1. |
to receive the consolidated financial statements of the Corporation for the fiscal year ended January 31st, 2024, together with the auditors' report thereon;
|
2. |
to elect directors;
|
3. |
to re-appoint auditors;
|
4. |
to consider and, if deemed advisable, adopt an ordinary resolution approving the amendment of the Corporation's Performance and Restricted Share Unit Plan;
|
5. |
to consider and, if deemed advisable, approve the advisory resolution to accept the approach to executive compensation disclosed herein; and
|
6. |
to transact such further and other business as may properly come before the Meeting or any adjournment thereof.
|
Peter Nguyen
Corporate Secretary
SOLICITATION OF PROXIES
|
1
| ||
DELIVERY OF MEETING MATERIALS
|
1
| ||
APPOINTMENT OF PROXIES
|
2
| ||
ATTENDING THE MEETING
|
3
| ||
Registered Shareholders
|
3
| ||
Non-Registered Shareholders
|
3
| ||
Attending as a Guest
|
3
| ||
PARTICIPATING AT THE MEETING
|
4
| ||
Registered Shareholders and Duly Appointed Proxyholders
|
4
| ||
Non-Registered Shareholders
|
5
| ||
VOTING AT THE MEETING
|
5
| ||
REVOCATION OF PROXIES
|
6
| ||
VOTING OF PROXIES
|
6
| ||
VOTING OF SHARES
|
7
| ||
PRINCIPAL HOLDERS OF VOTING SHARES
|
7
| ||
CURRENCY
|
7
| ||
MATTERS TO BE ACTED UPON AT THE MEETING
|
8
| ||
1.
|
Presentation of Financial Statements
|
8
| |
2.
|
Election of Directors
|
8
| |
Director Nominees
|
9
| ||
Skill Set and Experience of Proposed Director Nominees
|
15
| ||
Board Independence
|
15
| ||
Independent Chair of the Board
|
15
| ||
Meetings of Independent Directors
|
15
| ||
Director Service on Other Boards
|
16
| ||
Director Meetings and Attendance
|
16
| ||
Director Tenure, Age and Board Renewal
|
17
| ||
Nomination of Directors
|
18
| ||
Orientation of New Directors
|
18
| ||
Continuing Education
|
18
| ||
Majority Voting for Director Nominees
|
21
| ||
Advance Notice Provisions
|
21
| ||
3.
|
Appointment of Auditors
|
22
| |
Audit Fees
|
22
|
4.
|
Approval of Amendments to the Performance and Restricted Share Unit Plan
|
23
| |
Background
|
23
| ||
Proposed Amendments
|
23
| ||
5.
|
Advisory Vote on Executive Compensation (Say-On-Pay Vote)
|
24
| |
6.
|
Other Matters
|
24
| |
STATEMENT OF CORPORATE GOVERNANCE PRACTICES
|
25
| ||
Mandate of the Board of Directors
|
26
| ||
Risk Oversight
|
26
| ||
ESG Oversight
|
27
| ||
Role of Board in Corporate Strategy
|
27
| ||
Committee Charters and Position Descriptions
|
28
| ||
Audit Committee
|
29
| ||
Compensation Committee
|
31
| ||
Corporate Governance Committee
|
31
| ||
Nominating Committee
|
31
| ||
Board of Directors, Committee and Individual Director Assessments
|
32
| ||
Policy on Diversity
|
32
| ||
Ethical Business Conduct
|
35
| ||
Succession Planning
|
35
| ||
Shareholder Engagement
|
36
| ||
Environmental, Social and Governance Framework
|
37
| ||
Organizational Governance
|
38
| ||
Environmental Impact
|
38
| ||
Human Rights and Labour Practices
|
39
| ||
Business Conduct and Fair Dealing
|
40
| ||
STATEMENT OF COMPENSATION GOVERNANCE
|
40
| ||
Compensation Committee
|
40
| ||
Compensation Committee Report
|
42
| ||
Compensation Discussion and Analysis
|
42
| ||
Overview of Compensation Program
|
43
| ||
Executive Officer Compensation Philosophy
|
43
| ||
Compensation Objectives
|
44
| ||
Compensation Oversight Process
|
55
| ||
Use of Compensation Consultants
|
56
| ||
Role of Executive Officers in the Compensation Process
|
56
| ||
Compensation-related Risk Mitigation
|
57
|
Compensation Clawback Policies
|
58
| ||
Management Equity Ownership Policy
|
59
| ||
Total Value of Equity Holdings of NEOs
|
60
| ||
Hedging and Pledging Restrictions
|
61
| ||
Fiscal 2024 Compensation Structures of the NEOs
|
61
| ||
Summary Compensation Table
|
67
| ||
Outstanding NEO Option-based Awards and Share-based Awards
|
68
| ||
NEO Incentive Plan Awards - Value Vested or Earned During Fiscal 2024
|
70
| ||
NEO Option Exercises During Fiscal 2024
|
70
| ||
CEO Five-Year Look Back Compensation
|
71
| ||
NEO Termination and Change of Control Benefits
|
72
| ||
Quantitative Estimates of Payments to NEOs upon Termination or Change of Control
|
74
| ||
Director Compensation
|
75
| ||
Compensation Policies
|
76
| ||
Fiscal 2024 Compensation for Directors
|
77
| ||
Outstanding Director Option-Based Awards and Share-based Awards
|
77
| ||
Director Incentive Plan Awards - Value Vested or Earned During Fiscal 2024
|
78
| ||
Director Equity Ownership Policy
|
78
| ||
SECURITY-BASED COMPENSATION PLANS
|
79
| ||
Common Shares Authorized for Issuance Under Equity Compensation Plans
|
79
| ||
1998 Stock Option Plan
|
80
| ||
PRSU Plan
|
82
| ||
Directors' DSU Plan
|
86
| ||
Cash-settled RSU Plan
|
86
| ||
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS
|
87
| ||
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
|
87
| ||
GENERAL
|
87
| ||
SHAREHOLDER PROPOSALS
|
87
| ||
APPROVAL BY THE BOARD OF DIRECTORS
|
87
| ||
SCHEDULE "A" THE DESCARTES SYSTEMS GROUP INC. PERFORMANCE AND RESTRICTED SHARE UNIT PLAN
|
1
| ||
SCHEDULE "B" THE DESCARTES SYSTEMS GROUP INC. MANDATE FORTHE BOARD OF DIRECTORS
|
1
| ||
SCHEDULE "C" RECONCILIATION OF NON-GAAP FINANCIAL MEASURES - ADJUSTED EBITDA
|
1
| ||
SCHEDULE "D" VIRTUAL MEETING USER GUIDE
|
1
|
o |
Registered shareholders - The 15-digit control number is located on the form of proxy or in the email notification you received.
|
o |
Duly appointed proxyholders - Computershare will provide the proxyholder with an invite code after the proxy cut-off has passed.
|
100 University Avenue
Name
|
Number of Common Shares |
Percentage of Class |
T. Rowe Price Associates, Inc. and T. Rowe Price Investment Management, Inc.(1) |
10,410,383
|
12.2%
|
1. |
Presentation of Financial Statements
|
2. |
Election of Directors
|
Director Nominees
|
Nominee
|
Director
Since
|
Equity Holdings
| ||
Deepak Chopra, B. Comm (Hons),FCPA, FCGA
Toronto, Ontario
Age - 60
Member - Audit Committee
Member - Nominating Committee
2023 AGM Votes in Favour:
72,901,775 (97.89%)
|
2020
|
DSUs
|
13,231
|
Mr. Chopra is a corporate director. Mr. Chopra most recently served as President and Chief Executive Officer of Canada Post Corporation from February 2011 to March 2018. Mr. Chopra has more than 30 years of global experience in the financial services, technology, transportation, logistics & supply-chain industries. Prior to that, for more than 20 years, he worked for Pitney Bowes Inc., a NYSE-traded technology company known for postage meters, mail automation and location intelligence services. He served as President of Pitney Bowes Canada and Latin America from 2006 to 2010. He held a number of increasingly senior executive roles internationally, including President of its new Asia Pacific and Middle East region from 2001 to 2006 and Chief Financial Officer for Europe, Africa & Middle East (EAME) region from 1998-2001. He has previously served on the boards of Canada Post Corporation, Purolator Inc., SCI Group, the Canada Post Community Foundation, Conference Board of Canada and the Toronto Region Board of Trade. He currently sits on the board of Celestica, Inc. (TSX:CLS), The North West Company (TSX:NWC) and Sun Life Financial (TSX:SLF). Mr. Chopra is a Fellow of the Institute of Chartered Professional Accountants of Canada and has a Bachelor's degree in Commerce (Honours) and a Master's Degree in Business Management (PGDBM).
|
Nominee
|
Director
Since
|
Equity Holdings
| ||
Deborah Close, B.A., ICD.D
Calgary, Alberta, Canada
Age - 70
Chair - Compensation Committee
Member - Nominating Committee
2023 AGM Votes in Favour:
72,785,597 (97.73%)
|
2015
|
DSUs
|
40,397
|
Ms. Close is a corporate director. Ms. Close held the position of President of the Production Services division of Tervita Corporation from 2010 until 2016. Tervita Production Services, now High Artic Energy Services (TSX:HWO), delivers engineering and field-based services to the oil and gas industry. From 2002 to 2010, Ms. Close was the Executive Vice President of DO2 Technologies (now Enverus), a software company providing electronic invoicing to the oil and gas industry. During Ms. Close's tenure, DO2 grew from a start-up to the leading provider of e-invoicing to oil and gas companies and their suppliers. Prior to DO2, Ms. Close served in a number of Regional Vice President roles in Halliburton Corporation's software division, Landmark Graphics. She held executive roles in several of Landmark's largest regions, including VP of Strategic Accounts, Regional VP of North America and Regional VP of Europe and the Former Soviet Union. During Ms. Close's 12 years at Halliburton, she worked in Canada, the US and Europe. Ms. Close also currently serves on the board of directors of Inter Pipeline Ltd, a privately held company but a reporting issuer for certain debt securities. Ms. Close holds a Bachelor of Arts from the University of Calgary and the ICD.D designation from the Institute of Corporate Directors and Rotman School of Management.
|
Nominee
|
Director
Since
|
Equity Holdings
| ||
Eric A. Demirian, BBM, C.P.A, C.G.A, C.A.
