Full Press Release Details
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD ON JUNE 18, 2014
INFORMATION CIRCULAR
| Page | |
| Notice of Meeting | i |
| Solicitation of Proxies | 1 |
| Voting Shares and Principal Holders of Common Shares | 2 |
| Compensation Discussion and Analysis | 3 |
| Summary Compensation Table | 6 |
| Incentive Plan Awards | 7 |
| Pension Plan Benefits | 8 |
| Termination and Change of Control Benefits | 9 |
| Director Compensation | 9 |
| Indebtedness of Directors and Senior Officers | 12 |
| Interest of Insiders in Material Transactions | 12 |
| Equity Compensation Plan Information | 12 |
| Statement of Corporate Governance Practices | 14 |
| Matters to be Acted Upon at the Meeting | 17 |
| Effective Date & Additional Information | 21 |
| Schedule A - Board and Committee Meetings Attended | A - 1 |
| Schedule B - Mandate of the Board of Directors | B - 1 |
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF ONCOLYTICS BIOTECH INC.:
NOTICE IS HEREBY GIVEN that the annual meeting (the "Meeting") of shareholders of Oncolytics Biotech Inc. (the "Corporation") will be held at the TMX Broadcast Centre, 130 King Street West, Toronto Ontario, M5X 1J2 on June 18, 2014 at 4:30 PM ET. The purpose of the meeting is to consider, and to take action with respect to, the following matters:
Shareholders are referred to the accompanying Information Circular dated May 9, 2014 (the "Information Circular") for more detailed information with respect to the matters to be considered at the Meeting.
A shareholder may attend the Meeting in person or may be represented at the Meeting by proxy. Shareholders who are unable to attend the Meeting in person are requested to date, sign and return the accompanying Instrument of Proxy, or other appropriate form of proxy, in accordance with the instructions set forth in the Information Circular. An Instrument of Proxy will not be valid unless it is deposited at the offices of Computershare Trust Company of Canada, Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1. Proxies may also be faxed. Faxes may be forwarded to 1-866-249-7775 for calls within Canada and the U.S. or to 416-263-9524 for calls outside Canada and the U.S. To be accepted, the proxy must be received by 4:30 PM ET on June 16, 2014 which is two days (excluding Saturdays, Sundays and holidays) before the Meeting, or if the Meeting is adjourned, by 4:30 p.m. ET on the day which is two days (excluding Saturdays, Sundays and holidays) before the date of the Meeting. A person appointed as proxyholder need not be a shareholder of the Corporation. Only persons registered as holders of common shares on the records of the Corporation as of the close of business on May 9, 2014 are entitled to receive notice of the Meeting.
DATED as of the 9th day of May, 2014.
BY ORDER OF THE BOARD OF DIRECTORS
(signed) Dr. Bradley G. Thompson
President and Chief Executive Officer
Annual Meeting of Shareholders
to be held on June 18, 2014
INFORMATION CIRCULAR
Solicitation of Proxies
This Information Circular (the "Information Circular") is furnished in connection with the solicitation of proxies by the management of Oncolytics Biotech Inc. ("Oncolytics" or the "Corporation") to be used at the annual meeting (the "Meeting") of the holders (the "Shareholders") of common shares ("Common Shares") of the Corporation, which is to be held at the TMX Broadcast Centre, 130 King Street West, Toronto Ontario, M5X 1J2 on June 18, 2014 at 4:30 PM ET, and at any adjournment thereof, for the purposes set forth in the accompanying Notice of Meeting and in this Information Circular. Solicitation of proxies will be primarily by mail, but may also be undertaken by way of telephone, facsimile or oral communication by the directors, officers and regular employees of the Corporation, at no additional compensation. Costs incurred in the preparation and mailing of this Information Circular and related materials and the costs associated with the solicitation of proxies will be borne by the Corporation.
Appointment of Proxyholders and Revocation of Proxies
Bradley G. Thompson and Kirk Look (the management designees named in the accompanying Instrument of Proxy) are both officers of the Corporation. Each Shareholder has the right to appoint a person (who does not need to be a Shareholder) other than Bradley G. Thompson or Kirk Look, to attend and to act for the Shareholder and on behalf of the Shareholder at the Meeting. To exercise this right, the names of the nominees of management should be crossed out on the accompanying Instrument of Proxy and the Shareholder should insert the name of the Shareholder's appointee in the blank space provided on the Instrument of Proxy or complete another appropriate form of proxy.
