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TABLE OF CONTENTS
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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Soliciting Material Pursuant to § 240.14a-12 |
QLT INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Table of Contents
December 3, 2015
To
the Shareholders of QLT Inc.
I
am pleased to invite you to attend the Annual General Meeting (the "Annual Meeting") of shareholders of QLT Inc.
("QLT") to be held on Friday, January 8, 2016 at 10:00 AM (Pacific Time)/1:00 PM (Eastern Time) at
Suite 1800510 West Georgia Street, Vancouver, British Columbia V6B 0M3.
The
attached Notice of Annual Meeting and Proxy Statement provide details of the business to be conducted at the Annual Meeting. The Notice of Annual Meeting and Proxy Statement and the Instrument of
Proxy (or voting information form) are first being mailed to shareholders on or about December 8, 2015. The Annual Report on Form 10-K was previously mailed to shareholders on
May 12, 2015.
Your
vote is very important to us. Whether or not you plan to attend our Annual Meeting, please communicate your vote in accordance with the instructions in the Proxy Statement and the enclosed
Instrument of Proxy (or voting information form).
Thank
you for your continued support of QLT and I look forward to seeing you at the Annual Meeting on January 8, 2016.
Sincerely,
QLT Inc.
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"Dr. Geoffrey F. Cox"
Dr. Geoffrey F. Cox,
Interim Chief Executive Officer
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QLT Inc.
887 Great Northern Way, Suite 250
Vancouver, British Columbia, V5T 4T5
Notice of Annual General Meeting of Shareholders to be held on January 8, 2016
NOTICE
IS HEREBY GIVEN that the Annual General Meeting (the "Annual Meeting") of shareholders of QLT Inc.
("QLT" or the "Company") will be held at Suite 1800510 West Georgia Street,
Vancouver, British Columbia V6B 0M3 on Friday, January 8, 2016 at 10:00 AM (Pacific Time) for the following purposes, each of which is described in more detail in the accompanying
Proxy Statement (the "Proxy Statement"):
- 1.
- To
receive the Annual Report on Form 10-K, and the Audited Consolidated Financial Statements of QLT for the year ended December 31, 2014,
together with the Report of the Independent Registered Chartered Accountants on those Financial Statements.
- 2.
- To
elect six directors (the "Directors") to serve for the ensuing year.
- 3.
- To
approve the appointment of Deloitte LLP (formerly Deloitte & Touche LLP) as independent auditors of QLT for the ensuing year and to
authorize the Directors to fix the remuneration to be paid to the auditors.
- 4.
- To
conduct an advisory vote on the compensation of our named executive officers.
- 5.
- To
transact such other business as may properly come before the Annual Meeting, or at any adjournments or postponements thereof.
You
are entitled to receive notice of and attend the Annual Meeting, and may vote at the Annual Meeting, if you were a shareholder of QLT at the close of business on December 3, 2015, which we
refer to as the "record date." If you were a registered shareholder on December 3, 2015 and you are unable to attend the Annual Meeting in person, you may vote by proxy on the matters to be
considered at the Annual Meeting. Please read the notes accompanying the Instrument of Proxy enclosed with these materials and then follow the instructions for voting by proxy contained in this Proxy
Statement. If on December 3, 2015, your shares in QLT were held of record in your brokerage firm, securities dealer, trust company, bank or another similar organization, you may vote at the
Annual Meeting if you complete a voting information form obtained from that organization issued in your name and carefully follow any instructions that are provided to you in connection with that
voting information form, or if you follow the instructions contained in this Proxy Statement for submitting another form of written documentation to appoint yourself, or your nominee, as
a proxyholder.
In
order for it to be voted at the Annual Meeting, a proxy must be received (whether delivered by mail, telephone or Internet) by no later than 10:00 AM (Pacific
Time)/1:00 PM (Eastern Time) on Wednesday, January 6, 2016 by our registrar and transfer agent, Computershare Investor Services Inc., Attn: Proxy
Department, 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1, telephone number: 1-866-732-VOTE (8683), website: www.investorvote.com. The Chairman of the Annual
Meeting may determine, in his sole discretion, to accept or reject an Instrument of Proxy that is
delivered in person to the Chairman at the Annual Meeting as to any matter in respect of which a vote has not already been cast.
The enclosed Instrument of Proxy is solicited by our Board of Directors and management, but you may amend it if you wish by striking out the names listed in the
Instrument of Proxy and inserting in the space provided the name of the person you wish to represent you at the Annual Meeting.
DATED
at Vancouver, British Columbia, this 3rd day of December, 2015.
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BY ORDER OF THE BOARD OF DIRECTORS
"Dr. Geoffrey F. Cox"
Dr. Geoffrey
F. Cox
Interim Chief Executive Officer
Whether or not you plan to attend the Annual Meeting, please communicate your vote in accordance with the instructions in the Proxy Statement and the enclosed Instrument
of Proxy (or voting information form) as soon as possible. If you are able to attend the Annual Meeting and wish to vote your shares in person, you may do so at any time before the proxy
is exercised.
This Proxy Statement and our Annual Report for the fiscal year ended December 31, 2014 are available
at www.qltinc.com by clicking on "2015 Proxy Materials and Annual Report" or directly at: http://phx.corporate-ir.net/phoenix.zhtml?c=67181&p=irol-proxy
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QLT INC.
887 Great Northern Way, Suite 250
Vancouver, British Columbia, V5T 4T5
PROXY STATEMENT FOR
ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON FRIDAY,
JANUARY 8, 2016
We are providing you this Notice of Annual General Meeting and Proxy Statement, together with the enclosed Instrument of Proxy, because
our Board of Directors and management are soliciting your proxy to vote at our Annual General Meeting of shareholders to be held on Friday, January 8, 2016
(the "Annual Meeting"). This Proxy Statement contains information about the matters being voted on at the Annual Meeting and important
information about QLT. Unless otherwise stated, information in this Proxy Statement is given as of December 3, 2015. As many of our shareholders are expected to be unable to attend the Annual
Meeting in person, proxies are solicited, to give each shareholder an
opportunity to vote on all matters that will properly come before the Annual Meeting. QLT intends to mail this Proxy Statement and accompanying Instrument of Proxy or voting information form
("VIF"), as applicable, on or about December 8, 2015 to all shareholders of record as of the close of business on December 3, 2015, which
we refer to as the "record date."
We
use a number of abbreviations in this Proxy Statement. We refer to QLT Inc. as "QLT" or "the Company," "we," "us" or "our" and to our board of directors as the "Board" or the
"Board of Directors." The term "proxy solicitation materials" includes this Proxy Statement and the enclosed Instrument of Proxy or VIF, as applicable. References to "2014" and "2015" mean our 2014
fiscal year which began on January 1, 2014 and ended on December 31, 2014 and our 2015 fiscal year which began on January 1, 2015 and will end on December 31, 2015,
respectively. Our Annual General Meeting of Shareholders to be held on Friday, January 8, 2016 is referred to as the "Annual Meeting" or the "Meeting." References in this Proxy Statement to the
Annual Meeting include any adjournment or postponement of the Annual Meeting.
QUESTIONS AND ANSWERS ABOUT THIS PROXY STATEMENT
AND OUR ANNUAL MEETING
Why did I receive this Proxy Statement?
You are receiving these proxy materials from us because you owned common shares of QLT at the close of business on the record date.
When you vote using the Instrument of Proxy, you appoint Mr. Jason M. Aryeh or, failing him, Dr. Geoffrey Cox, as your representative at the Annual Meeting. Mr. Aryeh and
Dr. Cox will vote your shares at the Annual Meeting as you have instructed them on the Instrument of Proxy. This way, your shares will be voted whether or not you attend the Annual Meeting.
Even if you plan to attend the Annual Meeting, it is a good idea to vote by proxy in advance of the Annual Meeting in case your plans change. You have the right to appoint
another person to attend and act on your behalf at the Annual Meeting other than the persons named in the enclosed Instrument of Proxy. To exercise this right, you should strike out the names of the
persons named in the Instrument of Proxy and insert the name of your nominee in the blank space provided. A person appointed as a proxy holder need not be a shareholder
of QLT.
Can I access the proxy materials on the Internet?
Yes. This Proxy Statement and our Annual Report for the fiscal year ended December 31, 2014 are available on our website at www.qltinc.com by clicking "2015 Proxy Materials and Annual Report" or directly at: http://phx.corporate-ir.net/phoenix.zhtml?c=67181&p=irol-proxy.
What is the date, time and place of the Annual Meeting?
The Annual Meeting will be held at Suite 1800510 West Georgia Street, Vancouver, British
Columbia V6B 0M3, on Friday, January 8, 2016 at 10:00 AM (Pacific Time)/1:00 PM (Eastern Time).
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Who is entitled to vote at the Annual Meeting?
Only shareholders of record at the close of business on the record date may vote at the Annual Meeting. On a show of hands every
shareholder present in person has one vote, and on a poll every shareholder present in person or by proxy has one vote for each QLT common share registered in the shareholder's name. There are no
other classes of voting securities other than the common shares. Cumulative voting is not permitted.
What am I voting on at the Annual Meeting?
At the Annual Meeting, shareholders will be asked to vote on the following items of business:
- 1.
- the
election of six directors for the ensuing year;
- 2.
- the
appointment of Deloitte LLP (formerly Deloitte & Touche LLP) as independent auditors of QLT for the ensuing year and the
authorization of the directors to fix the remuneration to be paid to the auditors; and
- 3.
- an
advisory vote on the compensation of our named executive officers.
QLT
does not know of any business or proposals to be considered at the Annual Meeting other than those set out in this Proxy Statement. If any other business is proposed and properly
presented at the Annual Meeting, the proxies received from our shareholders give the proxy holders the authority to vote on the matter at their discretion. The proxy holders intend to vote the shares
they represent as directed by our Board.
How does the Board recommend that I vote?
Our Board believes that each of the resolutions being put to the shareholders at the Annual Meeting is in the best interests of QLT and
our shareholders and, accordingly, recommends that each shareholder vote such shareholder's shares "FOR" each of the director nominees, and "FOR" the approval of Deloitte LLP as our independent
auditors for 2015. Our Board also recommends that each shareholder vote such shareholder's shares "FOR" the approval of the compensation of our named executive officers, on an advisory basis, as
disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission
(the "SEC").
What vote is required to approve each proposal?
Broker Non-Votes and Abstentions. Common shares that are represented by "broker non-votes" (i.e., common shares held by a
bank, broker or
other holder of record holding shares for a beneficial owner that are represented at the Annual Meeting but with respect to which the bank, broker or other holder of record is not empowered to vote on
a particular proposal) and common shares held by holders who abstain from voting (or vote "withhold") on any matter will have no effect on the legal outcome of the matter, but are included for
quorum purposes. We encourage all shareholders that hold shares through a bank, broker or other holder of record to provide voting instructions to such parties well in advance
of the Annual Meeting to ensure that their shares are voted at the Annual Meeting.
Election of Directors. For Proposal No. 1, under the Business Corporations Act (British
Columbia) (the "BCBCA"), directors are entitled to be elected by a plurality of the votes cast at the Annual Meeting. This means that the six
nominees with the most votes for election will be elected, subject to the requirements of the Company's majority voting policy (the "Majority Voting
Policy"), which applies for elections of directors at uncontested shareholders' meetings. The Majority Voting Policy is required pursuant to the policies of the Toronto Stock
Exchange. Pursuant to this policy, any nominee for director for which there are a greater number of votes "withheld" than votes "for" his or her election will be required to tender his or her
resignation as a director of the Company. For more details with respect to the Majority Voting Policy, see "QLT Proposal No. 1: Election of
Directors Majority Voting Policy".
You
may choose to vote, or withhold your vote, separately for each nominee director.
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Appointment of Auditors. For Proposal No. 2, the appointment of Deloitte LLP as auditors and authorization of the
Board to fix the
remuneration to be paid to the auditors, the affirmative vote of a majority of the common shares voted at the Annual Meeting will be required for approval.
Advisory Vote on the Compensation of Named Executive Officers. For Proposal No. 3, the compensation of our named executive
officers, as
disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the SEC, the affirmative vote of a majority of the common shares voted at the Annual Meeting will be required for
approval, on an advisory basis. Because your vote is advisory, it will not be binding on the Board, the Compensation Committee or QLT. However, the Compensation Committee and the Board will review the
voting results and take them into consideration when making future decisions about executive compensation.
Who may attend the Annual Meeting?
All QLT shareholders are invited to attend the Annual Meeting, including shareholders whose shares are held by their brokerage firm or
another similar organization, or who otherwise do not hold their common shares in their own name (referred to herein as "Beneficial Shareholders").
Beneficial Shareholders fall into two categories those who object to their identity being known to the issuers of securities which they own
("OBOs") and those who do not object to their identity being made known to the issuers of the securities which they own
("NOBOs"). Beneficial Shareholders should note that only proxies deposited by shareholders who appear on the records maintained by QLT's registrar and
transfer agent as registered holders of common shares will be recognized for the purposes of attending and voting at the Annual Meeting. If common shares are listed in an account statement provided to
a Beneficial Shareholder by a broker, then those common shares will, in all likelihood, not be registered in the shareholder's name. Such common shares will more likely be registered under the name of
the shareholder's broker or an agent of that broker. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the broker's clients. Therefore, each
Beneficial Shareholder should ensure that voting instructions are communicated to the appropriate person well in advance of the Annual Meeting.
Although
a Beneficial Shareholder may not be recognized directly at the Annual Meeting for the purposes of voting common shares registered in the name of such shareholders' broker, a
Beneficial Shareholder may attend the Annual Meeting as proxyholder for the registered shareholder and vote the common shares in that capacity. A Beneficial Shareholder who wishes to attend the Annual
Meeting and to vote their common shares as proxyholder for the registered shareholder, should enter their own name in the blank space on the VIF and return the same to their broker (or the
broker's agent) in accordance with the instructions provided by such broker. Alternatively, National
Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer
("NI 54-101") allows a Beneficial Shareholder to submit to the applicable intermediary any document in writing that requests that the Beneficial
Shareholder, or a nominee of the Beneficial Shareholder, be appointed as proxyholder. If such a request is received, the applicable intermediary must arrange, without expense to the Beneficial
Shareholder, to appoint such Beneficial Shareholder or its nominee as a proxyholder and to deposit that proxy within the time specified in this Proxy Statement, provided that the intermediary receives
such written instructions from the Beneficial Shareholder at least one business day prior to the time by which proxies are to be submitted at the Annual Meeting, with the result that such a written
request must be received by 10:00 AM (Pacific Time)/1:00 PM (Eastern Time) on the day which is at least three business days prior to the Annual Meeting.
What is the quorum for the Annual Meeting?
The authorised share structure of QLT is comprised of 500,000,000 common shares and 5,000,000 First Preference shares, of
which, there were 52,829,398 common shares of QLT issued and outstanding on the record date. All common shares in the capital of the Company carry the right to one vote. At least (i) two
shareholders, (ii) two proxy holders representing two shareholders, or (iii) one shareholder and a proxy holder representing another shareholder entitled to vote at the Annual Meeting,
present in person at the beginning of the Annual Meeting and collectively holding or representing by proxy in the aggregate not less than 331/3% of the issued and outstanding QLT common
shares as of the record date, will constitute a quorum for the Annual Meeting. To the knowledge of the directors and executive officers of QLT, as of December 3, 2015, the only persons or
companies that beneficially own, control or direct, directly or indirectly, 10% or more of QLT's common shares is NB Public
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Equity
K/S which, as evidenced by public filings, owns 6,447,626 common shares, representing approximately 12.20% of the issued and outstanding common shares.
How do I vote?
Carefully read and consider the information contained or incorporated by reference in this Proxy Statement. You should also determine
whether you hold your shares directly in your name as a registered shareholder or through a broker or other nominee, because this will determine the procedure that you must follow in order to vote. If
you are a registered shareholder of QLT (that is, if your shares are registered in your name, as opposed to being held through a broker or other intermediary), you may vote in any of the
following ways:
-
- in person at the Annual Meeting;
-
- by mail complete, sign and date the enclosed Instrument of Proxy and return it as
soon as possible to our registrar and transfer agent, Computershare Investor Services Inc. ("Computershare"), Attn: Proxy Department,
100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1;
-
- by telephone call 1-866-732-VOTE (8683) toll free from your touch-tone phone and
follow the instructions (you will need the control number located on the enclosed Instrument of Proxy). You do not need to return your Instrument of Proxy form if you vote by
telephone; or
-
- using the Internet go to www.investorvote.com and follow the instructions on the screen (you will need the
control number located on the enclosed Instrument of Proxy).
You do not need to return your Instrument of Proxy form if you vote using the Internet.
All
votes made by proxy must be received (whether delivered by mail, telephone or Internet) no later than Wednesday, January 6, 2016 at 10:00 AM
(Pacific Time)/1:00 PM (Eastern Time).
If
you are a Beneficial Shareholder, then you will have received this material from your broker or the intermediary seeking your instructions as to how you wish your shares to be voted.
In that case, follow the instructions given to you by your broker or the other intermediary. Existing Canadian regulatory policy requires brokers and other intermediaries to seek voting instructions
from Beneficial Shareholders in advance of shareholder meetings. The various brokers and other intermediaries have their own mailing procedures and provide their 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 Annual Meeting. The form of proxy supplied to a Beneficial Shareholder by its
broker (or the agent of the broker) is substantially similar to the Instrument of Proxy provided directly to registered shareholders by QLT. However, its purpose is limited to instructing the
registered shareholder (i.e., the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. A Beneficial Shareholder who receives a VIF from its broker or other
intermediary cannot use that form to vote common shares directly at the Annual Meeting. The VIFs must be returned to your broker or other intermediary (or instructions respecting the voting of
common shares must otherwise be communicated to your broker or other intermediary) well in advance of the Annual Meeting in order to have the common shares voted. If you have any questions respecting
the voting of common shares held through a broker or other intermediary, please contact that broker or other intermediary for assistance.
The
Notice of Meeting, Proxy Statement, Instrument of Proxy and VIF, as applicable, are being provided to both registered shareholders and Beneficial Shareholders. Subject to the
provisions of NI 54-101, issuers may request and obtain a list of their NOBOs from intermediaries directly or via their transfer agent and may obtain and use the NOBO list for the distribution
of proxy-related materials directly to such NOBOs.
QLT
has distributed copies of the Notice of Meeting, Proxy Statement and VIF to intermediaries for distribution to NOBOs. Unless you have waived your right to receive the Notice of
Meeting, Proxy
Statement and VIF, intermediaries are required to deliver them to you as a NOBO of QLT and to seek your instructions on how to vote your common shares.
QLT's
OBOs can expect to be contacted by their brokers or their broker's agents. QLT will assume the costs associated with the delivery of the Notice of Meeting, Proxy Statement and VIF,
as set out above, to OBOs by intermediaries.
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The
Chairman may determine, in his sole discretion, to accept or reject an Instrument of Proxy that is delivered in person to the Chairman at the Annual Meeting as to any matter in
respect of which a vote has not already been cast. If you are a shareholder of record, you have the right to appoint another person to attend and act on your behalf at the
Annual Meeting other than the persons named in the enclosed Instrument of Proxy. To exercise this right, you should strike out the names of the persons named in the Instrument of Proxy and insert the
name of your nominee in the blank space provided. A person appointed as a proxy holder need not be a shareholder of QLT. If you are a Beneficial Shareholder, you should follow
the instructions set out above in the section entitled "Who may attend the Annual Meeting?" in connection with appointing another person to attend and
act for it at the Annual Meeting.
How will proxies be exercised?
The proxy holder will vote or withhold from voting according to instructions in the Instrument of Proxy on any ballot that may be
called for and for which a choice has been specified. If you properly return your Instrument of Proxy, but do not include instructions on how to vote, your shares will be voted "FOR" the election of
the six nominees for election to the Board as set out in this Proxy Statement; "FOR" the approval of the appointment of Deloitte LLP as our independent auditors for the ensuing year and the
authorization of the Board to fix the remuneration to be paid to the auditors; and "FOR" the approval of the compensation of our named executive officers, as disclosed in this Proxy Statement pursuant
to the compensation disclosure rules of the SEC.
The Instrument of Proxy also confers upon the proxy holder discretionary authority to vote all shares represented by the proxy with respect to amendments or
variations to matters identified in the Notice of Meeting and any other matter that properly comes before the Annual Meeting. We know of no such amendment, variation or other matter that is to be
presented for action at the Annual Meeting. However, if any other matters which are not now known to us should properly come before the Annual Meeting, the proxies will be voted, or not voted, by the
proxy holder in his or her discretion.
What does it mean if I receive more than one set of proxy materials?
You may receive more than one set of proxy materials because you own QLT common shares that are registered under different names. For
example, you may own some shares directly as a shareholder of record and other shares through a broker, or you may own shares through more than one broker. In these situations, you will receive
multiple sets of proxy materials. It is necessary for you to vote all of the Instruments of Proxy according to the instructions contained in this Proxy Statement and to follow the instructions for any
alternative voting procedures you receive in order to vote all of the shares you own. Each Instrument of Proxy you receive will come with its own prepaid return envelope. If you vote by mail, please
make sure you return each Instrument of Proxy in the return envelope that accompanies that Instrument of Proxy.
Can I change my vote after I have voted?
You may revoke your proxy at any time before it is exercised at the Annual Meeting. A
proxy may be revoked by voting in person at the Annual Meeting, by an instrument in writing stating that the proxy is revoked and signed and delivered as follows, or in any other manner provided by
law. In order to revoke your proxy:
-
- the instrument revoking the proxy must be signed by you or by the person to whom you have granted a power of attorney in
writing. If the shareholder is a corporation, the instrument of revocation must be signed under that corporate shareholder's corporate seal or by a duly authorized officer or attorney of the
corporation; and
-
- the instrument revoking the proxy must be (i) delivered to QLT's registered and records office at
Suite 2600, 1066 West Hastings Street, Vancouver, British Columbia, Canada V6E 3X1, on or before Thursday, January 7, 2016 at 10:00 AM
(Pacific Time)/1:00 PM (Eastern Time) or the last business day preceding the date of any adjournment of the Annual Meeting at which the proxy is to be voted, or
(ii) deposited with the Chairman on the date of the Annual Meeting or any adjournment of it before the taking of any vote in respect of which the proxy is to be used.
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If
your shares are held in the name of an intermediary such as a brokerage firm, securities dealer, trust company, bank or other nominee institution, you may change your vote by
submitting new voting instructions to your intermediary, as applicable. You will need to contact your brokerage firm, securities dealer, trust company, bank or other nominee institution to learn how
to make that change.
Who will tabulate the votes?
Our transfer agent, Computershare, will tabulate votes cast by proxy by an automated system. Votes cast by proxy or in person at the
Annual Meeting will be counted by the persons appointed by us to act as scrutineer for the Annual Meeting.
Who pays the cost of the proxy solicitation?
We will pay the cost of soliciting these proxies, including the printing, handling and mailing of the proxy materials. Copies of these
materials will be given to brokerage firms, securities dealers, trust companies, banks and other institutions that hold our shares that are beneficially owned by others. We will reimburse these
brokerage firms, securities dealers, trust companies, banks and other institutions for their reasonable out-of-pocket expenses in forwarding proxy materials to beneficial owners of our shares. Proxies
may be solicited by certain directors, officers and employees of QLT personally or by telephone, mail, facsimile or e-mail. No additional compensation will be paid to directors, officers or other QLT
employees for soliciting proxies. In addition, we may engage external proxy solicitation services to solicit proxies from brokers, banks and other institutional holders and from beneficial owners and
individual holders of record of common shares. In the event we engage such proxy solicitation services, we anticipate that the services would be provided at a standard fee and on other typical
commercial terms.
How can shareholders submit proposals for QLT's Next Annual General Meeting?
Under U.S. securities laws, the deadline for submitting shareholder proposals for inclusion in the Company's proxy statement and
form of proxy for the Company's 2016 Annual General Meeting of Shareholders is May 21, 2016. Proposals must be sent to our registered office at Suite 2600, 1066 West Hastings
Street, Vancouver, British Columbia, Canada V6E 3X1.
Under
the BCBCA, a proposal for a matter for consideration at the 2016 annual meeting of Shareholders must be received at our registered office at the address above on or before
July 14, 2016. For a proposal under the BCBCA to be valid, it must be in writing, accompanied by the requisite declarations and signed by the submitter and qualified shareholders who at the
time of signing are the registered or beneficial owners of shares that, in the aggregate, (i) constitute at least 1% of the issued shares of QLT that have the right to vote at general meetings,
or (ii) have a fair market value in excess of $2,000. For the submitter or a qualified shareholder to be eligible to sign the proposal, that shareholder must have been the registered or
beneficial owner of QLT shares that carry the right to vote at general meetings for an uninterrupted period of at least two years before the date the proposal is signed, among other requirements.
