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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Greenbrook TMS Inc (QB) | USOTC:GBNHF | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.018 | -16.36% | 0.092 | 0.092 | 0.105 | 0.105 | 0.092 | 0.092 | 11,814 | 19:33:16 |
☐ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a 6(e)(2)) |
☒ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material Pursuant to §240.14a 12 |
☒ | No fee required |
☐ | Fee paid previously with preliminary materials |
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
1. | to elect the directors of the Company to serve until the 2025 Annual Meeting of Shareholders or until their successors are elected or appointed; and |
2. | to appoint KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024 and authorizing the directors to fix KPMG LLP’s remuneration. |
• | Item No. 1—electing directors to serve until the 2025 Meeting of Shareholders or until their successors are elected or appointed; and |
• | Item No. 2—appointing an independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024 and authorizing the directors to fix their remuneration. |
• | Item No. 1: Under our Majority Voting Policy (as defined herein), a director nominee who is elected in an uncontested election with a greater number of votes “Withheld” than votes “For” will be considered by the Board not to have received the support of the Shareholders, even though duly elected as a matter of corporate law. See “Item No. 1 – Election of Directors” for more information on our Majority Voting Policy. |
• | Item No. 2: The appointment of an independent registered public accounting firm and the authorization of the Board to fix their remuneration requires a majority of the votes cast at the Meeting, and votes cast only include those votes cast “For” or “Withhold” the proposal. |
• | Item No. 1: If you select “Withhold” with respect to the election of a nominee, your vote will have no effect on the votes cast for the purposes of electing such nominee but will be considered in the application of our Majority Voting Policy which is described in “Item No. 1 – Election of Directors” below. |
• | Item No. 2: If you select “Withhold”, your vote will have no effect on the votes cast for the purposes of appointing the Company’s independent registered public accounting firm. |
(a) | completing and signing a proxy bearing a later date and depositing it with Broadridge as described above; |
(b) | depositing an instrument in writing executed by the Shareholder or by the Shareholder’s attorney authorized in writing at our registered office at any time before 11:59 P.M. (Eastern time) on June 25, 2024, or on the last business day before any adjournment or postponement of the Meeting at which the proxy is to be used, or |
(c) | in any other manner permitted by law. |
Name of Beneficial Owner | | | Number of Common Shares | | | Percent of Class |
Madryn Asset Management, LP(1) | | | 63,109,746 | | | 61.7% |
Greybrook Health Inc.(2) | | | 43,812,200 | | | 53.2% |
Benjamin Klein(3) | | | 8,725,995 | | | 19.1% |
Adele C. Oliva(4) | | | 5,026,345 | | | 10.4 % |
Michael Masters(5) | | | 4,327,269 | | | 9.5% |
(1) | Includes (i) 3,910,605 Shares estimated to be issuable Madryn Asset Management, LP and affiliates (“Madryn”) upon conversion of up to approximately $7.4 million of the outstanding principal amount under the credit agreement dated as of July 14, 2022 (as amended, restated, amended and restated, supplemented, extended or otherwise modified from time to time), between Madryn and Greenbrook (the “Credit Agreement”), (ii) 52,835,505 Shares estimated to be issuable to Madryn upon conversion of the subordinated convertible promissory notes sold under the note purchase agreement dated as of August 15, 2023 (“Subordinated Convertible Notes”) and (iii) 6,363,636 Shares issued to Madryn in connection with the non-brokered private placement of Shares that took place on March 23, 2023. Madryn Asset Management, LP holds shared voting power over all 63,109,746 Shares, Madryn Health Partners II, LP holds shared voting power over 3,862,666 Shares, Madryn Health Partners II (Cayman Master), LP holds shared voting power over 58,610,379 Shares, Madryn Health Advisors II, LP and Madryn Health Advisors GP II, LLC each hold shared voting power over 62,473,045, and Madryn Select Advisors, LP, Madryn Select Advisors GP, LLC, and Madryn Select Opportunities, LP each hold shared voting power over 636,701 Shares. Madryn Asset Management, LP’s address is 330 Madison Avenue, Floor 33, New York, New York 10017. This disclosure reflects the Schedule 13D/A filed by Madryn on May 1, 2024. |
(2) | Includes (i) 7,000,424 Shares directly held by Greybrook Health Inc. (“Greybrook Health”) and its affiliate, Greybrook Realty Partners Inc. (“Greybrook Realty”), (ii) 36,425,906 Shares estimated to be issuable to Greybrook Health upon conversion by Greybrook Health of the Subordinated Convertible Notes and (iii) 385,870 Shares issuable to Greybrook Health upon exercise of warrants. All 43,812,200 Shares beneficially owned by Greybrook Health share voting power with The Vamvakas Family Trust (2015) (the “Vamvakas Trust”). Greybrook Health’s address is 890 Yonge Street, 7th Floor Toronto, Ontario, Canada M4W 3P4. This disclosure reflects the Schedule 13D/A filed by Greybrook Health and the Vamvakas Trust on May 9, 2024. |