Toronto, Ontario, Canada
Age - 65
Chair of the Board
Member - Audit Committee
Member - Governance Committee
2023 AGM Votes in Favour:
71,530,973 (96.05%)
|
2011
|
Common Shares
DSUs
|
10,000
67,703
|
Mr. Demirian is a Chartered Professional Accountant, Certified General Accountant and a Chartered Accountant. Since 2003, Mr. Demirian has served as president of Parklea Capital, Inc. ("Parklea"), a boutique financial and strategy advisory firm providing services to small- and mid-market public and private companies, and President of Demicap Inc., a private investment firm. Prior to Mr. Demirian's position at Parklea, he held the position of Executive Vice President of Group Telecom, Inc. from 2000 to 2003. From 1983 to 2000, Mr. Demirian was with PricewaterhouseCoopers LLP ("PwC") where he was a partner and head of the Information and Communications Practice. Mr. Demirian serves on the boards of Enghouse Systems Ltd. (TSX:ENGH) and Imax Corporation (NYSE:IMAX). Mr. Demirian is a former director and chair of the audit committees of a number of public companies. Mr. Demirian holds a Bachelor of Business Management degree from Toronto Metropolitan University.
|
Nominee
|
Director
Since
|
Equity Holdings
| ||
Sandra Hanington, B.A.Sc., MBA, ICD.D
Toronto, Ontario
Age - 62
Member - Compensation Committee
Member - Governance Committee
2023 AGM Votes in Favour:
73,566,240 (98.78%)
|
2022
|
Common Shares
DSUs
|
1,650
5,879
|
Ms. Hanington is a corporate director. Ms. Hanington is the former President & Chief Executive Officer of the Royal Canadian Mint, a global manufacturing and marketing business, where she led a multi-year strategic and operational turnaround. Prior to that, Ms. Hanington worked in the financial services sector and served in a number of progressively senior roles in Canada and the U.S., culminating as Executive Vice-President and member of the Management Committee of BMO Financial Group. Ms. Hanington currently serves as a director for Extendicare Inc. (TSX: EXE), a private sector owner and operator of long-term care homes and a private sector provider of publicly-funded home health care services and is a member of the Governing Council of the University of Toronto. Ms. Hanington previously served on the boards of Aimia Inc (TSX: AIM), Canada Mortgage and Housing Corporation and Symcor, Inc. Ms. Hanington is co-founder and has served as a director of Jack.org, a Canadian youth mental health charity since 2010 and is the recipient of the Meritorious Service Cross from the office of the Governor General for her work with the organization. Ms. Hanington was named by the Women's Executive Network (WXN)™ as one of Canada's Top 100 Most Powerful Women three times in a row, from 2007 to 2009 and was inducted into the WXN Hall of Fame in 2010. Ms. Hanington holds a B.A.Sc. from University of Waterloo, an MBA from the Rotman School of Management, University of Toronto, and the ICD.D designation.
|
Nominee
|
Director
Since
|
Equity Holdings
| ||
Kelley Irwin, B.A.Math, C.Dir
Pickering, Ontario
Age - 61
Member - Audit Committee
Member - Nominating Committee
2023 AGM Votes in Favour:
73,563,137 (98.78%)
|
2022
|
DSUs
|
5,646
|
Ms. Irwin is a corporate director and holds a Chartered Director (C.Dir) designation. Ms. Irwin has 35 years of international Information Technology (IT) experience in the financial services and regulatory industries. She held executive roles at Sun Life Financial, TD Bank, Economical Insurance, and its subsidiary, Sonnet Insurance, and the Electrical Safety Authority (ESA). From 2019-2023, she held the position of Chief Information Officer (CIO) at the ESA where she led a multi-year digital transformation. Ms. Irwin sits on cyber security Advisory Boards and is a frequent public speaker in forums on cyber-security. Ms. Irwin currently serves as a director on the boards of Lakefront Utility Services Inc. and Pro-Demnity Insurance Company. Ms. Irwin holds a BA in Mathematics from the University of Western Ontario, a Computer Science Diploma from Fanshawe College, Cyber-Security Certificate from the University of Washington, and has completed executive education at the Harvard Kennedy School. Ms. Irwin actively participates in local and global organizations supporting women in technology.
|
Nominee
|
Director
Since
|
Equity Holdings
| ||
Dennis Maple, B.Sc.
Malvern, Pennsylvania, U.S.A.
Age - 64
Chair - Nominating Committee
Member - Compensation Committee
2023 AGM Votes in Favour:
73,078,315 (98.12%)
|
2017
|
DSUs
|
29,820
|
Mr. Maple is currently Chairman and Chief Executive Officer of Goddard Systems, LLC, which oversees the operation of 631 premium early childhood education schools operating in 38 states across the United States. Between January 2014 and August 2019, Mr. Maple was the President of First Student, Inc., a subsidiary of United Kingdom based publicly-traded First Group plc., a transport operator in the United Kingdom and North America, that provides transportation solutions encompassing student bus transportation and public rail and public bus operations. Prior to serving as President of First Student, from 2006 to January 2014, Mr. Maple was President of Aramark Education, the market leading provider of food and nutrition planning services, facilities management, construction project management and related services to school districts across North America. Prior to his role as President of Aramark Education, from 2003 to 2006, Mr. Maple held senior executive management positions at Aramark serving both K-12 schools and Higher Education Colleges and Universities. Prior to serving in executive roles at Aramark, from 1994 to 2003, Mr. Maple served as an Area Vice President at Coors Brewing and in several other management roles. Leading up to 1994, Mr. Maple held executive roles at Kraft-General Foods, PepsiCo and The Quaker Oats Company. Mr. Maple holds a Bachelor of Science degree with a major in accounting from the University of Tennessee, Knoxville. During the past 30 years, Mr. Maple has served on numerous charitable and community-based boards, including the Urban League of Philadelphia, The Episcopal Academy, a leading college preparatory school, recognized nationally, based in the suburbs of Philadelphia, and as well, he has served on numerous other local organization boards, including Philadelphia Outward Bound, Philadelphia Academies and the Paoli Hospital Foundation. Mr. Maple has also been an active participant in organizations across North America supporting primary and secondary schools and communities. In 2021, Mr. Maple was elected to the International Franchise Association's (IFA) Board of Directors. In 2023, Mr. Maple was awarded the Diversity in Business award from the Philadelphia Business Journal; and in 2024, Mr. Maple was named among Savoy Magazine's Most Influential Executives. Finally, in 2024 Mr. Maple was recognized locally in the City of Philadelphia and the State of Pennsylvania as one of several Black Trailblazers for his community engagement work and support of the Philadelphia Region.
|
Nominee
|
Director
Since
|
Equity Holdings
| ||
Chris Muntwyler
Baech, Switzerland
Age - 71
Member - Governance Committee
Member - Compensation Committee
2023 AGM Votes in Favour:
72,975,296 (97.99%)
|
2020
|
DSUs
|
14,087
|
Mr. Muntwyler is a corporate director. Mr. Muntwyler has significant international experience in the transportation, logistics and technology sectors. Having previously held various senior executive positions at SwissAir and the positions of Chief Executive of DHL Express (UK) Limited and Managing Director (Switzerland, Germany and Central Europe) at DHL Express, he is now a management consultant through his business, Conlogic AG, specializing in strategic development, leadership guidance and customer orientation and process automation. Mr. Muntwyler spent 10 years in the DHL Express organization following a 27 year career with SwissAir. Mr. Muntwyler previously served as a non-executive director on the board of The Austrian Post from 2010 to April 2023, National Express Group PLC in the United Kingdom (LSE:NEX) from 2011 to 2020 and as a director of Panalpina World Transport (Holding) Ltd. from 2010 to 2018. During the period of 2007 and 2008, Mr. Muntwyler served as a member of the President's Committee on the United Kingdom's Confederation of British Industry. During his professional career, Mr. Muntwyler has lived and worked in Switzerland, Sweden, the United States, Germany and the United Kingdom.
|
Nominee
|
Director
Since
|
Equity Holdings
| ||
Jane O'Hagan, B.A. (Hons.), ICD.D
Calgary, Alberta, Canada
Age - 60
Chair - Governance Committee
Member - Compensation Committee
2023 AGM Votes in Favour:
72,934,259 (97.93%)
|
2014
|
DSUs
|
59,942
|
Ms. O'Hagan is a corporate director with over 20 years experience in the transportation and logistics sectors. From 2010 until 2014, Ms. O'Hagan was the Executive Vice President and Chief Marketing Officer of Canadian Pacific Railway Limited. Ms. O'Hagan also held various roles at CP including Senior Vice President, Strategy and Yield, Vice President, Strategy and External Affairs and Assistant Vice President, Strategy and Research. Ms. O'Hagan was appointed to the GCT Global Containers Terminal Inc. Board of Directors in August 2023 and is chair of the Human Resources Committee. Ms. O'Hagan also serves as a director of USD Partners GP LCC, the general partner of USD Partners LP (NYSE:USDP), an acquirer, developer and operator of energy-related rail terminals and other complementary mid-stream assets, where Ms. O'Hagan is the past Chair of USD Partners GP LLC board's conflicts committee and as a member of the audit committee. From 2018 until its acquisition in 2021, Ms. O'Hagan was a member of the board of Pinnacle Renewable Holdings (TSX:PL), a supplier of industrial wood pellets based in Richmond, BC where she also served as a member of the audit and risk committees. Ms. O'Hagan has a Bachelor of Arts (Hons.) and a Bachelor of Administrative and Commercial Studies from the University of Western Ontario (London, Ontario, Canada) and has completed graduate studies in Program and Policy Studies from the University of Western Ontario. In December 2012, Ms. O'Hagan was named one of Canada's Top 100 Most Powerful Women by the Women's Executive Network. Ms. O'Hagan is also a holder of the ICD.D designation from the Institute of Corporate Directors, which she achieved in June 2016 and earned the CERT Certificate in Cyber Risk Oversight issued by Carnegie Mellon University and the National Association of Corporate Directors in February 2018.
|
Nominee
|
Director
Since
|
Equity Holdings
| ||
Edward J. Ryan, B.A.
Fort Washington, Pennsylvania, U.S.A.
Age - 55
Chief Executive Officer
2023 AGM Votes in Favour:
73,563,634 (98.78%)
|
2014
|
RSUs
PSUs
Stock Options
|
230,692
469,851
260,996
| |
Mr. Ryan is Descartes' Chief Executive Officer, having been appointed to that position in November 2013.Mr. Ryan joined Descartes in February 2000 in connection with our acquisition of E-Transport Incorporated. Mr. Ryan guides the company's executive management team and drives its growth and M&A strategies. Prior to taking on his current role in 2013, Mr. Ryan led Descartes' global sales and marketing operations as Chief Commercial Officer after having served as Executive Vice President of Global Field Operations. Mr. Ryan brings more than 30 years of experience in supply chain and logistics technology to the company and its customers.
|
Nominee
|
Director
Since
|
Equity Holdings
| ||
John J. Walker, B.Sc.,C.P.A., C.G.M.A
Naples, Florida, U.S.A.
Age - 71
Chair - Audit Committee
Member - Governance Committee
2023 AGM Votes in Favour:
72,467,017 (97.30%)
|
2011
|
Common Shares
DSUs
|
5,429
75,483
|
Mr. Walker is a corporate director and a Certified Public Accountant and a Chartered Global Management Accountant with 37 years overall financial and executive management experience, including twenty-one years of experience as a Chief Financial Officer with both public and private companies. Mr. Walker served as Chief Financial Officer, and Senior Vice President of Bowne & Company, a New York Stock Exchange-listed provider of services to help companies produce and manage their shareholder, investor and marketing & business communications, from 2006 until its acquisition by R.R. Donnelley & Sons in 2010. Prior to Bowne & Company, from 1988 to 2006, Mr. Walker was an executive with Loews Cineplex Entertainment Corporation a motion picture theatre exhibition chain, including sixteen years as Chief Financial Officer. Prior thereto, Mr. Walker served for six years as Controller and Principal Accounting Officer of Corporate Property Investors, then one of the largest real estate investment trusts in the United States. Mr. Walker also served for six years as Treasurer and Assistant Corporate Controller of Princess Hotels International a company involved in the ownership and operation of luxury resort hotels, real estate and timesharing developments. From October 2021 to October 2023, Mr. Walker was a member of the Board of Schultze Special Purpose Acquisition Corp. II (Nasdaq: SAMAU, SAMA, SAMAW) where he was Chair of the Audit Committee and also served on the Nominating and Compensation Committees. Mr. Walker was a member of the Board of Schultze Special Purpose Acquisition Corp. I from June 2018 until December 2020 up to the completion of a "de-SPAC" business combination. Mr. Walker started his career in the New York office of then-Price Waterhouse. Mr. Walker is a member of the American Institute of Certified Public Accountants and the New York State Society of CPAs.