CORPORATE GOVERNANCE
Overview of Our Corporate Governance Principles
We believe that effective and transparent corporate governance is critical to our long-term success and our ability to create value for
our shareholders. We review our corporate governance policies, monitor emerging developments in corporate governance and update our policies and procedures when our Board determines that it would
benefit QLT and our shareholders to do so.
We
maintain a corporate governance page on our website that includes key information about our corporate governance, including our Code of Ethics and Code of Exemplary Conduct and the
charters for the Audit and Risk, Corporate Governance and Nominating, Compensation, and Scientific Review Committees of our Board, all of which can be found at QLT's website at www.qltinc.com by
clicking on "Corporate Governance" under "Investors." The charter of the Audit and Risk Committee is also available on SEDAR at www.sedar.com. The documents noted above will also be provided without
charge to any shareholder who requests them. Any
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changes
to these documents, and any waivers granted by us with respect to our Code of Ethics, will be posted on our website.
We
also monitor our corporate governance policies and practices to maintain compliance with the provisions of the Sarbanes-Oxley Act of 2002, rules of the SEC, National
Instrument 58-101 Disclosure of Corporate Governance Guidelines, National
Policy 58-201 Corporate Governance Guidelines, National
Instrument 52-110 Audit Committees, the Marketplace Rules of The NASDAQ Stock Market
("NASDAQ"), and the policies of the TSX (collectively, the "Governance Guidelines"). Our policies and
practices meet or exceed the Governance Guidelines.
Disclosure Practices
QLT has in place disclosure controls and procedures to ensure QLT meets its information disclosure obligations on a timely basis. These
disclosure controls and procedures are evaluated on an ongoing basis, not less than quarterly, to ensure the controls and procedures allow QLT to accomplish this objective. To implement and review our
disclosure controls and procedures, current management of QLT established a Disclosure Practices Committee. The disclosure controls and procedures include procedures for ensuring prompt and effective
communication of any material or reportable event to the appropriate executives, and also for designating those individuals within QLT responsible for preparing, reviewing and approving the content of
any disclosure.
Corporate Code of Ethics and Code of Exemplary Conduct
QLT has adopted a Code of Ethics which is applicable to all directors, officers and employees of QLT, as well as a Code of Exemplary
Conduct which applies to the Chairman, directors, executive officers and all senior financial managers, internal legal counsel and human resources managers of QLT. As further described in the charter
of the Audit and Risk Committee (available on our website at www.qltinc.com), the Audit and Risk Committee is responsible for monitoring compliance with
the Code of Ethics and Code of Exemplary Conduct, and, together with the Board, reviewing and, if determined appropriate, updating the Codes annually.
Our
Audit and Risk Committee and our management review and discuss with the Board from time to time the effectiveness of our Code of Ethics and our Code of Exemplary Conduct and any
areas or systems that may be further improved. QLT has not been required to, and has not, filed a material change report that pertains to any conduct of any of our directors or executive officers that
constitutes a departure from these codes.
QLT
complies with the provisions of the BCBCA that deal with conflict of interest situations. QLT, through directors' and officers' questionnaires and other systems, also gathers and
monitors relevant information in relation to potential conflicts of interest that a director or officer may have.
The
Code of Ethics and Code of Exemplary Conduct are available on QLT's website at www.qltinc.com. QLT will also post on its website any
amendments to those codes or waivers of compliance by directors or executive officers. In 2014, there were no such amendments made or waivers granted.
Mandate of the Board and the Chairman of the Board
Our Board is responsible for the supervision of the management of the business and affairs of QLT, the stewardship of QLT and the
enhancement of shareholder value. The Board has adopted a written Mandate, which is applicable to all directors, and which has formalized its position on corporate governance. The Board has also
developed a written position description for the Chairman of the Board, which is detailed in the Mandate of the Chairman of the Board and described below under the heading
"Board Leadership Structure". The Mandate of the Board and the Mandate of the Chairman of the Board are incorporated herein by reference and are
available on our website at www.qltinc.com and on SEDAR at www.sedar.com or copies will be provided
without charge to any shareholder who requests them by writing to "QLT Investor Relations," 887 Great Northern Way, Suite 250, Vancouver, British Columbia, Canada, V5T 4T5. The
Corporate Governance and Nominating Committee of the Board is charged with reviewing and ensuring that good corporate governance practices and the Mandate of the Board are followed. The Corporate
Governance and Nominating Committee is also responsible for reviewing and, if determined appropriate, updating the Mandate of the Board.
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On
October 24, 2014, Dr. Geoffrey F. Cox was appointed as the Interim Chief Executive Officer (the "Interim CEO") of
the Company. Prior to Dr. Cox's appointment, the Executive Transition Committee (the "ETC") had been performing the function of the CEO on
an interim basis. Upon Dr. Cox's appointment the ETC was disbanded. The Board has not developed a written position description for the CEO at this time. Under the Board's written Mandate it is
responsible for developing a succession plan for the CEO, and for discussing with the CEO succession plans for other senior management personnel. The CEO (or the Interim CEO) is responsible for
recommending and then implementing the corporate strategy approved by the Board and for managing QLT's business with the objective of meeting the corporate goals. The Board reviews, approves and
documents in writing the annual corporate goals and objectives that the CEO (or the Interim CEO) is responsible for meeting each year, and the Board, together with the Compensation Committee,
will assess the CEO's (or the Interim CEO's) performance against those goals.
During
2014, the Board kept informed of the business through open discussions with and reports from the ETC, Interim CEO, and key members of management. Going forward, the Interim CEO
and key members of management will continue this responsibility. The Board also keeps itself informed by reviewing documents, such as detailed periodic management reports and quarterly financial
statements, by attending presentations made during Board meetings and through periodic reports given to the full Board from each of
QLT's committees. QLT's directors have access to all books, records and reports upon request, and members of its management are available at all times to answer any questions.
Role of the Board in Risk Oversight
The Board is actively involved in overseeing risk management for QLT. In accordance with the Mandate of our Board, the Board, as a
whole, oversees the development and application of policies regarding corporate governance, and is responsible for adopting the corporate strategies and plans for QLT's business, identifying the
principal risks of QLT's business and ensuring the implementation of the appropriate systems to manage these risks, overseeing the integrity of QLT's internal controls and management information
systems and maintaining a continuing dialogue with senior management in order to ensure QLT's ability to respond to changes, both internal and external, which may affect its business operations from
time to time. This oversight is also conducted through committees of the Board. The Board receives full reports from each committee Chairman regarding the committee's consideration and actions. The
oversight responsibility of the Board and its committees is enabled by management reporting processes that are designed to provide visibility to the Board about the identification, assessment and
management of critical risks. These areas of focus include financial reporting, compliance, compensation and operations, as summarized below.
The
Audit and Risk Committee reviews and discusses with management significant financial risks and the actions management has taken to monitor and mitigate potential exposures. The Audit
and Risk Committee also assesses other areas of enterprise risk exposure as determined by the Board from time to time, and QLT's policies with respect to risk assessment and risk management.
The
Corporate Governance and Nominating Committee oversees risk management as it relates to, among other things, the development and assessment of our corporate governance framework,
board and Chairman succession, including board and committee nominations, membership and standards, and potential conflicts of interest.
The
Compensation Committee oversees risk management as it relates to our compensation plans, policies and practices in connection with structuring our executive compensation programs and
reviewing our incentive compensation programs for other employees. This includes a review of our material compensation policies and practices under which the Compensation Committee concluded that
these policies and practices are not reasonably likely to have a material adverse effect on QLT.
The
Scientific Review Committee reviews management's direction and investment in QLT's research, development and technology initiatives to ensure that the scientific strategy and its
implementation are consistent with and support the strategic and business objectives of QLT. The Scientific Review Committee works with management to identify operational risks with respect to current
and future research and development programs and products and technology in which QLT is investing its research and development efforts.
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Board Leadership Structure
We operate under a corporate governance structure where the Chairman of the Board and the CEO are separate positions held by different
individuals. Due to the demands of each position, we believe separating these roles enhances the ability of each to discharge his duties and fosters more accountability.
In
2012, following the departure of Robert Butchofsky, QLT's former President and CEO, the Board formed the ETC to perform the function of a CEO on an interim basis while the Board
determined the resources and management necessary to pursue the Company's new strategy.
The
ETC was initially composed of Directors Jason M. Aryeh (Chairman of the Board and the ETC), Dr. Vicente Anido, Jr., Dr. John W. Kozarich and Jeffrey A. Meckler. On
February 16, 2013, the ETC was reconstituted to be composed of Dr. Kozarich and Mr. Meckler, with Mr. Meckler serving as Chairman of the ETC. Under this revised committee
structure, the Chairman of the Board ceased to be a member of the ETC. On October 24, 2014, Dr. Cox was appointed as Interim CEO and the ETC was disbanded. The Board of Directors
believes that all of its members, other than Dr. Cox, are independent. Mr. Aryeh continues to serve as Chairman of the Board.
We
expect to maintain separate positions for the Chairman and the CEO because we believe that having the Board operate under the leadership and direction of a Board member who is
independent from management provides the Board with the most appropriate mechanism to fulfill its oversight responsibilities.
Board Attendance at Annual Meeting
It is a policy of the Board to encourage directors to attend regular Board meetings, Board committee meetings on which they serve and
each annual general meeting of the shareholders. In 2014, all members of the Board attended the annual general meeting.
Decisions Requiring Prior Approval of the Board
In addition to matters that must, by law or by the Articles of QLT, be approved by the Board, management is required to seek approval
from the Board for major transactions, for any single expense that exceeds certain specified dollar values, and for certain transactions with related persons. Additional information relating to
transactions with related persons is set forth below in this Proxy Statement under the heading "Executive Compensation Review, Approval
or Ratification of Transactions with Related Persons".
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Orientation and Continuing Education Programs
It is the intention of the Board that as and when a new Board nominee is appointed, the Board will ensure that a full program of
orientation and education is provided for the nominee, including, but not limited to, provision of a complete corporate history, copies of past minutes of meetings of the Board and the Mandate of the
Board, and information regarding our business and operations. The Corporate Governance and Nominating Committee is responsible for reviewing the current orientation and education program and
recommending and initiating improvements to this program as warranted. As part of the ongoing commitment of the Board to effective governance and director continuing education, our directors are
encouraged to periodically attend accredited courses on current trends in corporate governance and other relevant areas.
Outside Advice
Each of the Audit and Risk Committee, the Compensation Committee and the Corporate Governance and Nominating Committee has the
authority to engage external advisors as set forth in each of their respective charters. The Scientific Review Committee is also authorized to engage independent consultants with the approval of the
Chairman of the Board.
Director and Officer Liability Insurance
We maintain directors' and officers' liability insurance coverage through a policy covering QLT and its subsidiaries. This insurance
provides coverage for indemnity payments made by QLT to our directors and officers as required or permitted by law for losses, including legal costs, incurred by our directors and officers in their
capacity as such. This policy also provides coverage directly to individual directors and officers if they are not indemnified by QLT. The insurance coverage for our directors and officers has
customary exclusions, including those acts determined to be uninsurable under law, deliberately fraudulent or dishonest, or that have resulted in personal profit or advantage.
Minimum Share Ownership Guidelines for Directors
The Board believes it to be in the best interests of our shareholders to specify a minimum level of equity holdings in QLT by each
independent director to further align the interests of our Board and shareholders. As a result, following consultation with Radford, an Aon Hewitt company
("Radford"), the independent compensation advisor to our Compensation Committee, we adopted share ownership guidelines for our independent directors.
Under these guidelines, independent directors are encouraged to acquire (if not already held) common shares of QLT as follows:
-
- Chairman: an amount equal to three times the Chairman's annual retainer, satisfied within five years from the date he or
she assumes the office of Chairman; and
-
- Directors other than the Chairman: an amount equal to three times the director's annual Board retainer, satisfied within
five years from the date the director joined the Board.
Holdings
of vested in-the-money stock options and vested deferred share units (referred to as "DSUs") are counted towards fulfilling the
guidelines. According to Radford, the implementation of share ownership guidelines instituted by the Board is consistent with Institutional Shareholder Services' best practices.
The
value of the shares owned for the purposes of fulfilling the share ownership guidelines is determined as the greater of the acquisition cost or the market value at the time of the
determination. Compliance with the share ownership guidelines is evaluated on an annual basis by the Corporate Governance and Nominating Committee. All of the members of the Board have satisfied the
share ownership guidelines to date.
Our
share ownership guidelines for executive officers are described below in this Proxy Statement under the heading "Compensation Discussion
and Analysis".
Director Nomination Process
To assist with director nominations, the Board has designated a standing committee, the Corporate Governance and Nominating Committee,
as being responsible for reviewing and recommending nominees to the
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Board.
In evaluating prospective nominees, the Corporate Governance and Nominating Committee looks for the following minimum qualifications: strong business acumen, previous experience as an executive
or director with successful companies, the highest standards of integrity and ethics, and a willingness and ability to make the necessary time commitment to diligently perform the duties of a
director. In evaluating prospective nominees, the Corporate Governance and Nominating Committee also takes into account shareholder support of prospective nominees in previous director elections of
the Company. Nominees are selected with a view to the best interests of QLT as a whole. All nominations proposed by the Corporate Governance and Nominating Committee must receive the approval of
the Board.
The
Board prefers a mix of experience among its members to maintain a diversity of viewpoints and ensure that the Board can achieve its objectives. In searching for a new director, the
Corporate Governance and
Nominating Committee identifies particular areas of specialization that it considers beneficial, in addition to the general qualifications, having regard to the skill sets of the other members of
the Board.
Although
we do not have a formal diversity policy, to foster and maintain a diversity of viewpoints, backgrounds and experience on the Board, the Corporate Governance and Nominating
Committee evaluates the mix of skills and experience of the directors and assesses nominees and potential candidates in the context of the current composition of the Board and the requirements of QLT.
In accordance with its charter, the Corporate Governance and Nominating Committee considers, among other things, the following in recommending candidates for election to the Board: (i) personal
and professional integrity, ethics and values, (ii) experience in corporate management, such as serving as an officer or former officer of a publicly-held company, and a general understanding
of marketing, finance, product development and other elements relevant to the success of a publicly-traded company in today's business environment, (iii) experience in the biotechnology
industry in Canada and the United States, (iv) experience as a board member of another publicly-held company, (v) academic or therapeutic expertise in an area of QLT's operations
and (vi) practical and mature business judgment, including the ability to make independent and analytical inquiries.
The
Corporate Governance and Nominating Committee may retain the assistance of a recruiting firm to assist it in identifying and recruiting candidates that possess the desired
qualifications. The Corporate Governance and Nominating Committee may also involve other members of the Board or other Board committees to assist it with the recruitment of new directors. Potential
nominees and their respective references are interviewed extensively in person before any nomination is endorsed by that Board committee.
The
Board will also consider any director nominees proposed by shareholders. Shareholders may submit nominations to the Board by addressing a communication to the Chairman of the
Corporate Governance and Nominating Committee and providing sufficient information to the Corporate Governance and Nominating Committee to permit it to conduct an assessment of the qualifications of
the proposed nominee, including biographical information about the candidate and his or her professional experience, confirmation of the candidate's willingness to serve as a director, and complete
contact information for the candidate and the nominating shareholder. The methods by which a shareholder may communicate with the Corporate Governance and Nominating Committee are set out on QLT's
website at www.qltinc.com. As a matter of policy, the Corporate Governance and Nominating Committee is committed to giving due and fair consideration to
proposed nominations submitted by shareholders using the same criteria and processes as other nominations that come before it.
Independence of Directors
To ensure QLT maintains good and objective governance, the Board strives to maintain strong independence from management. In
determining whether directors are independent, each year the Board considers and discusses the nature and materiality of all direct or indirect relationships between each director nominee and QLT,
including any family or business relationships. Under the applicable Canadian and United States securities laws, a relationship is considered material where that relationship could, in the view
of the Board, reasonably interfere with the exercise of the director's
independent judgment. A director who also serves as CEO of a company would be considered a non-independent director of that company under applicable Canadian and United States
securities laws.
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Jeffrey
A. Meckler served as Chairman of the ETC from January 1, 2014 to October 22, 2014. The Board carefully considered whether serving as Chairman or a member of the
ETC, the mandate of which was to perform the function of the CEO of QLT on an interim basis while the Board determined the resources and management necessary to pursue the Company's new strategy,
would interfere with the exercise of such director's independent judgment. The Board determined that serving as a member or Chairman of the ETC has not, at any time, interfered with the exercise of
independent judgment by either any of the members of the ETC or any Chairman of the ETC, and that, as a result, the relevant "independence" test under the applicable Canadian and United States
securities laws has been met. In making this determination, the Board, among other things, considered the role of the ETC and the division of responsibility among the members, the role of the Chairman
of the ETC, the means and amounts by which the Chairman and the other members of the ETC are remunerated for serving as such, the lack of agreements with the Company or terms of service regarding
service on the ETC, the fact that all of the members of the ETC are subject to annual election as directors, and the distinction in manner and degree of compensation and benefits between the ETC and
the Company's past and current employed executive officers, among other factors. On October 23, 2014, Dr. Geoffrey Cox, a director of QLT, was appointed as the Interim CEO of QLT and the
ETC was disbanded. As the Interim CEO of QLT, Dr. Cox is now considered a non-independent director.
As
a result, and in connection with a review of the nature and materiality of all direct or indirect relationships between each director and QLT, the Board has determined that, with the
exception of Dr. Cox, who ceased being "independent" upon his appointment as Interim CEO on October 23, 2014, all members of the Board are and have been "independent", under the
independence standards of the NASDAQ Marketplace Rules, since their respective appointments to the Board.
QLT
has determined that all Board member nominees for election as directors at the Annual Meeting, other than Dr. Cox, the Interim CEO of QLT, will be independent under the
independence standards of the NASDAQ Marketplace Rules.
From
January 1, 2014 to October 22, 2014, Mr. Meckler was considered the Principal Executive Officer of QLT solely for SEC reporting purposes and for the purposes of
certifying certain SEC disclosure documents. Dr. Cox assumed the role of Principal Executive Officer on October 23, 2014 upon his appointment as Interim Chief Executive Officer. While,
as described above, it is the Board's view that Mr. Meckler qualified as an independent director of QLT under Canadian and U.S. securities laws, the Board acknowledges that his
designation as "Principal Executive Officer" of QLT solely for SEC reporting purposes during the period specified above could create the appearance that Mr. Meckler was an executive officer of
QLT during such time. Mr. Meckler was not an executive officer of QLT, but rather the ETC which as a whole served the function of the principal executive of QLT. QLT does not believe that
listing all members of the ETC during 2014 as executive officers in this Proxy Statement would provide useful disclosure to shareholders. Therefore, QLT has included Mr. Meckler as named
executive officer in this Proxy Statement for the period during which he served as Chairman of the ETC.
In
addition, each director who served as a member on each of the Audit and Risk Committee, Compensation Committee, and Corporate Governance and Nominating Committee during 2014 was
"independent" as independence for members of such committees is defined in National Instrument 52-110 Audit Committees and the Marketplace Rules of
NASDAQ and the rules of the SEC, as applicable, at the time they served on such committee.
Executive Session of Independent Directors
The independent members of the Board meet without management and non-independent directors present during a session of periodic Board
meetings (unless the independent directors determine such a session is not required).
Audit Committee Financial Expert
Each member of the Audit and Risk Committee is financially sophisticated, as defined by the Marketplace Rules of NASDAQ, and is
financially literate, as defined by Canadian securities regulations, and as required by such rules, able to read and understand fundamental financial statements, including QLT's consolidated balance
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sheet,
consolidated statement of income and consolidated statement of cash flows. The Board has determined that John C. Thomas, Jr. is an "audit committee financial expert" as defined in
Item 407(d)(5) of Regulation S-K under the Exchange Act, and that all of our Audit and Risk Committee members are "independent," as independence for audit committee members is defined by
the NASDAQ, TSX and applicable U.S. and Canadian securities rules.
Compensation Committee Interlocks and Insider Participation
During 2014, each of Jeffrey Meckler, John Thomas, Jr., Dr. Stephen Sabba and Dr. Geoffrey Cox served on the Compensation
Committee. Dr. Cox resigned from the Compensation Committee upon his appointment as Interim Chief Executive Officer of QLT and was replaced by Jeffrey Meckler. Other than Dr. Cox, none
of the members of the Compensation Committee during 2014 is or was previously an officer or employee of QLT or has any relationships requiring disclosure under Item 404 of Regulation S-K
promulgated by the SEC.
Except
as described below, none of QLT's executive officers served during 2014 as members of the compensation committee or board of directors of any entity that had one or more executive
officers serving as a member of the QLT Compensation Committee or QLT Board. John C. Thomas Jr. is a director and a member of the Compensation, Audit and Risk and Corporate Governance and Nominating
Committees of QLT. Mr. Thomas is also a director and Chief Financial Officer of CorMatrix Cardiovascular, Inc. ("CorMatrix"). Jason M.
Aryeh is a member of the Board of Directors of CorMatrix and as such, participates in compensation decisions about Mr. Thomas and CorMatrix's other executive officers. Mr. Aryeh is the
Chairman of the Board and until February 2013 served as Chairman of the ETC. Mr. Aryeh has not at any time received compensation from QLT other than for his service as a director
of QLT.
The
director nominees are also directors of the following publicly traded companies:
|
|
|
|
Name of Director
|
|
Publicly Traded Companies
|
|
Jason M. Aryeh |
|
Ligand Pharmaceuticals Incorporated |
|
Dr. Stephen L. Sabba |
|
Ligand Pharmaceuticals Incorporated |
|
John C. Thomas, Jr. |
|
Medovex Corporation
NantKwest, Inc. |
|
Dr. John W. Kozarich |
|
Ligand Pharmaceuticals Incorporated
Retrophin, Inc. |
|
Dr. Geoffrey F. Cox |
|
Biota Pharmaceuticals, Inc. |
|
Jeffrey A. Meckler |
|
Retrophin, Inc.
CoCrystal Pharma Inc. |
|
Communicating with the Board of Directors
Any shareholder or interested party who wishes to communicate with the Board or any specific director, the Chairman of the Board, or
committee members, may write to:
QLT Inc.
Attn: Board of Directors
887 Great Northern Way, Suite 250
Vancouver, British Columbia, V5T 4T5
Canada
Depending
on the subject matter of the communication, the corporate secretary will:
-
- forward the communication to the director or directors to whom it is addressed (matters addressed to the CEO will be
forwarded unopened directly to the CEO (currently, the Interim CEO));
-
- attempt to handle the inquiry directly where the communication does not appear to require direct attention by the Board,
or an individual member, e.g., the communication is a request for information about QLT or is a stock-related matter; or
-
- not forward the communication if it is primarily commercial in nature or if it relates to an improper or irrelevant topic.
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Shareholders and other interested persons may submit concerns regarding accounting matters by following the instructions for making a report published in the
Corporate Governance subsection of the Investor Relations section of our website.
Board of Directors and Board Committees
The Board held 24 meetings (in person or by teleconference) during 2014. With the exception of Dr. Geoffrey Cox,
subsequent to his appointment as Interim CEO, all of the members of the Board were independent in 2014.
Each
director of the Board attended at least 75% of the aggregate of (1) the total number of meetings of the Board, and (2) the total number of meetings held by all
committees of the Board on which such director served during 2014. Director attendance at committee meetings is assessed based on the number of committee meetings a director attended during their
relevant term of service on such committee.
Set
forth below is a summary of Board and Committee attendance during 2014:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summary of Attendance of
Directors in 2014:
|
|
Board
Meetings
Attended in
2014 |
|
Audit and
Risk
Committee |
|
Corporate
Governance and
Nominating
Committee |
|
Compensation
Committee |
|
Scientific
Review
Committee |
|
Jason M. Aryeh |
|
|
24/24 |
|
|
|
|
|
1/1 |
|
|
|
|
|
|
|
Dr. Stephen Sabba |
|
|
24/24 |
|
|
6/6 |
|
|
|
|
|
9/9 |
|
|
9/9 |
|
John C. Thomas, Jr. |
|
|
23/24 |
|
|
5/6 |
|
|
1/1 |
|
|
9/9 |
|
|
|
|
Dr. John Kozarich |
|
|
22/24 |
|
|
|
|
|
|
|
|
|
|
|
9/9 |
|
Dr. Geoffrey F. Cox(1) |
|
|
24/24 |
|
|
5/5 |
|
|
1/1 |
|
|
6/7 |
|
|
|
|
Jeffrey Meckler(2) |
|
|
24/24 |
|
|
1/1 |
|
|
|
|
|
2/2 |
|
|
|
|
- (1)
- Resigned
from the Audit and Risk Committee, Corporate Governance and Nominating Committee and Compensation Committee effective October 23, 2014 in
connection with his appointment as Interim CEO of QLT.