(3) | Includes (i) 4,763,263 Shares beneficially owned by Benjamin Klein, The Bereke Trust ATA Dated 2/10/03, and Theragroup LLC, and (ii) 3,962,732 Shares beneficially owned solely by Benjamin Klein. This total amount does not include 2,908,665 Shares which have been held back from the purchase price consideration in connection with the acquisition of Check Five LLC (dba “Success TMS”) (the “Success TMS Acquisition”) and deposited with an escrow agent, to be released to Benjamin Klein or the Company, as applicable, upon satisfaction of working capital and certain other adjustments, including to satisfy any indemnity claims against the vendors. Benjamin Klein’s address is 284 East Palisade Avenue, Englewood, New Jersey 07631. This disclosure reflects the Schedule 13D filed by Benjamin Klein on July 27, 2022. |
(4) | Includes (i) 2,294,648 Shares which are beneficially owned by 1315 Capital II, L.P. (“1315 Capital”) and 1315 Capital Management II, LLC, (ii) 2,726,697 Shares estimated to be issuable to 1315 Capital upon conversion of the Subordinated Convertible Notes and (iii) 5,000 fully vested and exercisable options with each option exercisable for one Share, beneficially owned by Adele C. Oliva. Ms. Oliva as Managing Member and Founding Partner of 1315 Capital exercises shared voting power with 1315 Capital and 1315 Capital Management II, LLC over the Shares. 1315 Capital’s address is 2929 Walnut Street, Suite 1240, Philadelphia, Pennsylvania 19104. This disclosure reflects information available to the Company as of May 3, 2024. |
(5) | Includes 4,327,269 Shares directly or indirectly held by Michael Masters, of which (i) 3,427,272 Shares are beneficially owned by Masters Capital Management LLC managed funds and (ii) 899,997 Shares are beneficially owned by each of MSS GB SPV LP, MSS GB SPV GP LLC and Special Situations, LLC (collectively, “Masters”). Masters exercises shared voting power over the Shares beneficially owned by each of them. Masters’ address is 3060 Peachtree Road, NW, Suite 1425, Atlanta, Georgia 30305. This disclosure reflects the Schedule 13D/A filed by MSS GB SPV LP on February 28, 2024. |
Name of Beneficial Owner | | | Number of Common Shares | | | Percent of Class |
Brian P. Burke | | | * | | | * |
Colleen Campbell | | | * | | | * |
Sasha Cucuz | | | * | | | * |
Juliana Elstad | | | * | | | * |
Bill Leonard(1) | | | 1,431,011 | | | 3.1% |
Surindra Mann | | | * | | | * |
Frank Tworecke | | | * | | | * |
Elias Vamvakas(2) | | | * | | | * |
* | Represents less than 1% beneficial ownership of Shares. |
(1) | Includes (i) 832,500 Shares, (ii) 85,000 fully vested and exercisable options, each representing one Share and (iii) 513,511 Shares estimated to be issuable to Mr. Leonard upon conversion of the Subordinated Convertible Notes. |
(2) | Mr. Vamvakas is the chairman and founder of Greybrook Capital Inc., the parent company of Greybrook Health, and is a trustee of the Vamvakas Trust. Mr. Vamvakas disclaims beneficial ownership of the Shares directly or indirectly held by Greybrook Health and the Vamvakas Trust. See “—Security Ownership of Certain Beneficial Owners” above. |
Name of Beneficial Owner | | | Number of Common Shares | | | Percent of Class |
Geoffrey Grammer(1) | | | 587,072 | | | 1.3% |
Bill Leonard(2) | | | 1,406,011 | | | 3.1% |
Erns Loubser+ | | | * | | | * |
Peter Willett | | | * | | | * |
* | Represents less than 1% beneficial ownership of Shares. |
+ | Represents former officers of the Company. |
(1) | Includes (i) 137,750 fully vested and exercisable options and (ii) 449,322 Shares to be issuable to Mr. Grammer upon conversion of the Subordinated Convertible Notes. |
(2) | Includes (i) 832,500 Shares, (ii) 85,000 fully vested and exercisable options, each representing one Share and (iii) 513,511 Shares estimated to be issuable to Mr. Leonard upon conversion of the Subordinated Convertible Notes. |
BRIAN P. BURKE | | | Independent | |||
Pennsylvania, USA Director since: October 2018 Age: 68 | | | Principal Occupation: Mr. Burke is currently the Executive Director of the Professional Women’s Hockey League Players Association. Other Activities: Mr. Burke previously served as president of the Pittsburgh Penguins of the National Hockey League, from 2021 until 2023. Prior to joining the Pittsburgh Penguins, Mr. Burke was a studio analyst at Rogers Sportsnet, a Canadian television sports network, from May 2018 to February 2021. Following graduation from Harvard Law School in 1981, Mr. Burke practiced corporate and securities law, with a focus on professional athletes and teams. Mr. Burke has been the president and/or general manager of several hockey organizations, including the Calgary Flames, Toronto Maple Leafs, Anaheim Ducks, Vancouver Canucks and the Hartford Whalers during the period from 1992 to 2018. Mr. Burke previously served as a member of the boards of directors of the Sports Lawyers Association, Canuck Place Children’s Hospice Foundation and Rugby Canada. Mr. Burke is also a member, and served on the selection committee of, the Hockey Hall of Fame. Mr. Burke received a Juris Doctor from Harvard Law School and a bachelor’s degree in history from Providence College. | |||
| | | ||||
| Public Board Memberships During Last Five Years: None | |||||
| | | ||||
| Public Board Interlocks: None | | | |||
| | | ||||
| Committees: Compensation Committee (Chair) GN Committee | | | Meetings Attended in Fiscal 2023: Board Meetings – 11 of 13 (85%) Compensation Committee Meetings – 1 of 1 (100%) | ||