|
Senior Executive Leadership
|
Other Public Company Board Experience
|
Risk and Compliance Management
|
Financing
|
Financial Expert (for Audit Committee Purposes) |
Strategic Planning
|
M&A
|
Human Resources / Compensation
|
Corporate Governance
|
International Business Operations and Sales and Marketing
|
Technology / IT Industry
|
Transportation and Logistics Industry
| |
Deepak Chopra
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
Deborah Close
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
| ||||||
Eric A. Demirian
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
| |
Sandra Hanington
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
| |||||
Kelley Irwin
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
| ||||||
Dennis Maple
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
| ||||
Chris Muntwyler
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
| ||
Jane O'Hagan
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
| |||
John J. Walker
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
Director |
Public Company Board Membership |
Deepak Chopra
|
Celestica (TSX:CLS)
The North West Company (TSX:NWC)
SunLife Financial (TSX:SLF)
|
Deb Close
|
Inter Pipeline Ltd. (listed debt securities)
|
Eric A. Demirian
|
Enghouse Systems Ltd. (TSX:ENGH)
Imax Corporation (NYSE:IMAX)
|
Sandra Hanington
|
Extendicare Inc. (TSX:EXE)
|
Jane O'Hagan
|
USD Partners LP (NYSE:USDP)
|
Year ended January 31, 2024
|
February 1, 2024 - May 1, 2024
|
Total
| |
Board
|
10
|
2
|
12
|
Audit Committee
|
8
|
2
|
10
|
Compensation Committee
|
6
|
2
|
8
|
Corporate Governance Committee
|
5
|
2
|
7
|
Nominating Committee
|
4
|
1
|
5
|
Director
|
Board Meetings Attended
|
Audit Committee Meetings Attended
|
Compensation Committee Meetings Attended
|
Corporate Governance Committee Meetings Attended
|
Nominating Committee Meetings Attended
|
Deepak Chopra
|
12 of 12
|
10 of 10
|
5 of 5
| ||
Deborah Close
|
12 of 12
|
8 of 8
|
5 of 5
| ||
Eric A. Demirian
|
12 of 12
|
10 of 10
|
7 of 7
| ||
Sandra Hanington
|
12 of 12
|
4 of 4(1) |
4 of 5(1) | ||
Kelley Irwin
|
12 of 12
|
6 of 6(2) |
3 of 3(2) | ||
Dennis Maple
|
12 of 12
|
8 of 8
|
5 of 5
| ||
Chris Muntwyler
|
12 of 12
|
8 of 8
|
7 of 7
| ||
Jane O'Hagan
|
12 of 12
|
8 of 8
|
7 of 7
| ||
Edward J. Ryan
|
12 of 12
| ||||
John J. Walker
|
12 of 12
|
10 of 10
|
7 of 7
|
1. |
Has a process of rigorous annual director peer evaluations that allow the Chair of the Board (or in the case of the evaluation of the Chair of the Board, the Chair of the Corporate Governance Committee) to have a clear understanding of relative director contribution, skillset and expertise, so that an appropriate level of director turnover can be achieved by having one or more directors not stand for re-election at appropriate times;
|
2. |
Maintains a director skill set and experience matrix to ensure that, in choosing director candidates, it is focused appropriately on skills and experience critical to the Board's responsibilities, including assessing and providing input on the Corporation's strategic and operating activities; and
|
3. |
Provides clear disclosure in the Corporation's management information circular of director tenure and age and an explanation of how the Corporation's approach ensures diversity of skills, experience, background and gender and an appropriate level of turnover.
|
Average Tenure:
Average Age:
|
7.6 years
63.9 years | |
Date
|
Topic
|
Description
|
Director Attendance
|
February 28, 2023
|
Proxy Advisory Voting Guideline Updates and Emerging Themes in Corporate Governance
|
The Board received a presentation from the Corporation's external legal counsel on the topic of key updates to the annual proxy advisory voting guidelines published by the largest proxy advisory firms and also on general developments in the area of corporate governance and ESG.
|
All directors
|
Date
|
Topic
|
Description
|
Director Attendance
|
May 30, 2023
|
Strategic Alliance Program
|
The Board received a presentation from the Corporation's VP, Alliances and Channels on the Corporation's Strategic Alliances and Partnerships program
|
All directors
|
Sept 5, 2023
|
Artificial Intelligence
|
The Board received a presentation from the Corporation's EVP Product Management about artificial intelligence and its application and use within the transportation and logistics industry as well as its use in the Corporation's products and services.
|
All directors
|
Dec 4, 2023
|
U.S. Trade Restrictions
|
The Board received a presentation from the Corporation's external counsel in the United States on the topic of U.S. trade restrictions and the risks and opportunities that they present for the Corporation.
|
All directors
|
March 5, 2024
|
Climate training
|
The Board received a presentation from the Corporation's auditors on a number of climate-related topics including opportunities and strategy in relation to decarbonization initiatives and the impact on transportation and logistics industries, technology and ESG governance.
|
All directors
|
Director
|
Continuing Education
|
Deepak Chopra
|
Participated in several sessions, courses and presentations conducted by both management as well as outside experts as part of board education sessions at public company boards. Areas of focus included cyber security risk oversight, emerging trends in ESG reporting and regulatory requirements, Corporate Governance and Truth and Reconciliation journey with First Nations peoples. Self-study topics included understanding impact of Open-AI, impact of remote work on the viability of Business Districts resulting implications on public transport, municipal tax base, commercial real estate and future of workplaces, understanding impact of macro-economic factors on Transportation & Logistics industries, M&A dynamics in Air-Cargo, and the accelerating stress on the postal services around the world.
|
Director
|
Continuing Education
|
Deborah Close
|
Attended numerous seminars conducted by the Institute of Corporate Directors, National Association of Corporate Directors and various consulting firms on topics related to developments and trends in executive compensation, the role of the HR and Compensation Committee, talent oversight, succession planning best practices, remote working trends, and the opportunities and risks related to AI. Undertook self-study through various publications covering trends pertaining to the role of the board and corporate governance.
|
Eric A. Demirian
|
Attended various ongoing continuing education courses provided by outside accounting and consulting firms, including as participant at Audit Committees and Boards of other public companies, in the areas of corporate governance, accounting and financial reporting, cyber-security, human resources and legal matters. In addition, undertook self-study of accounting, and corporate governance topics by reading trade journals and other publications.
|
Sandra Hanington
|
Attended various sessions and participated in meetings offered by outside consulting firms and organizations on topics related to strategy, risk, corporate governance and executive compensation. In addition, undertook self-study through ICD and other publications and resources on trends in corporate governance including ESG, cyber security and executive compensation.
|
Kelley Irwin
|
Participated in presentations from consulting firms, industry conferences, and courses related to board governance and cyber security oversight. Cyber topics include safeguarding data, zero-trust security frameworks, internet practices for Canada, and protecting against financial crimes. Board governance topics included Board Diversity and Board Governance of Digital and AI assets. In other Board work, sit on Governance, Audit, and ESG committees. Undertook self-study of corporate governance including finance and board selection processes.
|
Dennis Maple
|
In his current role as Chairman and CEO of Goddard Systems LLC, Mr. Maple routinely leads, develops and oversees the corporation's strategy and business performance in all facets of the company, including but not limited to, sales, accounting /finance, marketing and communications, business, development, HR, franchisee oversight, Risk and legal strategy, legislative strategy, and more. Through these responsibilities Mr. Maple maintains a current view of changing business practices, customer needs, investor expectations, and the best ways to achieve and support board directives. One major area of extensive focus includes Mr. Maple's direct involvement in redesigning the Goddard Schools corporate education philosophy and strategic platform for early childhood education, including development of the industry's first-ever holistic and proprietary education approach supported by a digitized platform. Further, Mr. Maple has participated in several industry- and consultant-led events, workshops, and informational sessions focused on leading in a post-COVID environment, understanding the AI impact on business and productivity, and IT security and physical plant best practices. Recently, Mr. Maple became a member of The National Association of Corporate Directors where his greatest focus and self-study has been on learning and gaining more knowledge and insight about emerging trends in board governance, emerging trends in executive compensation and nominating committee best practices required to recruit directors with evolving skills required to support oversight in public companies. Finally, for the past three years, Mr. Maple has participated in over 60 televised radio and television interviews in numerous national markets focused on sharing new insights and ideas regarding emerging trends in educating young children and supporting families and communities.
|
Director
|
Continuing Education
|
Chris Muntwyler
|
In his role as CEO of the consulting company Conlogic AG, Mr. Muntwyler leads and consults in the areas of process and strategy designs in transportation and supply chain management and information technology. As a board member at Austrian Post until April 2023 he was actively involved in the strategic development of that transportation- and supply chain organization in several countries in Europe. He was also actively involved in the remuneration policies and cyber-security strategy of that organization. He regularly attends further education programs in cyber-security, ESG development, corporate governance and risk management.
|
Jane O'Hagan
|
Attended seminars and on-line education in corporate governance matters related to global trends, the geo-political landscape, the supply chain, trade and sanctions impacts and emerging topics in regenerative AI. Attended sessions on sustainability, climate change, decarbonization, carbon markets, ESG and understanding the value of ESG to shareholders. Participated in virtual sessions on cyber risk management, board oversight of cyber risk, legal and regulatory obligations. Undertook benchmarking studies of best practices for cyber risk management at the board and committee level and prepared a paper on the status of term and age limits in public companies. Attended seminars on deploying and demystifying AI to understand opportunities for new and existing product innovation. Attended webinars aimed at improving Human Resources and compensation committee effectiveness and understanding of executive compensation models, diversity and inclusion, succession planning and talent management.
|
John J. Walker
|
Completed 49 hours of Continuing Professional Education ("CPE"). The CPE course providers were KPMG, Deloitte, PWC, EY, and Marcum. The areas of study were Accounting and Financial Reporting, Income Taxes, Board & Audit Committee Governance, Business Valuations, M&A, Enterprise Risk Management including Cyber Security, ESG & Climate Related compliance reporting, Whistle Blower Hotline, SEC Hot Topics and Comment Letters, HR and Human Capital, Compensation matters, AI & Generative AI, and Global Economic Updates
|
3. |
Appointment of Auditors
|
Fiscal Year Ended
|
Audit Fees
|
Audit-Related Fees
|
Tax Fees
|
All Other Fees
|
Total
|
January 31, 2024
|
$791,611
|
$2,430
|
Nil
|
Nil
|
$794,041
|
January 31, 2023
|
$767,832
|
$2,430
|
Nil
|
Nil
|
$770,262
|
4. |
Approval of Amendments to the Performance and Restricted Share Unit Plan
|
1. |
The PRSU Plan be amended by the Amendment and approved, substantially in the form appended to the management information circular of the Corporation for its annual meeting of shareholders to be held in 2024; and
|
2. |
Any director or officer of the Corporation be and is hereby authorized to do such things and to sign, execute and deliver all documents and instruments that such director and officer may, in his or her discretion, determine to be necessary in order to give full effect to the intent and purpose of this resolution.
|
5. |
Advisory Vote on Executive Compensation (Say-On-Pay Vote)
|
6. |
Other Matters
|
Director
|
Audit
|
Compensation
|
Corporate Governance
|
Nominating
|
Deepak Chopra
|
Member
|
Member
| ||
Deborah Close
|
Chair
|
Member
| ||
Eric A. Demirian
|
Member
|
Member
| ||
Sandra Hanington
|
Member
|
Member
| ||
Kelley Irwin
|
Member
|
Member
| ||
Dennis Maple
|
Member
|
Chair
| ||
Chris Muntwyler
|
Member
|
Member
| ||
Jane O'Hagan
|
Member
|
Chair
| ||
John J. Walker
|
Chair
|
Member
|
• |
The Audit Committee conducted eight committee meetings during the year with all members of the committee present(1) at each of the meetings;
|
• |
The Corporation's independent auditors - KPMG - attend each quarterly meeting of the Committee at which the financial results are reviewed, to report on the results of their quarterly reviews of the interim financial statements and the annual audit of the financial statements and annual audit of internal controls over financial reporting;
|
• |
At each quarterly meeting of the Audit Committee, an in-camera meeting with the independent auditor is conducted without Management present, as well as an in-camera meeting with the head of internal audit without Management present, and an in-camera meeting with the CFO without the other members of Management present; and
|
• |
At each meeting of the Audit Committee including both the regular quarterly meetings and any of the other ad-hoc meetings held, an in-camera meeting of the members of the Audit committee and other Board members in attendance is conducted without Management present.