- (2)
- Appointed
to the Corporate Governance and Nominating Committee, Compensation Committee and the Audit and Risk Committee effective
October 23, 2014.
The
Board has a standing Audit and Risk Committee, Corporate Governance and Nominating Committee, Compensation Committee, and Scientific Review Committee. In addition, from time to time,
the Board may establish special committees to assist the Board in respect of certain matters. In 2012, the Board established the Transition Committee and its successor committee, the Strategic Action
Committee, as well as the ETC, to assist the Board during the transition period from the previous Board to the current Board, and the change in composition of the executive officers of QLT, following
the 2012 annual meeting of shareholders. Set forth below
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is
a chart indicating, by committee, each committee's members as at the end of the 2014 fiscal year, key functions and the total number of committee meetings held in 2014:
|
|
|
|
|
|
Committee
|
|
Members
|
|
Key Functions
|
|
Executive Transition(5) |
|
Jeffrey A. Meckler
Dr. John W. Kozarich |
|
Functioned as the CEO of QLT on an interim basis while the Board determined the resources and management necessary to pursue the Company's new strategy. |
|
Audit and Risk(1) |
|
Dr. Stephen L. Sabba*
John C. Thomas, Jr.
Jeffrey A. Meckler |
|
Monitors QLT's internal accounting controls and business conduct;
Oversees QLT's accounting and financial reporting practices;
Reviews the adequacy of the system of internal controls, reviews any relevant accounting, financial and securities regulatory matters;
Reviews the management of corporate financial and compliance risks;
Monitors compliance with our Code of Ethics and Code of Exemplary Conduct;
Recommends the appointment of independent auditors, engages the independent auditors, and receives the reports of the CEO and the Chief Financial Officer with respect to their assessment of internal controls;
Provides a mechanism for communication between the Board and QLT's independent auditors; and
Meets regularly with QLT's auditors without management present. |
|
Corporate Governance and Nominating(2) |
|
Jason M. Aryeh*
Jeffrey A. Meckler
John C. Thomas, Jr. |
|
Develops and oversees Board governance principles;
Assesses the effectiveness of corporate governance and makes recommendations to the full Board;
Makes recommendations to the Board regarding the size and composition of the Board and Board committees;
Develops and oversees Board continuing education program;
Conducts an annual process to assess the effectiveness of the Board and individual members of the Board;
Reviews and considers nominations to the Board;
Reviews annually the credentials of nominees for re-election and ensures qualifications are maintained; and
Reviews compliance with QLT share ownership guidelines by members of the Board and executive officers. |
|
Compensation(3) |
|
Jeffrey A. Meckler*
Dr. Stephen L. Sabba
John C. Thomas, Jr. |
|
Makes recommendations to the Board regarding the compensation of all executive officers;
Reviews and makes recommendations with respect to compensation policy and programs generally and determines and recommends option grants under QLT's incentive stock plan;
Reviews and recommends to the Board the manner in which executive compensation should be tied to both short-term and long-term corporate goals of QLT and completes the disclosure regarding executive compensation contained in QLT's Proxy
Statement;
Assists the Board in ensuring that QLT has a plan for continuity of its officers and an executive compensation plan that is competitive to attract, retain and motivate high performance of its executive management and other key personnel; and
Establishes QLT share ownership guidelines for members of the Board and executive officers. |
|
Scientific Review |
|
Dr. John W. Kozarich*
Dr. Stephen L. Sabba |
|
Reviews management's direction and investment in QLT's research, development and technology initiatives. |
|
15
Table of Contents
|
|
|
|
|
|
Committee
|
|
Members
|
|
Key Functions
|
|
Strategic Action(4) |
|
Jason M. Aryeh*
Jeffrey A. Meckler
Dr. Stephen L. Sabba |
|
Maintained an on-going, cooperative, interactive strategic planning process with the Company's executive management, including the review, identification, establishment and maintenance of the Company's strategic goals and
business strategies for the Company's existing and potential new businesses;
Reviewed, explored and considered potential strategic acquisitions, divestitures, joint ventures, alliances, licensing transactions, mergers and other strategic transactions and alternatives, made recommendations to the full Board of Directors with
respect to the foregoing; and
Worked with the management and employees of the Company to learn about the Company, its organization and day-to-day business, for the purpose of ensuring an efficient and effective transitioning process for all stakeholders involved, and reported its
findings to the Board. |
|
- *
- Chairman
- (1)
- The
Audit and Risk Committee held six meetings in 2014.
- (2)
- The
Corporate Governance and Nominating Committee held one meeting in 2014.
- (3)
- The
Compensation Committee held nine meetings in 2014.
- (4)
- The
SAC was disbanded on October 23, 2014 in connection with the appointment of Dr. Geoffrey F. Cox as Interim CEO.
- (5)
- The
ETC was disbanded on October 23, 2014 in connection with the appointment of Dr. Geoffrey F. Cox as Interim CEO.
Committee Chairmen
The Board has not developed written position descriptions for the Chairman of each of the committees of the Board. The Chairman of each
committee has accepted leadership responsibilities of the committee including setting the agenda for and chairing the meetings, liaising with management as appropriate, as well as for ensuring
fulfillment of the mandate set out in the charters of the committees.
COMPENSATION OF DIRECTORS
2014 Independent Director Compensation Program
Overview
The compensation program for our independent directors is intended to fairly compensate them for the time and effort required of a
director based upon the size and complexity of our business, as well as, through an equity component of the program, to further align the interests of our independent directors with those of our
shareholders. The amount and form of director compensation is reviewed periodically by the Compensation Committee, with any resulting recommendations made to the Board, to ensure that such
compensation realistically reflects the responsibilities and risks of being an effective director.
To
assist in its evaluation of director compensation, the Compensation Committee has the authority to retain independent compensation consultants. During 2014, the Board worked with
Radford, to review QLT's director compensation programs.
In
connection with the strategic restructuring of QLT that began in 2012, the Board formed the ETC to perform the function of the Chief Executive Officer on an interim basis. On
October 23, 2014, the ETC was disbanded upon the appointment of Dr. Geoffrey F. Cox as Interim CEO. From the departure of QLT's former President and Chief Executive Officer in
August 2012, to the date of Dr. Cox's appointment to Interim CEO, QLT did not have a President or Chief Executive Officer and, as a result, members of the ETC and the directors were more
heavily involved in overseeing the day-to-day management of QLT than would normally be required. QLT believes that the amount of time and effort that each of the directors has dedicated to the
oversight of QLT is significantly higher than the amount of time and effort required of directors of other public companies.
While
the compensation paid to the directors during 2014 may be higher than compensation paid to directors at other public companies of similar size, QLT believes that it fairly reflects
the amount of time and effort required of its directors in light of the strategic and other initiatives undertaken by QLT and the fact that over a period of 26 months, QLT did not have a
President or Chief Executive Officer.
16
Table of Contents
The independent directors receive cash and equity-based compensation for their services on the Board as described below.
Cash Compensation
The cash compensation component of our program in 2014 included annual Board and Committee member or Chairman position retainers,
meeting attendance fees, and fees paid for attending to Board or Committee business other than for attendance at a meeting. Directors are also eligible for reimbursement of their expenses incurred in
connection with attendance at Board meetings in accordance with our policies. Director retainers and fees are paid to the Board monthly in arrears.
In
2014, the fees paid to the members of the Board, all of whom were independent directors in 2014, were as follows:
|
|
|
|
|
|
|
Nature of Board Duty
|
|
Fee (US$)
|
|
|
|
Annual Board Retainer Fee: |
|
|
|
|
|
|
for all Directors |
|
$ |
30,000 |
|
|
|
additional retainer for Chairman of the Board |
|
$ |
45,000 |
|
|
|
Additional Annual Retainer Fee for Chairman of the Audit and Risk Committee |
|
$ |
12,500 |
|
|
|
Additional Annual Retainer Fee for Chairman of the Scientific Review Committee |
|
$ |
10,000 |
|
|
|
Additional Annual Retainer Fee for Chairman of the Compensation Committee |
|
$ |
10,000 |
|
|
|
Additional Annual Retainer Fee for Chairman of the Corporate Governance and Nominating Committee |
|
|
None |
|
|
|
Additional Annual Retainer Fee for non-Chairman committee members of Audit and Risk Committee, Scientific Review Committee, Compensation
Committee and Corporate Governance and Nominating Committee |
|
$ |
5,000 |
|
|
|
Additional Quarterly Retainer Fee for Chairman of the Strategic Action Committee |
|
$ |
15,000 |
|
|
|
Additional Quarterly Retainer Fee for non-Chairman committee members of the Strategic Action Committee |
|
$ |
10,000 |
|
|
|
Additional Annual Retainer Fee for Chairman and non-Chairman committee members of the Executive Transition Committee |
|
|
None |
|
|
|
Fee for each Board meeting attended: |
|
|
|
|
|
|
by telephone |
|
$ |
1,500 |
|
|
|
in person |
|
$ |
3,000 |
|
|
|
Fee for each meeting of the Audit and Risk Committee, Scientific Review Committee, Compensation Committee and Corporate Governance and
Nominating Committee attended: |
|
|
|
|
|
|
by telephone |
|
$ |
1,500 |
|
|
|
in person |
|
$ |
3,000 |
|
|
|
For each meeting of the Strategic Action Committee attended: |
|
|
|
|
|
|
by telephone |
|
|
None |
|
|
|
in person |
|
$ |
3,000 |
|
|
|
per diem fee for out-of-town business |
|
$ |
3,000 |
|
|
|
For each meeting of the Executive Transition Committee attended: |
|
|
|
|
|
|
per diem fee for conducting business where no out-of-town travel is
required |
|
$ |
1,500 |
|
|
|
per diem fee for out-of-town business |
|
$ |
3,000 |
|
|
|
Fee to perform Board or committee business (other than attendance at a Board or committee meeting) at the specific request of the Board or
relevant committee: |
|
|
|
|
|
|
if no out-of-town travel is required |
|
$ |
1,500 |
|
|
|
if out-of-town travel is required |
|
$ |
3,000 |
|
|
|
Fee to QLT Board member for attending operating subsidiary Board meeting as a member of the Board of Directors of the operating subsidiary
(whether in person or by telephone) |
|
$ |
1,500 |
|
|
|
17
Table of Contents
Equity-Based Compensation
In addition to cash compensation, our independent directors also receive equity-based compensation to ensure that their interests are
fully aligned with those of our shareholders.
We
maintain a Directors' Deferred Share Unit Plan, which we refer to as the "DDSU Plan". Under the DDSU Plan, at the discretion of the
Board, independent directors receive a portion of their equity-based compensation in the form of DSUs, each of which has a value equal to the current price of our common shares on the TSX. A DSU is
convertible only into cash (i.e. no shares are issued), and can only be converted after the independent director ceases to be a member of the Board. The DSUs vest monthly over 36 months
from the first month after the date of grant.
The
value of a DSU, when converted to cash, will be equivalent to the market value of a QLT common share at the time the conversion takes place. We do not have a history of paying
dividends on our common shares; however, if dividends ever are paid on our common shares, an independent director's DSU account will be credited with dividends at the same rate.
In
addition, directors are eligible to receive grants of options and restricted stock units ("RSUs") under the Company's 2000 Incentive
Stock Plan (as amended and restated, the "2000 Plan"). The Compensation Committee's objective in recommending the grant of equity awards to
independent directors is to provide a reasonable, market-based incentive for directors to deliver increased value to shareholders. Based in part on advice received from Radford, the Compensation
Committee and the Board have concluded that, going forward, stock options and RSUs are an effective way to align the interests of the independent directors with those of the shareholders.
Equity
grants to the directors typically occur annually, promptly following each annual general meeting of shareholders. For 2014, consistent with the equity grant to employees, the
annual equity grant to the Board was made effective December 17, 2014. On December 17, 2014, Jason M. Aryeh, the Chairman of the Board, received 25,000 stock options and
12,000 RSUs, while the other members of the Board were granted 12,500 stock options and 6,000 RSUs, except Dr. Geoffrey Cox. Given Dr. Cox's appointment as Interim
CEO, on October 23, 2014, he was no longer entitled to receive compensation as a Director, despite his continued service as a member of the Board. Instead, Dr. Cox was granted
150,000 employee stock options, on October 29, 2014, in connection with his appointment to Interim CEO. In June, 2015, in connection with certain transformative transactions announced by
QLT on June 8, 2015, the Board approved a recommendation of its Compensation Committee to immediately accelerate vesting of all unvested options and unvested RSUs granted to its directors,
employees and consultants under, and in accordance with the terms of, the 2000 Plan. Accordingly, all unvested RSUs were vested, settled and the corresponding number of common shares
were issued.
The
following table provides information regarding the compensation of our independent directors for 2014.
2014 Director Compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Fees Earned or
Paid in Cash
($) USD |
|
Stock
Awards
($) USD(2) |
|
Option
Awards
($) USD(3)(4) |
|
Total
($) USD |
|
Jason M. Aryeh |
|
$ |
246,978 |
|
$ |
44,336 |
|
$ |
41,203 |
|
$ |
332,517 |
|
Geoffrey F. Cox(1) |
|
|
92,899 |
|
|
|
|
|
|
|
|
92,899 |
|
John Kozarich |
|
|
137,500 |
|
|
22,168 |
|
|
20,601 |
|
|
180,269 |
|
Jeffrey A. Meckler(1) |
|
|
456,159 |
|
|
22,168 |
|
|
20,601 |
|
|
498,928 |
|
Stephen Sabba |
|
|
162,819 |
|
|
22,168 |
|
|
20,601 |
|
|
205,588 |
|
John C. Thomas, Jr. |
|
|
106,500 |
|
|
22,168 |
|
|
20,601 |
|
|
149,269 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,202,855 |
|
$ |
133,008 |
|
$ |
123,607 |
|
$ |
1,459,470 |
|
|
|
|
|
|
|
|
|
|
|
- *
- Stock
and option awards were granted/priced in Canadian dollars and have been converted to U.S. dollars for disclosure purposes using an average of
2014 noon buying rates published by the Federal Reserve Bank of New York: US$1.00 = C$1.1043.
18
Table of Contents
- (1)
- On
October 23, 2014, Dr. Geoffrey F. Cox was appointed as Interim CEO and he concurrently resigned from the Audit and Risk, Compensation and
Corporate Governance and Nominating Committees. He was replaced on these committees by Jeffrey A. Meckler effective October 23, 2014. Although Dr. Cox continues to serve as a director of
QLT, from October 23, 2014 onwards, he was compensated as an employee and ceased to receive compensation as a director. As such, he did not receive RSUs or director's stock option awards as
part of the equity awards that were granted on December 17, 2014. For information on compensation paid to Dr. Cox in his capacity as Interim CEO, refer to the Compensation of Executive Officers section.
- (2)
- Stock
awards consist of DSUs and RSUs. Details of the DSUs and RSUs are described under the Director
Compensation Equity Based Compensation section. This column represents the aggregate grant date fair value of RSUs granted in 2014, which
are reflected in accordance with ASC Topic 718. No DSUs were granted to directors in 2014. On December 17, 2014, Mr. Aryeh, Chairman of the Board, was granted 12,000 RSUs and each
other director was granted 6,000 RSUs for their service as members of the Board. The fair value of the RSUs is measured based on the closing price of QLT's shares on the TSX on the date of
grant. The estimated fair value of each RSU on the grant date was C$4.08 (US$3.69), which represents the closing price of QLT's shares on the TSX on December 17, 2014.
- (3)
- On
December 17, 2014, Mr. Aryeh, Chairman of the Board, was granted 25,000 stock options. With the exception of Dr. Cox, each
other director was granted 12,500 stock options for their service as members of the Board. These stock options vest and become exercisable in 36 successive and equal monthly installments
from the grant date and expire 10 years from the grant date. The grant date fair value of the aggregate 75,000 stock options granted to directors on December 17, 2014 was
estimated to be $123,608. The grant date fair values of options granted was calculated using the Black-Scholes option pricing model, in accordance with ASC Topic 718 for share-based payment
transactions. For a discussion of the assumptions used in the valuation of the options granted in each respective year, refer to QLT's Form 10-K under Note 9 to the Consolidated
Financial Statements for 2014.
- (4)
- On
June 7, 2015, in connection with certain transactions announced by QLT on June 8, 2015, the Board approved a recommendation of the
Compensation Committee to accelerate the vesting of all unvested options and unvested RSUs granted to its directors, employees, and consultants in accordance with the terms of the 2000 Plan.
Director Awards Outstanding as at December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Outstanding
Options(5) |
|
Outstanding
DSUs |
|
Outstanding
RSUs(5) |
|
Jason M. Aryeh(1) |
|
|
50,000 |
|
|
44,000 |
|
|
20,000 |
|
Geoffrey F. Cox(2) |
|
|
12,500 |
|
|
22,000 |
|
|
4,000 |
|
John Kozarich(3) |
|
|
25,000 |
|
|
22,000 |
|
|
10,000 |
|
Jeffrey A. Meckler(4) |
|
|
250,000 |
|
|
22,000 |
|
|
10,000 |
|
Stephen Sabba(3) |
|
|
25,000 |
|
|
22,000 |
|
|
10,000 |
|
John C. Thomas, Jr.(3) |
|
|
25,000 |
|
|
22,000 |
|
|
10,000 |
|
|
|
|
|
|
|
|
|
|
|
|
387,500 |
|
|
154,000 |
|
|
64,000 |
|
|
|
|
|
|
|
|
|
- (1)
- As
at December 31, 2014, Mr. Aryeh held: (i) 50,000 stock options, of which 11,806 were vested; (ii) 44,000 DSUs, of
which 28,111 were vested; and (iii) 20,000 RSUs, of which none were vested.
- (2)
- As
at December 31, 2014, Dr. Cox held: (i) 12,500 stock options, of which 5,903 were vested; (ii) 22,000 DSUs, of which
14,056 were vested; and (iii) 4,000 RSUs, of which none were vested. These awards were granted to Dr. Cox in connection with his past service as a director. Note that the 150,000
of stock options that were granted to Dr. Cox on October 29, 2014 are not reflected in the table above given that these awards were granted to him for his service as an Interim CEO and
not in his capacity as a director. For more information on Dr. Cox's compensation as Interim CEO, refer to the Executive Compensation
section above.
- (3)
- As
at December 31, 2014, Drs. Kozarich and Sabba and Mr. Thomas each held: (i) 25,000 stock options, of which 5,903 were vested;
(ii) 22,000 DSUs, of which 14,056 were vested; and (iii) 10,000 RSUs, of which none were vested.
- (4)
- As
at December 31, 2014, Mr. Meckler held: (i) 250,000 stock options, of which 230,903 were vested; (ii) 22,000 DSUs, of
which 14,056 were vested; and (iii) 10,000 RSUs, of which none were vested.
- (5)
- On
June 7, 2015, in connection with certain transactions announced by QLT on June 8, 2015, the Board approved a recommendation of the
Compensation Committee to accelerate the vesting of all unvested options and unvested RSUs granted to its directors, employees, and consultants in accordance with the terms of the 2000 Plan.
19
Table of Contents
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Information Regarding Director Nominees
The names of the nominees and certain information about them are set forth below:
|
|
|
|
|
|
|
|
|
|
|
|
Name of Nominee and Residence
|
|
Age |
|
Position(s) With the Company |
|
Independent |
|
Director Since |
|
JASON M. ARYEH
New York, USA |
|
|
47 |
|
Chairman and Director |
|
Yes |
|
|
2012 |
|
DR. STEPHEN L. SABBA
New York, USA |
|
|
56 |
|
Director |
|
Yes |
|
|
2012 |
|
JOHN C. THOMAS, JR.
Georgia, USA |
|
|
62 |
|
Director |
|
Yes |
|
|
2012 |
|
DR. JOHN W. KOZARICH
California, USA |
|
|
66 |
|
Director |
|
Yes |
|
|
2012 |
|
DR. GEOFFREY F. COX
Massachusetts, USA |
|
|
72 |
|
Director and Interim CEO |
|
No |
|
|
2012 |
|
JEFFREY A. MECKLER
New York, USA |
|
|
49 |
|
Director |
|
Yes |
|
|
2012 |
|
There is no family relationship between any of our directors, director nominees or executive officers. The number of common shares owned by each
of the nominees for election as a director is set forth under "Security Ownership of Certain Beneficial Owners and Management" in this Proxy Statement.
Jason M. Aryeh is the Chairman of the Board and a Director of QLT (since 2012) and serves as the Chairman of the Corporate
Governance and Nominating Committee. Currently, Mr. Aryeh is the Founder and Managing General Partner of JALAA Equities, LP (since 1997), a private hedge fund focused on the
biotechnology and specialty pharmaceutical sector. Mr. Aryeh also serves on the Board of Directors of Ligand Pharmaceuticals Incorporated
("Ligand") (since 2006), a public biotechnology company, CorMatrix Cardiovascular, Inc.
("CorMatrix") (since 2010), a privately-held medical device company, and the Cystic Fibrosis Foundation's Therapeutics Board (since 2011).
Previously, Mr. Aryeh served as a Director of both Nabi Biopharmaceuticals, prior to its merger with Biota Pharmaceuticals, Inc. ("Biota")
in November 2012, and of Myrexis, Inc. (2011 to 2013), both of which are public biotechnology companies. Mr. Aryeh earned a B.A. in economics, with honors, from Colgate
University, and is a member of the Omnicron Delta Epsilon Honor Society in economics.
The
Board has concluded that Mr. Aryeh is well-qualified to serve on the Board and has the requisite qualifications, skills and perspectives stemming from his experience in the
biotechnology and specialty pharmaceutical sector as a hedge fund manager and serving on the boards of publicly-traded companies. The Board believes that Mr. Aryeh's strategic insight and
in-depth understanding of health care trends and capital markets add significant value to the Board.
Dr. Geoffrey F. Cox, Ph.D. is a Director of QLT (since 2012) and Interim CEO (since October 23, 2014). Dr. Cox has
extensive pharmaceutical and biotechnology experience holding a broad range of senior management and board positions with private and public companies. Dr. Cox remains the Principal of Beacon
Street Advisors LLC (since 2013) which provides corporate, operational and organizational strategic advice and interim management support to life sciences companies, but is working full time
for QLT. Previously, he was a partner with Red Sky Partners LLC, a life sciences consulting firm (from 2011 to 2013). Dr. Cox served as a Director (2000 to 2012) and the Non-Executive
Chairman (2007 to 2012) of Nabi Biopharmaceuticals prior to its merger with Biota in 2012 and continues to serve as a Director of Biota, a public anti-infective drug development company. He also
served as a Director of Gallus Biopharmaceuticals LLC (2011 to 2014), a biologics contract manufacturing and development company, and currently serves as a Director of
Lakewood-Amedex LLC (since 2013), a company developing novel antibiotics and RNA silencing technology. Dr. Cox was Chairman, President and CEO of GTC Biotherapeutics Inc.
(now rEVO Biologics) (2001 to 2010), a company focused on the development of recombinant therapeutic proteins, including proteins for the treatment of rare diseases, using transgenic animal
production technology. Prior to 2001, Dr. Cox was Executive VP, Operations, of Genzyme
20
Table of Contents
Corporation
and later Chairman, President and CEO of Aronex Pharmaceuticals Inc. Dr. Cox is a past Chairman and current member of the Board of the Massachusetts Biotechnology Council. He
previously served on the Board of the Biotechnology Industries Association and as a member of its Health Governing and Emerging Companies Sections. Dr. Cox received a B.Sc. (Hons) in
biochemistry from the University of Birmingham, UK, and a Ph.D. in biochemistry from the University of East Anglia, UK.
The
Board has concluded that Dr. Cox is well-qualified to serve on the Board and has the requisite qualifications, skills and perspectives derived from his extensive leadership
experience in the biopharmaceutical industry, including as a director and executive officer of publicly-traded biotechnology
companies. The Board believes that Dr. Cox's strategic consulting, operations and business development expertise as well as his scientific background bring significant value to
the Board.