A form of proxy will not be valid unless it is deposited at the offices of Computershare Trust Company of Canada, Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1. Proxies may also be faxed. Faxes may be forwarded to 1-866-249-7775 for calls within Canada and the U.S. or to 416-263-9524 for calls outside Canada and the U.S. To be accepted, the proxy must be received by 4:30 p.m. ET on June 16, 2014 which is two days (excluding Saturdays, Sundays and holidays) before the Meeting, or if the Meeting is adjourned, by 4:30 p.m. ET on the day which is two days (excluding Saturdays, Sundays and holidays) before the date of the Meeting.
A Shareholder who has submitted a form of proxy may revoke it at any time prior to the exercise thereof. A form of proxy may be revoked by the Shareholder personally attending at the Meeting and voting his or her shares. In addition to revocation in any other manner permitted by law, a proxy may be revoked by an instrument in writing executed by the Shareholder or by his or her duly authorized attorney in writing or, if the Shareholder is a corporation, under its corporate seal or executed by a duly authorized officer or attorney of the corporation and deposited either at the registered office of the Corporation, being Norton Rose Fulbright Canada LLP, 3700, 400 - 3rd Avenue S.W., Calgary, Alberta, T2P 4H2, Attn: Michael Bennett, at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof, at which the form of proxy is to be used, or with the Chairman of the Meeting on the day of the Meeting or any adjournment thereof.
The Instrument of Proxy must be signed by the Shareholder or the Shareholder's duly appointed attorney authorized in writing or, if the Shareholder is a corporation, by a duly authorized officer or attorney. An Instrument of Proxy signed by a person acting as attorney or in some other representative capacity (including a representative of a corporate Shareholder) should indicate that person's capacity (following his or her signature) and should be accompanied by the appropriate instrument evidencing qualification and authority to act (unless such instrument has previously been filed with the Corporation).
Voting of Proxies and Exercise of Discretion by Proxyholders
All Common Shares represented at the Meeting by properly executed proxies will be voted on any ballot that may be called for and, where a choice with respect to any matter to be acted upon has been specified in the Instrument of Proxy, the Common Shares represented by the proxy will be voted in accordance with such instructions. The management designees named in the accompanying Instrument of Proxy will vote or withhold from voting the Common Shares in respect of which they are appointed in accordance with the direction of the Shareholder appointing them on any ballot that may be called for at the Meeting. In the absence of such direction, the Common Shares will be voted FOR: (i) the fixing of the number of directors at ten (10) for the ensuing year; (ii) the election of directors set forth in this Information Circular; (iii) the reappointment of the Corporation's current auditors, at such remuneration as may be determined by the board of directors of the Corporation; and (iv) such other matters that may come before the Meeting, all as more particularly described in this Information Circular. The accompanying Instrument of Proxy also confers discretionary authority upon the persons named therein with respect to amendments of, or variations to, the matters identified in the Notice of Annual Meeting and with respect to other matters that may properly be brought before the Meeting. At the time of printing this Information Circular, the management of the Corporation knows of no such amendment, variation or other matter to come before the Meeting other than the matters referred to in the Notice of Annual Meeting.
Voting Shares and Principal Holders of Common Shares
Voting of Common Shares - General
The record date for the purpose of determining holders of Common Shares is May 9, 2014. Shareholders of record on that date are entitled to receive notice of and attend the Meeting and vote at the Meeting on the basis of one vote for each Common Share held, except to the extent that: (i) a registered Shareholder has transferred the ownership of any Common Shares subsequent to May 9, 2014; and (ii) the transferee of those Common Shares produces properly endorsed share certificates, or otherwise establishes that he or she owns the Common Shares and demands, not later than June 8, 2014, which is ten calendar days before the Meeting, that his or her name be included on the Shareholder list before the Meeting, in which case the transferee shall be entitled to vote his or her Common Shares at the Meeting.
The Corporation is authorized to issue an unlimited number of Common Shares. As at May 9, 2014, there are 86,523,190 Common Shares issued and outstanding. At the Meeting, upon a show of hands, every Shareholder present in person or represented by proxy and entitled to vote shall have one vote. On a poll or ballot, every Shareholder present in person or by proxy has one vote for each Common Share of which such Shareholder is the registered holder.
When any Common Share is held jointly by several persons, any one of them may vote at the Meeting in person or by proxy in respect of such Common Share, but if more than one of them are present at the Meeting in person or by proxy and such joint owners of the proxy so present disagree as to any vote to be cast, the joint owner present or represented whose name appears first in the register of Shareholders maintained by Computershare Trust Company of Canada is entitled to cast such vote.