|
• |
Reviewed and discussed with Management and the independent auditor the audited annual consolidated financial statements prepared by Management, and the notes disclosures and management's discussion and analysis thereon; and
|
• |
Reviewed and discussed with Management and the independent auditor the results of the audit of the internal control over financial reporting.
|
• |
Reviewed the qualifications, performance and independence of the independent auditor and approved the compensation of the independent auditor;
|
• |
Approved audit and permitted non-audit services to be performed by the independent auditor;
|
• |
Delegated authority to the Chair of the Audit Committee to approve requests received during the year for audit and permitted non-audit services to be provided by the independent auditor and reviewed and ratified the decisions of the Chair at the next meeting; and
|
• |
Reviewed the overall scope and plan of the annual audit with the independent auditor and Management.
|
• |
Reviewed with Management and the independent auditor prior to publication, and recommended for approval by the Board, the interim quarterly financial statements and the annual consolidated financial statements prepared by Management and the notes and management's discussion and analysis thereon, and the related earnings press release for each quarter;
|
• |
Reviewed the Corporation's design plans and testing of internal controls over financial reporting in accordance with the COSO 2013 framework;
|
• |
Reviewed Management's reports on the effectiveness of internal control over financial reporting and disclosure controls and procedures; and
|
• |
Reviewed the results of the Audit Committee whistle-blower hotline program.
|
• |
Reviewed results of annual risk assessment survey;
|
• |
Reviewed the annual fraud risk assessment prepared by management and the controls and procedures designed to monitor and manage fraud risk;
|
• |
Received regular updates from management and external consultants on approach to cyber-security risk management and mitigation (including by way of a dedicated meeting on cyber-security risk management);
|
• |
On a quarterly-basis considered the risk factors discussed by the Corporation with respect to its financial performance including any material climate-related risks; and
|
• |
Reviewed the Corporation's commercial insurance coverage program.
|
• |
Reviewed the performance of the CFO, the head of internal audit and senior finance and tax staff; and
|
• |
Reviewed Management's annual proposed budget for the Corporation and related planning initiatives.
|
• |
Received and reviewed quarterly reports from the internal audit function reporting directly to the Chair of the Audit Committee; and
|
• |
Reviewed and approved the annual work plan for internal audit.
|
• |
Reviewed and recommended for Board approval the Corporation's corporate governance framework;
|
• |
Periodically reviewed the Corporation's corporate governance activities and reported to the Board on these activities at quarterly Board meetings;
|
• |
Reviewed development of and progress towards ongoing ESG initiatives, and the Corporation's disclosure relating to those initiatives;
|
• |
Reviewed and recommended for Board approval the statement of corporate governance practices included in this Circular;
|
• |
Reviewed the Corporation's governing documents including the Corporation's Board Mandate and each of its committee charters;
|
• |
Reviewed the Code of Conduct and recommended for Board re-approval;
|
• |
Reviewed the Corporation's disclosure policy;
|
• |
Oversaw the ongoing director education program and the selection of topics for director education sessions;
|
• |
Reviewed the Corporation's directors' and officers' liability insurance;
|
• |
Conducted an assessment of the performance of the Board, the individual directors and each Board committee against their respective mandates;
|
• |
Evaluated each director against independence criteria applicable to the Corporation; and
|
• |
Reviewed, together with the Compensation Committee, the CEO's recommendations for Management succession and development plans.
|
• |
Considers the criteria established by the Board for the selection of new directors, which includes professional experience, personal characteristics and Board diversity, including gender diversity;
|
• |
Maintains a list of desired competencies, expertise, skills, background and personal qualities for potential candidates for the Board;
|
• |
Identifies and recommends to the Board individuals qualified and suitable to become Board members, taking into consideration any perceived gaps in the current Board or committee composition; and
|
• |
Considers the experience and expertise of the independent members of the Board with a view to identification of a suitable potential successor for the Chair of the Board role.
|
• |
Considered the overall size of the Board;
|
• |
Reviewed the composition of the Board's committees and recommended to the Board the proposed composition of the Board's committees having regard to succession planning within those committees in light of changes in Board composition;
|
• |
Continued to identify the key skills, expertise and background for potential new additions to the Board to ensure the Board remains well positioned for future refreshment and then began to identify potential candidates who could address those areas of interest; and
|
• |
Reviewed the Corporation's director orientation program.
|
Board Diversity Matrix as of May 1, 2024
| |
Country of Principal Executive Offices
|
Canada
|
Foreign Private Issuer
|
Yes
|
Disclosure Prohibited under Home Country Laws
|
No
|
Total Number of Directors
|
10
|
Part I: Gender Identity
Directors
|
Female
4
|
Male
6
|
Non-Binary
0
|
Did Not Disclose Gender
0
|
Part II: Demographic Background
Directors
|
Underrepresented Individual in Home Country Jurisdiction
2
| LGBTQ+
0
|
Did Not Disclose Demographic Background
0
|
• |
Complying with all social, occupational health and safety and environmental legislation applicable to the Company's services and operations;
|
• |
Encouraging each employee to take personal responsibility for the environmental, health, safety and sustainability matters within his/her/their department;
|
• |
Identifying and eliminating hazards, if practical, and mitigating risks related to environmental, health, safety and sustainability matters;
|
• |
Involving and consulting employees in addressing environmental, health, safety and sustainability risks through committees and representatives;
|
• |
Promoting the minimization of the use of energy and the elimination, reduction, reuse and recycling of waste materials as part of Company-wide initiatives to improve the life cycle environmental effects of the Company's services and operations;
|
• |
Fostering awareness of sustainability principles amongst the Company's employees;
|
• |
Promoting the principles of this statement to the Company's suppliers and partnering with suppliers and organizations that are ethically, socially and environmentally responsible;
|
• |
Engaging with the communities in which the Company operates to meet community needs and to make a positive impact;
|
• |
Continuously seeking ways to improve the Company's performance in accordance with this statement; and
|
• |
Providing the necessary training and resources to employees to fully implement this statement.
|
(a) |
reducing paper usage by adopting paperless processes where possible;
|
(b) |
adopting electronic signing processes for documents to reduce paper copies and mail/courier usage and by default requiring two-sided printing of paper documents where a paper copy is required;
|
(c) |
adoption of several communication tools to enable remote collaboration between employees and with customers and to reduce travel where possible;
|
(d) |
reducing the number and sizes of corporate offices wherever possible to reduce heating, cooling and electrical consumption;
|
(e) |
adoption of recycling programs in those jurisdictions and office locations where it is supported; and
|
(f) |
expanding our use of cloud architecture for software-as-a-service (SaaS) delivery, centralizing workloads in public cloud infrastructures and efficient data centers that use renewable energy, with the main data centers using 100% renewable energy.
|
• |
Providing a safe space for employees that is free of harassment, bullying and violence as expressed in the Company's Workplace Violence and Harassment Policy and Program;
|
• |
Promoting ethical conduct and behaviour by our employees and suppliers through adherence to the Company's Code of Business Conduct and Ethics;
|
• |
Protecting the privacy of our employees, customers and suppliers and others in accordance with the Company's various privacy policies and programs including but not limited to the General Privacy Policy, Commercial Relationship Privacy Policy and Recruitment Privacy Policy;
|
• |
Forgoing the use of forced or child labour in compliance with applicable laws and international norms;
|
• |
Ensuring that employees and prospective employees are treated fairly and equally in the recruitment and hiring process;
|
• |
Fostering a diverse and inclusive work environment and providing opportunities for underrepresented employee groups and communities to participate and thrive;
|
• |
Recognizing the right of our employees to join associations of their own choosing or to refrain from joining, and the right to collective bargaining; and
|
• |
Maintaining safe, healthy and respectful working conditions in accordance with the Company's Environmental, Health, Safety and Sustainability Statement.
|
• |
reviewing and making recommendations to the Board with respect to the appointment, compensation and other terms of employment of the CEO;
|
• |
reviewing and making recommendations to the Board based on the recommendations of the CEO with respect to the appointment, compensation and other terms of employment of the CFO, the President and COO and all other officers appointed by the Board, which includes each of the NEOs (as defined herein);
|
• |
reviewing and approving the quarterly accrual of any variable compensation in the quarterly financial results of the Corporation and confirming same to the Audit Committee for the purposes of its review of the financial results;
|
• |
reviewing and making recommendations to the Board with respect to the Corporation's compensation principles, policies and plans for Management, including the establishment of performance measures and evaluation processes;
|
• |
reviewing and making recommendations to the Board with respect to the compensation arrangements for members of the Board;
|
• |
reviewing, administering and interpreting equity-based compensation plans and making recommendations to the Board with respect to the grant of compensation thereunder;
|
• |
administering and interpreting the Corporation's equity ownership and retention policies applicable to members of the Board and senior Management;
|
• |
reviewing the CEO's recommendations respecting any major changes to the structure, organization and responsibilities of the CEO or senior Management;
|
• |
reviewing the CEO's recommendations respecting succession planning and executive development for the CEO, CFO, President and COO and senior Management;
|
• |
providing risk oversight of the Corporation's compensation policies and practices and identifying and mitigating compensation policies and practices that could encourage inappropriate or excessive risk taking by members of senior Management; and
|
• |
reviewing and approving certain compensation disclosures prior to their public release.
|
Name
|
Position
|
Edward J. Ryan
|
Chief Executive Officer
|
Allan Brett
|
Chief Financial Officer
|
J. Scott Pagan
|
President & Chief Operating Officer
|
Andrew Roszko
|
Chief Commercial Officer
|
Kenneth Wood
|
Executive Vice President, Product Management
|
What we do
|
What we don't do
|
Link executive pay to company performance through our annual and long-term incentive plans
|
No single-trigger change-in-control provisions
|
Balance among short- and long-term incentives, cash and equity and fixed and variable pay
|
No golden-parachute type arrangements
|
Compare executive compensation and company performance to relevant peer group companies
|
No hedging or pledging by executives or directors of equity holdings
|
Require executives to meet minimum stock ownership requirements
|
No re-pricings of underwater stock options
|
Maintain compensation clawback policies to recapture incentive pay in appropriate circumstances
|
No tax gross-ups
|
Provide only limited perquisites
|
No aspect of our pay policies or practices pose material adverse risk to the Company
|
1. |
Attract and retain highly-qualified executive officers;
|
2. |
Align the interests of executive officers with our shareholders' interests and with the execution of our business strategy;
|
3. |
Evaluate executive performance based on key financial measurements which we believe closely measure the performance of our business; and
|
4. |
Tie compensation directly to those measurements based on achieving and overachieving predetermined objectives.
|
1. |
Market Competitive Compensation for Attracting and Retaining Highly Qualified Executive Officers |
Revenue (in millions)
|
Market Capitalization (in millions)
| |
25th Percentile
|
$ 432
|
$ 1,695
|
Median
|
$ 565
|
$ 3,116
|
75th Percentile
|
$ 794
|
$ 5,469
|
Descartes
|
$ 461
|
$ 6,187
|
Percentile Rank
|
P38
|
P77
|
Canadian Peers | US Peers | |||
Enghouse Systems Ltd.
|
Altair Engineering Inc.
|
Commvault Systems, Inc.
| ||
Kinaxis Inc
|
E2Open Parent Holdings, Inc.
|
Ebix, Inc.
| ||
EverCommerce Inc.
|
Guidewire Software, Inc.
| |||
Manhattan Associates Inc.
|
Paylocity Holding Corporation
| |||
Australian Peer
|
Progress Software Corp
|
Qualys, Inc.