Dr. John W. Kozarich, Ph.D. is a Director of QLT (since 2012) and Chairman of the Scientific Review Committee. Dr. Kozarich
has over 35 years of experience in academic and pharmaceutical research. Currently, Dr. Kozarich is also Chairman and President of ActivX Biosciences, Inc. (since 2001), a
wholly-owned subsidiary of the international pharmaceutical company KYORIN Pharmaceutical Co., Ltd.; Director and Chairman of Ligand (since 2003 and 2007, respectively), a public
biotechnology company; a Director of Retrophin, Inc. (since 2015), a public biopharmaceutical company; and a Senior Scientific Advisor to KinDex Therapeutics, Inc. (since 2009), a
privately-held company developing molecules that modulate key metabolic regulatory networks. Dr. Kozarich was previously a Director of Corium International Inc. (2006 to 2015), a public
transdermal drug delivery company.
Dr. Kozarich
is also an adjunct professor of chemical physiology at the Scripps Research Institute and previously held faculty positions at the University of Maryland and Yale
University School of Medicine. He has authored over 150 primary scientific publications. Dr. Kozarich earned his B.S. in chemistry from Boston College (summa cum laude; Phi Beta Kappa),
his Ph.D. in biological chemistry from the Massachusetts Institute of Technology, and was a National Institutes of Health postdoctoral fellow at Harvard University.
The
Board has concluded that Dr. Kozarich is well-qualified to serve on the Board and has the requisite qualifications, skills and perspectives based on his academic achievements
and international experience as an advisor, executive officer and director of biotechnology companies. The Board believes that Dr. Kozarich is well-versed in the challenges of research and
development given his extensive academic and pharmaceutical research and leadership background in the life sciences, and provides the Board with invaluable insight into a broad range of issues that
impact QLT's research and development efforts.
Jeffrey A. Meckler is a Director of QLT (since 2012), Chairman of the Compensation Committee and a member of the Audit and Risk and
Corporate Governance and Nominating Committees. Mr. Meckler has over 20 years of experience in the life sciences sector. Currently, Mr. Meckler is the CEO and a Director of
Cocrystal Pharma, Inc. (since March 2015 and 2014, respectively), a virology focused life sciences company. He is also a Director and the Chairman of Retrophin, Inc. (since
October 2014 and June 2015, respectively), which is a public biopharmaceutical company. Previously, Mr. Meckler was Managing Director of The Andra Group (2009-2015), a life
sciences consulting firm that assists clients with strategic planning and business development. Additionally, Mr. Meckler acted as a Director (2011 to 2012) and Interim-CEO (2011) of Cypress
Bioscience Inc. after its acquisition by Royalty Pharma; a Director of ClearFarma USA (2010 to 2012), a private sustainable food supply research and development company; a Director of Kyalin
Bioscience (2011 to 2012), a private company developing therapies for autistic spectrum disorder acquired by Retrophin, Inc.; an Investment Analyst with Ridgeback Capital Management (2007 to
2009); a Director of Alveolus Inc. (2007 to 2009), a private, coated stent company acquired by Merit Medical; and held a series of positions at Pfizer Inc. in Manufacturing Systems,
Market Research, Business Development, Strategic Planning and Corporate Finance which included playing a significant role in acquisitions and divestitures (1990 to 2007). Mr. Meckler is the
past President and continues to serve on the Board of Children of Bellevue, a non-profit organization focused on advocating and developing pediatric programs at Bellevue Hospital Center (since 2001)
and is past President of the Alumni Board of the Carnegie Mellon Tepper School of Business (2009 2015). Mr. Meckler received a B.S. in Industrial
Management and M.S. in Industrial Administration from Carnegie Mellon University. In addition, Mr. Meckler received a J.D. from Fordham University School of Law.
21
Table of Contents
The
Board has concluded that Mr. Meckler is well-qualified to serve on the Board and has the requisite qualifications, skills and perspectives stemming from his extensive
pharmaceutical and biotechnology industry, consulting and financial background. The Board believes that Mr. Meckler's experience regarding strategic business development, operations and
corporate finance opportunities as well as health care trends bring significant industry-specific insight to the Board.
Dr. Stephen L. Sabba, M.D. is a Director of QLT (since 2012), Chairman of the Audit and Risk Committee and a member of the
Scientific Review and Compensation Committees. Currently, Dr. Sabba is also a Partner and Health Care Portfolio Manager at Knott Partners, LP (since 2006), an investment fund, and a
Director of Ligand (since 2008), a public biotechnology company. Previously, he was a Partner and Director of Research with Kilkenny Capital Management (2001 to 2006), a Chicago-based hedge fund.
Dr. Sabba received his medical degree from the New York University School of Medicine, and completed a residency in internal medicine and a fellowship in gastroenterology at the Veterans
Administration Medical Center in New York City. He earned a Bachelor of Science degree with honors at Cornell University.
The
Board has concluded that Dr. Sabba is well-qualified to serve on the Board and has the requisite qualifications, skills and perspectives based on his capital markets and
financial expertise gained from his experience working in the hedge fund and investment fund industries. The Board believes that Dr. Sabba's deep understanding of the biotechnology industry,
medicine and health care trends adds significant value to the Board.
John C. Thomas, Jr. is a Director of QLT (since 2012) and is a member of QLT's Audit and Risk, Corporate Governance and Nominating and
Compensation Committees. Mr. Thomas has more than 38 years of experience in a variety of financial and accounting positions, with the last 28 years spent in the medical,
pharmaceutical and device fields. Currently, Mr. Thomas also serves as Chief Financial Officer, Secretary and Director of CorMatrix (since 2001), a privately-held medical device company, and as
Chief Financial Officer, Secretary and Director of Motion Reality, Inc. (since 1991), a motion capture and simulation company. Since September 2013, Mr. Thomas has served on the
Board of Medovex Corporation a publicly-traded medical device company (MDVXU). Since 2014, Mr. Thomas has served on the Board of Directors of NantKwest, Inc., a publicly-traded
biotechnology company (NK). In the past ten years, Mr. Thomas served as acting Chief Financial Officer for DemeRx, Inc. (2010 to 2011); as Chief Financial Officer for MRI
Interventions, Inc. (1998 to 2010), MiMedx Group, Inc. (2007 to 2008) and DARA BioSciences (2003 to 2009); and as a director of MRI Interventions, Inc. (2004 to 2011) and DARA
BioSciences (2012). Previously, Mr. Thomas also served as a Trustee and subsequently the Chairman of the Finance Committee of The Walker School, a private Pre-K through 12 grade school
(1999 to 2012). Mr. Thomas is a Certified Public Accountant and graduated from the University of Virginia, McIntire School of Commerce with a Bachelor of Science in Commerce degree
in 1975.
The
Board has concluded that Mr. Thomas is well-qualified to serve on the Board and has the requisite qualifications, skills and perspectives based on his financial and
development stage company expertise and service on the Boards of pharmaceutical and medical device companies. The Board believes that Mr. Thomas'
background and experience serving as Chief Financial Officer of a number of life sciences companies provides him with valuable perspective on financial management, performance and strategy for a
biotechnology company such as QLT.
The
Board also has determined that Mr. Thomas is an "audit committee financial expert" as defined under the rules of the Securities and Exchange Act of
1934, as amended (the "Exchange Act").
Vote Required and Board of Directors' Recommendation
Under the BCBCA, directors are elected by a plurality of the votes cast at the Annual Meeting. This means that the six nominees with
the most votes for election would be elected, subject to the requirements of a majority voting policy (the "Majority Voting Policy") adopted by
the Board, as described below.
The Board unanimously recommends that our shareholders vote "FOR" the election of all six nominees for director.
22
Table of Contents
Majority Voting Policy
The TSX has adopted amendments to its policies which require listed companies to adopt a "majority voting" policy for the election of
directors at uncontested shareholders' meetings. As a result, the Board has now adopted a Majority Voting Policy which requires that any nominee for director for which there are a greater number of
votes "withheld" than votes "for" his or her election will be required to tender his or her resignation as a director of the Company. This policy applies only to uncontested elections, which are
elections in which the number of nominees for election as director is equal to the number of positions available on the Board. If a nominee for director is required under the Majority Voting Policy to
tender his or her resignation, the Board will refer the resignation to the Corporate Governance and Nominating Committee (except in certain circumstances, in which case the entire Board will review
the resignation without reference to the Corporate Governance and Nominating Committee) which will consider the director's resignation and will recommend to the Board whether or not to accept it. The
Corporate Governance and Nominating Committee will generally be expected to recommend accepting the
resignation, except in situations where extraordinary circumstances would warrant the applicable director to continue to serve on the Board. The Board will act on the Corporate Governance and
Nominating Committee's recommendation within 90 days following the certification by the scrutineer of the voting results of the applicable annual meeting and will promptly disclose by press
release its decision whether to accept the director's resignation, including the reasons for rejecting the resignation, if applicable. 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 Corporate Governance and Nominating Committee at which the resignation is considered.
Advance Notice Policy
The Board has adopted an amended and restated advance notice policy which was ratified and approved by shareholders of the Company at
the annual general meeting held on December 15, 2014. The intention of the amended and restated advance notice policy is to facilitate an orderly and efficient annual general or, where the need
arises, special meeting, to ensure that all shareholders receive adequate notice of director nominations and sufficient information with respect to all nominees, and allow shareholders to register an
informed vote having been afforded reasonable time for appropriate deliberation.
Pursuant
to the advance notice policy, any additional director nominations for an annual general meeting must be received by the Company not less than 30 nor more than
65 days prior to the date of the meeting. If no nominations are received by December 8, 2015, being the date which is 30 days prior to the Meeting date, management's nominees for
election as directors set forth below shall be the only nominees eligible to stand for election at the Meeting.
23
Table of Contents
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the common shares in QLT's authorized share structure beneficially owned by (i) each of our
current directors and director nominees, (ii) each of our named executive officers listed in the Summary Compensation Table below, (iii) all of our directors, director nominees and
executive officers as a group, and (iv) all persons known by us to beneficially own more than 5% of our outstanding voting shares. We have determined the beneficial ownership shown on this
table in accordance with the rules of the SEC and the applicable Canadian securities regulators. Under those rules,
shares are considered beneficially owned if held by the person indicated, or if such person, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or
shares the power to vote, to direct the voting of and/or to dispose of or to direct the disposition of such security. Except as otherwise indicated in the accompanying footnotes, beneficial ownership
is shown as of December 1, 2015.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount and Nature of Beneficial
Ownership |
|
Total Beneficial
Ownership |
Name of Beneficial Owner(4)
|
|
Shares
Beneficially
Owned |
|
Shares for Which
Beneficial Ownership
Can Be Acquired Within
60 Days(1) |
|
Number of
Shares(2) |
|
Percent of Class(3) |
Directors |
|
|
|
|
|
|
|
|
|
|
|
Jason M. Aryeh |
|
|
517,078 |
|
|
|
|
|
517,078 |
|
* |
Dr. John W. Kozarich |
|
|
57,000 |
|
|
|
|
|
57,000 |
|
* |
Jeffrey A. Meckler |
|
|
107,000 |
|
|
225,000 |
|
|
332,000 |
|
* |
Dr. Stephen L. Sabba |
|
|
37,000 |
|
|
|
|
|
37,000 |
|
* |
John C. Thomas, Jr. |
|
|
37,000 |
|
|
|
|
|
37,000 |
|
* |
Current Officers |
|
|
|
|
|
|
|
|
|
|
|
W. Glen Ibbott |
|
|
|
|
|
100,000 |
|
|
100,000 |
|
* |
Dr. Geoffrey F. Cox |
|
|
78,500 |
|
|
90,000 |
|
|
168,500 |
|
* |
Former Officers |
|
|
|
|
|
|
|
|
|
|
|
Sukhi Jagpal |
|
|
|
|
|
|
|
|
|
|
* |
Alexander Lussow |
|
|
|
|
|
|
|
|
|
|
* |
All directors, nominees and executive officers as a group (9 persons) |
|
|
833,578 |
|
|
415,000 |
|
|
1,248,578 |
|
2.4% |
5% Shareholders |
|
|
|
|
|
|
|
|
|
|
|
NB Public Equity K/S(5) |
|
|
6,447,626 |
|
|
|
|
|
6,447,626 |
|
12.20% |
Broadfin Capital LLC(6) |
|
|
4,445,527 |
|
|
|
|
|
4,445,527 |
|
8.41% |
BVF PARTNERS L P/IL(7) |
|
|
3,737,446 |
|
|
|
|
|
3,737,446 |
|
7.07% |
Scopia Capital Management LLC(8) |
|
|
3,336,177 |
|
|
|
|
|
3,336,177 |
|
6.32% |
Kingstown Capital Management LP(9) |
|
|
3,000,000 |
|
|
|
|
|
3,000,000 |
|
5.68% |
Ancora Advisors, LLC(10) |
|
|
2,937,862 |
|
|
|
|
|
2,937,862 |
|
5.56% |
- *
- Represents
less than 1%.
- (1)
- Indicates
common shares that may be acquired upon exercise of outstanding stock options that are presently exercisable or will be exercisable within
60 days of December 1, 2015 by the persons named in the table above and by all directors and executive officers as a group, except where otherwise described in the Notes to the
above table.
- (2)
- Excludes
DSUs, which are issued to directors and are payable only in cash. As of December 1, 2015, each of Messrs. Cox, Kozarich, Meckler,
Sabba and Thomas hold 19,861 vested DSUs and Mr. Aryeh holds 39,722 vested DSUs.
- (3)
- Percentage
ownership of QLT common shares is based on 52,829,398 common shares of QLT outstanding on December 1, 2015.
- (4)
- The
information in the table is derived from the System for Electronic Disclosures by Insiders (SEDI).
- (5)
- The
information in the table and this note is derived from a Schedule 13D/A filed by NB Public Equity K/S with the SEC on July 15, 2014. Based
on information contained in the Schedule 13D/A, NB Public Equity K/S, NB Public Equity Komplementar ApS, Cora Madsen and Florian Schönharting (collectively, the
"NB Entities") are deemed beneficial owners of 6,447,626 shares. Each of the NB Entities has shared voting and dispositive power over all shares
they are deemed to beneficially own. The business address of NB Public Equity K/S is Ostergade 24A, 1, DK-1100, Copenhagen K, Denmark.
- (6)
- The
information in the table and this note is derived from a Schedule 13G filed by Broadfin Capital, LLC with the SEC on June 25, 2015
and the Form 13F filed by Broadfin Capital, LLC with the SEC on November 16, 2015. Based on information contained in the Schedule 13G and the Form 13F, Broadfin
Capital, LLC, Broadfin Healthcare Master Fund, Ltd., and Kevin Kotler (collectively, the
24
Table of Contents
"Broadfin Entities") are deemed beneficial owners of 4,445,527 shares. Each of the Broadfin Entities has shared voting and dispositive power over
all shares they are deemed to beneficially own. The business address of Broadfin Capital, LLC is 300 Park Avenue, 25th Floor, New York, New York 10022,
United States of America. As announced by QLT on June 8, 2015, Broadfin Healthcare Master Fund, Ltd. has also agreed to acquire 5,347,594 common shares of QLT pursuant to a
private placement financing and has agreed to participate in the backstop purchase of shares of Aralez Pharmaceuticals plc.
- (7)
- The
information in the table is derived from the Form 13F filed by BVF INC/IL with the SEC on November 16, 2015.
- (8)
- The
information in the table is derived from the Form 13F filed by Scopia Capital Management LP with the SEC on
November 16, 2015.
- (9)
- The
information in the table and this note is derived from the Form 13F filed by Kingstown Capital Management L.P. with the SEC on
November 16, 2015 and the Schedule 13D/A filed by Kingstown Partners Master Ltd., Kingstown Partners II, L.P., Ktown, LP, Kingstown Capital Partners, LLC,
Kingstown Capital Management L.P., Kingstown Management GP LLC, Michael Blitzer and Guy Shannon (collectively, the "Kingstown
Entities") with the SEC on July 9, 2014. Based on information contained in the Schedule 13D/A, Kingstown Partners Master Ltd. beneficially owns
2,488,132 shares, Kingstown Partners II, L.P. beneficially owns 316,212 shares, Ktown, L.P. beneficially owns 445,656 shares, Kingstown Capital Partners, LLC
beneficially owns 3,250,000 shares, and each of Kingstown Capital Management L.P., Kingstown Management GP LLC, Michael Blitzer and Guy Shannon may be deemed to be the
beneficial owner of 3,250,000 shares. Each of the Kingstown Entities has shared voting and dispositive power over all shares they are deemed to beneficially own. The business address of
Kingstown Partners Master Ltd. is c/o Walkers Corporate Services Limited, Walkers House, 87 Mary Street, George Town, Grand Cayman Ky1-9005, Cayman Islands. The business address of each
of the other Kingstown Entities is 100 Park Avenue, 21st Floor, New York City, New York, 10017.
- (10)
- The
information in the table is derived from the Form 13F filed by Ancora Advisors, LLC with the SEC on October 30, 2015.
EXECUTIVE COMPENSATION
Our named executive officers in 2014 are (i) Dr. Geoffrey F. Cox, our Interim Chief Executive Officer, (ii) Sukhi
Jagpal, our former Chief Financial Officer, (iii) Alexander Lussow, our former Senior Vice President, Business Development and Commercial Operations, and
(iv) Jeffrey A. Meckler, former Chairman of the ETC.
Compensation Discussion and Analysis for the Fiscal Year Ended December 31, 2014
On July 9, 2012, as a result of a comprehensive business and portfolio review by the Board, QLT announced a new corporate
strategy and plans to restructure its operations in order to concentrate its resources on the clinical development programs related to its synthetic retinoid, QLT091001, for the treatment of certain
inherited retinal diseases. In connection with the strategic restructuring of QLT, over the course of 2012 and 2013, QLT completed the sale of its Visudyne® business to Valeant
Pharmaceuticals International, Inc. and the sale of its punctal plug drug delivery system to Mati Therapeutics Inc., and, as a result, significantly reduced its workforce by
approximately 180 employees.
In
connection with the restructuring and following the departure of QLT's former President and Chief Executive Officer, the QLT Board of Directors formed the ETC to perform the function
of the Chief Executive Officer on an interim basis while the QLT Board of Directors determined the resources and management necessary to pursue QLT's new strategy.
On
October 23, 2014, Dr. Geoffrey F. Cox was appointed as Interim Chief Executive Officer, and the ETC was disbanded. During 2014, the ETC was comprised of
Jeffrey A. Meckler and Dr. John Kozarich, with Jeffrey A. Meckler serving as Chairman. While Mr. Meckler was never employed as an officer or employee, nor was
he compensated other than as a director, the Board considered him to be the Principal Executive Officer of QLT for the period January 1, 2014 to October 22, 2014 and he is therefore
included in the compensation disclosure below.
The
Compensation Committee administers the compensation policies and programs for QLT's named executive officers. A summary discussion of the 2014 named executive officer compensation
actions taken by the Compensation Committee follows in this Compensation Discussion and Analysis report.
At
QLT's 2014 annual general meeting ("AGM"), its shareholders approved, in a non-binding advisory vote, the 2013 compensation of QLT's
named executive officers as disclosed in QLT's proxy statement for its 2014 AGM. The Compensation Committee considered this advisory vote and will consider the advisory vote on the 2014 compensation
in determining the compensation of our named executive officers for 2015 and will consider future shareholder advisory votes in setting future executive compensation
(see "QLT Proposal 4: Advisory Vote on the Compensation of QLT's Named Executive Officers for 2015 ("Say-on-Pay
Vote").
25
Table of Contents
Objectives of Our Compensation Program
The Compensation Committee evaluates and sets executive compensation consistent with our stated philosophy to provide a compensation
package that attracts, retains and motivates executives and rewards business successes that have the potential to increase shareholder value. More specifically, the Compensation Committee
seeks to:
-
- provide a total compensation program that is competitive with other companies in the pharmaceutical and biotechnology
industries with which we compete for executive talent;
-
- place a significant portion of executive compensation at risk by linking cash incentive compensation to the achievement of
pre-established corporate financial and operational performance objectives and other individual key objectives within the executive's area of responsibility and by using equity as a key component of
our compensation program;
-
- provide long-term incentive compensation that focuses executives' efforts on building shareholder value by aligning their
interests with those of our shareholders; and
-
- promote stability and retention of our management team.
Consistent
with our performance-based philosophy, a significant portion of potential compensation is based upon performance-and equity-based programs. These programs include awards that
are based on our operational and financial performance and provide compensation in the form of cash, and equity-based incentive awards that are tied to both our short-term and long-term performance
and achievement of goals. The performance-based bonus program rewards short-term performance; while our equity awards, coupled with our stock ownership guidelines, reward long-term performance and
align the interests of management with those of our shareholders.
Compensation Governance and Advisors
We are committed to having strong governance standards with respect to our compensation programs, procedures and practices. The
Compensation Committee has, among other things, retained Radford, an independent compensation consultant, which reports directly to the Compensation Committee. Our Compensation Committee has assessed
the independence of Radford and has concluded that no conflict of interest exists with respect to the services that Radford performs for our Compensation Committee. Radford did not provide any
services to the Company other than with respect to the services provided to the Compensation Committee as described below. Radford also informed the Compensation Committee that it was not aware of any
conflict of interest with respect to the services that it provides to our Compensation Committee and the services that it provides to other clients.
Compensation Philosophy
We are engaged in a highly specialized and competitive industry. Success in this environment requires talented and motivated
executives. The goal of our named executive officer compensation program is to attract, retain and motivate executives and reward business successes that have the potential to increase shareholder
value. The Compensation Committee, which is composed of independent members of the Board, is responsible for implementing our executive compensation program and establishing corporate performance
objectives and reviewing individual performance objectives that reward our named executive officers when those objectives are met. In considering executive compensation, the Compensation Committee
strives to ensure that our total compensation program is competitive within the industry in which we operate, supports our overall strategy and objectives, reflects both risk and reward for our named
executive officers and aligns our executive officers' interests with those of our shareholders. The combination of base salary, annual incentives and long-term incentives that we provide to our named
executive officers is designed to accomplish this.
The
Compensation Committee obtains information from a number of sources, including North American surveys and reports on executive compensation in the biotechnology industry, as well as
internally generated reports of executive compensation practices of a sub-group of biotechnology companies of similar size and market capitalization. To assist with its evaluation of executive
compensation, the Compensation Committee has
26
Table of Contents
the
authority to retain independent compensation consultants. The Compensation Committee has engaged Radford to provide director and executive compensation assessments and recommendations to the
Compensation Committee. Radford provides data on the compensation and relative performance of peer companies, provides opinions on the degree to which our compensation arrangements are consistent with
market practices and our objectives, consults on other compensation matters as needed and, if applicable, recommends compensation guidelines and provides suggestions on program designs. Additionally,
a representative from Radford attends Compensation Committee meetings when requested by the Compensation Committee.
Components of the Compensation Package
The Compensation Committee supports the core principle that there should be both consequences for underperformance and incentives for
outstanding performance. This is achieved through the design of a compensation program in which both fixed and variable components comprise the "pay mix" for each executive officer.
There
are three major elements to our executive compensation:
-
- Base salary;
-
- Variable performance-based compensation, consisting of annual cash bonuses based on an assessment of individual and
corporate performance to pre-set goals and objectives; and
-
- Long-term incentives, consisting of annual grants of long-term stock options.
In
addition, our executives are eligible to participate in the benefit plans generally available to all of our employees (as described in "Health and Life
Benefits" below).
The
Interim CEO is paid in a combination of Canadian and U.S. dollars and our other executive officers are paid in Canadian dollars. For reporting purposes only, all compensation
is set out below in U.S. dollars.