Quorum for the Meeting
At the Meeting, a quorum shall consist of two persons present in person holding or representing by proxy not less than 5% of the votes attached to all outstanding Common Shares. If a quorum is not present at the Meeting within one half hour after the time fixed for the holding of the Meeting, it shall stand adjourned to such day being not less than 21 days later and to such place and time as may be determined by the Chairman of the Meeting. At such Meeting, the Shareholders present either in person or by proxy shall form a quorum.
Approval Requirements
All of the matters to be considered at the Meeting are ordinary resolutions requiring approval by more than 50% of the votes cast in respect of the resolution by or on behalf of Shareholders present in person or represented by proxy at the Meeting.
Advice to Beneficial Holders of Common Shares
The information set forth in this section is for Shareholders who do not hold their Common Shares in their own name. Shareholders who do not hold their Common Shares in their own name (referred to in this Information Circular as "Beneficial Shareholders") should note that only proxies deposited by Shareholders whose names appear on the records of the Corporation as the registered holders of Common Shares can be recognized and acted upon at the Meeting. If the Common Shares are listed in an account statement provided to a Shareholder by a broker, then in almost all cases those shares will not be registered in the Shareholder's name on the records of the Corporation. Such Common Shares will more likely be registered under the names of the Shareholder's broker or an agent of that broker. In Canada, the vast majority of such Common Shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms). Common Shares held by brokers or their agents or nominees can only be voted (for or against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the broker's clients. The Corporation does not know for whose benefit the Common Shares registered in the name of CDS & Co. are held. Beneficial Shareholders cannot be recognized at the Meeting for the purposes of voting the Common Shares in person or by proxy except as set forth below. Therefore, Beneficial Shareholders should ensure that instructions respecting the voting of their Common Shares are communicated to the appropriate person.
Applicable regulatory policy requires intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of Shareholders' meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. The purpose of the voting instruction form supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is limited to instructing the registered Shareholder (the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions Inc. ("Broadridge"). Broadridge typically mails a voting instruction form to the Beneficial Shareholders and asks Beneficial Shareholders to return the voting instruction forms to Broadridge, in the United States and Canada. Alternatively, Beneficial Shareholders can either call their toll-free telephone number to vote their Common Shares or access Broadridge's dedicated voting website at www.proxyvote.com to deliver their voting instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting. A Beneficial Shareholder receiving a voting instruction form from Broadridge cannot use that voting instruction to vote shares directly at the Meeting, as the voting instruction form must be returned to Broadridge well in advance of the Meeting in order to have the Common Shares voted.
Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his or her broker (or agent of the broker), a Beneficial Shareholder may attend at the Meeting as proxyholder for the registered Shareholder and vote the Common Shares in that capacity. Beneficial Shareholders who wish to attend at the Meeting and indirectly vote their Common Shares as proxyholder for the registered Shareholder should enter their own names in the blank space on the Instrument of Proxy provided to them and return the same to their broker (or the broker's agent) in accordance with the instructions provided by such broker (or agent), well in advance of the Meeting.
Principal Holders of Common Shares
To the knowledge of the directors and executive officers of the Corporation, as at the date hereof, no persons or companies beneficially own, directly or indirectly, or exercise control or direction over, shares that carry more than 10% of the voting rights attached to the issued Common Shares.
Compensation Discussion and Analysis
The Corporation has formed a compensation committee (the "Compensation Committee") consisting of four outside directors: Mr. Dinning, Dr. Levy, Mr. Pisano and Mr. van Amersfoort, none of whom are nor have been employees or officers of the Corporation or any of its affiliates. Mr. Dinning is the Chair of the Compensation Committee. Mr. Schultz, lead director, serves as an ex officio member of the Compensation Committee.
The objectives of the Corporation's compensation arrangements are: (i) to attract and retain key personnel; (ii) to encourage commitment to the Corporation and its goals; (iii) to align executive interests with those of its shareholders; and (iv) to reward executives for performance in relation to overall corporate progress goals.
The key elements of the compensation program are the base salary, health benefits, payments allocated to employees to be directed by them to their personal retirement accounts, as well as bonuses and the granting of options, all based on corporate and personal performance. Performance goals are determined based on the strategic planning and budgeting process, which is conducted at least annually. The balance of performance during the year is assessed by the board of directors of Oncolytics (the "Board" or "Board of Directors") and is normally the key determinant for the allocation of bonuses and options. The elements of the compensation plan are intended to reward performance, and the various elements are intended to provide a blend of short-term and long-term incentives to align the interests of management and the Shareholders.