| ||
WiseTech Global Limited
|
SPS Commerce Inc.
|
Upland Software, Inc.
| ||
.
|
• |
Understand the competitiveness of current pay levels for the Chief Executive Officer position relative to the Comparator Group;
|
• |
Identify and understand any significant differences that may exist between current compensation levels for the Corporation's CEO and market compensation levels; and
|
• |
Serve as a basis for determining salary adjustments and short- and long-term incentive awards for Compensation Committee consideration.
|
2. |
Aligning the Interests of the NEOs with the Interests of Descartes' Shareholders and the Execution of our Business Strategy |
i. |
Base Salary and Benefits
|
Name
|
Fiscal 2023 Base Salary
($)
|
Fiscal 2024 Base Salary1
($)
|
Percentage Change
|
Edward J. Ryan
|
$550,000
|
$600,000
|
9%
|
Allan Brett
|
$400,000
|
$450,000
|
12.5%
|
J. Scott Pagan
|
$400,000
|
$450,000
|
12.5%
|
Andrew Roszko
|
$350,000
|
$375,000
|
7%
|
Kenneth Wood
|
$265,000
|
$275,000
|
4%
|
ii. |
Short-Term Incentives
|
Name
|
Base Salary
($)
|
On-Target STI Eligibility
(% of Base Salary)
|
On-Target STI Eligibility
($)
|
Maximum STI Eligibility (% of Base Salary)
|
Maximum STI Eligibility
($)
|
Actual STI Awarded in Fiscal 2024
|
Edward J. Ryan
|
$600,000
|
100%
|
$600,000
|
150%
|
$900,000
|
600,000
|
Allan Brett
|
$450,000
|
100%
|
$450,000
|
150%
|
$675,000
|
$450,000
|
J. Scott Pagan
|
$450,000
|
100%
|
$450,000
|
150%
|
$675,000
|
$450,000
|
Andrew Roszko
|
$375,000
|
100%
|
$375,000
|
150%
|
$562,500
|
$375,000
|
Kenneth Wood
|
$275,000
|
30%
|
$82,500
|
45%
|
$123,750
|
$82,500
|
• |
Adjusted EBITDA;
|
• |
Revenue; and
|
• |
Cash generated from operations as a percentage of Adjusted EBITDA.
|
FY24 Adjusted EBITDA*Target
(in millions of USD)
|
FY24 Adjusted EBITDA*Target Growth
(as a % increase from FY23 Actual)
|
FY24 Adjusted EBITDA Actual
(in millions of USD)
|
FY24 Adjusted EBITDA*Actual Growth
(as a % increase from FY23 Actual)
|
$236.7
|
10%
|
$247.5
|
15%
|
FY24 Revenue Target
(in millions of USD)
|
FY24 Revenue Target Growth
(as a % increase from FY23 Actual)
|
FY24 Revenue Actual
(in millions of USD)
|
FY24 Revenue Actual Growth
(as a % increase from FY23 Actual)
|
$544.2
|
10%
|
$572.9
|
17.9%
|
Actual Cash Flow from Operations
(in millions of USD)
|
Target Cash Flow from Operations (% of Adjusted EBITDA)
|
Actual Cash Flow From Operations (% of Adjusted EBITDA)*
|
$207.7
|
80-90%
|
84%
|
iii. |
Long-Term Incentives
|
• |
PSU grants which vest at the end of a three-year performance period (weighted 50%);
|
• |
RSU grants which vest over a period of three fiscal years (weighted 25% or 35% depending on role); and
|
• |
stock options that vest over a period of three fiscal years (weighed 15% or 25% depending on role).
|
RELATIVE PERFORMANCE
|
ADJUSTMENT FACTOR
|
Less than the 30th percentile
|
0
|
30th percentile
|
.50
|
50th percentile
|
1.00
|
75th percentile
|
1.50
|
90th percentile
|
2.00
|
Name
|
On-Target Total LTI
|
Value of PSUs at time of grant (and percentage of total LTI)
|
Value of RSUs at time of grant (and percentage of total LTI)
|
Value of stock options at the time of grant (and percentage of total LTI)
|
Edward J. Ryan
|
$6,275,000
|
$3,137,500 (50%)
|
$2,196,250 (35%)
|
$941,250 (15%)
|
J. Scott Pagan
|
$2,815,076
|
$1,407,538 (50%)
|
$985,277 (35%)
|
$422,261 (15%)
|
Allan Brett
|
$2,213,338
|
$1,106,669 (50%)
|
$774,668 (35%)
|
$332,001 (15%)
|
Andrew Roszko
|
$1,750,000
|
$875,000 (50%)
|
$437,500 (25%)
|
$437,500 (25%)
|
Kenneth Wood
|
$642,500
|
$312,250 (50%)
|
$160,625 (25%)
|
$160,625 (25%)
|
• |
Which NEOs and others are eligible for a grant of options;
|
• |
The number of options to be granted under the plan in general and to each recipient;
|
• |
The exercise price for each stock option granted (which may not be less than fair market value of a Common Share at the date of the grant);
|
• |
The date on which each option is granted (which may not be earlier than the date the grant is approved by the Board);
|
• |
The vesting period;
|
• |
The expiration date; and
|
• |
Other material terms and conditions of each stock option grant.
|
3. |
Evaluating Individual Executive Performance |
a) |
Contribution to the achievement of the Corporation's longer-term financial and corporate development plan;
|
b) |
Contribution to the achievement of annual corporate financial targets;
|
c) |
Contribution to the achievement of the Corporation's corporate development goals in acquiring businesses and integrating acquired businesses;
|
d) |
Contribution to advancing the Corporation's ESG Initiatives;
|
e) |
Customer service, satisfaction and retention;
|
f) |
Infrastructure development;
|
g) |
Investor communication;
|
h) |
Organizational development;
|
i) |
Succession planning and initiatives;
|
j) |
Strategic planning; and
|
k) |
Other corporate and individual qualitative factors.
|
4. |
Evaluating Overall Corporate Performance |
a. |
Longer-term Financial and Corporate Development Plan
|
b. |
Annual Corporate Financial Targets
|
Revenue Minimum Target
(millions)
|
Revenue High-End Target
(millions)
|
Revenue Actual
(millions)
|
Adjusted EBITDA Minimum Target
(millions)
|
Adjusted EBITDA High-End Target
(millions)
|
Adjusted EBITDA Actual
(millions)
|
$544.2
|
$571.0
|
$572.9
|
$236.7
|
$247.4
|
$247.5
|
c. |
Common Share Price
|
Market
|
January 31, 2023 (closing price)
|
January 31, 2024 (closing price)
|
% Increase
|
TSX
|
Cdn. $97.10
|
Cdn. $117.72
|
21.2%
|
NASDAQ
|
$73.02
|
$87.59
|
20.0%
|
Jan 31, 2019 |
Jan 31, 2020 |
Jan 31, 2021 |
Jan 31, 2022 |
Jan 31, 2023 |
Jan 31, 2024 | |
Actual Data
| ||||||
Descartes (DSG) (Cdn.$)
|
40.84
|
59.33
|
77.98
|
92.48
|
97.10
|
117.72
|
S&P/TSX Composite Index
|
15540.60
|
17318.49
|
17337.02
|
21098.30
|
20767.38
|
21021.88
|
NASDAQ Composite Index
|
7281.74
|
9150.94
|
13070.69
|
14239.88
|
11584.55
|
15164.01
|
Software & Services Industry Subgroup
|
6119.32
|
10075.20
|
16553.19
|
15669.94
|
11211.38
|
16771.99
|
CEO Compensation1 |
2651788
|
3314980
|
4687068
|
5926482
|
6157116
|
8463615
|
Nominal Data
| ||||||
Descartes (DSG) (Cdn.$)
|
100
|
145
|
191
|
226
|
238
|
288
|
S&P/TSX Composite Index
|
100
|
111
|
112
|
136
|
134
|
135
|
NASDAQ Composite Index
|
100
|
126
|
179
|
196
|
159
|
208
|
Software & Services Industry Subgroup
|
100
|
165
|
271
|
256
|
183
|
274
|
CEO Compensation1 |
100
|
125
|
177
|
223
|
232
|
319
|
d. |
Shareholder Engagement
|
Fiscal year ended
|
Executive Compensation-Related Fees
|
All Other Fees(2) |
January 31, 2024
|
$138,785
|
$52,778
|
January 31, 2023
|
$59,515
|
$52,778
|
(1) |
Amounts included in this table have been converted to US dollars at the indicative foreign exchange rate on the last business day of the applicable year as reported by the Bank of Canada, which was 1 US dollar = 1.3397 Canadian dollars at January 31, 2024 and 1 US dollar = 1.335 Canadian dollars at January 31, 2023.
|
(2) |
The Other Fees consist of an annual subscription to global compensation and benefits survey data published by Mercer and subscribed to by the Corporation's Human Resources department independent of the relationship with Mercer as a compensation consultant to the Compensation Committee.
|
• |
An appropriate balance of fixed and variable compensation, and an appropriate weighting of share-based compensation and short- and long-term compensation;
|
• |
An appropriate equity ownership policy for Management;
|
• |
Quantitative and qualitative Corporation-wide metrics used to form a balanced scorecard to determine the amount of awards to NEOs under the Corporation's short-term incentive plans;
|
• |
Board and Compensation Committee discretion to adjust the amount, if any, of awards under the Corporation's short-term incentive programs, to take into account the quality of the results and the level of risk required to achieve results, with awards historically being made only out of the Corporation's operating profits;
|
• |
Clawback policies under which incentive compensation may be clawed back, including on a mandatory basis in some circumstances, if there a restatement of financial results;
|
• |
A mix of equity compensation vehicles in the long-term incentive program, which measure both relative and absolute performance;
|
• |
Periodic share-based compensation awards with overlapping vesting periods to provide ongoing retention incentives to Management and long-term share-based exposure to the risks Management undertakes;
|
• |
Annual incentive awards that have historically been a reasonable percentage of revenues and Adjusted EBITDA to ensure an appropriate sharing of value created between management and shareholders;
|
• |
Annual incentive awards that are not determined until the completion of the audit of the Corporation's consolidated annual financial statements by the independent auditor;
|
• |
An insider trading policy that prohibits hedging and restricts pledging of the Common Shares and Common Share-based incentives;
|
• |
An organizational culture of prudent risk-taking, which is maintained by a practice of promoting from within the organization;
|
• |
A strong shareholder outreach program designed, in part, to ensure that the Corporation's compensation programs are aligned with shareholder interests and expectations;
|
• |
A comprehensive Code of Conduct and Whistleblower Policy that encourages reporting of imprudent corporate behavior;
|
• |
A Compensation Committee comprised entirely of independent directors that retains an independent compensation consultant to assist in its review of compensation, compensation governance and incentive programs;
|
• |
A Compensation Committee charter that expressly requires the committee to provide risk oversight of Descartes' compensation policies and practices and to identify and mitigate compensation policies and practices that could encourage excessive or inappropriate risk taking;
|
• |
A Chair of the Board, Eric Demirian, who attends all meetings of the Compensation Committee as an 'ex-officio' member of the Committee and who is also a member of the Audit Committee, which allows him to inform the Compensation Committee with respect to the Corporation's enterprise risks and financial results when making decisions in respect of compensation; and
|
• |
Compensation Committee members, Deborah Close, Sandra Hanington, Dennis Maple, Chris Muntwyler and Jane O'Hagan, who are also members of either the Corporate Governance Committee or the Nominating Committee, which ensures that compensation governance and compensation related risk are considered from a broader corporate governance perspective.
|
1. |
the Corporation is required to prepare an accounting restatement due to non-compliance with any financial reporting requirement under applicable securities laws (the "Restatement");
|
2. |
the executive officer engaged in gross negligence, intentional misconduct or fraud that either caused or significantly contributed to the non-compliance resulting in the Restatement; and
|
3. |
the executive officer was over-compensated as a result of originally reported metrics that lead to the Restatement.