Determining Compensation
Compensation Consultant and Peer Group. In April 2014, the Compensation Committee engaged Radford to assist our Compensation
Committee in
establishing 2014 executive compensation that was competitive and consistent with best practices. In establishing executive officer base salaries for 2014, the Compensation Committee considered
non-comparator group market data provided by Radford and other factors consistent with QLT's compensation philosophy. Due to the lack of current proxy data at the time, the Compensation Committee
determined that it was impractical to update the peer group used by QLT in 2013, notwithstanding the fact that QLT's market capitalization had decreased significantly upon completion of a special cash
distribution to shareholders in the amount of $200.0 million in June 2013 and the 2013 peer group was no longer relevant. The following 14 public biotechnology companies located
in North America comprised our 2013 peer group and were then considered comparable to QLT based on size (less than
100 employees), market capitalization (generally between $200 million and $1 billion), and stage of product pipeline (phase II/III companies conducting late stage clinical
trials):
|
|
|
Canadian Peer Company
|
|
U.S. Peer Companies
|
Nymox Pharmaceutical |
|
Achillion Pharmaceuticals
ChemoCentryx
Clovis Oncology
Keryx Biopharmaceuticals
Neurocrine Biosciences
NewLink Genetics
Osiris Therapeutics
Sangamo BioSciences
Sarepta Therapeutics
Sunesis Pharmaceuticals
Threshold Pharmaceuticals
Trius Therapeutics
ZIOPHARM Oncology |
27
Table of Contents
In connection with the appointment of Dr. Geoffrey Cox to Interim CEO in October 2014, the Compensation Committee engaged Radford to provide market
data and assist in determining compensation for Dr. Cox that was competitive and consistent with best practices. Due to the short term nature of Dr. Cox's role as Interim CEO, the
Compensation Committee did not request Radford to provide a formal report to the Compensation Committee or update QLT's peer group at that time.
In
November 2014, the Compensation Committee requested that Radford update QLT's peer group. The following 19 public companies located in North America comprised our 2014
peer group and were considered comparable to QLT based on size (less than 100 employees), market capitalization (generally between $100 and $600 million), and stage of product pipelines
(phase I/II development stage companies):
|
|
|
Canadian Peer Company
|
|
U.S. Peer Companies
|
Aurinia Pharmaceuticals
Nymox Pharmaceutical |
|
ChemoCentryx
Conatus Pharmaceuticals
Eleven Biotherapeutics
Endocyte
Fibrocell Science
Five Prime Therapeutics
Geron
Idera Pharmaceuticals
Mirati Therapeutics
Ocata Therapeutics
Regulus Therapeutics
Sangamo BioSciences
Sarepta Therapeutics
Sunesis Pharmaceuticals
Threshold Pharmaceuticals
Transition Therapeutics
ZIOPHARM Oncology |
Base Salary
Annual base salary is designed to provide a competitive fixed rate of pay recognizing different levels of responsibility and
performance within QLT. Actual salaries reflect the Compensation Committee's consideration of numerous factors, including the individual named executive officer's experience, length of service,
position criticality, scope of responsibilities and performance. In determining whether to increase the base salary for a particular executive officer, the Compensation Committee considers a variety
of factors, including the results of each executive officer's individual goal achievement and overall performance, comparative survey data, along with the other elements of compensation received by
our executive officers
Annual Cash Incentive Compensation
The Compensation Committee's compensation philosophy for 2014 (other than with respect to Dr. Cox when he became Interim CEO in
October 2014) included a pay-at-risk component under the annual cash incentive compensation program. The annual cash incentive award represents income at
risk it is only paid if and to the extent certain goals and objectives are met. The annual cash incentive compensation award that each executive officer is
eligible to receive is based on a pre-determined target percentage of his or her base salary, determined in accordance with market data and taking into account scope and level of responsibility. The
Compensation Committee also believes that the success of QLT is based, in part, on the achievements of the executive officers as a group and, therefore, the target annual award percentage is
determined by considering competitive rates of incentive compensation for the executive officers as a group and not just on a position-specific basis.
When
combined with base salaries, cash incentive awards are intended to provide the opportunity for an executive officer to achieve total cash compensation, when targeted levels of
performance are achieved or exceeded, that is competitive with total compensation paid by other companies that have similar profiles and circumstances. QLT defines "total cash compensation" as base
salary plus annual target bonus under its annual cash incentive compensation program. The Compensation Committee believes that, given the competitive
28
Table of Contents
industry,
this pay-for-performance compensation strategy allows a biotechnology company of QLT's position and size to competitively attract and retain talented executives while aligning the strategic
interests of its executives and shareholders.
The
amount of annual cash incentive compensation that our executive officers were eligible to receive for 2014 was as follows:
|
|
|
|
|
|
|
|
|
|
Level
|
|
Target Bonus
(as a % of base salary)
|
|
Range of Possible
Bonus Payment
(as a % of base salary)
|
|
Weighting between
Corporate and
Individual Goals
|
|
Sukhi Jagpal, Former Chief Financial Officer |
|
|
35% |
|
|
0 44% |
|
75% Corporate / 25% Individual |
|
Alexander Lussow, Former Senior Vice President Business Development and Commercial Operations |
|
|
50% |
|
|
0 63% |
|
75% Corporate / 25% Individual |
|
For 2013 and previous years, executive officers with individual goals could attain between 0% and 200% of their individual goals depending on
their performance. However, the Compensation Committee had the ability and discretion to recognize additional factors and award bonuses outside of this range. Similarly, executive officers with
corporate goals could attain between 0% and 200% of a corporate goal depending on the extent to which the goal was achieved. For 2014, the Board, following the recommendation of the Compensation
Committee, determined that executive officers could generally attain between 0% and 100% of corporate and individual goals depending on their performance, with the potential to attain up to 125% under
exceptional circumstances.
Annual Cash Compensation Review
In reviewing the annual compensation of Mr. Jagpal, QLT's former Chief Financial Officer, in April 2014, Radford provided
the Compensation Committee with comparative data for pre-commercial organizations with less than 150 employees and a market capitalization below $600 million. As Dr. Lussow, QLT's
former Senior Vice-President, Business Development and Commercial Operations, was expected to leave the organization in early 2014, the Compensation Committee did not request Radford to review his
compensation.
Based
on Radford's review, the Compensation Committee determined that Mr. Jagpal's base salary of C$250,000 (USD$226,388) and target annual award percentage of 35% were below the
25th percentile and at the 50th percentile of the survey data, respectively. For 2014, Mr. Jagpal's base salary remained unchanged at C$250,000, however, he was granted a
retention bonus of C$100,000 on July 17, 2014 payable on the later of 90 days following the completion of the proposed merger with Auxilium Pharmaceuticals, Inc. or
February 28, 2015. For more information, refer to the Employment Agreements, Post-Employment Compensation and Change in Control
Arrangements Employment Agreement with Sukhi Jagpal section below.
Establishing Goals
Individual Goals. Each year, the criteria for assessing an individual named executive officer's performance are developed and
reviewed by the
Compensation Committee in consultation with the particular named executive officer. The individual goals are primarily objective and measurable, relate to the individual named executive officer's area
of responsibility and are designed to facilitate the achievement of our corporate goals.
Corporate Goals. Each year, the criteria for assessing QLT's performance are: (i) developed by the Compensation Committee,
(ii) approved by the Board, and (iii) communicated to the participants. In early 2014, on the recommendation of the Compensation Committee, the Board approved specific corporate goals
for QLT to achieve. QLT's corporate goals are described below and are weighted from 0-100% in relative allocation. For 2013 and previous years, however, the Compensation Committee had the discretion
to recognize additional factors and achievements that it considered appropriate and assess QLT's corporate goal achievement up to a maximum 200%. As noted above, for 2014, the Board, following the
recommendation of the Compensation Committee, determined that executive officers could generally attain between 0% and 100% of corporate and
29
Table of Contents
individual
goals depending on their performance, with the potential to attain up to 125% under exceptional circumstances.
The
following is a description of the 2014 corporate goals:
-
- Enhancing Shareholder Value: Complete a review of
strategic alternatives, and if any such alternatives are approved by the Board of Directors and/or shareholders, as applicable, complete any related transaction.
-
- Synthetic Retinoid Program: Achieve specific milestones
related to the regulatory and clinical development progress for the synthetic retinoid program, including: (i) the initiation of a pivotal trial for the treatment of Inherited Retinal Diseases
such as Leber Congenital Amaurosis ("LCA") and Retinitis Pigmentosa ("RP"), (ii) launching a patient registry for an orphan drug program, (iii) completion of a Phase IIa
proof-of-concept clinical trial for patients with Impaired Dark Adaptation ("IDA") with positive results, and (iv) completion of a licensing or collaboration transaction.
-
- Operational Activities: Enhance operating efficiencies
based on organizational needs to enable achievement of 2014 operational objectives and resolve certain issues pertaining to the QCELLUS laser to facilitate the collection of the milestone payment
owing from Valeant related to the receipt of the premarket approval application ("PMA") supplement for the QCELLUS laser from the U.S. Food and Drug Administration ("FDA") on
September 26, 2013 (the "Laser Earn-Out Payment").
Evaluating Goal Achievement
The Compensation Committee determines performance bonuses based on the results achieved as compared to targets established for a
particular fiscal year. The Compensation Committee has the discretion to award bonuses that correspond to that level of achievement, or to modify the award payable if it believes a modification would
be in the best interests of QLT and its shareholders. In performing its assessment, the Compensation Committee may also consider market, business or organizational factors that may have impacted
achievement of a specific goal.
Achievement of Corporate Goals
In early 2015, the Compensation Committee considered the performance of QLT relative to the corporate objectives set in early 2014.
Based on the assessment of QLT's performance and achievements against the corporate goals, the Compensation Committee determined that QLT achieved 73.4% of its 2014 corporate objectives. The following
chart illustrates the weighting and level of achievement of each of the 2014 corporate goals:
|
|
|
|
|
|
|
|
Goal
|
|
Weighting
|
|
Achievement
|
|
Enhancing Shareholder Value |
|
|
50% |
|
|
90% |
|
Synthetic Retinoid Program |
|
|
40% |
|
|
64% |
|
Operational Activities |
|
|
10% |
|
|
28% |
|
In evaluating QLT's performance against its goals established for 2014, and determining the extent to which those goals were successfully
achieved, the Compensation Committee considered the following factors:
-
- Enhancing Shareholder
Value: In June 2014, QLT entered into an Agreement and Plan of Merger (the "Auxilium Merger
Agreement") among QLT, Auxilium Pharmaceuticals, Inc., a Delaware corporation ("Auxilium"), QLT Holding Corp., a Delaware
corporation and a wholly owned subsidiary of QLT ("HoldCo"), and QLT Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of HoldCo
("AcquireCo"). The Auxilium Merger Agreement contemplated a business combination, through a stock transaction, whereby AcquireCo would be merged with
and into Auxilium and Auxilium would continue as the surviving corporation (the "Auxilium Merger"). On the date of the closing of the Auxilium
Merger, Auxilium would have become an indirect wholly owned subsidiary of QLT (the "Combined Company") and Auxilium stockholders would have
received common shares representing approximately 76% of the Combined Company, subject to certain adjustments.
30
Table of Contents
On
October 8, 2014, the Auxilium Merger Agreement terminated after Auxilium delivered a notice of termination to QLT informing QLT that Auxilium's board of directors had reviewed an offer from
Endo International plc to acquire all of the issued and outstanding shares of Auxilium (the "Endo Proposal") and, after consulting with
its financial advisors and external legal counsel, determined that the Endo Proposal was superior to the proposed merger with QLT. Due to this change in recommendation by Auxilium's board of directors
and in accordance with the termination provisions of the Auxilium Merger Agreement, on
October 9, 2014, Auxilium paid QLT a termination fee of $28.4 million (the "Termination Fee"). On October 22, 2014, pursuant
to the terms of our financial advisory services agreement with Credit Suisse, QLT paid Credit Suisse a fee of $5.7 million in connection with the termination of the Auxilium Merger Agreement.
The financial advisory services agreement with Credit Suisse was subsequently terminated.
The
Compensation Committee assigned 50% of the 2014 corporate goals to the Enhancing Shareholder Value goal. In determining the extent to which management had met this goal, the
Compensation Committee acknowledged the extensive efforts undertaken by management to complete a review of strategic transactions, which ultimately resulted in the signing of the Merger Agreement. The
Compensation Committee also noted that the termination of the Merger with Auxilium resulted from the Endo Proposal, an event beyond management's control, and consequently determined that, in
recognition of management's efforts towards the transaction, QLT achieved 45% out of the targeted 50% with respect to this goal.
-
- Synthetic Retinoid
Program: The following principal clinical and regulatory development objectives to advance QLT's synthetic retinoid program were
achieved in 2014:
-
- met with the FDA and EMA, including an end-of-phase II meeting with the FDA, in order to progress
QLT091001 for the treatment of certain inherited retinal diseases toward pivotal trials;
-
- prepared to launch a central patient registry to identify and characterize patient status and then follow disease
progression to track the natural history of the disease;
-
- completed the Phase IIa proof-of-concept study of QLT091001 for the treatment of Impaired Dark Adaptation.
The
Compensation Committee assigned 40% to the Synthetic Retinoid Program goal. Despite our efforts to advance the program noted above, we did not complete a licensing or collaboration
transaction or initiate a pivotal trial of QLT091001 for the treatment of inherited retinal disease in 2014. As a result, the Compensation Committee determined that we achieved 25.6% out of the
targeted 40% with respect to this goal.
-
- Operational
Activities: The following principal transitional and restructuring objectives were achieved in 2014:
-
- reviewed organizational needs to enhance operational efficiencies.
The
Compensation Committee assigned 10% to the Operational Activities goal. Given that we did not favorably resolve issues pertaining to the QCELLUS laser or collect the Laser Earn-Out
Payment, the Compensation Committee determined that we achieved 2.8% out of the targeted 10% with respect to this goal.
Achievement of Individual Goals and Total Cash Incentive Compensation
The extent to which individual goals have been achieved or exceeded is determined largely from the annual performance recommendations
for each of the other named executive officers prepared by the Interim CEO, and approved by the Compensation Committee.
Chief Financial Officer. In 2014, individual goals were established for Mr. Jagpal, including goals related to (i) supporting
potential
strategic activities and (ii) effectively managing financial reporting and internal controls. Consistent with the severance terms of his employment agreement, Mr. Jagpal was assessed as
having met but not exceeded each of these goals, to achieve, overall by percentage, 100% of his individual goals for 2014. Based upon the achievement of the corporate goals and his individual goals,
and the relative weighting between them, Mr. Jagpal was awarded a cash incentive compensation amount for 2014 equal to C$85,148 (US$77,106), which represented approximately 34% of his base
salary for 2014.
31
Table of Contents
Senior Vice President, Business Development and Commercial Operations. In 2014, individual goals were established for Dr. Lussow,
including
goals related to coordinating internal support efforts on certain strategic matters and collection of the Laser Earn-Out Milestone payment. Effective May 31, 2014, Dr. Lussow's
employment with QLT was terminated and he was entitled to the following cash incentive compensation payments under the terms of his June 30, 2006 Change of Control
Agreement:
-
- Upon termination, Dr. Lussow received a lump-sum payment of C$66,757 (US$64,813) pertaining to his 2014 bonus
amount payable under QLT's cash incentive compensation plan for the 2014 performance period. The payment was calculated as if all corporate and individual goals were achieved but not exceeded
(pro-rated for actual months worked by Dr. Lussow during the 2014 calendar year).
-
- Upon termination, Dr. Lussow received a lump-sum payment of C$240,325 (US$217,626), which represents an
18 month bonus entitlement following his termination date (calculated at the maximum cash incentive compensation entitlement that would otherwise have been paid during the severance period as
if all corporate and individual goals for that year have been achieved but not exceeded).
Equity Awards
Equity compensation represents a significant portion of named executive officer total compensation at QLT. The amount and type of
equity awards are intended to align QLT's named executive officers' interests with shareholder interests by increasing named executive officer compensation through sustained increases in the value of
QLT's common shares. These equity-based awards also serve as a retention incentive. In setting the equity compensation levels of the named executive officers, the Compensation Committee considers
numerous factors, including market data, the prior grants of stock options to the named executive officer, the level of responsibility and expected future contributions of the named executive officer,
the performance of the named executive officer in the year, the total cash compensation level of the named executive officer, the fair value of long-term incentives awarded to executives in similar
positions in a comparator group, and the ability of stock options to retain named executive officers.
QLT
currently maintains one equity compensation plan, the 2000 Plan, which provides for the issuance of stock options to directors, officers, employees and key consultants of QLT and its
affiliates. Option grants are meant to directly link executive compensation to value creation for shareholders, and the amount (if any) each executive ultimately realizes from the options
depends solely on the increase in value of common shares from the date of grant through the date of exercise. The 2000 Plan also provides for the issuance of RSUs.
The
2000 Plan is administered by the Compensation Committee. The Compensation Committee or the Board of Directors (upon the recommendation of the Compensation Committee) is authorized to
grant equity awards. Generally, except in the case of awards for new hires and specific circumstances described below, equity awards are decided once a year at a regularly scheduled meeting. With
respect to certain new hires, the Interim CEO has limited authority to make a limited number of awards to new hires consistent
with guidelines specified by the Board of Directors. Under the 2000 Plan, awards are deemed to be granted on the date that the Compensation Committee or the Board of Directors, as applicable,
authorizes the grant or such later date as may be determined by the Compensation Committee or the Board of Directors, as applicable, at the time that the grant is authorized. All awards are granted
after the market close on the date of grant and the exercise price of stock options will not be less than the closing price on the TSX on the date of grant. RSUs may be granted pursuant to the 2000
Plan with no consideration from the participant. RSUs are generally subject to vesting conditions, including continued employment. The Board of Directors did not grant any RSUs to employees
during 2014.
Except
as described below, all currently outstanding options granted to QLT's named executive officers are exercisable for a term of ten years and vest in 36 equal monthly
installments. In QLT's view, monthly vesting over three years facilitates retention while also providing a program that is consistent with market practices to attract and retain talent. In addition,
in the event of a change of control, the Board of Directors may, in its discretion, accelerate the vesting of all or a portion of any unvested options. These terms provide executives with certain
financial incentives that enhance QLT's ability to attract and retain key employees.
32
Table of Contents
With
the exception of new hires, the Board of Directors typically grants stock options to its executive officers annually, following each annual general meeting of shareholders. Upon his
appointment to Interim CEO, Dr. Geoffrey Cox was awarded, upon recommendation by the Compensation Committee, 150,000 stock options. Unlike other options granted to QLT's executive
officers, these options vest in six monthly installments beginning on the first monthly anniversary of the date of grant and will expire, if unexercised, on the 90th day after the cessation of
his service as an employee or director of QLT.
In
December 2014, the Board of Directors, upon the recommendation of the Compensation Committee and following consultation with Radford, approved stock option grants to most of
QLT's employees to enhance motivation and retention in light of QLT's reduced size, streamlined operations and termination of the Merger Agreement by Auxilium. Mr. Jagpal was not granted
options given that he tendered his resignation on November 26, 2014.
Principal Executive Officer
Mr. Meckler was the Chairman of the ETC from February 16, 2013 to October 22, 2014. No goals were set for
Mr. Meckler and he was not awarded a bonus in connection with his role as Chairman of the ETC. It is the Board's view that Mr. Meckler has been, since his initial appointment to the
Board on June 4, 2012, an "independent" member of the Board and does not consider Mr. Meckler to have been an executive officer of QLT as a result of his role as Chairman of the ETC.
However, the designation of Mr. Meckler as "Principal Executive Officer" of QLT for compensation reporting purposes from January 1, 2014 to October 22, 2014, the period in which
he served as Chairman of the ETC, may create
the appearance that Mr. Meckler served as an executive officer on behalf of QLT during such time. The inclusion of Mr. Meckler as a named executive officer is not intended to imply that
he was at any time an executive officer of QLT, and should not be construed as such. Effective October 23, 2014, Dr. Geoffrey Cox assumed the position of "Principal Executive Officer"
upon his appointment to Interim CEO. For additional information refer to the Independence of Directors section below.
Minimum Guidelines for Executive Officers
To further align our executives' financial interests with those of our shareholders, the Board, on the recommendation of the
Compensation Committee, has approved share ownership guidelines for executive officers, encouraging share ownership as follows within five years after the latest of: (i) September, 2009
(the date of the implementation of the share ownership guidelines by the Board); (ii) the date the executive officer is hired; and (iii) the date the executive officer assumes a
new position as an executive officer:
-
- Chief Executive Officer: an amount equal to 1.5 times the CEO's annual base salary; and
-
- Other named executive officers: an amount equal to 0.5 times the named executive officer's annual
base salary.
The
value of QLT "in-the-money" vested stock options held by the executive is counted towards fulfilling the share ownership guidelines. The value of the shares owned for the purposes of
fulfilling the share ownership guidelines is determined as the greater of the acquisition cost or the market value at the time of the determination. Compliance with the share ownership guidelines is
evaluated on an annual basis by the Corporate Governance and Nominating Committee. These guidelines were not applied to Mr. Meckler as the former Chairman of the ETC. Assuming that
Dr. Cox serves as Interim CEO for a short term period until the appointment of a permanent Chief Executive Officer, he will not be required to fulfill the share ownership guidelines set for the
Chief Executive Officer. Given Mr. Jagpal's appointment as an executive officer in 2013 and his departure in early 2015, he was not required to meet the guidelines.
Health and Life Benefits
Our named executive officers receive medical, dental, life insurance and other benefits generally made available to all of
our employees.
33
Table of Contents
Registered Retirement Savings Plan (RRSP) Matching Program
Our named executive officers resident in Canada are eligible, along with all other QLT employees resident in Canada, to participate in
our registered retirement savings plan ("RRSP") matching program. Under this program, we match the amount contributed by the named executive officer
into his or her RRSP annually (or into QLT's group RRSP Plan) up to 50% of the annual maximum amount allowable by the Canada Revenue Agency, less any applicable tax withholdings.
Tax and Accounting Consideration
The Board and the Compensation Committee generally consider the financial accounting and tax implications of their named executive
officer compensation decisions. While QLT is not generally subject to tax in the United States, when applicable, the Compensation Committee and the Board will consider the potential future
effects of Section 162(m) of the Internal Revenue Code on the compensation paid to our named executive officers. Section 162(m) disallows a tax deduction for any publicly-held
corporation for individual compensation exceeding $1.0 million in any taxable year for the CEO and each of the other named executive officers (other than the Chief Financial Officer), unless
compensation is performance-based. The Compensation Committee, where it determines that Section 162(m) is applicable and it is reasonably practicable, will seek to qualify the variable
compensation paid to our named executive officers for an exemption from the deductibility limitations of Section 162(m).
Compensation of Executive Officers
The Interim CEO is paid in a combination of Canadian and U.S. dollars and our other executive officers are paid in Canadian
dollars. For reporting purposes only, all compensation is set out below in U.S. dollars.
2014 Summary Compensation Table
The following table summarizes total compensation for the 2014, 2013, and 2012 fiscal years earned by QLT's named executive officers.
As discussed elsewhere in this Proxy Statement, Mr. Meckler, as Chairman of the ETC from February 16, 2013 through October 23, 2014, is included in this table because the ETC
served the function of QLT's CEO during such time. Because of this and solely for the reason of providing QLT's shareholders with comprehensive disclosure in accordance with principles of transparency
and good corporate governance, QLT has included Mr. Meckler as a named executive officer in the following tables. Mr. Meckler was not employed by QLT, nor compensated by QLT, other than
as a director.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Principal Position |
|
Year |
|
Salary(4) |
|
Stock
Awards(5) |
|
Option
Awards(8) |
|
Non-Equity
Incentive Plan
Compensation |
|
All Other
Compensation |
|
Total |
|
Jeffrey A. Meckler |
|
Former Chairman Executive Transition Committee and Principal Executive Officer(1) |
|
|
2014
2013 |
|
|
|
|
$ $ |
22,168
74,932 |
(6) (7) |
$ $ |
20,601
583,495 |
|
|
|
|
$ $ |
456,159
364,100 |
(9) (9) |
$ $ |
498,928
1,022,527 |
|
Dr. Geoffrey F. Cox |
|
Interim Chief Executive Officer and Principal Executive Officer(2) |
|
|
2014 |
|
$ |
94,398 |
|
|
|
|
$ |
287,965 |
|
|
|
|
$ |
92,899 |
(9) |
$ |
475,262 |
|
Sukhi Jagpal |
|
Chief Financial Officer and Principal Financial and Accounting Officer(3) |
|
|
2014
2013
2012 |
|
$ $ $ |
226,388
233,844
182,922 |
|
|
|
|
$ $ |
211,650
25,108 |
|
$ $ $ |
77,106
90,049
66,205 |
|
$ $ $ |
26,372
18,919
31,867 |
(10) (11) (12) |
$ $ $ |
329,866
554,462
306,102 |
|
Alexander Lussow |
|
Senior VP, Business Development and Commercial Operations |
|
|
2014
2013
2012 |
|
$ $ $ |
120,904
311,100
320,593 |
|
|
|
|
$
|
247,573
|
|
$ $ $ |
60,452
160,508
180,334 |
|
$ $ $ |
796,160
11,563
90,064 |
(13) (14) (15) |
$ $ $ |
977,516
730,744
590,991 |
|
- *
- Note:
Where amounts shown were paid or priced in Canadian dollars, amounts set out in the Summary Compensation Table reflect the U.S. dollar equivalent
of those amounts, converted using an average of noon buying rates published by the Federal Reserve Bank of New York, for each respective year as follows:
2014 US$1.00 = C$1.1043; 2013 US$1.00 = C$1.0300 and
2012 US$1.00 = C$0.9995.
34
Table of Contents
- (1)
- Mr. Meckler
served as Chairman of the ETC from February 16, 2013 until October 22, 2014. The ETC was disbanded on
October 23, 2014.