In arriving at its recommendations for compensation, the Compensation Committee considers the long-term interests of the Corporation as well as its current stage of development and the economic environment within which it operates, recognizing that the market for biotechnology companies in the development phase is extremely challenging. Based on these factors, the Compensation Committee recognized the need to strike a balance between compensation to retain employees and resources required to maintain operations. In the past, the Compensation Committee has engaged Lane Caputo Compensation Inc., executive compensation specialists (the "Specialist"), to assist in benchmarking its compensation practices, and provide recommendations to the committee with respect to compensation for directors and officers.
For 2013, the following guidelines were employed by the Board in granting bonuses and stock option grants to the Corporation's executive and senior officers. For 2014, similar guidelines are expected to be applied.
Annual Bonus and Option Grants
The Chief Executive Officer ("CEO") was eligible for a cash bonus of up to 40% of his base salary, the Chief Operating Officer ("COO"), Chief Medical Officer ("CMO") and the Chief Financial Officer ("CFO") of the Corporation were each eligible for a cash bonus of up to 30% of their respective base salaries, and the other senior officers were eligible for a cash bonus of up to 20% of their respective base salaries. In addition, when available, the CEO of the Corporation is eligible for an option grant of up to 15% of base salary with such numbers of options calculated using the estimated grant date fair value, and the other officers are eligible for an option grant of up to 10% of salary based upon a similar calculation. The actual bonus provided and the number of options granted hereunder is based upon the overall performance of the Corporation as assessed by the Compensation Committee and approved by the Board. In the event that the Corporation is operating in a challenging environment, these guidelines could result in the Board reducing the bonus awards and grants of stock options and in some circumstances result in no bonuses or stock options being granted to executive and senior officers. However, the guidelines referenced above can also be exceeded at the discretion of the Board. Upon completion of their review, the Compensation Committee then provides their specific recommendations to the Board with respect to compensation paid to the Corporation's executive and senior officers.
Sale Transaction Bonus Pool
In addition to the annual compensation paid to the CEO, COO and CFO, in an effort to maximize value for the Corporation's shareholders, the Board has approved the recommendation from the Compensation Committee that a Sales Transaction Bonus ("STB") be created in the event of a sale transaction. A STB pool would be created based on a scale between 1% - 2.5% of the Corporation's market capitalization for a sale transaction with a transaction price over $7.50 per share. The STB pool would be calculated as the sum of:
multiplied by the number of common shares outstanding at that time.
The STB pool would be split between the CEO (45%), COO (35%) and CFO (20%).
For the purposes of the STB, a sale transaction means:
provided, however, that notwithstanding the foregoing, a sale transaction shall be deemed not to have occurred merely by reason of an acquisition of the Corporation's securities by, or any consolidation, merger or exchange of securities with, any entity that, immediately prior to such acquisition, consolidation, merger or exchange of securities was an affiliate of the Corporation.
The following graph and table compare the change in the cumulative total shareholder return on the Common Shares over the period from December 31, 2008 to December 31, 2013 (assuming a $100 investment was made on December 31, 2008) with the cumulative total return of the S&P/TSX Capped Health Care Index over the same period, assuming reinvestment of dividends.
As outlined in the compensation discussion and analysis, the Compensation Committee balances the various short-term and long-term objectives and provides bonuses and options based on performance against these objectives. The movement in share price based upon one index is not considered wholly representative of the actions to be taken regarding compensation.
| Dec 31, 2008 | Dec. 31, 2009 | Dec. 31, 2010 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2013 | |||||||
| S&P/TSX Capped Health Care Index | 100.00 | 128.13 | 179.17 | 203.16 | 225.47 | 315.63 | ||||||
| Oncolytics Biotech Inc. | 100.00 | 184.56 | 451.68 | 268.46 | 267.79 | 111.41 |
Option based awards were granted to executives, officers, and directors of the Corporation in 2013. In assessing the grant of options, the Compensation Committee and the Board apply the principles outlined herein, and take into account factors such as existing grants, performance as discussed, and market conditions. For the options granted in December 2013 to the Directors and Officers of the Corporation, the Compensation Committee recommended and the Board approved option grants with the following vesting provisions:
Summary Compensation Table
The following table sets forth all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Corporation, or a subsidiary of the Corporation, in Canadian dollars, to the individuals who were, at December 31, 2013, the Chief Executive Officer, the Chief Financial Officer and the next three most highly compensated executive officers whose total compensation was, individually, more than $150,000, and such other individuals as required (collectively, the "Named Executive Officers") of the Corporation.