Share Ownership | ||||||
Shares Owned or Controlled | | | Deferred Share Units(1) | | | Options(1) |
Nil | | | 210,632 | | | 12,000 |
COLLEEN CAMPBELL | | | Independent | |||
Ontario, Canada Director since: September 2018 Age: 66 | | | Principal Occupation: Ms. Campbell is currently a corporate director. Other Activities: Ms. Campbell has over 40 years of experience in the investment banking industry. She retired as vice-chair of Bank of Montreal (“BMO”) Capital Markets in January 2023 after a 44 year career in investment banking. Ms. Campbell served as global head of BMO’s debt capital markets group until 2023 working with corporate, infrastructure and government clients on bond underwriting. Colleen was also a member of the firm’s management committee. In 2012 Colleen was appointed as vice chair of the firm as well as chair of the Investment Committee for the Merchant Bank Real Estate Private Equity Fund, chair of the Investment Committee of the BMO Real Estate Fund and co-chair of the Investment Bank’s Diversity and Inclusion Steering Committee. Ms. Campbell holds an Honors Business Administration degree from Richard Ivey School of Business. | |||
| | | ||||
| Public Board Memberships During Last Five Years: None | |||||
| | | ||||
| Public Board Interlocks: None | | | |||
| | | ||||
| Committees: Audit Committee (Chair) | | | Meetings Attended in Fiscal 2023: Board Meetings – 10 of 13 (77%) Audit Committee Meetings – 4 of 4 (100%) | ||
Share Ownership | ||||||
Shares Owned or Controlled | | | Deferred Share Units(1) | | | Options(1) |
5,000 | | | 210,632 | | | 12,000 |
SASHA CUCUZ | | | Not Independent(2) | |||
Ontario, Canada Director since: September 2018 Age: 46 | | | Principal Occupation: Mr. Cucuz is currently the chief executive officer of Greybrook Securities Inc. (“Greybrook Securities”), a Toronto-based corporate finance and investment banking firm, a position he has held since 2005. Mr. Cucuz is also the executive chairman of the Company, a position he has held since May 2023. Other Activities: As the chief executive officer of Greybrook Securities, Mr. Cucuz is responsible for co-managing the firm’s operation and investment strategy. Together with his partners, Mr. Cucuz has played a significant role in growing Greybrook Securities’ real estate investment portfolio to include over 100 multi-family and residential development projects, representing over $30 billion worth of estimated completion value. Mr. Cucuz also serves as the Co-chair of Greybrook Securities’ Investment and Project Advisory Committees where he is part of the team responsible for approving new acquisitions and overseeing existing limited partnerships. As the former chief executive officer of Greybrook Health, Mr. Cucuz has been involved in several key transactions throughout the Greybrook Health portfolio including the acquisition of MacuHealth, LLC and Bruder Healthcare Inc. and financings for portfolio companies including TearLab Inc. In addition to being a member of the Board of Greenbrook, Mr. Cucuz is also a Director of Greysprings Apartments and Delos Canada. In January 2022, Mr. Cucuz was appointed to the advisory board of Northland Properties, Canada’s largest privately-owned hospitality company which owns well-established brands such as Moxie’s restaurants, Sandman Hotels and the National Hockey League’s Dallas Stars. Charitably, Mr. Cucuz serves on the boards of the Greybrook Foundation and the Blu Genes Foundation. With over 15 years of experience on multiple boards combined with Mr. Cucuz’s commitment, collaborative nature, risk management and strategic vision, Mr. Cucuz offers a strong skill set and extensive industry insight vital for effective directorship. Mr. Cucuz track record on various boards showcases leadership, strategic acumen, and problem-solving abilities, enables him to provide valuable guidance aligned with Greenbrook’s objectives. Furthermore, Mr. Cucuz’s deep familiarity with Greenbrook as a company fosters informed decision making and contributing to its ongoing prosperity. Mr. Cucuz holds a Bachelor of Arts degree in economics from York University. | |||
| | | ||||
| Public Board Memberships During Last Five Years: Neupath Health Inc. (2020 to Present) | |||||
| | | ||||
| Public Board Interlocks: None | |||||
| | | ||||
| Committees: None | | | Meetings Attended in Fiscal 2023: Board Meetings – 13 of 13 (100%) | ||
Share Ownership | ||||||
Shares Owned or Controlled | | | Deferred Share Units(1) | | | Options(1) |
Nil | | | 253,209 | | | 10,000 |
JULIANA ELSTAD | | | Independent | |||
California, USA Director since: January 2024 Age: 47 | | | Principal Occupation: Ms. Elstad is currently the president and CEO of Vibrato Medical, a medical device company developing a novel non-invasive technology for treatment of Chronic Limb Threatening Ischemia and Peripheral Arterial Disease. Other Activities: Prior to joining Vibrato Medical, Ms. Elstad served as CEO of Impleo Medical, a medtech company recognized as one of the world’s Top 50 most innovative startups in 2018; founder of Elstad Medical, advisory firm to medtech CEOs and boards; EVP of business development at Intelect Medical (acquired by Boston Scientific); and led business development efforts at Medtronic, Inc. as well as coordinated strategic planning, performed market analyses for new therapies, and led cross-functional committees. Ms. Elstad is currently a member of the board of directors of AdvaMed, the world’s largest medtech trade association, where she provides strategic oversight to the organization and prioritization of its policy goals. | |||
