pension value ($) | All other compensation ($) | Total ($) | |||||||||||||||
| Mitch Levine (2) | 77,798 | 77,798 | ||||||||||||||||||||
| Kamil Isaev (3) | 13,800 | 13,800 | ||||||||||||||||||||
| Chris Buyse (4) | 83,126 | 83,126 | ||||||||||||||||||||
| Dirk Witters | 94,619 | 4,600 | 99,219 | |||||||||||||||||||
| Barry Springer (5) | 62,239 | 62,239 |
(1)The compensation of Dr. Jennifer Bath, a director and the Chief Executive Officer and President of the Company, is set out in the summary compensation table above in respect of NEOs. Dr. Bath did not receive any compensation for her role as a director of the Company.
(2)Mitch Levine did not stand for re-election at the 2024 Annual General Meeting held on November 14, 2024 and therefore only served as director of the Company for 6.5 months during the financial year ended April 30, 2025.
(3)Kamil Isaev was appointed to the Board effective February 24, 2025 and therefore only served as director of the Company for 2 months during the financial year ended April 30, 2025.
(4)Chris Buyse ceased to be a Board member on February 24, 2025 and therefore only served as a director of the Company for 10 months during the financial year ended April 30, 2025.
(5)Dr. Barry A. Springer ceased to be a Board member on November 14, 2024 and therefore only served as a director of the Company for 6.5 months during the financial year ended April 30, 2025.
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The Company uses the Black-Scholes pricing model to calculate the fair value of stock options and restricted stock units on their grant date. The Company applies this methodology to value the stock options and restricted stock units as accurately as possible using observable market inputs. The assumptions used in the model and the resulting fair value for each issuance is shown below:
| Black-Scholes model inputs | |||||||||||||||||||||||
| Awardee | Year | Fair value of RSU ($) | Number of RSUs awarded | Fair value of award ($) | Common share price on grant date ($) | Exercise price ($) | Expected life (years) | Risk-free rate | |||||||||||||||
| Dirk Witters | 2025 | 0.40 | 11,500 | (1) | 4,600 | 0.40 | (1) | - | 3.00 | 2.59% | |||||||||||||
| Kamil Isaev | 2025 | 0.40 | 34,500 | (1) | 13,800 | 0.40 | - | 3.00 | 2.59% |
With respect to their service for the year following the Company's annual general meeting in November 2024, Directors of the Company are paid a base annual retainer for various positions, detailed below:
| Position | Additional Annual Compensation (U.S. $) | |||
| Chair/Lead Independent Director | 65,000 | |||
| Independent Director, on at least one Committee | 45,000 | |||
| Independent Director, if not on at least one Committee | 40,000 |
Annual compensation is provided for the year beginning at the annual general meeting of Shareholders, and payments are made quarterly in arrears. Fees earned in the Director Compensation Table reflect cash compensation during the fiscal year ended April 30, 2025.
Option-based director awards adopted as of the 2024 AGM are 23,000 options to each director on appointment to the Board, and an award of 11,500 options to each director annually.
Director Outstanding Share-based Awards and Option-based Awards
The following table of compensation securities provides a summary of all compensation securities outstanding to each director as of April 30, 2025.