|
Position
|
Equity Ownership Level as a Multiple of Annual Base Salary
|
CEO
|
6X
|
President & COO
|
4X
|
Chief Financial Officer
|
4X
|
Other NEOs
|
1X
|
• |
Common Shares are included and valued at Market Value;
|
• |
CRSUs and vested RSUs are included and valued at Market Value at the date of measurement. Any RSUs that are not yet vested are not included in this calculation;
|
• |
Vested PSUs are included and valued at Market Value at the date of measurement. Any PSUs that are subject to a vesting condition or future performance condition are not included in this calculation until fully vested or earned; and
|
• |
Options are given no value under the terms of the policy.
|
Name
|
Multiple of Base Salary
|
Minimum Equity Ownership Level Required
($)
|
Market Value of Common Shares Held
($)
|
Market Value of vested Share Units Held (vested RSUs and vested PSUs)
($)
|
Market Value of cash-settled Share Units Held (cRSUs)
($)
|
Value of Holdings per Equity Ownership Policies
($)
|
Minimum Equity Ownership Level Achieved?
|
Edward J. Ryan
|
6X
|
3,600,000
|
-
|
49,789,435
|
-
|
49,789,435
|
Yes
|
Allan Brett
|
4X
|
1,800,000
|
3,223,969
|
18,953,853
|
-
|
22,177,822
|
Yes
|
J. Scott Pagan
|
4X
|
1,800,000
|
20,954,201
|
28,302,987
|
-
|
49,257,188
|
Yes
|
Andrew Roszko
|
1X
|
375,000
|
-
|
2,535,605
|
-
|
2,535,606
|
Yes
|
Kenneth Wood
|
1X
|
275,000
|
525,471
|
874,217
|
-
|
1,399,688
|
Yes
|
Name
|
Market Value of Common Shares Held
($)
|
Market Value of vested RSUs
($)
|
Market Value of vested PSUs
($)
|
Market Value of cash-settled Share Units Held (cRSUs)
($)
|
Value of unexercised in-the-money options1 |
Total
|
Edward J. Ryan
|
-
|
16,596,855
|
33,192,580
|
-
|
9,037,864
|
58,827,299
|
Allan Brett
|
3,223,969
|
6,259,827
|
12,694,026
|
-
|
3,575,475
|
25,753,297
|
J. Scott Pagan
|
20,954,201
|
9,271,123
|
19,031,864
|
-
|
4,807,237
|
54,064,425
|
Andrew Roszko
|
-
|
957,592
|
1,578,013
|
-
|
7,113,676
|
9,649,281
|
Kenneth Wood
|
525,471
|
424,028
|
450,189
|
-
|
1,444,782
|
2,844,470
|
• |
Mr. Ryan has significant tenure with the Corporation in a senior executive role;
|
• |
During Mr. Ryan's tenure in a senior executive role, and since his appointment to the role of Chief Executive Officer, the Corporation has achieved superior financial performance and executed on its long-term and corporate development strategy;
|
• |
During the past years of Mr. Ryan's tenure, the performance of the Common Shares exceeded that of the S&P/TSX Composite Index and the NASDAQ Composite Index and tracked slightly under the S&P/TSX Composite Index "Software &Services" industry subgroup index;
|
• |
Mr. Ryan developed a strong relationship with many of the significant shareholders of the Corporation, and the Board of Directors receives positive feedback regarding Mr. Ryan and his performance through its shareholder engagement process; and
|
• |
Mr. Ryan played an integral role in the steady increase in the Corporation's revenues and the completion of various acquisitions and financing transactions over the past fiscal year.
|
• |
Mr. Brett has significant experience in the role of a Chief Financial Officer to a publicly traded company with international operations;
|
• |
Mr. Brett has demonstrated his abilities and knowledge in several areas that have added value to the Corporation since his appointment, including in the areas of capital market transactions, merger and acquisition integration, taxation, business planning and overall financial management and financial reporting; and
|
• |
Mr. Brett has played a key role in capital market transactions, including putting in place a restated credit facility that assists the Corporation in executing against its business plan.
|
• |
The scope of Mr. Pagan's role is broader than comparable roles at peer companies;
|
• |
Mr. Pagan had served in a senior executive role for more than 10 years;
|
• |
During such time, the Corporation has achieved superior financial performance and executed on its long-term and corporate development strategy;
|
• |
During the past five years of Mr. Pagan's tenure, the performance of the Common Shares exceeded that of the S&P/TSX Composite Index and the NASDAQ Composite Index and tracked slightly under the S&P/TSX Composite Index "Software &Services" industry subgroup index; and
|
• |
Mr. Pagan played an integral role in the steady improvement in the Corporation's operating performance and the completion of various acquisitions and financing transactions.
|
Name and Principal Position
|
Fiscal Year Ended Jan. 31
|
Salary1 |
Share-based Awards2 |
Option-based Awards3 |
Annual Non-Equity Incentive Plan compensation4 |
All Other Compensation5 |
Total Compensation
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
| ||
Edward J. Ryan
Chief Executive Officer
|
2024
2023
2022
|
587,500
537,500
485,000
|
6,333,700
4,302,402
4,097,288
|
940,415
765,214
592,194
|
600,000
550,000
750,000
|
2,000
2,000
2,000
|
8,463,615
6,157,116
5,926,482
|
Allan Brett
Chief Financial Officer
|
2024
2023
2022
|
433,333
383,333
333,333
|
2,234,081
1,519,612
1,523,671
|
331,705
270,269
220,218
|
450,000
400,000
367,500
|
12,306
10,757
9,931
|
3,461,424
2,583,971
2,454,653
|
J. Scott Pagan
President & COO
|
2024
2023
2022
|
433,333
383,333
333,333
|
2,841,375
1,936,497
1,882,214
|
421,894
344,411
272,041
|
450,000
400,000
446,250
|
12,306
10,757
9,931
|
4,158,908
3,074,998
2,943,769
|
Andrew Roszko
Chief Commercial Officer
|
2024
2023
2022
|
366,667
333,333
283,333
|
1,592,054
917,823
739,461
|
437,119
1,186,0676
197,392
|
375,000
350,000
450,000
|
10,673
9,812
7,189
|
2,781,513
2,797,035
1,677,375
|
Kenneth Wood
Executive Vice President, Product Management
|
2024
2023
2022
|
272,500
261,250
242,500
|
572,532
391,825
369,762
|
160,483
131,078
98,705
|
82,500
79,500
112,500
|
2,000
2,000
2,000
|
1,090,015
865,653
825,467
|
Total Compensation of NEOs in Fiscal 2024 as a percentage of the Corporation's total revenue in Fiscal 2024
|
3.48%
|
Option-based Awards1 |
Share-based Awards1 | |||||||
Name
|
Grant Date
|
Number of securities underlying unexercised options
|
Option Exercise Price2 |
Option Expiration Date
|
Value of unexercised in-the-money options3 |
Number of shares or units of shares that have not vested4,5 |
Market or payout value of share-based awards that have not vested5,6 |
Market or payout value of vested share-based awards not paid out or distributed7 |
(#)
|
($)
|
($)
|
(#)
|
($)
|
($)
| |||
Edward J. Ryan
|
April 13, 2018
|
34,135
|
27.20
|
April 13, 2025
|
2,070,981
| |||
April 13, 2019
|
34,193
|
37.62
|
April 13, 2026
|
1,718,200
| ||||
April 12, 2020
|
33,851
|
38.50
|
April 12, 2027
|
1,671,199
| ||||
Dec 7, 2020
|
11,392
|
54.99
|
Dec 7, 2027
|
374,575
| ||||
April 14, 2021
|
35,596
|
61.11
|
April 14, 2028
|
952,539
| ||||
April 14, 2022
|
42,161
|
60.09
|
April 14, 2029
|
1,171,331
| ||||
April 14, 2023
|
35,640
|
80.47
|
April 14, 2030
|
263,635
| ||||
138,148
|
12,100,383
|
48,867,074
| ||||||
Allan Brett
|
April 13, 2017
|
12,505
|
22.32
|
April 13, 2024
|
819,728
| |||
April 13, 2018
|
12,526
|
27.20
|
April 13, 2025
|
759,956
| ||||
April 13, 2019
|
15,122
|
37.62
|
April 13, 2026
|
759,881
| ||||
April 12, 2020
|
14,971
|
38.50
|
April 12, 2027
|
739,107
| ||||
Dec 7, 2020
|
3,625
|
54.99
|
Dec 7, 2027
|
119,192
| ||||
April 14, 2021
|
13,237
|
61.11
|
April 14, 2028
|
354,218
| ||||
April 14, 2022
|
14,891
|
60.09
|
April 14, 2029
|
413,707
| ||||
April 14, 2023
|
12,571
|
80.47
|
April 14, 2030
|
92,990
| ||||
49,347
|
4,322,304
|
17,828,857
|
Option-based Awards1 |
Share-based Awards1 | |||||||
Name
|
Grant Date
|
Number of securities underlying unexercised options
|
Option Exercise Price2 |
Option Expiration Date
|
Value of unexercised in-the-money options3 |
Number of shares or units of shares that have not vested4,5 |
Market or payout value of share-based awards that have not vested5,6 |
Market or payout value of vested share-based awards not paid out or distributed7 |
(#)
|
($)
|
($)
|
(#)
|
($)
|
($)
| |||
J. Scott Pagan
|
April 13, 2017
|
20,597
|
22.32
|
April 13, 2024
|
1,350,174
| |||
April 13, 2018
|
18,790
|
27.20
|
April 13, 2025
|
1,139,995
| ||||
April 13, 2019
|
20,163
|
37.62
|
April 13, 2026
|
1,013,192
| ||||
April 12, 2020
|
19,961
|
38.50
|
April 12, 2027
|
985,460
| ||||
Dec 7, 2020
|
4,039
|
54.99
|
Dec 7, 2027
|
132,804
| ||||
April 14, 2021
|
16,352
|
61.11
|
April 14, 2028
|
437,575
| ||||
April 14, 2022
|
18,976
|
60.09
|
April 14, 2029
|
527,198
| ||||
April 14, 2023
|
15,989
|
80.47
|
April 14, 2030
|
118,273
| ||||
62,385
|
5,464,302
|
29,557,859
| ||||||
Andrew Roszko
|
April 13, 2019
|
86,758
|
37.62
|
April 13, 2026
|
4,359,594
| |||
April 12, 2020
|
9,426
|
38.50
|
April 12, 2027
|
465,355
| ||||
Dec 7, 2020
|
8,199
|
54.99
|
Dec 7, 2027
|
269,587
| ||||
April 14, 2021
|
11,865
|
61.11
|
April 14, 2028
|
317,504
| ||||
April 14, 2022
|
16,917
|
60.09
|
April 14, 2029
|
469,994
| ||||
June 17, 2022
|
50,000
|
57.04
|
June 17, 2029
|
1,541,390
| ||||
April 14, 2023
|
16,566
|
80.47
|
April 14, 2030
|
122,542
| ||||
32,070
|
2,809,011
|
1,521,964
| ||||||
Kenneth Wood
|
April 13, 2019
|
13,615
|
37.62
|
April 13, 2026
|
684,155
| |||
April 12, 2020
|
10,079
|
38.50
|
April 12, 2027
|
497,593
| ||||
Dec 7, 2020
|
3,677
|
54.99
|
Dec 7, 2027
|
120,902
| ||||
April 14, 2022
|
7,222
|
60.09
|
April 14, 2029
|
200,644
| ||||
April 14, 2023
|
6,082
|
80.47
|
April 14, 2030
|
44,990
| ||||
13,170
|
1,153,560
|
394,681
|
Name
|
Option-based awards - Value vested during the year1 |
Share-based awards - Value vested during the year2 |
Non-equity incentive plan compensation - Value earned during the year3 |
($)
|
($)
|
($)
| |
Edward J. Ryan
|
795,862
|
8,269,547
|
600,000
|
Allan Brett
|
286,969
|
3,286,289
|
450,000
|
J. Scott Pagan
|
360,983
|
4,222,188
|
450,000
|
Andrew Roszko
|
1,512,199
|
1,036,288
|
375,000
|
Kenneth Wood
|
134,770
|
470,616
|
82,500
|
Name
|
Shares acquired on exercise during the year
|
Aggregate Value Realized1 |
Unexercised options at the end of the year2 |
(#)
|
($)
|
(#)
| |
Edward J. Ryan
|
Nil
|
Nil
|
226,968
|
Allan Brett
|
12,205
|
732,219
|
99,448
|
J. Scott Pagan
|
21,090
|
1,328,051
|
134,867
|
Andrew Roszko
|
22,763
|
1,045,710
|
199,731
|
Kenneth Wood
|
12,899
|
635,164
|
46,608
|
- |
The termination without cause of the NEO;
|
- |
A material adverse change to the NEO's terms of employment; and/or
|
- |
A change of control of the Corporation.