| | | ||||
| Public Board Memberships During Last Five Years: None | |||||
| | | ||||
| Public Board Interlocks: None | |||||
| | | ||||
| Committees: GN Committee | | | Meetings Attended in Fiscal 2023: N/A(3) | ||
Share Ownership | ||||||
Shares Owned or Controlled | | | Deferred Share Units(1) | | | Options(1) |
Nil | | | Nil | | | Nil |
BILL LEONARD | | | Not Independent(4) | |||
Maryland, USA Director since: February 2018 Age: 59 | | | Principal Occupation: Mr. Leonard is currently the President and Chief Executive Officer of the Company and its predecessor, TMS NeuroHealth Centers Inc., a position he has held since 2011. Other Activities: For more than 20 years, Mr. Leonard has provided operational and strategic leadership in the development of medical devices, pharmaceuticals and healthcare services. Mr. Leonard previously served as president of Leonard Consulting LLC from 2008 to 2011, and president of the Bio-Pharmaceutical Division of Euclid Vision Corporation from November 2007 to December 2010 where he developed FDA strategy for an ophthalmic drop that was successfully approved to undergo clinical trials. Mr. Leonard also served as president of the Refractive Surgery Division of TLC Vision Corporation (“TLC”) from July 2004 to March 2007, where he piloted a comprehensive business strategy and leadership generating over $200 million in revenue with 900 employees and a client base of 13,000 eye care professionals. Mr. Leonard holds a business administration degree from Towson University. | |||
| | | ||||
| Public Board Memberships During Last Five Years: None | |||||
| | | ||||
| Public Board Interlocks: None | |||||
| | | ||||
| Committees: None | | | Meetings Attended in Fiscal 2023: Board Meetings – 13 of 13 (100%) | ||
Share Ownership | ||||||
Shares Owned or Controlled | | | Performance Share Units(5) | | | Options(1) |
832,500 | | | 3,865 | | | 85,000 |
SURINDRA MANN | | | Independent | |||
California, USA Director since: October 2023 Age: 57 | | | Principal Occupation: Ms. Mann is the vice-president, global finance, at STAAR Surgical, a Medical Device company located in California, a position she has held since 2017. Other Activities: Prior to her role at STAAR Surgical, Ms. Mann held multiple positions at Abbott Labs leading all aspects of finance during her more than 15-year tenure. Ms. Mann currently serves on the board of directors of Beyond Blindness where she also served as a member of its finance, governance and audit committees. Ms. Mann received a Bachelor of Commerce from the University of Toronto and is a Chartered Professional Accountant (CMA, Ontario, Canada). | |||
| | | ||||
| Public Board Memberships During Last Five Years: None | |||||
| | | ||||
| Public Board Interlocks: None | | | |||
| | | ||||
| Committees: Audit Committee Compensation Committee | | | Meetings Attended in Fiscal 2023: Board Meetings – 1 of 1 (100%)(6) Audit Committee Meetings – 1 of 1 (100%)(6) | ||
Share Ownership | ||||||
Shares Owned or Controlled | | | Deferred Share Units(1) | | | Options(1) |
Nil | | | 24,023 | | | Nil |
FRANK TWORECKE | | | Independent | |||
Maryland, USA Director since: October 2018 Age: 77 | | | Principal Occupation: Mr. Tworecke is currently a corporate director. Other Activities: Mr. Tworecke has more than 35 years of experience in leading major retail and apparel companies. Prior to his retirement in December 2012, Mr. Tworecke acted as group president of Sportswear of Warnaco Group Inc. from May 2004 to December 2011 where he was responsible for the global business units of Calvin Klein Jeans®, Calvin Klein® Underwear and Chaps® sportswear. Prior to this role, Mr. Tworecke served as the president of Cignal Division at Merry-Go-Round Enterprises, Inc., president and chief executive officer of Bon-Ton Stores Inc. and chief operating officer of Jos. A. Bank Clothiers. Mr. Tworecke also served in senior management positions with other apparel companies including MGR Inc., Federated Department Stores, John Wanamaker’s and Lord & Taylor. Mr. Tworecke also served on the boards of directors of Cherokee Inc., Hampshire Group Limited and Sinai Hospital of Baltimore and now serves as a member of the board of directors of Advisors of Grafton Fraser Inc. Mr. Tworecke holds a Bachelor of Science degree from Cornell University and a Master of Business Administration degree from Syracuse University. Mr. Tworecke was also a member of the Business Advisory Council of the Department of Applied Economics and Management at Cornell University. | |||
| | | ||||
| Public Board Memberships During Last Five Years: None | |||||
| | | ||||
| Public Board Interlocks: None | | | |||
| | | ||||
| Committees: Audit Committee Compensation Committee GN Committee (Chair) | | | Meetings Attended in Fiscal 2023: Board Meetings – 10 of 13 (77%) Audit Committee Meetings – 4 of 4 (100%) Compensation Committee Meetings – 1 of 1 (100%) | ||
Share Ownership | ||||||
Shares Owned or Controlled | | | Deferred Share Units(1) | | | Options(1) |
40,000 | | | 210,632 | | | 10,000 |
ELIAS VAMVAKAS | | | Independent | |||