| Non-equity incentive plan compensation ($) | |||||||||
| Name and principal position | Year | Salary ($) | Share-based awards ($) | Option-based awards (3) ($) | Annual incentive plans | Long-term incentive plans | Pension value ($) | All other (1) compensation ($) | Total compensation ($) |
| Dr. Bradley G. Thompson Chief Executive Officer | 2013 2012 2011 | 530,000 506,143 489,500 | N/A N/A N/A | 266,400 201,528 403,080 | 212,000 - 200,000 | N/A N/A N/A | N/A N/A N/A | 68,295 65,453 62,834 | 1,076,695 773,124 1,155,414 |
| Dr. Matt C. Coffey Chief Operating Officer | 2013 2012 2011 | 365,000 341,363 330,139 | N/A N/A N/A | 177,600 104,963 225,980 | 109,500 - 100,000 | N/A N/A N/A | N/A N/A N/A | 54,682 51,882 49,686 | 706,782 498,208 705,805 |
| Kirk Look (4) Chief Financial Officer | 2013 2012 | 280,000 38,654 | N/A N/A | 118,400 175,248 | 84,000 - | N/A N/A | N/A N/A | 47,638 5,893 | 530,038 219,795 |
| Dr. George Gill (2) Senior Vice President, Clinical and Regulatory Affairs | 2013 2012 2011 | 331,908 308,618 310,287 | N/A N/A N/A | 59,200 33,588 53,900 | 99,572 - 31,029 | N/A N/A N/A | N/A N/A N/A | 27,382 26,077 25,599 | 518,063 368,283 420,814 |
| Mary Ann Dillahunty (2) VP Intellectual Property | 2013 2012 2011 | 172,984 180,951 161,715 | N/A N/A N/A | 29,600 25,191 69,300 | 51,895 - 41,372 | N/A N/A N/A | N/A N/A N/A | 21,284 19,818 19,827 | 275,763 225,961 292,214 |
| Dr. Alan Tuchman (2), (5) Senior Vice President, Medical and Clinical Affairs Chief Medical Officer | 2013 2012 | 149,797 35,357 | N/A N/A | 40,700 46,341 | 44,939 - | N/A N/A | N/A N/A | 12,358 2,917 | 247,795 84,615 |
(4) Mr. Look was appointed Chief Financial Officer on November 12, 2012.
(5) Dr. Tuchman was appointed Senior Vice President, Medical and Clinical Affairs, Chief Medical Officer on September 27, 2012.
Narrative Discussion
The Corporation has entered into employment agreements with each of the Named Executive Officers (each an "Employment Agreement"). Pursuant to the terms of the Employment Agreements, Dr. Thompson is entitled to an annual salary of $537,950 for the calendar year 2014, Mr. Look is entitled to an annual salary of $284,200 for the
calendar year 2014, Dr. Coffey is entitled to an annual salary of $370,475 for the calendar year 2014, Ms. Dillahunty is entitled to U.S.$165,080 based on a part-time basis for one-half of normal working hours for the calendar year 2014, Dr. Gill is entitled to an annual salary of U.S. $316,742 for the calendar year 2014, and Dr. Tuchman is entitled to an annual salary of U.S.$142,953. Further, each Named Executive Officer is entitled to additional benefits and performance-based bonuses. The Employment Agreements provide that each Named Executive Officer is subject to certain confidentiality and non-competition restrictions during and following the course of their respective employment with the Corporation. Each Employment Agreement shall continue until terminated by either party in accordance with the notice provisions thereof.