|
• |
We are required to pay the NEO his base salary and on-target short-term compensation for up to two years.
|
• |
We are required to pay the NEO his base salary for up to one year and an amount equal to his on-target short-term compensation for the then current year.
|
• |
We are required to pay the NEO his base salary for up to one year, subject to a 50% reduction of the unpaid balance of such severance amount from the date the departed NEO finds alternate employment prior to the end of the one-year period.
|
• |
A Change in Control as described in the section below which results in a material change of the NEO's position, duties, responsibilities, title or office which were in effect immediately prior to such a change in control;
|
• |
A material reduction by the Corporation of the NEO's salary, benefits or any other form of remuneration payable by the Corporation; or
|
• |
A material breach of the employment agreement between the Corporation and the NEO that is committed by the Corporation.
|
• |
A Corporate Transaction; and
|
• |
The surviving, successor or acquiring entity does not assume the outstanding Share Units;
|
• |
A "Change of Control" includes:
|
o |
A transaction in which any person or group acquires ownership of more than 50% of the Corporation's Common Shares, on a fully-diluted basis;
|
o |
During any two-year period, directors, including any additional director whose election was approved by a vote of at least a majority of the directors then in office or who were appointed by the directors then in office, cease to constitute a majority of the Board;
|
o |
A transaction which results in more than 50% of the Corporation's Common Shares, on a fully-diluted basis, being held by any person or group other than the Corporation's shareholders immediately preceding the transaction; or
|
o |
There is a transaction to sell all or substantially all of the assets of the Corporation;
|
• |
A "Corporate Transaction" is defined as any of the following:
|
o |
A capital reorganization, amalgamation, arrangement, plan of arrangement or other scheme or reorganization;
|
o |
An offer for Common Shares, where the Common Shares subject to the offer, together with the offeror's Common Shares and Common Shares of any person or company acting jointly or in concert with the offeror, constitute in the aggregate 20% or more of the Common Shares;
|
o |
An acquisition by a person of Common Shares such that the Common Shares acquired, together with the person's Shares and Shares of any person or company acting jointly or in concert with such person, constitute in the aggregate 20% or more of the Common Shares outstanding immediately after such acquisition, unless another person has previously acquired and continues to hold Common Shares that represent a greater percentage than the first-mentioned person;
|
o |
A sale of all or substantially all of the assets of the Corporation or any subsidiary; or
|
o |
An extraordinary distribution to shareholders, including extraordinary cash dividends, dividends in kind and return of capital.
|
Name
|
Event
|
Salary
($)
|
Short-term ($)
|
Stock Options ($)
|
Share Units ($)
|
Total
($)
|
Edward J. Ryan
|
Termination Without Cause
|
1,200,000
|
1,200,000
|
-
|
6,228,058
|
8,628,058
|
Termination Without Cause Within 12 Months of Change of Control
|
1,200,000
|
1,200,000
|
566,182
|
12,100,383
|
15,066,565
| |
Solely Upon Change of Control
|
-
|
-
|
-
|
-
|
-
| |
Allan Brett
|
Termination Without Cause
|
450,000
|
450,000
|
-
|
2,250,012
|
3,150,012
|
Termination Without Cause Within 12 Months of Change of Control
|
450,000
|
450,000
|
199,935
|
4,322,304
|
5,422,239
| |
Solely Upon Change of Control
|
-
|
-
|
-
|
-
|
-
| |
J. Scott Pagan
|
Termination Without Cause
|
900,000
|
900,000
|
-
|
2,826,792
|
4,626,792
|
Termination Without Cause Within 12 Months of Change of Control
|
900,000
|
900,000
|
254,605
|
5,464,302
|
7,518,907
| |
Solely Upon Change of Control
|
-
|
-
|
-
|
-
|
-
| |
Andrew Roszko
|
Termination Without Cause
|
375,000
|
375,000
|
-
|
1,431,746
|
2,181,746
|
Termination Without Cause Within 12 Months of Change of Control
|
375,000
|
375,000
|
-
|
2,809,011
|
3,559,011
| |
Solely Upon Change of Control
|
-
|
-
|
-
|
-
|
-
| |
Kenneth Wood
|
Termination Without Cause
|
275,000
|
-
|
-
|
628,838
|
903,838
|
Termination Without Cause Within 12 Months of Change of Control
|
275,000
|
-
|
-
|
1,153,560
|
1,428,560
| |
Solely Upon Change of Control
|
-
|
-
|
-
|
-
|
-
|
Retainer
|
Fiscal 2024 Amounts
|
Fiscal 2025 Amounts
|
Annual Base Retainer - Non-Executive Chair
|
$135,000
|
$135,000
|
Annual Base Retainer - All Other Non-Executive Directors
|
$60,000
|
$60,000
|
Audit Committee Retainer
|
$28,000 - Chair
$14,000 - Member
|
$28,000 - Chair
$14,000 - Member
|
Compensation Committee Retainer
|
$14,000 - Chair
$7,000 - Member
|
$14,000 - Chair
$7,000 - Member
|
Corporate Governance Committee Retainer
|
$14,000 - Chair
$5,250 - Member
|
$14,000 - Chair
$5,250 - Member
|
Nominations Committee Retainer
|
$7,000 - Chair
$3,500 - Member
|
$7,000 - Chair
$3,500 - Member
|
Annual Equity Grant - Non-Executive Chair
|
$200,000
|
$200,000
|
Annual Equity Grant - All Other Non-Executive Directors
|
$175,000
|
$175,000
|
Name
|
Fees Earned1 ($)
|
Share-based Awards2 ($)
|
Total3 ($)
|
Deepak Chopra
|
77,500
|
175,000
|
252,500
|
Deborah Close
|
80,500
|
175,000
|
255,500
|
Eric A. Demirian - Chair
|
135,000
|
200,000
|
335,000
|
Sandra Hanington4 |
67,677
|
175,000
|
242,677
|
Kelley Irwin5 |
70,967
|
175,000
|
245,967
|
Dennis Maple
|
77,000
|
175,000
|
252,000
|
Chris Muntwyler
|
75,250
|
175,000
|
250,250
|
Jane O'Hagan
|
84,000
|
175,000
|
259,000
|
John J. Walker
|
96,250
|
175,000
|
271,250
|
Share-based Awards
| |||
Name
|
Number of shares or units of shares that have not vested
|
Market or payout value of share-based awards that have not vested
|
Market or payout value of vested share-based awards not paid out or distributed1 |
(#)
|
($)
|
($)
| |
Deepak Chopra
|
-
|
-
|
1,158,903
|
Deborah Close
|
-
|
-
|
3,538,373
|
Eric A. Demirian
|
-
|
-
|
5,930,106
|
Sandra Hanington
|
-
|
-
|
506,095
|
Kelley Irwin
|
-
|
-
|
484,986
|
Dennis Maple
|
-
|
-
|
2,593,803
|
Chris Muntwyler
|
-
|
-
|
1,216,187
|
Jane O'Hagan
|
-
|
-
|
5,230,437
|
John J. Walker
|
-
|
-
|
6,588,695
|
Name
|
Option-based awards - Value vested during the year ($)
|
Share-based awards - Value vested during the year1 ($)
|
Deepak Chopra
|
-
|
175,000
|
Deborah Close
|
-
|
175,000
|
Eric A. Demirian
|
-
|
200,000
|
Sandra Hanington
|
-
|
208,839
|
Kelley Irwin
|
-
|
210,484
|
Dennis Maple
|
-
|
252,000
|
Chris Muntwyler
|
-
|
250,250
|
Jane O'Hagan
|
-
|
259,000
|
John J. Walker
|
-
|
271,250
|
Position
|
Equity Ownership Level as a Multiple of Annual Base Retainer
|
Non-Management Director
|
3X
|
Name
|
Minimum Equity Ownership Level
($)
|
Value of Holdings per Equity Ownership Policies(1)
($)
|
Minimum Equity Ownership Level Achieved?
|
Deepak Chopra
|
180,000
|
1,245,077
|
Yes
|
Deborah Close
|
180,000
|
3,801,479
|
Yes
|
Eric A. Demirian
|
405,000
|
7,312,087
|
Yes
|
Sandra Hanington
|
180,000
|
708,502
|
Yes
|
Kelley Irwin
|
180,000
|
531,306
|
Yes
|
Dennis Maple
|
180,000
|
2,806,152
|
Yes
|
Chris Muntwyler
|
180,000
|
1,325,629
|
Yes
|
Jane O'Hagan
|
180,000
|
5,640,723
|
Yes
|
John Walker
|
180,000
|
7,614,063
|
Yes
|
Plan Category
|
Plan
|
As of
|
(A)
Number of Common Shares to be issued upon exercise of outstanding options, warrants and rights(1)
(#)
|
(B)
Weighted-average exercise price of outstanding options, warrants and rights(2)
($)
|
(C)
Number of Common Shares remaining available for future issuance under equity compensation plans (excluding securities reflected in column (A))(1)
(#)
|
Equity compensation plans approved by shareholders(3) |
1998 Stock Option Plan
|
January 31, 2024
|
1,568,551 (1.8%)
|
Cdn.$70.59
|
2,442,749 (2.9%)
|
PRSU Plan
|
1,718,802 (2.0%)
|
N/A
|
386,778 (0.5%)
| ||
1998 Stock Option Plan
|
April 29, 2024
|
1,717,874 (2.0%)
|
Cdn.$80.65
|
2,168,407 (2.5%)
| |
PRSU Plan
|
1,797,326 (2.1%)
|
N/A
|
172,924 (0.2%)
| ||
Equity compensation plans not approved by shareholders(4) |
January 31, 2024
|
19,926 (0.0%)
|
19,926 (0.0%)
|
N/A
| |
April 29, 2024
|
19,926 (0.0%)
|
N/A
|
N/A
| ||
TOTAL
|
January 31, 2024
|
3,307,279 (3.9%)
|
3,307,279 (3.9%)
|
Cdn.$70.59
| |
April 29, 2024
|
3,434,942 (4.0%)
|
3,515,200 (4.1%)
|
Cdn.$80.65
|
Fiscal 2022
|
Fiscal 2023
|
Fiscal 2024
| |
Options Granted during the fiscal period
|
271,025
|
356,014
|
278,845
|
Weighted average number of Common Shares outstanding for the fiscal period
|
84,591,234
|
84,791,155
|
85,067,552
|
"Burn Rate"
|
0.32%
|
0.42%
|
0.33%
|
Fiscal 2022
|
Fiscal 2023
|
Fiscal 2024
| |
RSUs and PSUs Granted during the fiscal period1 |
204,981
|
259,633
|
252,042
|
Weighted average number of Common Shares outstanding for the fiscal period
|
84,591,234
|
84,791,155
|
85,067,552
|
"Burn Rate"
|
0.24%
|
0.31%
|
0.30%
|
(i) |
amendments to the number of Common Shares issuable under the PRSU Plan;
|
(ii) |
any amendment expanding the categories of eligible person which would have the potential of permitting the introduction of non-employee members of the Board;
|
(iii) |
any amendment extending the term of a Share Unit or any rights pursuant thereto held by an insider beyond its original expiry date;
|
(iv) |
the addition of any other provision which results in participants receiving Common Shares while no cash consideration is received by the Corporation;
|
(v) |
any amendment that would increase or remove the insider participation limits;
|
(vi) |
amendments which would permit awards to be transferred or assigned other than for normal estate planning purposes; and
|
(vii) |
amendments to the amending provision within the PRSU Plan.
|
(i) |
amendments that are of a "housekeeping" nature;
|
(ii) |
amendments to the terms and conditions of the PRSU Plan necessary to ensure that the PRSU Plan complies with the provisions of applicable law (including, without limitation, the rules, regulations and policies of the TSX);
|
(iii) |
amendments to the provisions of the PRSU Plan respecting administration of the PRSU Plan and eligibility for participation under the PRSU Plan;
|
(iv) |
amendments to the provisions of the PRSU Plan respecting the terms and conditions on which Share Units may be granted to eligible persons pursuant to the PRSU Plan; and
|
(v) |
any other amendments not requiring shareholder approval under the provisions of applicable law (including, without limitation, the rules, regulations and policies of the TSX and NASDAQ).
|
Peter Nguyen
Corporate Secretary
THE DESCARTES SYSTEMS GROUP INC.