- (2)
- Mr. Cox
was appointed Interim CEO on October 23, 2014.
- (3)
- Mr. Jagpal
was appointed Interim CFO on July 20, 2012 and CFO on February 27, 2013. His employment with QLT terminated on
January 26, 2015 following his resignation.
- (4)
- Annual
salaries were paid in Canadian dollars but are stated here in U.S. dollars for reporting purposes only. Dr. Cox's 2014 base salary
amount reflects the amount that he was paid from October 23, 2014, the date of his appointment to Interim CEO, to December 31, 2014. Dr. Lussow's 2014 base salary amount
represents base salary paid to him prior to his May 31, 2014 termination date. The year over year declines in Dr. Lussow's annual base salary is due in part to the change in the Canadian
to U.S. dollar exchange rates. Following Mr. Jagpal's appointment to Chief Financial Officer on February 27, 2013, the QLT Board of Directors increased his annual base salary from
C$192,500 to C$250,000. The year over year declines in Mr. Jagpal's annual base salary are due in part to the change in the Canadian to U.S. dollar exchange rates.
- (5)
- Stock
awards consist of Deferred Share Units ("DSUs") and RSUs. DSUs vest in 36 successive and equal monthly installments beginning on the first day
of the first month after the grant date. A vested DSU can only be settled by conversion to cash and is automatically converted after a director ceases to be a member of the Board of Directors unless
the director is removed for just cause. RSUs vest in 3 successive and equal annual installments on the date of each of the first 3 annual general meetings held after the date of grant.
Upon vesting, each RSU represents the right to receive one common share of QLT. In accordance with ASC Topic 718, RSUs and DSUs are reflected at fair value. The fair value of RSUs is measured based on
the closing price of QLT's shares on the TSX on the date of grant. In accordance with the DDSU Plan, the fair value of DSUs is measured based on the closing price of QLT's shares on the TSX on the
trading day immediately preceding the date of grant. For a discussion of the assumptions used in the valuation of the stock awards granted in each respective year, refer to QLT's Form 10-K
under Note 9 to the Consolidated Financial Statements for 2014.
- (6)
- On
December 17, 2014, Mr. Meckler was granted 6,000 RSUs for his service as a member of the Board of Directors. No DSUs were granted to
Mr. Meckler in 2014. The estimated fair value of each RSU as at the grant date was C$4.08 (US$3.69), which represents the closing price of QLT's shares on the TSX on December 17, 2014
(see footnote 5 above for a description of the applicable fair value measurements).
- (7)
- On
July 15, 2013, Mr. Meckler was granted 11,000 DSUs and 6,000 RSUs for his service as a member of the Board of Directors. The
estimated fair value of each DSU and RSU as at the grant date was C$4.54 (US$4.41), which represents the closing price of QLT's shares on the TSX on July 14, 2013 and July 15, 2013,
respectively (see footnote 5 above for a description of the applicable fair value measurements).
- (8)
- Represents
the grant date fair value of options granted calculated using the Black Scholes option pricing model, in accordance with ASC Topic 718 for
share based payment transactions. For a discussion of the assumptions used in the valuation of the options granted in each respective year, refer to QLT's Form 10-K under Note 9
to the Consolidated Financial Statements for 2014.
- (9)
- Represents
director fees earned or paid in cash in 2014. For a breakdown of these director fees, see the Directors
Compensation section below.
- (10)
- Amount
reported consists of (i) contribution matching under QLT's RRSP matching program of $10,989 and (ii) 2014 accrued vacation of $15,383,
which was paid to Mr. Jagpal on January 30, 2015. For more detailed information on Mr. Japgal's severance and termination benefits, which were paid to him on January 30,
2015 in connection with his resignation, refer to the Employment Agreement with Sukhi Jagpal section below.
- (11)
- Amount
reported consists of (i) contribution matching under QLT's RRSP matching program of $11,563 and (ii) a payment of $7,356 for accrued
vacation.
- (12)
- Amount
reported consists of (i) contribution matching under QLT's RRSP matching program of $11,491 and (ii) the value of the acceleration of
vesting of all of Mr. Jagpal's stock options due to the change in control resulting from the election of the QLT Board of Directors at the 2012 annual general meeting, which was $20,377.
- (13)
- Amount
reported consists of (i) contribution matching under QLT's RRSP matching program of $8,463, (ii) a severance and termination payment
of $753,078, and (iii) a payment of $34,619 for accrued vacation. Dr. Lussow's severance and termination amount of $753,078 consists of the following: a $435,253 (C$480,650) lump-sum
severance payment, an 18 month bonus entitlement of $217,626 (C$240,325), $45,278 (C$50,000) for moving expenses, $41,107 (C$45,395) for health benefits, and $13,814 (C$15,254) for RRSP
matching contributions. For more details about these components of Dr. Lussow's severance and termination package, refer to the Employment Agreement with Alexander R.
Lussow section below.
- (14)
- Amount
reported consists of contribution matching under QLT's RRSP matching program of $11,563.
- (15)
- Amount
reported consists of (i) contribution matching under QLT's RRSP matching program of $11,491 and (ii) the value of the acceleration of
vesting of all of Dr. Lussow's stock options due to the change in control resulting from the election of the QLT Board of Directors at the 2012 annual general meeting, which was $78,573.
35
Table of Contents
Grants of Plan-Based Awards for the Fiscal Year Ended December 31, 2014
The following table provides certain information concerning each grant of an award made to a named executive officer in 2014.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Future
Payouts Under
Non-Equity Incentives
Plan Awards |
|
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units(5) |
|
All Other
Option
Awards:
Number of
Securities
Underlying
Options(8) |
|
|
|
|
|
|
|
|
|
Exercise or
Base Price of
Option
Awards
($/Sh)(6) |
|
|
|
|
|
|
|
Grant Date Fair
Value of Stock
and Option
Awards(5)(7) |
|
Name
|
|
Grant Date |
|
Target(1) |
|
Maximum(1) |
|
Jeffrey A. Meckler |
|
December 17, 2014 |
|
|
|
|
|
|
(2) |
|
6,000 |
|
|
12,500 |
|
$ |
3.69 |
|
$ |
42,769 |
|
Dr. Geoffrey F. Cox |
|
October 29, 2014 |
|
|
|
|
|
|
(2) |
|
|
|
|
150,000 |
|
$ |
4.05 |
|
$ |
287,965 |
|
Sukhi Jagpal |
|
|
|
$ |
79,236 |
|
$ |
99,045 |
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
Alexander Lussow |
|
|
|
$ |
145,084 |
|
$ |
181,355 |
(4) |
|
|
|
|
|
|
|
|
|
|
|
|
- *
- Note:
Where amounts shown were paid or priced in Canadian dollars, they have been converted to U.S. dollars for disclosure purposes using an average of
2014 noon buying rates published by the Federal Reserve Bank of New York: US$1.00 = C$1.1043.
- (1)
- Amounts
represent the annual Target and Maximum for QLT's cash incentive compensation program for 2014. There is no threshold minimum amount that could be
paid as a bonus under QLT's cash incentive compensation program for 2014.
- (2)
- As
a director, Mr. Meckler did not participate in QLT's cash incentive compensation program. In accordance with Dr. Cox's employment agreement
with QLT, he will not be paid any compensation under QLT's cash incentive compensation program. As result, no annual Target or Maximum has been specified in the table above.
- (3)
- The
amount actually paid under QLT's cash incentive compensation program to Mr. Jagpal for 2014 was US$77,106 (C$85,148).
- (4)
- The
amount actually paid under QLT's cash incentive compensation program to Mr. Lussow for 2014 was US$60,452 (C$66,757), which was the pro-rated
amount he received prior to his May 31, 2014 termination date. For more detailed information on Dr. Lussow's severance and termination benefits, which were paid to him on May 30,
2014 in connection with his termination, refer to the Employment Agreement with Alexander R. Lussow section below.
- (5)
- Stock
awards consist of RSUs and DSUs. On December 17, 2014, Mr. Meckler was granted 6,000 RSUs and no DSUs were granted in 2014. RSUs
were fair valued at C$4.08 (US$3.69) per unit on the December 17, 2014 grant date.
- (6)
- Stock
options granted on December 17, 2014 were priced at C$4.08 (US$3.69). These stock options vest and become exercisable in 36 successive
and equal monthly installments from the grant date and have an expiration term of 10 years from the grant date. Stock options granted on October 29, 2014 were priced at C$4.47 (US$4.05).
These stock options vested and became exercisable in 6 successive and equal monthly installments from the grant date and have an expiration term of 10 years from the grant date.
- (7)
- The
grant date fair value of options granted was calculated using the Black-Scholes option pricing model in accordance with ASC Topic 718 for
share-based payment transactions. For a discussion of the assumptions made in the valuations reflected in this column, see QLT's Annual Report on Form 10-K under Note 9 to the
Consolidated Financial Statements for 2014.
- (8)
- On
June 7, 2015, in connection with certain transactions announced by QLT on June 8, 2015, the Board approved a recommendation of the
Compensation Committee to accelerate the vesting of all unvested options and unvested RSUs granted to its directors, employees, and consultants in accordance with the terms of the 2000 Plan.
36
Table of Contents
Outstanding Equity Awards at 2014 Fiscal Year-End Table
The following table provides information concerning unexercised options, stock that has not vested, and equity incentive plan awards
for each named executive officer outstanding as of December 31, 2014.
|
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|
|
|
OPTION AWARDS |
|
STOCK AWARDS |
|
Name
|
|
Number of
securities
underlying
unexercised
options (#)
exercisable(1) |
|
Number of
securities
underlying
unexercised
options (#)
unexercisable |
|
Option
exercise
price ($)(2) |
|
Option expiration
date(1) |
|
Number of
shares or
units of stock
that have not
vested(#)(3)(5) |
|
Market
value of
shares of units
of stock that
have not
vested($)(4) |
|
Jeffrey A. Meckler |
|
|
|
|
|
12,500 |
|
$ |
3.69 |
|
December 16, 2024 |
|
|
17,944 |
|
$ |
75,236 |
|
|
|
|
5,903 |
|
|
6,597 |
|
$ |
4.11 |
|
July 14, 2023 |
|
|
|
|
|
|
|
|
|
|
225,000 |
|
|
|
|
$ |
4.87 |
|
November 21, 2023 |
|
|
|
|
|
|
|
Dr. Geoffrey F. Cox |
|
|
50,000 |
|
|
100,000 |
|
$ |
4.05 |
|
October 28, 2024 |
|
|
11,944 |
|
$ |
50,079 |
|
|
|
|
5,903 |
|
|
6,597 |
|
$ |
4.11 |
|
July 14, 2023 |
|
|
|
|
|
|
|
Sukhi Jagpal |
|
|
47,222 |
|
|
52,778 |
|
$ |
4.11 |
|
July 14, 2023 |
|
|
|
|
|
|
|
Alexander Lussow |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- *
- Note:
Where amounts shown were paid or priced in Canadian dollars, they have been converted to U.S. dollars for disclosure purposes using an average of
2014 noon buying rates published by the Federal Reserve Bank of New York: US$1.00 = C$1.1043.
- (1)
- Stock
options expiring on December 16, 2024 were granted on December 17, 2014 and vest and become exercisable in 36 successive and
equal monthly installments from the grant date. Stock options expiring on July 14, 2023 were granted on July 15, 2013 and vest and become exercisable in 36 successive and equal
monthly installments from the grant date. Stock options expiring on November 21, 2023 were granted on November 22, 2013 and vested and became exercisable in six successive and equal
monthly installments from the grant date. Stock options expiring of October 28, 2024 were granted on October 29, 2014 and vest and become exercisable in six successive and equal monthly
installments from the grant date.
- (2)
- All
stock options were granted with an exercise price denominated in Canadian dollars. Exercise prices have been converted to U.S. dollars for
disclosure purposes using an average of 2014 noon buying rates published by the Federal Reserve Bank of New York: US$1.00 = C$1.1043.
- (3)
- Represents
the number of DSUs and RSUs that had not vested as at December 31, 2014. The DSUs vest in 36 successive and equal monthly
installments beginning on the first day of the first month after the grant date. No DSUs were granted in 2014. DSUs can only be settled in cash. The RSUs vest in 3 successive and equal annual
installments on the date of each of the first three annual general meetings of QLT held after the date of grant. Upon vesting, each RSU represents the right to receive one common share of QLT. On
July 15, 2013, Dr. Cox was granted 11,000 DSUs and 6,000 RSUs. As at December 31, 2014, Dr. Cox has 7,944 unvested DSUs and 4,000 unvested RSUs.
On July 15, 2013, Mr. Meckler was granted 11,000 DSU's and 6,000 RSUs and on December 17, 2014 he was granted 6,000 RSUs. As at December 31, 2014,
Mr. Meckler has 7,944 unvested DSUs and 10,000 unvested RSUs.
- (4)
- Amounts
reflect the market value of unvested DSUs and RSUs calculated by multiplying the number of such unvested DSUs and RSUs by the C$4.63 (US$4.19)
closing price of QLT's shares on the TSX on December 31, 2014, the last trading day in 2014.
- (5)
- On
June 7, 2015, in connection with certain transactions announced by QLT on June 8, 2015, the Board approved a recommendation of the
Compensation Committee to accelerate the vesting of all unvested options and unvested RSUs granted to its directors, employees, and consultants in accordance with the terms of the 2000 Plan.
37
Table of Contents
2014 Option Exercises and Stock Vested Table
The following table provides information with respect to vested stock awards and option exercises during 2014 by our named executive
officers.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPTIONS AWARDS |
|
STOCK AWARDS(2) |
|
Name
|
|
Number of
Shares
Acquired on
Exercise(#) |
|
Value Realized on
Exercise($)(1) |
|
Number of
Shares
Acquired on
Vesting(#) |
|
Value Realized on
Vesting($)(5) |
|
Jeffrey A. Meckler |
|
|
|
|
|
|
|
|
9,333 |
(3) |
$ |
47,009 |
|
Dr. Geoffrey F. Cox |
|
|
|
|
|
|
|
|
9,333 |
(4) |
$ |
47,009 |
|
Sukhi Jagpal |
|
|
|
|
|
|
|
|
|
|
|
|
|
Alexander Lussow |
|
|
100,000 |
|
$ |
43,262 |
|
|
|
|
|
|
|
- (1)
- The
value realized upon exercise is determined by multiplying (i) the closing price on the date of exercise, less the option exercise price, by
(ii) the number of options exercised. All stock options were granted with an exercise price denominated in Canadian dollars. Exercise prices and sale prices have been converted to
U.S. dollars for disclosure purposes using an average of 2014 noon buying rates published by the Federal Reserve Bank of New York: US$1.00 = C$1.1043.
- (2)
- Stock
awards consist of DSUs and RSUs. The DSUs vest in 36 successive and equal monthly installments beginning on the first day of the first month
after the grant date. The RSUs vest in three successive and equal annual installments on the date of each of the first three annual general meetings of QLT held after the date of grant.
- (3)
- In
July 2013, Mr. Meckler was granted 11,000 DSUs for his service as a member of the Board of Directors, of which 3,667 vested
during 2014. In July 2012, Mr. Meckler was granted 11,000 DSUs for his service as a member of the Board of Directors, of which 3,667 vested during 2014. In
December 2014, Mr. Meckler was also granted 6,000 RSUs, none of which were vested as at December 31, 2014. In July 2013, Mr. Meckler was also granted
6,000 RSUs, of which 2,000 vested on December 15, 2014 (i.e. QLT's 2014 annual meeting date) and 2,000 shares were consequently issued.
- (4)
- In
July 2013, Dr. Cox was granted 11,000 DSUs for his service as a member of the Board of Directors, of which 3,667 vested
during 2014. In July 2012, Dr. Cox was granted 11,000 DSUs for his service as a member of the Board of Directors, of which 3,667 vested during 2014. In July 2013,
Dr. Cox was also granted 6,000 RSUs, of which 2,000 vested on December 15, 2014 (i.e. QLT's 2014 annual meeting date) and 2,000 shares were consequently
issued.
- (5)
- The
value of the DSUs realized upon vesting was determined by multiplying the closing price of QLT's common shares at each month's vesting date, by the
number of DSUs vested. The value of the RSUs vested was determined by multiplying the closing price of QLT's shares on the TSX on December 15, 2014, the date of the 2014 annual general meeting
and vesting date, by the quantity of RSUs vested.
Pension Benefits and Non-Qualified Deferred Compensation
We do not have any pension plans or non-qualified deferred compensation plans for our named executive officers.
Employment Agreements, Post-Employment Compensation and Change in Control Arrangements
We have entered into the agreements summarized below with our named executive officers.
Employment Agreement with Dr. Geoffrey F. Cox. On October 23, 2014, Dr. Cox entered into a six-month employment
agreement with
QLT to serve as the Company's Interim Chief Executive Officer, which was extended for an additional six months on April 21, 2015 and a further six months on October 8, 2015. The term of
his employment is currently scheduled to end on April 22, 2016. Dr. Cox is entitled to receive a base salary of US$40,000 per month, health-related benefits, paid vacation, and expense
reimbursement in accordance with Company policies. Under the terms of Dr. Cox's employment agreement, QLT is required to provide him with a tax equalization payment if the resulting Canadian
taxes associated with his employment by QLT exceed the U.S. tax he would have been required to pay had his employment been entirely performed in the state of Massachusetts. In connection with
his employment, on October 29, 2014 QLT also granted Dr. Cox options to purchase 150,000 common shares of QLT at an exercise price of C$4.47 (being the closing price of QLT's
common shares on the TSX on the date of the grant). The options vested monthly
over 6 months from the grant date and have a ten year expiration term. Following his termination, all vested and unexercised options will be exercisable for 90 days following the later
of his termination date and the date that Dr. Cox ceases to be an
38
Table of Contents
employee
or director of QLT. In accordance with the amendment entered into on October 8, 2015, the Company also agreed, subject to Board approval, to grant Dr. Cox up to an additional
150,000 stock options subject to certain terms and conditions of such amendment. In the event that QLT terminates the employment of Dr. Cox prior to the end of his employment term, other
than for cause, he will be entitled to receive the lesser of two months base salary and the base salary from the last day of his active employment to April 22, 2016. Following termination of
employment, Dr. Cox will be bound by non-competition and non-solicitation terms, which prohibit him from participating in a competitive business or soliciting QLT's customers or employees for a
period of nine months following the termination of his employment with QLT. Dr. Cox continues to serve as a member of the Board, however, during the term of the employment agreement, he will
not receive any director fees for such Board service.
Employment Agreement Dr. Alexander R. Lussow. On June 30, 2006, Dr. Lussow entered into an employment agreement
with QLT
pursuant to which, during his employment, he was entitled to base salary, cash incentive compensation under our cash incentive compensation plan, participation in our 2000 Plan, and other
health-related benefits and registered retirement savings plan employer matching contributions. Except as stated below, in the event that QLT terminated the employment of Dr. Lussow without
cause, the employment agreement provided that he was entitled to (a) twelve months' notice, plus one additional month of base salary for each year of service (to a maximum of
24 months in total), (b) payment of salary and bonus earned to the date of termination as if all corporate and individual goals for that year were achieved but not exceeded,
(c) an amount to compensate him for lost benefits during the notice period, and (d) payment for outplacement counselling services to assist him in seeking alternative employment.
Following termination of employment, Dr. Lussow is bound by the terms of a non-competition and non-solicitation agreement, which prohibits him from participating in a competitive business or
soliciting our customers or employees for a period of one year following the termination of his employment.
Letter Agreement with Dr. Alexander R. Lussow. Effective December 18, 2013, QLT entered into a letter agreement with
Dr. Lussow,
in which QLT, among other things, agreed to terminate Dr. Lussow on either March 31, 2014, April 30, 2014 or May 31, 2014, at QLT's discretion and confirmed that, upon such
termination, Dr. Lussow would be entitled to severance benefits under his change of control agreement dated June 30, 2006 between QLT and Dr. Lussow
(the "2006 Change of Control Agreement") as a result of the change of control that occurred at QLT's 2012 annual general meeting of shareholders.
Dr. Lussow agreed not to resign prior to such termination date and to perform his duties up to his termination in a manner consistent with his then current performance. Dr. Lussow was
terminated pursuant to the letter agreement effective May 31, 2014, and received the severance benefits below.
|
|
|
|
|
Compensation: |
|
|
|
|
18 Months' Base Salary(1) |
|
$ |
435,253 |
|
Cash Bonus |
|
|
|
|
2014 Performance Period(2) |
|
|
60,452 |
|
18 Months' Bonus Entitlement(3) |
|
|
217,626 |
|
Benefits and Perquisites: |
|
|
|
|
18 Months' RRSP Contributions(4) |
|
|
13,813 |
|
Benefits Compensation(5) |
|
|
41,107 |
|
Moving Expenses(6) |
|
|
45,278 |
|
|
|
|
|
Total |
|
$ |
813,529 |
|
|
|
|
|
- *
- Note:
The table above reflects the U.S. dollar equivalent of amounts that were paid in Canadian dollars. These amounts were converted using an average
of 2014 noon buying rates published by the Federal Reserve Bank of New York US$1.00 = C$1.1043.
- (1)
- Upon
termination, Dr. Lussow received a lump-sum severance payment of C$480,650 (US$435,253), which is equivalent to 18 months of
base salary.
- (2)
- Upon
termination, Dr. Lussow received a lump sum payment of C$66,757 (US$60,452) pertaining to his 2014 bonus amount payable under QLT's cash
incentive compensation plan for the 2014 performance period. The payment was
39
Table of Contents
calculated
as if all corporate and individual goals were achieved but not exceeded (pro-rated for actual months worked by Dr. Lussow during the 2014 calendar year).
- (3)
- Upon
termination, Dr. Lussow received a lump-sum payment of C$240,325 (US$217,626), which represents an 18 month bonus entitlement following
his termination date (calculated at the maximum cash incentive compensation entitlement that would otherwise have been paid during the severance period as if all corporate and individual goals for
that year have been achieved but not exceeded).
- (4)
- Upon
termination, Dr. Lussow received RRSP matching contributions for the 18 month period following his termination date. As he participated
in QLT's RRSP program, the payment reflected above does not include his contributions up to the termination date, which were already paid prior to his termination date.
- (5)
- In
accordance with the terms of the 2006 Change of Control Agreement, Dr. Lussow was entitled to continued benefit plan coverage with the exception
of short-term disability, long-term disability and out of country travel coverage for a period of 30 days and, at his election, until a date not to exceed the 18 month severance period,
to either continued benefit coverage or to compensation of 10% of base salary or any combination of the two. Upon termination, Dr. Lussow elected to receive the payment equivalent to 10% of his
base salary following the initial 30 day period. He received a lump-sum payment of CAD $45,395 (US$41,107) in respect of this amount.
- (6)
- Upon
termination, Dr. Lussow received a lump-sum payment of C$50,000 (US$45,278) for moving expenses.