Ontario, Canada Director since: February 2018 Age: 65 | | | Principal Occupation: Mr. Vamvakas is currently the founder, chairman and chief executive officer of Greybrook Capital Inc. (“Greybrook Capital”), a private equity firm focused on healthcare and real estate, a position he has held since 2007, and the Chairman of The Caldwell Partners International Inc., a position he has held since July 2019. Other Activities: Mr. Vamvakas was previously the chairman of TearLab Corporation, a position he held until July 2020. Prior to founding Greybrook Capital, Mr. Vamvakas co-founded TLC where he served as president and chief executive officer from 1994 to 2004. During this period, Mr. Vamvakas built TLC into the largest eye care service provider organization in North America with revenues of more than $300 million and TLC’s stock appreciating well over $1 billion. Mr. Vamvakas holds a Bachelor of Science degree from the University of Toronto. | |||
| | | ||||
| Public Board Memberships During Last Five Years: | |||||
| TearLab Corporation The Caldwell Partners International Inc. | | | (1996 to 2020) (2019 to Present) | ||
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| Public Board Interlocks: None | | | |||
| | | ||||
| Committees: None | | | Meetings Attended in Fiscal 2023: Board Meetings - 9 of 13 (69%) | ||
Share Ownership | ||||||
Shares Owned or Controlled | | | Deferred Share Units(1) | | | Options(1) |
Nil(7) | | | 220,714 | | | 20,000 |
(1) | For additional information regarding deferred share units (“DSUs”) and stock options (“Options”) held by directors, see “Director Compensation” below. |
(2) | Mr. Cucuz is considered a non-independent director as a result of the fact that he serves as Executive Chairman of the Company. |
(3) | Ms. Elstad was appointed to the Board on January 23, 2024. Accordingly, Ms. Elstad did not attend any board meetings during Fiscal 2023. |
(4) | Mr. Leonard is considered a non-independent director as he is the President and Chief Executive Officer of Greenbrook. |
(5) | For additional information regarding performance share units (“PSUs”) held by Mr. Leonard, see “Executive Compensation” below. |
(6) | Ms. Mann was appointed to the Board on October 31, 2023. Accordingly, meeting attendance reflects Ms. Mann’s attendance from October 31, 2023 to December 31, 2023. |
(7) | Mr. Vamvakas is the chairman and founder of Greybrook Capital, the parent company of Greybrook Health. The Vamvakas Family Trust may be deemed a beneficial owner of the 45,762,922 Shares held by Greybrook Health and the 200,000 Shares held by Greybrook Realty. Mr. Vamvakas disclaims beneficial ownership of the Shares that may be beneficially owned by The Vamvakas Family Trust. |
• | appointing the President and Chief Executive Officer; |
• | appointment, evaluation and development of senior management and succession planning; |
• | approving the corporate goals and objectives that the President and Chief Executive Officer is responsible for meeting and reviewing the performance of the President and Chief Executive Officer against such corporate goals and objectives; |
• | taking steps to satisfy itself as to the integrity of the President and Chief Executive Officer and other senior executive officers and that the President and Chief Executive Officer and other senior executive officers create a culture of integrity throughout the organization; and |
• | reviewing and approving management’s strategic and business plans. |
• | Code of Conduct; |
• | Corporate Governance Guidelines; |
• | Disclosure Policy; |
• | Insider Trading Policy; |
• | Majority Voting Policy; |
• | Clawback Policy; and |
• | Whistleblower Policy. |
Director | | | Independent |
Brian P. Burke | | | Yes |
Colleen Campbell | | | Yes |
Sasha Cucuz(1) | | | No |
Juliana Elstad | | | Yes |
Bill Leonard(2) | | | No |
Surindra Mann | | | Yes |
Frank Tworecke | | | Yes |
Elias Vamvakas | | | Yes |
(1) | Mr. Cucuz is the Executive Chairman of the Company and is considered a non-independent director because of his role in the Company’s management team. |
(2) | Mr. Leonard is President and Chief Executive Officer of the Company is considered a non-independent director because of his role in the Company’s management team. |
• | Colleen Campbell (Chair); |
• | Surindra Mann; and |
• | Frank Tworecke. |
• | the quality and integrity of our financial statements and related information; |
• | the independence, qualifications and appointment of our external auditor; |
• | our disclosure controls and procedures, internal control over financial reporting and management’s responsibility for assessing and reporting on the effectiveness of such controls; |
• | our risk management processes; |
• | monitoring and periodically reviewing our whistleblower policy; and |
• | transactions with our related parties. |
Director | | | Meetings Attended |
Colleen Campbell | | | 4 of 4 (100%) |
Surindra Mann(1) | | | 1 of 1 (100%) |
Frank Tworecke | | | 4 of 4 (100%) |
(1) | Ms. Mann joined the Audit Committee on October 31, 2023, and her attendance reflects the meetings attended since her appointment. |
• | Frank Tworecke; |
• | Brian P. Burke; and |
• | Juliana Elstad. |
• | the recruitment, development, and retention of our senior executives; |
• | maintaining talent management and succession planning systems and processes relating to our senior management; |
• | developing our corporate governance guidelines and principles and providing us with governance leadership; |
• | identifying and overseeing the recruitment of candidates qualified to be nominated as members of our Board; |
• | reviewing the structure, composition, and mandate of Board committees; and |