Incentive Plan Awards
Outstanding Share-Based Awards and Option-Based Awards
The following table sets forth for each Named Executive Officer all option-based and share-based awards outstanding at December 31, 2013.
| Option-based Awards | Share-based Awards | |||||
| Name | Number of securities underlying unexercised options (#) | Option exercise price ($) | Option expiration date | Value of unexercised in-the-money options (1) ($) | Number of shares or units of shares that have not vested (#) | Market or payout value of share-based awards that have not vested ($) |
| Dr. Bradley G. Thompson | 30,000 350,000 149,160 50,000 215,000 18,000 240,000 240,000 360,000 | 8.10 5.00 2.22 3.06 6.72 4.31 3.89 4.21 1.74 | May 28, 2014 Dec 9, 2014 Dec 12, 2017 Dec 8, 2019 Dec 14, 2020 July 27, 2021 Dec 14, 2021 Dec 17, 2022 Dec 11, 2023 | Nil Nil Nil Nil Nil Nil Nil Nil Nil | N/A | N/A |
| Dr. Matt C. Coffey | 20,000 180,000 33,333 30,000 115,000 18,000 125,000 125,000 240,000 | 8.10 5.00 2.22 3.06 6.72 4.31 3.89 4.21 1.74 | May 28, 2014 Dec 9, 2014 Dec 12, 2017 Dec 8, 2019 Dec 14, 2020 July 27, 2021 Dec 14, 2021 Dec 17, 2022 Dec 11, 2023 | Nil Nil Nil Nil Nil Nil Nil Nil Nil | N/A | N/A |
| Kirk Look | 15,000 15,000 4,700 9,000 10,000 25,000 35,000 200,000 40,000 160,000 | 8.10 5.00 2.25 2.22 3.06 6.72 3.89 2.00 4.21 1.74 | May 28, 2014 Dec 9, 2014 Dec 15, 2016 Dec 12, 2017 Dec 8, 2019 Dec 14, 2020 Dec 14, 2021 Nov 13, 2022 Dec 17, 2022 Dec 11, 2023 | Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil | N/A | N/A |
| Option-based Awards | Share-based Awards | |||||
| Name | Number of securities underlying unexercised options (#) | Option exercise price ($) | Option expiration date | Value of unexercised in-the-money options (1) ($) | Number of shares or units of shares that have not vested (#) | Market or payout value of share-based awards that have not vested ($) |
| Dr. George Gill | 7,500 12,500 16,667 15,000 25,000 35,000 40,000 80,000 | 8.10 5.00 2.22 3.06 6.72 3.89 4.21 1.74 | May 28, 2014 Dec 9, 2014 Dec 12, 2017 Dec 8, 2019 Dec 14, 2020 Dec 14, 2021 Dec 17, 2022 Dec 11, 2023 | Nil Nil Nil Nil Nil Nil Nil Nil | N/A | N/A |
| Mary Ann Dillahunty | 100,000 16,667 15,000 25,000 45,000 30,000 40,000 | 3.28 2.22 3.06 6.72 3.89 4.21 1.74 | Feb 1, 2017 Dec 12, 2017 Dec 8, 2019 Dec 14, 2020 Dec 14, 2021 Dec 17, 2022 Dec 11, 2023 | Nil Nil Nil Nil Nil Nil Nil | N/A | N/A |
| Dr. Alan Tuchman | 5,000 10,000 50,000 15,000 55,000 | 5.00 2.85 2.32 4.21 1.74 | Dec 9, 2014 May 11, 2020 Oct 1, 2022 Dec 17, 2022 Dec 11, 2023 | Nil Nil Nil Nil Nil | N/A | N/A |
| Note: (1)These amounts are calculated based on the difference between the closing price of the securities underlying the options on the Toronto Stock Exchange (the " TSX" ) at the end of the year ($1.66), and the exercise price of the options. |
Value Vested or Earned During the Year
The following table sets forth for each Named Executive Officer the value vested or earned on all option-based awards, share-based awards, and non-equity incentive plan compensation during the financial year ending December 31, 2013.
| Name | Option-based awards - Value vested during the year (1) ($) | Share-based awards - Value vested during the year ($) | Non-equity incentive plan compensation - Value earned during the year ($) |
| Dr. Bradley G. Thompson | Nil | None | None |
| Dr. Matt C. Coffey | Nil | None | None |
| Kirk Look | Nil | None | None |
| Dr. George Gill | Nil | None | None |
| Mary Ann Dillahunty | Nil | None | None |
| Dr. Alan Tuchman | Nil | None | None |
Pension Plan Benefits
The Corporation does not provide Pension Plan Benefits for its Named Executive Officers and employees.