Employment Agreement with Sukhi Jagpal. On November 5, 2012, Mr. Jagpal entered into an amended and restated employment
agreement with
QLT, which was further amended on February 27, 2013. Based on the terms of the employment agreement (as amended), during his employment with QLT, Mr. Jagpal was entitled to base
salary, cash incentive compensation under QLT's cash incentive compensation plan, participation in the 2000 Plan, and other health-related benefits and registered retirement savings plan employer
matching contributions. In the event that QLT terminated the employment of Mr. Jagpal without cause or Mr. Jagpal terminated his employment upon at least 60 days' prior written
notice, the employment agreement provided that he is entitled to (a) 12 months' base salary in a lump sum payment at the time of termination, (b) payment of salary and bonus
earned to the date of termination as if all individual goals for that year were achieved but not exceeded and all corporate goals, if any, would be calculated using the average percentage of the
3 years immediately preceding the year in which Mr. Jagpal's employment was terminated, (c) provided that such continuation is approved by QLT's insurance provider, continuation
of health benefits with the exception of short-term disability, long-term disability and out of country travel coverage for up to 12 months, or such earlier time as Mr. Jagpal commences
an employment or consulting relationship with a third party, and (d) an amount equal to the RRSP matching payments Mr. Jagpal would otherwise have been eligible to receive until his
termination date and from his termination date to the last day of his 12 month severance period. Following termination of employment, Mr. Jagpal is bound by the terms of a
non-competition and non-solicitation agreement, which prohibits him from participating in a competitive business or soliciting QLT's customers or employees for a period of two years following the
termination of his employment. On July 17, 2014, QLT entered into a letter agreement with Mr. Jagpal providing for a retention bonus of C$100,000, payable to Mr. Jagpal on the
later of 90 days following completion of the merger contemplated by the Merger Agreement or February 28, 2015, provided that (i) if the Merger Agreement was terminated by either
Auxilium or QLT, the retention bonus would be payable to Mr. Jagpal on the later of 30 days from the termination date or February 28, 2015, and (ii) if Mr. Jagpal's
employment was terminated without cause, the retention bonus would be payable to Mr. Jagpal within 30 days from his termination of employment.
On
November 26, 2014, Mr. Jagpal tendered his resignation and provided 60 days' written notice to QLT. His employment ceased on January 26, 2015 and on
January 30, 2015 he received certain severance and termination benefits in accordance with the terms of his employment agreement, which are summarized below.
40
Table of Contents
As
Mr. Jagpal terminated his employment prior to February 28, 2015, he forfeited his entitlement to his retention bonus of C$100,000.
|
|
|
|
|
Compensation: |
|
|
|
|
12 Months' Base Salary(1) |
|
$ |
226,388 |
|
Cash Bonus |
|
|
|
|
2014 Performance Period(2) |
|
|
77,106 |
|
2015 Performance Period(3) |
|
|
5,289 |
|
Benefits and Perquisites: |
|
|
|
|
12 Months' RRSP Contributions(4) |
|
|
11,288 |
|
Benefits Compensation(5) |
|
|
|
|
|
|
|
|
Total |
|
$ |
320,071 |
|
|
|
|
|
- *
- Note:
The table above reflects the U.S. dollar equivalent of amounts that were paid in Canadian dollars. These amounts were converted using an average
of 2014 noon buying rates published by the Federal Reserve Bank of New York US$1.00 = C$1.1043.
- (1)
- Upon
his resignation, Mr. Jagpal received a lump-sum severance payment of C$250,000 (US$226,388), which is equivalent to 12 months of
base salary.
- (2)
- Upon
his resignation, Mr. Jagpal received a lump-sum payment of C$85,148 (US$77,106) pertaining to his 2014 bonus amount payable under QLT's cash
incentive compensation plan.
- (3)
- Upon
his resignation, Mr. Jagpal received a lump-sum payment of C$5,840 (US$5,289) pertaining to his 2015 bonus amount payable under QLT's cash
incentive compensation plan for the 2015 performance period. The payment was calculated as if all individual goals were achieved but not exceeded and corporate goals were assessed based on the average
percentage of the 3 preceding years. Mr. Jagpal's 2015 bonus amount was pro-rated for the actual period he worked during the 2015 calendar year.
- (4)
- Upon
his resignation, Mr. Jagpal received RRSP matching contributions for the 12 month period following his termination date. As he
participated in QLT's RRSP program, the payment reflected above does not include his contributions up to the resignation date, which were already paid prior to his resignation date.
- (5)
- Upon
his resignation, Mr. Jagpal was not entitled to receive any benefit compensation payments given that he commenced employment with a third party
immediately following his resignation.
Deferred Share Units and Restricted Stock Units.
As noted above, under QLT's DDSU Plan, directors may receive a portion of their equity-based compensation in the form of a DSU, which
has a value equal to the price of QLT's common shares on the TSX. A DSU is convertible only into cash (no shares are issued). Upon a change in control of QLT, all outstanding unvested DSUs
automatically vest. However, notwithstanding a change in control, DSUs can only be converted to cash after the director ceases to be a member of the QLT Board of Directors.
RSUs
may be subject to vesting conditions, including continued employment or service as a director. Upon a change in control of QLT, all unvested RSUs automatically vest. Upon vesting,
each RSU represents the right to receive one common share of QLT.
Stock Options. Stock options that have been awarded to a named executive officer are governed by the terms of the stock option
agreements entered
into between QLT and its named executive officers, which provide:
-
- In the event of retirement, unless otherwise determined by the Compensation Committee, (i) if the executive officer
has worked with QLT for at least 20 years, or (ii) is at least 60 years of age and has worked continuously on behalf of QLT for at least five years, then all of his previously
unvested stock options will vest, and all stock options will remain exercisable until the expiration date of the stock options. In the event of retirement where neither (i) or (ii) above
is applicable, and the retiree has received the consent of the Compensation Committee, then the retiree's stock options will immediately vest and will terminate upon the earlier of
(a) 90 days following the retirement date, or (b) the expiration date of the stock option.
41
Table of Contents
-
- In the event of death or termination due to disability, all previously unvested stock options of the named executive
officer will vest, and all stock options will remain exercisable until the earlier of (a) twelve months following the date of death or termination due to disability of the named executive
officer, or (b) the expiration date of the stock option.
-
- In the event of a termination of the named executive officer's employment other than for cause, all vested stock options
will remain exercisable until the earlier of (a) 90 days following his termination of service, or (b) the expiration date of the stock option.
With
the exception of the stock options granted to Mr. Meckler on November 22, 2013 and Dr. Cox on October 29, 2014, which provide for automatic acceleration
upon a change of control, any accelerated vesting of stock options granted to named executive officers following a change of control will be at the QLT Board of Directors' discretion.
On
June 7, 2015, in connection with certain transactions announced by QLT on June 8, 2015, the Board approved a recommendation of the Compensation Committee to accelerate
the vesting of all unvested options and unvested RSUs granted to its directors, employees, and consultants in accordance with the terms of the 2000 Plan. On June 7, 2015, the vesting of
64,000 unvested RSUs was accelerated and 64,000 shares
were issued to QLT's directors accordingly. In addition, the vesting of 972,135 stock options was accelerated with respect to 98,611 stock options held by directors and
873,524 stock options held by employees.
Change of Control Agreements. Prior to the Company's 2012 annual general meeting, the Company entered into separate change of
control agreements with
each of its named executive officers at the time, including Dr. Lussow. Other than Dr. Lussow, none of the Company's named executive officers is a party to a change of control agreement.
Dr. Lussow's
2006 Change of Control Agreement contained "double-trigger" change of control severance provisions, such that the change of control did not, by itself, trigger the
severance entitlements. The 2006 Change of Control Agreement provided that, in the event of termination by QLT of Dr. Lussow's employment without cause or by Dr. Lussow after a
triggering event (as the terms "cause" and "triggering event" are defined in the agreement) within a period of 24 months following a change of control of QLT, he would receive a
severance payment equal to 18 months' base salary, the maximum RRSP matching contribution to which Dr. Lussow would otherwise be entitled during the severance period, amounts in lieu of
certain other health and retirement benefits for the severance period, relocation expenses, outplacement counselling and an annual cash incentive compensation entitlement calculated at the target cash
incentive compensation entitlement that would otherwise have been paid during the severance period. For more information, refer to the Employment Agreements, Post-Employment
Compensation and Change in Control Arrangements Letter Agreement with Dr. Alexander R. Lussow section above.
A
change of control includes an event in which any person acquires 35% or more of the voting securities of QLT, the sale of all or substantially all of the assets of QLT (other than to
an affiliate of QLT or to an entity in which our shareholders held 65% of the voting securities prior to the sale), a merger or other reorganization involving QLT in which the original shareholders of
QLT own less than 65% of the resulting merged entity, or a change in the majority of the directors on the Board in any consecutive 24 month period or less such that a majority of the Board
members ceases to comprise individuals who either have been (a) Board members continuously since the beginning of such period, or (b) appointed or nominated for election as Board members
during such period by at least a majority of the Board members described in subsection (a) above who were still in office at the time the Board approved such appointment or nomination.
Potential Payments upon Termination or Change in Control. The amount of compensation payable to our named executive officers in
the event of a
termination of employment or a change of control is set forth in the tables below. The amounts in the tables below were calculated assuming the termination of the named executive officer's employment
occurred as of December 31, 2014.
42
Table of Contents
Geoffrey F. Cox
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefits and Payments upon Termination
|
|
Resignation(3) |
|
Retirement(4) |
|
Termination
for Cause(5) |
|
Termination
other than
for Cause(6) |
|
Termination
due
to Inability
to Act(7) |
|
Death(8) |
|
Termination
upon a
Change in
Control
of QLT(9) |
|
Compensation: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base Salary |
|
$ |
40,000 |
|
$ |
40,000 |
|
|
|
|
$ |
149,091 |
|
$ |
149,091 |
|
$ |
149,091 |
|
$ |
149,091 |
|
Cash Bonus |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014 Performance Period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Performance Periods |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested |
|
$ |
7,726 |
|
$ |
7,726 |
|
|
|
|
$ |
7,726 |
|
$ |
7,726 |
|
$ |
7,726 |
|
$ |
7,726 |
|
Unvested and Accelerated |
|
|
|
|
|
|
|
|
|
|
$ |
14,489 |
|
$ |
15,026 |
|
$ |
15,026 |
|
$ |
14,489 |
|
Stock Awards(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested |
|
$ |
58,931 |
|
$ |
58,931 |
|
|
|
|
$ |
58,931 |
|
$ |
58,931 |
|
$ |
58,931 |
|
$ |
58,931 |
|
Unvested and Accelerated |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
50,079 |
|
$ |
50,079 |
|
$ |
50,079 |
|
Benefits and Perquisites: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RRSP Contributions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefits Compensation |
|
$ |
3,411 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
12,714 |
|
|
|
|
Out Placement Counseling |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Moving Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
110,068 |
|
$ |
106,657 |
|
|
|
|
$ |
230,237 |
|
$ |
280,853 |
|
$ |
293,567 |
|
$ |
280,316 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- *
- Note:
Where amounts were agreed upon under the applicable agreements in Canadian dollars, the 2014 amounts reflected above represent the U.S. dollar
equivalent of those amounts converted using an average of 2014 noon buying rates published by the Federal Reserve Bank of New York: US$1.00 = C$1.1043.
- (1)
- On
July 15, 2013, Dr. Cox was granted 12,500 stock options for his service as a member of the Board. These stock options vest and
become exercisable in 36 successive and equal monthly installments from the grant date and expire 10 years from the grant date. As at December 31, 2014, 5,903 of these options
were vested and exercisable. The $481 value of these vested options was determined by multiplying the vested options by the difference between the exercise price of C$4.54 (US$4.11) and the C$4.63
(US $4.19) closing price of QLT's shares on the TSX on December 31, 2014, the last trading day in 2014. This table does not include the up to 150,000 additional stock options
which the Company, subject to Board approval, agreed to grant to Dr. Cox in certain circumstances pursuant to the amendment to his employment agreement entered into on
October 8, 2015.
On
October 29, 2014, Dr. Cox was granted 150,000 stock options upon his appointment to Interim CEO. These stock options vest and become exercisable in 6 successive and
equal monthly installments from the grant date and expire 10 years from the grant date. As at December 31, 2014, 50,000 of these options were vested and exercisable. The $7,245 value of
these vested stock options was determined by multiplying the number of vested stock options by the difference between the C$4.47 (US$4.05) exercise price and the C$4.63 (US$4.19) closing price of
QLT's shares on the TSX on December 31, 2014, the last trading day in 2014.
- (2)
- Stock
awards consist of DSUs and RSUs. The DSUs vest in 36 successive and equal monthly installments beginning on the first day of the first month
after the grant date. On July 15, 2013 and on July 10, 2012, Dr. Cox was granted 11,000 DSUs for each respective period. No DSUs were granted in 2014. As of
December 31, 2014, 14,056 of Dr. Cox's DSUs were vested and 7,944 were unvested. As at December 31, 2014, the value of Dr. Cox's vested DSUs was $58,931 and the
value of his unvested DSUs was $33,309 based on the C$4.64 (US$4.19) closing price of QLT's shares on the TSX on December 31, 2014, the last trading day in 2014.
The
RSUs vest in three successive and equal annual installments on the date of each of the first three annual general meetings of QLT held after the date of grant. On July 15, 2013,
Dr. Cox was granted 6,000 RSUs for his service as a member of the Board. On December 15, 2014, 2,000 of Dr. Cox's RSUs vested and he was issued 2,000 common shares.
As of December 31, 2014, none of Dr. Cox's remaining 4,000 RSUs were vested. As at December 31, 2014, the value of Dr. Cox's unvested RSUs was $16,771 based on the
C$4.64 (US$4.19) closing price of QLT's shares on the TSX on December 31, 2014, the last trading day in 2014.
- (3)
- Under
the terms of Dr. Cox's employment agreement, he is required to provide 30 days of written notice to QLT in the event of his resignation.
Upon satisfaction of the 30 day notice period, Dr. Cox is entitled to base salary for the shorter of (i) the 30 day notice period and (ii) either the period to the
expiry of the original 6 month employment term or, if applicable, the expiry of the extended employment term. Assuming resignation on December 31, 2014, Dr. Cox is entitled to
receive $40,000 of base salary, which represents his base salary for the 30 day notice period, and benefits of $3,411, which coincides with the 30 day notice period.
- (4)
- Under
the terms of Dr. Cox's employment agreement, there are no provisions with respect to retirement. However, if Dr. Cox did retire the
severance benefits under the Resignation category would apply.
43
Table of Contents
- (5)
- In
the event of termination for cause, Dr. Cox would not be entitled to any advance notice of termination or pay in lieu thereof. In addition, all
vested and unvested stock options, vested and unvested DSUs and unvested RSUs are subject to immediate cancellation.
- (6)
- If
Dr. Cox is terminated without cause, under the terms of his employment agreement; he is entitled to receive $149,091, which represents his base
salary pro-rated for the remainder of his six month term and his benefits coverage will cease on his termination date. Assuming termination without cause, under the terms of Dr. Cox's
October 29, 2014 stock option grant, the 100,000 of unvested options would be subject to immediate accelerated vesting, the value of which is estimated at $14,489 based on the difference
between the C$4.47 (US$4.05) exercise price and the C$4.63 (US$4.19) closing price of QLT's shares on the TSX on December 31, 2014. Assuming termination without cause, under the terms of
Dr. Cox's July 15, 2013 stock option grant, the 6,597 of unvested options will expire upon the cessation of service. Under the terms of Dr. Cox's RSU agreement, all unvested RSUs
are subject to automatic cancellation without further QLT consideration in the event of termination without cause. Furthermore, all vested DSUs would be subject to cash payout, the value of which is
estimated at $58,931 based on the December 31, 2014 closing TSX share price, and unvested DSUs will be cancelled immediately. The preceding disclosure reflects the terms of Dr. Cox's
employment agreement as it was in effect on December 31, 2104 and does not reflect the amendments made to Dr. Cox's employment agreement on October 8, 2015.
- (7)
- If
Dr. Cox is terminated due to disability, under the terms of his employment agreement; he is entitled to receive $149,091, which represents his
base salary pro-rated for the remainder of his six month term and his benefits coverage will cease on his termination date. Upon termination due to disability, all unvested options are subject to
immediate accelerated vesting. The value of Dr. Cox's 106,597 unvested options as at December 31, 2014 are $15,026 based on the difference between the respective exercise prices
and the C$4.63 (US$4.19) closing price of QLT's shares on the TSX on December 31, 2014. In addition, all unvested RSUs and DSUs are subject to immediate accelerated vesting in the event of
termination due to disability. The value of Dr. Cox's unvested RSUs and DSUs as at December 31, 2014 was $50,079 (see above for an explanation of calculated amounts).
- (8)
- In
the event of death, Dr. Cox's estate would be entitled to receive his base salary up to the date of death and an amount equal to 10% of his base
salary for the period from the date of death to the expiry of his 6 month employment term (in lieu of benefits coverage for his eligible dependents). Given that the date of death is
assumed to be December 31, 2014 for the purposes of this analysis, no amounts would be outstanding in respect of his base salary. The value of the benefits coverage payment is estimated at
$12,714. Upon death, all 106,597 unvested options are subject to immediate accelerated vesting. The value of Dr. Cox's unvested options as at December 31, 2014 are $15,026 based
on the difference between the respective exercise prices and the C$4.63 (US$4.19) closing price of QLT's shares on the TSX on December 31, 2014. In addition, all unvested RSUs and DSUs are
subject to immediate accelerated vesting in the event of death. The value of Dr. Cox's unvested RSUs and DSUs as at December 31, 2014 was $50,079 (see above for an explanation of
calculated amounts).
- (9)
- Under
the terms of Dr. Cox's employment agreement, there are no provisions with respect to termination upon a change of control. However, if
Dr. Cox was terminated following a change of control, the severance benefits under the Termination other than for Cause category would apply. In
the event of termination due to a change of control, the 100,000 of unvested stock options under Dr. Cox's October 29, 2014 grant would be subject to immediate accelerated vesting, the
value of which is estimated at $14,489 on December 31, 2014 (see above for explanation of the calculated amount). In contrast, the 6,597 unvested options under Dr. Cox's
July 15, 2013 grant would not be subject to acceleration. As such, the $538 value of these unvested options has not been reflected under the Termination other than for
Cause category above. All unvested RSUs and DSUs are subject to immediate accelerated vesting upon termination in connection with a change of control. The value of
Dr. Cox's unvested RSUs and DSUs as at December 31, 2014 was $50,079 (see above for an explanation of calculated amounts).
44
Table of Contents
Jeffrey A. Meckler
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefits and Payments upon Termination
|
|
Resignation |
|
Retirement |
|
Termination
for Cause(7) |
|
Termination
other than
for Cause |
|
Termination
due to
Inability to
Act |
|
Death |
|
Termination
upon a
Change in
Control of
QLT |
|
Compensation: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base Salary |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Bonus |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014 Performance Period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Performance Periods |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested(1) |
|
$ |
481 |
|
$ |
481 |
|
|
|
|
$ |
481 |
|
$ |
481 |
|
$ |
481 |
|
$ |
481 |
|
Unvested and Accelerated |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
7,301 |
(2) |
$ |
7,301 |
(2)) |
|
|
(3) |
Stock Awards(4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested(5) |
|
$ |
58,931 |
|
$ |
58,931 |
|
|
|
|
$ |
58,931 |
|
$ |
58,931 |
|
$ |
58,931 |
|
$ |
58,931 |
|
Unvested and Accelerated(6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
75,236 |
|
$ |
75,236 |
|
$ |
75,236 |
|
Benefits and Perquisites: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RRSP Contributions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefits Compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Out Placement Counseling |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Moving Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
59,412 |
|
$ |
59,412 |
|
|
|
|
$ |
59,412 |
|
$ |
141,949 |
|
$ |
141,949 |
|
$ |
134,648 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- *
- Note:
Where amounts were agreed upon under the applicable agreements in Canadian dollars, the amounts for 2014 set out above represent the U.S. dollar
equivalent of those amounts converted using an average of 2014 noon buying rates published by the Federal Reserve Bank of New York: US$1.00 = C$1.1043.
- (1)
- On
July 15, 2013 and December 17, 2014, Mr. Meckler was granted 12,500 for each respective period for his service as a member of
the Board. These stock options vest and become exercisable in 36 successive and equal monthly installments from the grant date and expire 10 years from the grant date. On
November 22, 2013, Mr. Meckler was granted 225,000 stock options for his service as Chairman of the Executive Transition Committee. These stock options vested and became
exercisable in 6 successive and equal monthly installments from the grant date and expire 10 years from the grant date. As at December 31, 2014, 230,903 of Mr. Meckler's
stock options were vested and exercisable. The value of the vested stock options was determined by multiplying the number of "in-the-money" vested stock options by the difference between the
applicable exercise prices and the C$4.63 (US$4.19) closing price of QLT's shares on the TSX on December 31, 2014, the last trading day in 2014. As of December 31, 2014, 225,000 of
Mr. Meckler's options were "out-of-the-money" and are therefore not included in the table above.
- (2)
- In
the event of death and termination due to the inability to act, all 19,097 of unvested stock options are subject to immediate accelerated vesting. The
$6,763 value of such accelerated vested stock options was determined by multiplying the unvested stock options as at December 31, 2014 by the difference between the applicable exercise prices
and the C$4.63 (US$4.19) closing price of QLT's shares on the TSX on December 31, 2014, the last trading day in 2014.
- (3)
- The
vesting provisions applicable to the unvested portion of the options granted to Mr. Meckler on July 15, 2013 and December 17, 2014
are subject to accelerated vesting at the Board's discretion. As a result, the $6,763 value of these 19,097 unvested options is not reflected under the Termination upon a
Change of Control of QLT category above. The value of these unvested stock options was calculated by multiplying the number of unvested stock options by the difference between
the exercise price and the C$4.63 (US$4.19) closing price of QLT's shares on the TSX on December 31, 2014, the last trading day in 2014.
- (4)
- Stock
awards consist of DSUs and RSUs. The DSUs vest in 36 successive and equal monthly installments beginning on the first day of the first month
after the grant date. The RSUs vest in three successive and equal annual installments on the date of each of the first three annual general meetings of QLT held after the date of grant. In
December 2014, Mr. Meckler was granted 6,000 RSUs for his services as member of the Board. In July 2013, Mr. Meckler was granted 11,000 DSUs and
6,000 RSUs for his services as member of the Board. In July 2012, Mr. Meckler was granted 11,000 DSUs for his services as a member of the Board. As of December 31,
2014, Mr. Meckler has 14,056 vested DSUs, 7,944 unvested DSUs, and 10,000 unvested and outstanding RSUs. On December 15, 2014, 2,000 of Mr. Meckler's RSUs
vested and 2,000 shares were concurrently issued.
- (5)
- As
at December 31, 2014, the value of Mr. Meckler's vested stock awards were determined by multiplying the number of vested DSUs and RSUs by
the closing price of QLT's shares on the TSX on December 31, 2014, the last trading day in 2014, which was C$4.63 (US$4.19).
- (6)
- In
the event of a change in control, death or termination due to the inability to act, Mr. Meckler's unvested stock awards are subject to immediate
accelerated vesting. The value of such accelerated vested awards was determined by multiplying the number of unvested
45
Table of Contents
DSUs
and RSUs by the closing price of QLT's shares on the TSX on December 31, 2014, the last trading day in 2014, which was C$4.63 (US$4.19).
- (7)
- In
the event of termination for cause, all vested and unvested stock options, vested and unvested DSUs and unvested RSUs are subject to immediate
cancellation.
Sukhi Jagpal
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefits and Payments upon Termination
|
|
Resignation(1) |
|
Retirement |
|
Termination
for Cause(10) |
|
Termination
other than
for Cause |
|
Termination
due to
Inability to
Act |
|
Death |
|
Termination
upon a
Change in
Control of
QLT(2) |
|
Compensation: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base Salary(3) |
|
$ |
226,388 |
|
|
|
|
|
|
|
$ |
226,388 |
(3) |
|
|
|
|
|
|
$ |
226,388 |
|
Cash Bonus |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014 Performance Period(4) |
|
$ |
77,106 |
|
|
|
|
|
|
|
$ |
77,106 |
|
|
|
|
|
|
|
$ |
77,106 |
|
Subsequent Performance Periods |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested(5) |
|
$ |
3,849 |
|
$ |
3,849 |
|
$ |
|
|
$ |
3,849 |
|
$ |
3,849 |
|
$ |
3,849 |
|
$ |
3,849 |
|
Unvested and Accelerated(6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
4,301 |
|
$ |
4,301 |
|
|
|
(7) |
Benefits and Perquisites: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RRSP Contributions(8) |
|
$ |
11,288 |
|
|
|
|
|
|
|
$ |
11,288 |
(8) |
|
|
|
|
|
|
$ |
11,288 |
|
Benefits Compensation(9) |
|
$ |
9,029 |
|
|
|
|
|
|
|
$ |
9,029 |
|
|
|
|
|
|
|
$ |
9,029 |
|
Out Placement Counseling |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Moving Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
327,660 |
|
$ |
3,849 |
|
|
|
|
$ |
327,660 |
|
$ |
8,150 |
|
$ |
8,150 |
|
$ |
327,660 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- *
- Note:
Where amounts were agreed upon under the applicable agreements in Canadian dollars, the 2014 amounts disclosed above reflect the U.S. dollar
equivalent of those amounts converted using an average of 2014 noon buying rates published by the Federal Reserve Bank of New York: US$1.00 = C$1.1043.