• | evaluating the performance and effectiveness of our Board and of our Board committees. |
• | Brian P. Burke (Chair); |
• | Surindra Mann; and |
• | Frank Tworecke. |
• | the appointment, performance, evaluation and compensation of our senior executives; |
• | developing a compensation structure for our senior executives including salaries, annual and long-term incentive plans including plans involving Share issuances and other Share-based awards; |
• | establishing policies and procedures designed to identify and mitigate risks associated with our compensation policies and practices; |
• | assessing the compensation of our directors; and |
• | developing benefit, retirement and savings plans. |
Director | | | Meetings Attended |
Brian P. Burke | | | 1 of 1 (100%) |
Frank Tworecke | | | 1 of 1 (100%) |
Surindra Mann(1) | | | N/A |
(1) | Ms. Mann joined the Compensation Committee on October 31, 2023, and there were no Compensation Committee meetings for the period between October 31, 2023 and December 31, 2023. |
Director | | | Meetings Attended |
Brian P. Burke | | | 11 of 13 (85%) |
Colleen Campbell | | | 10 of 13 (77%) |
Sasha Cucuz | | | 13 of 13 (100%) |
Bill Leonard | | | 13 of 13 (100%) |
Surindra Mann(1) | | | 1 of 1 (100%) |
Frank Tworecke | | | 10 of 13 (77%) |
Elias Vamvakas | | | 9 of 13 (69%) |
(1) | Ms. Mann joined the Board on October 31, 2023, and her attendance reflects the meetings attended since her appointment. |
Name | | | Age | | | Position |
Andrew Crish | | | 47 | | | Chief Operating Officer |
Sasha Cucuz | | | 46 | | | Executive Chairman |
Geoffrey Grammer | | | 53 | | | Chief Medical Officer |
Bill Leonard | | | 59 | | | President and Chief Executive Officer |
Peter Willett | | | 34 | | | Chief Financial Officer |
Name and Principal Position | | | Year | | | Salary | | | Bonus(6) | | | Option Awards(1) | | | All Other Compensation | | | Total |
Bill Leonard Chief Executive Officer and President | | | 2023 | | | $475,000 | | | — | | | $66,000 | | | $15,094(2) | | | $556,094 |
| 2022 | | | $468,750 | | | — | | | — | | | — | | | $468,750 | ||
Peter Willett(4)(5) Chief Financial Officer | | | 2023 | | | $251,767 | | | — | | | $49,500 | | | — | | | $301,267 |
| 2022 | | | $172,555 | | | $20,000 | | | — | | | — | | | $192,555 | ||
Geoffrey Grammer Chief Medical Officer | | | 2023 | | | $300,000 | | | — | | | $50,700 | | | $10,500 | | | $361,200 |
| 2022 | | | $293,750 | | | — | | | — | | | $10,281(3) | | | $304,031 | ||
Erns Loubser(4)(5) Chief Financial Officer (Former) | | | 2023 | | | $283,234 | | | — | | | $66,000 | | | — | | | $349,234 |
| 2022 | | | $315,000 | | | — | | | — | | | — | | | $315,000 |
(1) | The amounts listed in this column represent the grant date fair value computed in accordance with Financial Accounting Standards Board ASC 718 of 100,000 Options (as defined herein) granted to Mr. Leonard on May 15, 2023, 75,000 Options granted to Mr. Willett on May 15, 2023, 75,000 Options granted to Dr. Grammer on May 15, 2023 and 5,000 Options granted to Dr. Grammer on November 8, 2023. See Note 16 within the Company’s audited consolidated financial statements as at and for the year ended December 31, 2023 for a discussion of the relevant assumptions used in calculating value pursuant to ASC 718. |
(2) | Mr. Leonard received $15,094 in employer 401(k) matching contributions during Fiscal 2023. |
(3) | Dr. Grammer received $10,500 and $10,281 in employer 401(k) matching contributions during Fiscal Years 2023 and 2022, respectively. |
(4) | Mr. Loubser voluntarily left the Company effective as of October 20, 2023 and Mr. Willett was appointed Interim Chief Financial Officer. On January 29, 2024, Mr. Willett was appointed Chief Financial Officer. |
(5) | Mr. Loubser and Mr. Willett were paid in Canadian Dollars. The exchange rate used for Fiscal 2023 was the average annual rate of C$1.00 = $0.7409. The exchange rate used for Fiscal Year 2022 was the average annual rate of C$1.00 = $0.7685. |
(6) | Amounts reflect annual bonuses that were paid to NEOs in respect of Fiscal 2022. Annual bonuses have not been determined for Fiscal 2023. |
| | Option Awards | | | | | | | | | Stock Awards | | | |||||
Name | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price(1) | | | Option Expiration Date | | | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | | | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) |
Bill Leonard(2) | | | 50,000 | | | 50,000(3) | | | $0.75 | | | May 15, 2033 | | | — | | | 1,047 |
| 10,000 | | | — | | | $10.13 | | | February 3, 2030 | | | — | | | — | ||
Peter Willett(4) | | | 37,500 | | | 37,500(5) | | | $0.75 | | | May 15, 2033 | | | — | | | — |
| 6,667 | | | 3,333(6) | | | $15.45 | | | February 17, 2031 | | | — | | | — | ||
| 4,000 | | | — | | | $10.13 | | | February 3, 2030 | | | — | | | — | ||
| 5,000 | | | — | | | $12.44 | | | March 27, 2029 | | | — | | | — | ||
| 3,000 | | | — | | | $10.00 | | | October 3, 2028 | | | — | | | — | ||
| 2,000 | | | — | | | $7.50 | | | March 31, 2028 | | | — | | | — | ||
| 3,000 | | | — | | | $5.00 | | | March 31, 2027 | | | — | | | — | ||
Geoffrey Grammer(7) | | | 2,500 | | | 2,500(8) | | | $0.2625 | | | November 8, 2033 | | | — | | | — |
| 37,500 | | | 37,500(9) | | | $0.75 | | | May 15, 2033 | | | — | | | — | ||
| 8,000 | | | 4,000(10) | | | $15.45 | | | February 17, 2031 | | | — | | | — | ||
| 20,000 | | | — | | | $10.13 | | | February 3, 2030 | | | — | | | — | ||