Termination and Change of Control Benefits
If the Employment Agreements of the Named Executive Officer are terminated by the Corporation other than for cause, Mr. Look, Dr. Coffey, Ms. Dillahunty, and Dr. Gill shall be entitled to 12 months pay in lieu of notice, Dr. Thompson shall be entitled to 24 months pay in lieu of notice, and Dr. Tuchman shall be entitled to 3 months pay in lieu of notice. If the Employment Agreements other than Ms. Dillahunty are terminated by the Corporation other than for cause, then all unexercised and unvested stock options then held by each are governed by the terms of the Stock Option Plan. Should Ms. Dillahunty be terminated by the Corporation other than for cause, then all unvested options will vest immediately. Furthermore, if there is a change of control of the Corporation and Mr. Look, Dr. Coffey, Dr. Gill, or Ms. Dillahunty are terminated without cause within one year following such change of control, or two years following such change of control in the case of Dr. Thompson, then the terminated employee shall be entitled to 24 months pay in lieu of notice or 36 months pay in lieu of notice in the case of Dr. Thompson. In the event of a change of control of the Corporation, Dr. Tuchman shall be entitled to 3 months pay in lieu of notice. For termination in accordance with this provision, pay shall include payment in lieu of benefits that otherwise would have been earned during the applicable term.
The following table reflects amounts payable to the Named Executive Officers with termination without cause or change of control benefits, assuming that their employment was terminated on December 31, 2013 without cause or due to a change of control of the Corporation.
| Name | Termination without Cause Severance (1) $ | Change of Control Severance (2) $ | ||
| Dr. Bradley G. Thompson | 1,214,702 | 1,822,053 | ||
| Dr. Matt C. Coffey | 426,059 | 852,118 | ||
| Kirk J. Look, C.A. | 332,667 | 665,334 | ||
| Dr. George Gill, MD (3) | 368,847 | 737,694 | ||
| Mary Ann Dillahunty (3) | 197,819 | 395,638 | ||
| Dr. Alan Tuchman (3) | 41,727 | 41,727 |
Director Compensation
Director Compensation Table
The following table details the compensation received by each Director in 2013 who is not a salaried employee of the Corporation.
| Name | Fees & Retainers Earned ($) | Share-Based Awards ($) | Option-Based Awards (1) ($) | Non-Equity Incentive Plan Compensation ($) | Pension Value ($) | All Other Compensation ($) | Total ($) | |||
| Jim Dinning | 53,750 | N/A | 25,879 | None | N/A | None | 79,629 | |||
| Dr. Ed Levy | 47,750 | N/A | 22,182 | None | N/A | None | 69,932 | |||
| Mark Lievonen | 53,750 | N/A | 25,879 | None | N/A | None | 79,629 | |||
| Wayne Pisano (2), (3) | 25,417 | N/A | 76,182 | None | N/A | None | 101,599 | |||
| Robert Schultz | 69,750 | N/A | 44,364 | None | N/A | None | 114,114 | |||
| Fred Stewart (4) | 49,250 | N/A | 33,273 | None | N/A | None | 82,523 | |||
| Ger van Amersfoort | 40,750 | N/A | 22,182 | None | N/A | None | 62,932 |
(1) Option based awards include grants from December 2013. The options granted on December 11, 2013 have an estimated grant date fair value of $0.74 per option using the following respective grant date assumptions: expected life of option - 3 years; volatility 63.15%; risk free interest rate 1.07%; dividend yield 0%.
(2) Effective May 9, 2013, Mr. Pisano was elected to the Corporation's Board of Directors at the 2013 Annual General Meeting.
(3) On May 9, 2013, Mr. Pisano was granted 50,000 options with an estimated fair value of $1.08 per option using the following respective grant date assumptions: expected life of option - 2 years; volatility 67.28%; risk free interest rate 1.02%; dividend yield 0%.
(4) Mr. Stewart is not standing for re-election to the Board.
Narrative Discussion
Each director who is not a salaried employee of the Corporation was entitled to a fee of $1,750 per Board and committee meeting attended. An annual retainer fee of $25,000 was paid for service during 2013 and the lead director, Mr. Schultz, was entitled to an additional annual retainer of $15,000. Mr. Stewart, the chair of the Audit Committee, received an additional retainer of $12,000. Mr. Dinning, as chair of the Compensation Committee, received an additional retainer of $6,000. Mr. Lievonen, as chair of the Governance Committee, received an additional retainer of $6,000.
We also grant to directors, from time to time, stock options in accordance with the Stock Option Plan and the reimbursement of any reasonable expenses incurred by them while acting in the capacity of director. In the aggregate, a total of $340,417 in directors' fees was paid to the Board of Directors during the fiscal year ended December 31, 2013. During the fiscal year ended December 31, 2013, there were 315,000 options granted to these directors in accordance with a Compensation Committee recommendation.