- (1)
- Under
the terms of Mr. Jagpal's employment agreement, in the event he terminated his employment and provided at least 60 day's prior written
notice, he was entitled to receive severance as if he had been terminated without cause. On November 26, 2014, Mr. Jagpal tendered his resignation and provided 60 days of written
notice to QLT. Following Mr. Japgal's fulfillment of the 60 day notice period and the cessation of his employment on January 26, 2015, he became entitled to receive the severance
benefits summarized under the Post-Employment Compensation and Change in Control Arrangements Letter Agreement with Sukhi
Jagpal section above. These severance benefits were paid to him on January 30, 2015. The analysis provided above assumes that Mr. Jagpal is terminated on
December 31, 2014 and that he provided at least 60 days' prior written notice of his termination.
- (2)
- Mr. Jagpal
does not have a change of control agreement with QLT. However, in the event that Mr. Jagpal was terminated following a change in
control or he provided 60 days' notice of his resignation, the severance benefits specified under the Termination other than for Cause column
would apply.
- (3)
- Represents
the 12 months of base salary compensation payable to Mr. Jagpal in one lump-sum payment. Upon Mr. Jagpal's
January 26, 2015 resignation, he received a lump sum severance payment of C$250,000 (US$226,388).
- (4)
- The
amount reflected represents the 2014 bonus payable under Mr. Jagpal's Employment Agreement as if all individual goals were achieved but not
exceeded and all corporate goals were achieved at a percentage equal to the average of the three years preceding the year of termination. Upon Mr. Jagpal's January 26, 2015 resignation,
he received a lump sum payment of C$85,148 (US$77,106) pertaining to his 2014 bonus amount payable as well as a lump sum payment of C$5,840 (US$5,288) pertaining to his 2015 bonus amount payable under
QLT's cash incentive compensation plan.
- (5)
- On
July 15, 2013, Mr. Jagpal was granted 100,000 stock options. These stock options vest and become exercisable in 36 successive
and equal monthly installments from the grant date and expire 10 years from the grant date. As at December 31, 2014, 47,222 of these stock options were vested and exercisable. The value
of the vested stock options was determined by multiplying the number of vested stock options by the difference between the exercise price and the C$4.63 (US$4.19) closing price of QLT's shares on the
TSX on December 31, 2014, the last trading day in 2014. As at Mr. Jagpal's January 26, 2015 resignation date, 50,000 of his options were vested and 50,000 of his options were
unvested and cancelled. Mr. Jagpal exercised all of his vested options within the 90 day window following his resignation and realized a gain of C$52,757 (US$47,774).
- (6)
- In
the event of death and termination due to the inability to act, all unvested stock options are subject to immediate accelerated vesting. The $4,301 value
of such accelerated vested stock options was determined by multiplying the 52,778 of unvested stock options as at December 31, 2014 by the difference between the exercise price and the C$4.63
(US$4.19) closing price of QLT's shares on the TSX on December 31, 2014, the last trading day in 2014.
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Table of Contents
- (7)
- In
the event of a change of control, the vesting provisions applicable to unvested options may be accelerated at the Board's discretion. As such, the $4,301
value of Mr. Jagpal's 52,778 of unvested options is not reflected under the Termination upon a Change of Control of QLT column above. The $4,301
estimated value of such accelerated vested stock options was determined by multiplying the 52,778 unvested stock options as at December 31, 2014 by the difference between the exercise
price and the C$4.63 (US$4.19) closing price of QLT's shares on the TSX on December 31, 2014, the last trading day in 2014.
- (8)
- The
executive is entitled to 12 months of RRSP matching contributions. Upon Mr. Jagpal's January 26, 2015 resignation, he received RRSP
matching contributions for the 12 month period following his termination date. As he participated in QLT's RRSP program, the payment reflected above does not include his contributions up to the
resignation date, which were already paid prior to his resignation date.
- (9)
- With
the exception of short-term disability, long-term disability, and out-of-country travel coverage, the executive is entitled to 12 months of
benefits. Upon Mr. Jagpal's January 26, 2015 resignation, he did not receive any benefits compensation payments, as he commenced employment with a third party following his resignation.
- (10)
- In
the event that Mr. Jagpal was terminated for cause, all vested and unvested options outstanding would be subject to immediate cancellation.
Alexander Lussow
Effective
December 18, 2013, QLT entered into a letter agreement with Dr. Lussow in which QLT agreed to, among other things, terminate
Dr. Lussow on either March 31, 2014, April 30, 2014 or May 31, 2014 at QLT's discretion. Dr. Lussow was terminated effective May 31, 2014 pursuant to that
letter agreement and he received the severance benefits discussed above under the Post-Employment Compensation and Change in Control
Arrangements Letter Agreement with Alexander R. Lussow, Ph.D. section.
Review, Approval or Ratification of Transactions with Related Persons
It is QLT's policy that each director and nominee for election as director delivers to QLT annually a questionnaire that includes,
among other things, a request for information relating to any transactions in which both the director or nominee, or their family members, and QLT participates, and in which the director or nominee,
or such family member, has a material interest. The QLT
Board of Directors is requested to review all such transactions reported to it by a director or nominee in response to the questionnaire, or that are brought to its attention by management or
otherwise. After the review, the disinterested directors approve, ratify or disapprove such transactions. Management also updates the QLT Board of Directors as to any material changes to proposed
transactions as they occur. This policy is not in writing but is followed consistently by the QLT Board of Directors.
During
2014, QLT was not a party to any transaction where the amount involved exceeded $120,000 and in which an executive officer, director, director nominee or 5% shareholder
(or their immediate family members) had a material direct or indirect interest, and no such person was indebted to QLT.
Compensation Policies and Practices as They Relate to Risk Management
In determining if QLT has any compensation policies and practices that could create risks that would be reasonably likely to have a
material adverse effect on QLT, the Compensation Committee reviewed its compensation policies and practices, and the mix of compensation elements made available to the executive officers and
employees, which generally includes a base salary component and a pay-at-risk component. The pay-at-risk component comprises: (i) variable performance-based compensation, consisting of
short-term incentives such as annual cash bonuses based on individual and corporate performance compared to pre-set goals and objectives; and (ii) long-term incentives, consisting of annual
grants of long-term stock options.
As
a result of its review, the Compensation Committee believes that QLT's compensation policies and practices are not reasonably likely to have a material adverse effect on QLT, and that
the compensation policies and practices do not create any incentives for employees to take inappropriate risks for the following reasons,
among others:
-
- QLT's compensation is balanced among base salary, annual bonus opportunity and long-term equity;
47
Table of Contents
-
- QLT's annual cash bonus incentive compensation is directly linked to specific performance metrics identified by the
Compensation Committee with input from management, such as achieving specific milestones related to the regulatory and clinical development progress for the synthetic retinoid program; completing
specific transitional and restructuring activities; and evaluating and implementing shareholder value enhancing initiatives;
-
- the Compensation Committee annually designs and assesses performance-based compensation, thereby allowing the Compensation
Committee to assess risk management and consequences annually; and
-
- QLT's annual equity incentive awards to employees to date have had a term of 10 years and typically vest over three
years, encouraging its employees to focus on sustained growth and stockholder value.
COMPENSATION COMMITTEE REPORT
The Compensation Committee has discussed and reviewed with management the Compensation Discussion and Analysis presented in this Proxy
Statement. Based on such review and discussions, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.
|
|
|
|
|
Approved by the Compensation Committee of QLT Inc.
as of April 30, 2015.
Jeffrey A. Meckler (Chairman)
Dr. Stephen L. Sabba
John C. Thomas, Jr. |
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
QLT currently maintains one equity compensation plan, the 2000 Plan. The shareholders and directors of QLT have previously approved the
2000 Plan, pursuant to which directors, officers, employees and consultants of QLT and its affiliates may be granted RSUs and stock options to acquire common shares.
The
following table sets out information regarding our common shares that may be issued upon the exercise of options, warrants and other rights granted to employees, consultants or
directors under our equity compensation plans, as of December 31, 2014:
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan Category
|
|
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
(a)
|
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)
|
|
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
(c)
|
|
|
|
Equity compensation plans approved by security holders (2000 Plan) |
|
|
2,154,149 |
|
$ |
4.04 |
(1) |
|
2,846,521 |
|
|
|
Equity compensation plans not approved by security holders |
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
2,154,149 |
|
$ |
4.04 |
(1) |
|
2,846,521 |
|
|
|
- (1)
- Reflects
the weighted average exercise price of options and RSUs outstanding. Given that RSUs do not have an applicable exercise price, the weighted average
exercise price of the RSUs is assumed to be zero for the purposes of the calculation. The weighted average exercise price of the outstanding options, excluding RSUs, is $4.17. Where options were
granted/priced in Canadian dollars, the calculated weighted average exercise price has been converted to U.S. dollars for disclosure purposes using the December 31, 2014 period end rate
published by the Federal Reserve Bank of New York: U.S.$1.00 = C$1.1043.
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Table of Contents
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS
No current or former directors, executive officers or employees of QLT or any subsidiaries thereof, or proposed nominees for election
as a director of QLT, are currently indebted to QLT or its subsidiaries other than routine indebtedness (as defined under Canadian securities rules) of certain employees.
REPORT OF THE AUDIT AND RISK COMMITTEE
Notwithstanding anything to the contrary set forth in any of our previous or future filings under the
Securities Act of 1933 or the Securities Exchange Act of 1934 that might incorporate this Proxy Statement or future filings with the Securities and Exchange Commission, in whole or part, the following
report shall not be deemed to be incorporated by reference into any such filing.
The
Audit and Risk Committee has reviewed and discussed the audited consolidated financial statements for the year ended December 31, 2014 with the management of QLT and
Deloitte LLP, our independent auditors. Each member of the Audit and Risk Committee is "independent" as defined by the rules of NASDAQ.
The
Audit and Risk Committee has discussed with Deloitte LLP the matters required to be discussed by Statement on Auditing Standards No. 61, as amended. In addition, the
Audit and Risk Committee has received the written disclosures and the letter from Deloitte LLP required by the Independence Standards Board Standard No. 1 regarding their independence,
and has discussed with Deloitte LLP their independence relative to us, including whether the provision of their services is compatible with maintaining Deloitte LLP's independence.
Based
on the review and discussions referred to above, the Audit and Risk Committee recommended to QLT's Board that the audited consolidated financial statements for the year ended
December 31, 2014 be included in QLT's Annual Report on Form 10-K for 2014 filed with the SEC.
|
|
|
|
|
Approved by Audit and Risk Committee of QLT Inc.
as of April 30, 2015
Dr. Stephen L. Sabba, Chairman
Jeffrey A. Meckler
John Thomas, Jr. |
Audit Fees
The following table sets forth the aggregate fees billed by Deloitte LLP (formerly Deloitte & Touche LLP), the
member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, "Deloitte") for the following services during 2014
and 2013.
|
|
|
|
|
|
|
|
Description of Service
|
|
2014(3) (US$) |
|
2013(3) (US$) |
|
Audit Fees(1) |
|
$ |
292,493 |
|
$ |
348,544 |
|
Audit-Related Fees |
|
|
|
|
|
|
|
Tax Fees (Tax compliance, tax advice and planning) |
|
|
|
|
|
|
|
All Other Fees(2) |
|
$ |
145,013 |
|
|
|
|
|
|
|
|
|
|
Total Fees |
|
$ |
437,506 |
|
$ |
348,544 |
|
|
|
|
|
|
|
- (1)
- Audit
Fees consist of fees for audit of QLT's annual financial statements for the respective year, reviews of QLT's quarterly financial statements, services
provided in connection with statutory and regulatory filings and audit of the Company's internal controls over financial reporting.
- (2)
- All
Other Fees consist of fees related to the filing of the Registration Statement on the Form S-4 filed with the SEC pursuant to the Auxilium Merger
Agreement, which was terminated on October 8, 2014.
- (3)
- Where
amounts shown were paid in Canadian funds, the amounts set out in the above table represent the US dollar equivalent of those payments converted using
the following weighted average exchange rates: US$1.00 = C$1.1043 for 2014 and US$1.00 = C$1.0300 for 2013.
49
Table of Contents
Pre-Approval Policies and Procedures
The charter of the Audit and Risk Committee provides that the Audit and Risk Committee is responsible for the pre-approval of all audit
and permitted non-audit services to be performed for QLT by the independent auditors. The fees paid to the independent auditors that are shown in the chart above for 2014 and 2013 were approved by the
Audit and Risk Committee in accordance with the procedures described below.
The
Audit and Risk Committee reviews and approves audit and non-audit services proposed to be provided by the independent auditors. The Audit and Risk Committee has delegated to its
Chairman, or an alternate member of the Audit and Risk Committee, the authority to grant pre-approvals if either deems it necessary or appropriate to consider a pre-approval request without approval
and/or meeting of the full Audit and Risk Committee. Pre-approvals by the Chairman of the Audit and Risk Committee or an alternate member are reviewed with the Audit and Risk Committee at its next
regularly scheduled meeting.
In
considering the pre-approval of proposed audit or non-audit services by the independent auditors, management reviews with the Audit and Risk Committee or its delegate a description of
and the budget for the proposed service and the reasons that the independent auditors are being requested to provide the services, including any possible impact on the independence of the independent
auditors. Additional Audit and Risk Committee approval is required if the pre-approved services exceed the pre-approved budgeted amount for the services.
PROPOSAL NO. 2
APPROVAL OF APPOINTMENT OF INDEPENDENT AUDITORS
Deloitte LLP, an independent registered public accounting firm, served as our independent auditors for the year ended
December 31, 2014. Upon the unanimous recommendation of the Audit and Risk Committee, the Board has proposed that Deloitte LLP continue to serve as our independent auditors for 2015 at a
remuneration to be fixed by the Audit and Risk Committee. Our shareholders are being asked to approve this proposal at the Annual Meeting. QLT has been advised that a representative of
Deloitte LLP will attend the Annual Meeting and will have the opportunity to make a statement if he or she decides to do so and will be available to respond to appropriate questions from
shareholders.
Vote Required and Board of Directors' Recommendation
This proposal requires the affirmative vote of the holders of a majority of the QLT common shares properly cast on this proposal at the
Annual Meeting. If the proposal is not approved, the BCBCA provides that the current auditors, Deloitte LLP, will continue to act for QLT until such time as the shareholders approve alternate
auditors.
The
following resolution will be submitted for a shareholder vote at the Annual Meeting:
"BE
IT RESOLVED that Deloitte LLP, an independent registered public accounting firm, be appointed as independent auditors of QLT Inc. for the ensuing year, and the directors of
QLT Inc. be authorized to fix the remuneration to be paid to the auditors."
The Board of Directors unanimously recommends that our shareholders vote "FOR" the proposal to appoint Deloitte LLP as our independent auditors for 2015 at
a remuneration to be fixed by the directors of the Company.
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Table of Contents
PROPOSAL NO. 3
ADVISORY VOTE ON THE COMPENSATION OF OUR
NAMED EXECUTIVE OFFICERS
("SAY-ON-PAY VOTE")
Background
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank
Act") enables our shareholders to vote to approve, on an advisory (non-binding) basis, the compensation of our named executive officers as disclosed in this Proxy Statement in
accordance with the SEC's rules. At the 2011 annual general meeting, our shareholders voted, on a non-binding, advisory basis, for the Company to hold future, non-binding advisory votes on the
compensation of our named executive officers on an annual basis. After taking into consideration this voting result, the Board determined that it intends to hold non-binding advisory votes on the
compensation of our named executive officers every year.
At
QLT's 2014 annual general meeting, shareholders approved by a majority of approximately 96% of shares voted, in a non-binding advisory vote, the compensation of QLT's named executive
officers as disclosed in QLT's proxy statement for its 2014 annual general meeting. The QLT Compensation Committee has considered and will consider this shareholder advisory vote on executive
compensation in determining the compensation of QLT's named executive officers for 2015.
As
more fully described under "Compensation Discussion and Analysis" section of this Proxy Statement, QLT's compensation philosophy is to
provide a compensation package that attracts, retains and motivates executives and rewards business successes that have the potential to increase shareholder value. More specifically, the Compensation
Committee of the Board seeks to:
-
- provide a total compensation program that is competitive with other companies in the pharmaceutical and biotechnology
industries with which QLT competes for executive talent;
-
- place a significant portion of executive compensation at risk by linking cash incentive compensation to the achievement of
pre-established corporate financial and operational performance objectives and other individual key objectives within the executive's area of responsibility and by using equity as a key component of
QLT's compensation program;
-
- provide long-term incentive compensation that focuses executives' efforts on building shareholder value by aligning their
interests with those of QLT's shareholders; and
-
- promote stability and retention of QLT's management team.
Consistent
with QLT performance-based philosophy, a significant portion of potential compensation is based upon performance- and equity-based programs. These programs include awards that
are based on QLT's operational and financial performance and provide compensation in the form of cash, and equity-based incentive awards that are tied to both QLT's short-term and long-term
performance and achievement of goals. The performance-based bonus program rewards short-term performance; while QLT's equity awards, coupled with its stock ownership guidelines, reward long-term
performance and align the interests of management with those of QLT's shareholders.
Board of Directors' Recommendation
Our Board of Directors believes that the information provided above and within the "Compensation Discussion and
Analysis" section of this Proxy Statement demonstrates that our executive compensation program will ensure that management's interests are aligned with our shareholders'
interests and support long-term value creation.
The
following resolution will be submitted for a shareholder vote at the Annual Meeting:
"BE
IT RESOLVED that the shareholders of QLT Inc. approve, on an advisory basis, the compensation of QLT's named executive officers, as disclosed in the Compensation
51
Table of Contents
The
say-on-pay vote is advisory, and therefore not binding on QLT, the Compensation Committee or our Board of Directors. However, the Board of Directors will review the voting results
and take them into consideration when making future decisions about executive compensation.
The Board of Directors unanimously recommends that our shareholders vote "FOR" the proposal to approve the compensation of QLT's named executive officers, as
described in the Compensation Discussion and Analysis, compensation tables and narrative discussion set forth in this Proxy Statement.
INTEREST OF CERTAIN PERSONS IN MATERIAL TRANSACTIONS
Unless otherwise disclosed in this Proxy Statement, none of the directors, director nominees, executive officers, persons who have been
directors or executive officers at any time since the beginning of QLT's last completed fiscal year, or any beneficial owner of more than 5% of the outstanding common shares of QLT or any associate or
affiliate of such person, had any material interest, direct or indirect, in any transaction or proceeding during the past fiscal year or in any proposed transaction or pending proceeding which has
materially affected or will materially affect QLT or its subsidiaries. In the event that a director is determined to have any material interest, direct or indirect, in any transaction or proceeding or
in any proposed transaction or pending proceeding of QLT, only those directors not having a material interest would be permitted to consider and evaluate any such transaction or any agreements
relating to that transaction, or any actions to be undertaken by QLT relating to such proceeding.
QLT
has entered into indemnity agreements with our directors and all other officers which provide, among other things, that, subject to any requirements that may exist under the BCBCA or
the Articles of QLT, QLT will indemnify such officer or director, under the circumstances and to the extent specified, for expenses, damages, judgments, fines and settlements he or she may be required
to pay in actions or proceedings to which he or she is or may be made a party by reason of his or her position as a director or officer of QLT.
AUDITED CONSOLIDATED FINANCIAL STATEMENTS
AND ADDITIONAL INFORMATION
A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 was previously mailed to all
registered and beneficial shareholders of QLT. The Audited Consolidated Financial Statements of QLT for its most recently completed fiscal year ended December 31, 2014, together with the
Auditors' Report thereon, which are included in our Annual Report for Canadian regulatory purposes, will be presented at the Annual Meeting. Copies of the Audited Consolidated Financial Statements,
including management discussion and analysis, are available on our website at www.qltinc.com or upon request directly to QLT to the attention of "QLT
Investor Relations," 887 Great Northern Way, Suite 250, Vancouver, British Columbia, Canada, V5T 4T5 (Phone: 604-707-7000; Fax: 604-707-7001; e-mail: ir@qltinc.com).
Additional
information relating to QLT has been filed and is available on SEDAR at www.sedar.com and from the SEC's website
at www.sec.gov.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors and beneficial owners of more
than 10% of a registered class of our equity securities to file reports of ownership on Form 3 and changes in ownership on Form 4 or 5 with the SEC. Such executive
officers, directors and 10% beneficial owners are also required by SEC rules to furnish us with copies of all Section 16(a) reports they file.
To
our knowledge, based solely on our review of the copies of such reports received by us or written representations from certain reporting persons that no Forms 5 were required
for such persons, we believe that during 2014 all Section 16(a) filing requirements applicable to our executive officers, directors and 10% beneficial owners were complied with.
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Table of Contents
OTHER BUSINESS
The Board is not aware of any other matter that will be presented at the Annual Meeting. If other matters properly come before the
Annual Meeting, both the Interim Chief Executive Officer and the Chairman of the Board intend to vote the common shares represented by proxy for which either of them is appointed in accordance with
their best judgment on such matters.
BY
ORDER OF THE BOARD OF DIRECTORS OF QLT INC.
|
|
|
"Dr. Geoffrey F. Cox"
Dr. Geoffrey F. Cox
Interim Chief Executive Officer
|
|
|
53
QLTQ 000001 SAM SAMPLE 123 SAMPLES STREET SAMPLETOWN SSX9X X9X CANADA Security Class COMMON Holder Account Number C9999999999 IND -------Fold Form of Proxy - Annual General Meeting to be held on Friday, January 8, 2016 This Form of Proxy is solicited by and on behalf of Management. Notes to proxy 1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse). If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management. The securities represented by this proxy will be voted in favour or withheld from voting or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof. This proxy should be read in conjunction with the accompanying documentation provided by Management. 2. 3. 4. 5. 6. 7. -------Fold 8. Proxies submitted must be received by Wednesday, January 6, 2016 at 10:00 AM (Pacific Time) VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK! To Vote Using the Telephone To Vote Using the Internet Call the number listed BELOW from a touch tone telephone. 1-866-732-VOTE (8683) Toll Free Go to the following web site: www.investorvote.com Smartphone? Scan the QR code to vote now. If you vote by telephone or the Internet, DO NOT mail back this proxy. Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy. To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below. CONTROL NUMBER 23456 78901 23456 QLTQ_PRX_218618/000001/000001/i *S000001Q01*
SAM SAMPLE C9999999999 *C9999999999* *C9999999999* IND C01 Appointment of Proxyholder I/We being holder(s) of QLT Inc. hereby appoint: Mr. Jason M. Aryeh, Chairman of the Board, or failing him, Dr. Geoffrey F. Cox, Interim Chief Executive Officer of the Company, Print the name of the person you are appointing if this person is someone other than the Chairman of the Meeting. OR as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual General Meeting of shareholders of QLT Inc. (the "Company") to be held at 1800 - 510 West Georgia Street, Vancouver, B.C. V6B 0M3, on Friday, January 8, 2016 at 10:00 AM (Pacific Time) and at any adjournment or postponement thereof. VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES. 1. Election of Directors For Withhold For Withhold For Withhold 01. Jason M. Aryeh 02. Dr. Geoffrey F. Cox, Ph.D 03. Dr. John W. Kozarich, Ph.D -------Fold 04. Jeffrey A. Meckler 05. Dr. Stephen L. Sabba, M.D. 06. John C. Thomas, Jr. Withhold 2. Appointment of Auditors To appoint Deloitte LLP as independent Auditors of the Company for the ensuing year and to authorize the Directors to fix the remuneration to be paid to the Auditors. Against Withhold 3. Advisory Vote on the Compensation of Named Executive Officers To approve, on an advisory basis, the compensation of the Companys named executive officers, as disclosed in the Compensation and Discussion Analysis, compensation tables and narrative discussion set forth in the accompanying Proxy Statement. -------Fold Authorized Signature(s) - This section must be completed for your instructions to be executed. Signature(s) Date I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management. Interim Financial Statements - Mark this box if you would like to receive Interim Financial Statements and accompanying Managements Discussion and Analysis by mail. Annual Financial Statements - Mark this box if you would like to receive the Annual Financial Statements and accompanying Managements Discussion and Analysis by mail. If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist. Q L T Q 2 1 8 6 1 8 1 A P I Z A R 1 9 9 9 9 9 For For
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