| 2,000 | | | — | | | $5.00 | | | March 31, 2027 | | | — | | | — | ||
| 5,000 | | | — | | | $5.00 | | | March 31, 2026 | | | — | | | — | ||
| 40,000 | | | — | | | $5.00 | | | March 31, 2025 | | | — | | | — | ||
Erns Loubser(11) | | | 50,000 | | | 50,000(3) | | | $0.75 | | | May 15, 2033 | | | — | | | — |
| 6,667 | | | 3,333(12) | | | $15.45 | | | February 17, 2031 | | | — | | | — | ||
| 15,000 | | | — | | | $10.13 | | | February 3, 2030 | | | — | | | — | ||
| 135,000 | | | — | | | $5.00 | | | March 31, 2027 | | | — | | | — | ||
| 5,000 | | | — | | | $5.00 | | | March 31, 2026 | | | — | | | — | ||
| 10,000 | | | — | | | $5.00 | | | March 31, 2025 | | | — | | | — |
(1) | The Option Exercise Price is reported in U.S. dollars. Of the outstanding Options reported in the table above, the exercise price of the Options granted on February 3, 2020 and February 17, 2021 were C$13.40 and C$20.43, respectively, which has been converted to U.S. dollars based on the exchange rate on December 29, 2023 (the last business day of Fiscal 2023) of C$1.00 = US$1.32. All other outstanding Options reported in the table above were granted with an exercise price denominated in U.S. dollars. |
(2) | Mr. Leonard was granted 10,000 Options on February 3, 2020, which are fully vested; and 100,000 Options on May 15, 2023, of which 50,000 are vested, and, in each case, are subject to the terms of the Equity Incentive Plan. |
(3) | Of the remaining 50,000 Options, 25,000 will vest on each of May 15, 2024 and May 15, 2025. |
(4) | Mr. Willett was granted 3,000 Options on March 31, 2017, which are fully vested; 2,000 Options on March 31, 2018, which are fully vested; 3,000 Options on October 3, 2018, which are fully vested; 5,000 Options on March 27, 2019, which are fully vested; 4,000 Options on February 3, 2020, which are fully vested; 10,000 Options on February 17, 2021, of which 6,667 are vested; and 75,000 Options on May 15, 2023, of which 37,500 are vested, and, in each case, are subject to the terms of the Equity Incentive Plan. |
(5) | Of the remaining 37,500 Options, 18,750 will vest on each of May 15, 2024 and May 15, 2025. |
(6) | The remaining 3,333 Options vested on February 17, 2024. |
(7) | Dr. Grammer was granted 40,000 Options on March 31, 2015, which are fully vested; 5,000 Options on March 31, 2016, which are fully vested; 2,000 Options on March 31, 2017, which are fully vested; 20,000 Options on February 3, 2020, which are fully vested; 12,000 Options on February 17, 2021, which are fully vested; 75,000 Options on May 15, 2023, of which 37,500 are vested; and 5,000 Options on November 8, 2023, of which 2,500 are vested, and, in each case, are subject to the terms of the Equity Incentive Plan. |
(8) | Of the remaining 2,500 Options, 1,250 will vest on each of November 8, 2024 and November 8, 2025. |
(9) | Of the remaining 37,500 Options, 18,750 will vest on each of May 15, 2024 and May 15, 2025. |
(10) | The remaining 4,000 Options vested on February 17, 2024. |
(11) | Mr. Loubser was granted 10,000 Options on March 31, 2015, which are fully vested; 5,000 Options on March 31, 2016, which are fully vested; 135,000 Options on March 31, 2017, which are fully vested; 15,000 Options on February 3, 2020, which are fully vested; 10,000 Options on February 17, 2021, of which 6,667 are vested; and 100,000 Options on May 15, 2023, of which 50,000 are vested, and, in each case, are subject to the terms of the Equity Incentive Plan. |
(12) | The remaining 3,333 Options vested on February 17, 2024. |
Name | | | Fees Earned(1) | | | Total(2) |
Brian P. Burke | | | $90,000 | | | $90,000 |
Colleen Campbell | | | $95,000 | | | $95,000 |
Sasha Cucuz | | | $92,857 | | | $92,857 |
Adrienne Graves | | | $75,082 | | | $75,082 |
Robert Higgins | | | $37,802 | | | $37,802 |
Benjamin Klein | | | — | | | — |
Surindra Mann | | | $13,261 | | | $13,261 |
Adele C. Oliva | | | $37,802 | | | $37,802 |
Frank Tworecke | | | $81,658 | | | $81,658 |
Elias Vamvakas | | | $87,143 | | | $87,143 |
(1) | The amount reported in this column for each director represents the total amount of the director’s retainer fees earned during Fiscal 2023, including such portion of the retainer fees that the director elected to receive in DSUs. See the table below for the portion of the retainer fees that were paid in cash vs. DSUs. |
(2) | Other than the DSUs that were granted in lieu of the cash retainer fees, there were no share-based awards, Option-based awards, non-equity incentive plan compensation, or any other compensation paid to the directors in Fiscal 2023. |
Name | | | Fees Earned ($) | | | Paid in Cash ($) | | | Number of DSUs (#) | | | Value ($) |
Brian P. Burke | | | $90,000 | | | $10,000 | | | 210,632 | | | $80,000 |
Colleen Campbell | | | $95,000 | | | $15,000 | | | 210,632 | | | $80,000 |
Sasha Cucuz | | | $92,857 | | | — | | | 253,209 | | | $92,857 |
Adrienne Graves | | | $75,082 | | | $41,712 | | | 81,292 | | | $33,370 |
Robert Higgins | | | $37,802 | | | $18,901 | | | 26,706 | | | $18,901 |
Benjamin Klein | | | — | | | — | | | — | | | — |
Surindra Mann | | | $13,261 | | | $6,630 | | | 24,023 | | | $6,630 |
Adele C. Oliva | | | $37,802 | | | — | | | 53,420 | | | $37,802 |
Frank Tworecke | | | $81,658 | | | $1,658 | | | 210,632 | | | $80,000 |
Elias Vamvakas | | | $87,143 | | | $10,000 | | | 220,714 | | | $87,143 |
NAME | | | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS |
Brian P. Burke | | | 12,000 |
Colleen Campbell | | | 12,000 |