Incentive Plan Awards
Outstanding Share-Based Awards and Option Based Awards
The following table sets forth for each Director, other than Named Executive Officers who are directors, all option-based and share-based awards outstanding at December 31, 2013.
| Option-based Awards | Share-based Awards | |||||
| Name | Number of securities underlying unexercised options (#) | Option exercise price ($) | Option expiration date | Value of unexercised in-the-money options (1) ($) | Number of shares or units of shares that have not vested (#) | Market or payout value of share-based awards that have not vested ($) |
| Jim Dinning | 5,000 22,500 10,000 17,500 17,500 30,000 35,000 35,000 35,000 | 8.10 5.00 2.25 2.22 3.06 6.72 3.89 4.21 1.74 | May 28, 2014 Dec 9, 2014 Dec 15, 2016 Dec 12, 2017 Dec 8, 2019 Dec 14, 2020 Dec 14, 2021 Dec 17, 2022 Dec 11, 2023 | Nil Nil Nil Nil Nil Nil Nil Nil Nil | N/A | N/A |
| Dr. Ed Levy | 50,000 10,000 17,500 17,500 30,000 30,000 30,000 30,000 | 4.10 2.25 2.22 3.06 6.72 3.89 4.21 1.74 | May 16, 2016 Dec 15, 2016 Dec 12, 2017 Dec 8, 2019 Dec 14, 2020 Dec 14, 2021 Dec 17, 2022 Dec 11, 2023 | Nil Nil Nil Nil Nil Nil Nil Nil | N/A | N/A |
| Mark Lievonen | 5,000 22,500 10,000 17,500 17,500 30,000 35,000 35,000 35,000 | 8.10 5.00 2.25 2.22 3.06 6.72 3.89 4.21 1.74 | May 28, 2014 Dec 9, 2014 Dec 15, 2016 Dec 12, 2017 Dec 8, 2019 Dec 14, 2020 Dec 14, 2021 Dec 17, 2022 Dec 11, 2023 | Nil Nil Nil Nil Nil Nil Nil Nil Nil | N/A | N/A |
| Wayne Pisano | 50,000 30,000 | 2.89 1.74 | May 9, 2023 Dec 11, 2023 | Nil Nil | N/A | N/A |
| Robert Schultz | 5,000 22,500 10,000 17,500 17,500 50,000 60,000 9,000 70,000 60,000 60,000 | 8.10 5.00 2.25 2.22 3.06 3.13 6.72 4.31 3.89 4.21 1.74 | May 28, 2014 Dec 9, 2014 Dec 15, 2016 Dec 12, 2017 Dec 8, 2019 July 28, 2020 Dec 14, 2020 July 27, 2021 Dec 14, 2021 Dec 17, 2022 Dec 11, 2023 | Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil | N/A | N/A |
| Fred Stewart | 5,000 22,500 17,500 17,500 45,000 9,000 55,000 45,000 45,000 | 8.10 5.00 2.22 3.06 6.72 4.31 3.89 4.21 1.74 | May 28, 2014 Dec 9, 2014 Dec 12, 2017 Dec 8, 2019 Dec 14, 2020 July 27, 2021 Dec 14, 2021 Dec 17, 2022 Dec 11, 2023 | Nil Nil Nil Nil Nil Nil Nil Nil Nil | N/A | N/A |
| Ger van Amersfoort | 50,000 10,000 17,500 17,500 30,000 30,000 30,000 30,000 | 3.60 2.25 2.22 3.06 6.72 3.89 4.21 1.74 | June 15, 2016 Dec 15, 2016 Dec 12, 2017 Dec 8, 2019 Dec 14, 2020 Dec 14, 2021 Dec 17, 2022 Dec 11, 2023 | Nil Nil Nil Nil Nil Nil Nil Nil | N/A | N/A |
Value Vested or Earned During the Year
The following table sets forth for each Director the value vested on all option-based awards, share-based awards, and value earned on non-equity incentive plan compensation during the financial year ending December 31, 2013.
| 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 ($) |
| Jim Dinning | Nil | None | None |
| Dr. Ed Levy | Nil | None | None |
| Mark Lievonen | Nil | None | None |
| Wayne Pisano | Nil | None | None |
| Robert Schultz | Nil | None | None |
| Fred Stewart | Nil | None | None |
| Ger van Amersfoort | Nil | None | None |
Indebtedness of Directors and Senior Officers
No director, officer or proposed nominee for election as a director of the Corporation or any associate of any such persons is, or has been, indebted to the Corporation.