Sasha Cucuz | | | 10,000 |
Adrienne Graves | | | — |
Robert Higgins | | | — |
Benjamin Klein | | | — |
Surindra Mann | | | — |
Adele C. Olivia | | | 5,000 |
Frank Tworecke | | | 10,000 |
Elias Vamvakas | | | 20,000 |
| | Year Ended December 31, 2023 | | | Year Ended December 31, 2022 | |
Audit Fees(1) | | | $803,108 | | | $675,361 |
Audit-Related Fees(2) | | | $144,882 | | | $119,472 |
Tax Fees(3) | | | $226,684 | | | $171,655 |
All Other Fees | | | $— | | | $— |
Total Fees | | | $1,174,674 | | | $966,488 |
(1) | Consist of fees related to audits of annual financial statements, involvement with registration statements and other filings with various regulatory authorities, quarterly reviews of interim financial statements and consultations related to accounting matters impacting the consolidated financial statements. |
(2) | Consists primarily of fees related to the US GAAP transition (Fiscal 2023) and the acquisition of Check Five LLC (doing business as “Success TMS”) (Fiscal 2022). |
(3) | Consists of fees for tax consultation and compliance services, including indirect taxes. |
1. | Introduction |
2. | Chair of the Board |
3. | Board Size |
4. | Independence |
5. | Role and Responsibilities of the Board |
6. | Board Meetings |
(a) | In accordance with the constating documents of the Company, meetings of the Board may be held at such times and places as the Chair may determine and as many times per year as necessary to effectively carry out the Board’s responsibilities. The non-employee Directors may meet without senior executives of the Company, as required. The independent Directors shall have regularly scheduled meetings, at least twice annually, without senior executives of the Company and any non-independent Directors. |
(b) | The Chair shall be responsible for establishing or causing to be established the agenda for each Board meeting, and for ensuring that regular minutes of Board proceedings are kept and circulated on a timely basis for review and approval. |
(c) | The Chair (or other Directors as delegated by the Chair from time to time) may invite, at its discretion, any other individuals to attend its meetings. Senior executives of the Company shall attend a meeting if invited by the Chair (or another Director delegated by the Chair). |
7. | Delegations and Approval Authorities |
(a) | The Board shall appoint the chief executive officer of the Company (the “CEO”) and delegate to the CEO and other senior executives the authority over the day-to-day management of the business and affairs of the Company. |
(b) | The Board may delegate certain matters it is responsible for to the committees of the Board, currently consisting of the Audit Committee, and the Governance, Compensation and Nominating Committee. The Board may appoint other committees, as it deems appropriate, to the extent permissible under applicable law. The Board will, however, retain its oversight function and ultimate responsibility for such matters and associated delegated responsibilities. |
8. | Strategic Planning Process and Risk Management |
(a) | The Board shall adopt a strategic planning process to establish objectives and goals for the Company’s business and shall review, approve and modify as appropriate the strategies proposed by senior executives to achieve such objectives and goals. The Board shall review and approve, at least on an annual basis, a strategic plan which takes into account, among other things, the opportunities and risks of the Company’s business and affairs. |
(b) | The Board, in conjunction with management, shall be responsible to identify the principal risks of the Company’s business and oversee management’s implementation of appropriate systems to seek to effectively monitor, manage and mitigate the impact of such risks. Pursuant to its duty to oversee the implementation of effective risk management policies and procedures, the Board may delegate to applicable Board committees the responsibility for assessing and implementing appropriate policies and procedures to address specified risks, including delegation of financial and related risk management to the Audit Committee and delegation of risks associated with compensation policies and practices to the Governance, Compensation and Nominating Committee. |
9. | Succession Planning, Appointment and Supervision of Senior Executives |
(a) | The Board shall approve the corporate goals and objectives of the CEO and review the performance of the CEO against such corporate goals and objectives. The Board shall take steps to satisfy itself as to the integrity of the CEO and other senior executives of the Company and that the CEO and other senior executives create a culture of integrity throughout the organization. |
(b) | The Board shall approve the succession plan for the Company, including the selection, appointment, supervision and evaluation of the senior executives of the Company, and shall also approve the compensation of the senior executives of the Company upon recommendation of the Governance, Compensation and Nominating Committee. The CEO may not be present during voting or deliberations on his/her executive compensation. |
10. | Financial Reporting and Internal Controls |
11. | Regulatory Filings |
12. | Corporate Disclosure and Communications |
13. | Corporate Policies |
14. | Review of Mandate |
1 Year Greenbrook TMS (QB) Chart |
1 Month Greenbrook TMS (QB) Chart |
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