PERFORMANCE AND RESTRICTED SHARE UNIT PLAN
June 16, 2022 and ● 2024
PERFORMANCE AND RESTRICTED SHARE UNIT PLAN
Section 1. |
Interpretation and Administrative Provisions
|
1.1 |
Purpose
|
1.2 |
Definitions
|
1.3 |
Effective Date of Plan
|
1.4 |
Common Shares Reserved for Issuance
|
(a) |
A maximum of Four Million, Tree Hundred and Fifty Three Thousand and Three Hundred and Forty (4,353,340) Common Shares are available for issuance under this Plan, provided that Common Shares reserved for issuance pursuant to Share Units which are cancelled or terminated without having been redeemed will again be available for issuance under this Plan and also provided that the Common Shares underlying Share Units which are redeemed for cash will not again be available for issuance under this Plan.
|
(b) |
Under no circumstances may the Plan, together with all of the Corporation's other previously established or proposed security based compensation arrangements result, at any time, in the number of Common Shares reserved for issuance pursuant to Share Units and/or other units or stock options to any one person exceeding 5% of the outstanding issue.
|
(c) |
Any insider and that insider's associates may not, within a 12-month period, be issued a number of Common Shares under the Plan and/or under any other security based compensation arrangement of the Corporation exceeding 5% of the outstanding issue.
|
(d) |
The aggregate number of Common Shares issued to insiders of the Corporation within any 12-month period, or issuable to insiders of the Corporation at any time, under the Plan and any other security based compensation arrangement of the Corporation may not exceed 10% of the total number of issued and outstanding Common Shares of the Corporation at such time.
|
(e) |
The terms "security based compensation arrangement" and "insider" have the meanings attributed thereto in the Toronto Stock Exchange Company Manual for purposes of s. 613 of the Toronto Stock Exchange Company Manual.
|
Section 2. |
Administration
|
2.1 |
Administration of the Plan
|
2.2 |
Governing Law
|
2.3 |
Determination of Value if Common Shares Not Publicly Traded
|
2.4 |
Taxes and Other Source Deductions
|
2.5 |
U.S. Participant
|
(a) |
If at the time of Separation from Service the Company's stock is publicly traded on an established securities market or otherwise, each U.S. Participant who is a "specified employee" of the Company within the meaning of Section 409A(a)(2)(B)(i) of the Code and Treasury Regulation Section 1.409A-1(i), shall not receive any payment under the Plan until the first day of the seventh month following the date of such Participant's Separation from Service (or, if earlier, the date of death).
|
(b) |
The acceleration of the time of any payment under the Plan is prohibited except as provided in Treasury Regulation Section 1.409A-3(j)(4) and administrative guidance promulgated under Section 409A of the Code.
|
2.6 |
Tax Consequences
|
Section 3. |
Share Units
|
3.1 |
Awards of Share Units
|
3.2 |
Election to Defer Annual Incentive Compensation
|
3.3 |
Crediting of Share Units and Dividend Share Units
|
(a) |
the amount of the dividend declared and paid per Common Share multiplied by the number of Performance Share Units or Restricted Share Units, as applicable, recorded in the Participant's Share Unit Account on the date for the payment of such dividend, divided by
|
(b) |
the Fair Market Value of a Common Share as at the dividend payment date.
|
3.4 |
Redemption Date Notice
|
(a) |
Canadian Participants may elect at any time to redeem Vested Share Units on any date or dates after the date the Share Units become Vested Share Units and on or before the Expiry Date (the "Redemption Date"); and
|
(b) |
U.S. Participants shall elect to redeem Vested Share Units on a fixed date or dates after the date the Share Units become Vested Share Units and on or before the Expiry Date (the "Redemption Date") provided that such election must be irrevocably made prior to the earlier of: (i) receipt by the U.S. Participant of each award of Share Units; and (ii) the first day of the taxable year of the U.S. Participant in which the Performance Period, or other period over which the awards is to be earned and vests, begins. For this purpose a "fixed date" may include any permissible payment event under Section 409A of the Code, for example, Separation form Service or a Corporate Transaction (if also a change of control for purposes of Section 409A of the Code).
|
3.5 |
Redemption of Share Units
|
3.6 |
Effect of Redemption of Share Units.
|
3.7 |
Reporting of Share Units
|
3.8 |
Postponed Redemption
|
4.1 |
Vesting Date
|
4.2 |
Performance Vesting.
|
4.3 |
Resignation and Termination for Just Cause
|
4.4 |
Termination Without Just Cause
|
4.5 |
Death, Disability or Retirement of Participant
|
4.6 |
Termination following a Change of Control
|
4.7 |
Compensation Entitlements
|
Section 5. |
Restricted Share Units
|
5.1 |
Vesting Date
|
5.2 |
Resignation and Termination for Just Cause
|
5.3 |
Termination Without Cause
|
5.4 |
Death, Disability or Retirement of Participant
|
5.5 |
Termination Following a Change of Control
|
5.6 |
Compensation Entitlements
|
Section 6. |
General
|
6.1 |
Capital Adjustments
|
6.2 |
Amendment, Suspension, or Termination of Plan
|
(a) |
amendments to the number of Common Shares issuable under the Plan, including an increase to a fixed maximum number of Common Shares or a change from a fixed maximum number of Common Shares to a fixed maximum percentage;
|
(b) |
any amendment expanding the categories of Eligible Person which would have the potential of permitting the introduction of non-employee members of the Board;
|
(c) |
any amendment extending the term of a Share Unit or any rights pursuant thereto held by an insider beyond its original expiry date;
|
(d) |
the addition of any other provision which results in participants receiving Common Shares while no cash consideration is received by the Company;
|
(e) |
any amendment that would increase or remove the insider participation limits set out in Section 1.4(d);
|
(f) |
any amendment which would permit awards granted under the Plan to be transferable or assignable other than for normal estate settlement purposes;
|
(g) |
any amendments to the foregoing subsections listed in this section 6.2.
|
(h) |
amendments that are of a "housekeeping" nature;
|
(i) |
amendments to the terms and conditions of this Plan necessary to ensure that this Plan complies with the provisions of applicable law (including, without limitation, the rules, regulations and policies of the Toronto Stock Exchange);
|
(j) |
amendments to the provisions of this Plan respecting administration of this Plan and eligibility for participation under this Plan;
|
(k) |
amendments to the provisions of this Plan respecting the terms and conditions on which Share Units may be granted to Eligible Persons pursuant to this Plan; and
|
(l) |
any other amendments not requiring shareholder approval under the provisions of applicable law (including, without limitation, the rules, regulations and policies of the Toronto Stock Exchange and Nasdaq stock market).
|
6.3 |
Non-Exclusivity
|
6.4 |
Unfunded Plan
|
6.5 |
Successors and Assigns
|
6.6 |
Transferability of Awards
|
6.7 |
Effect of Corporate Transaction
|
6.8 |
No Special Rights
|
6.9 |
Other Employee Benefits
|
6.10 |
Tax Consequences
|
6.11 |
No Liability
|
RELATIVE PERFORMANCE
|
ADJUSTMENT FACTOR
|
Less than the 30th percentile
|
0
|
30th percentile
|
.50
|
50th percentile
|
1.00
|
75th percentile
|
1.50
|
90th percentile
|
2.00
|
DATED _____, [20XX].
|
THE DESCARTES SYSTEMS GROUP INC.
| |
Per:
|
c/s
| |
Name:
DATED _______, [20XX].
|
THE DESCARTES SYSTEMS GROUP INC.
| |
Per:
|
c/s
| |
Name:
o |
______________%;
|
o |
$_____________; or
|
o |
All of the Participant's incentive award in excess of $___________
|
DATE_____________________
|
_____________________________
| |
Name:
|
o |
______________ of the undersigned's Vested Performance Share Units and related Dividend Performance Share Units; and
|
o |
______________of the undersigned's Vested Restricted Share Units and related Dividend Performance Share Units on ________________________.
|
o |
___________% of the Vested Share Units and related Dividend Share Units by receiving the Share Unit Amount, subject to the consent of the Corporation
|
DATED_________________________
|
_____________________________
|
Name:
|
THE DESCARTES SYSTEMS GROUP INC.
MANDATE FORTHE BOARD OF DIRECTORS
1. |
The members of the Board of Directors (the "Board") have the duty to supervise the management of the business and affairs of The Descartes Systems Group Inc. (the "Company"). The Board, directly and through its committees, the Chair of the Board and Lead Director, as applicable, shall provide direction to senior management, generally through the Chief Executive Officer, to pursue the best interests of the Company.
|
1. |
General - The composition and organization of the Board, including: the number, qualifications and remuneration of directors; the number of Board meetings; residency requirements; quorum requirements; meeting procedures and notices of meetings shall be established in accordance with the Canada Business Corporations Act and the by-laws of the Company.
|
2. |
Independence - The Board shall establish independence standards for the directors in accordance with Applicable Requirements (as defined below), and, at least annually, shall affirmatively determine the independence of each director in accordance with these standards. At least a majority of the directors shall be independent in accordance with these standards.
|
3. |
Access to Management and Outside Advisors - The Board shall have unrestricted access to the Company's management and employees. The Board shall have the authority to retain external legal counsel, consultants or other advisors to assist it in fulfilling its responsibilities and to set and pay the respective compensation of these advisors without consulting or obtaining the approval of any Company officer. The Company shall provide appropriate funding, as determined by the Board, for the services of these advisors.
|
4. |
Chair of the Board / Lead Director - The Chair of the Board shall facilitate the operations and deliberations of the Board and the satisfaction of the Board's functions and responsibilities under this mandate. If the Chair of the Board is not independent, then the independent directors shall select from among their number a director who will act as a "Lead Director" and who will facilitate the functioning of the Board independently of management and provide independent leadership to the Board.
|
5. |
Directors' Responsibilities - Each director is expected to use their best efforts to attend all meetings of the Board and any committee of which they are a member. Each director is expected to have read and considered the materials sent to them in advance of each meeting and
|
to actively participate in the meeting. Each director shall declare their interest, and abstain from voting on, matters in which the director has an interest.
|
6. |
Secretary and Minutes - The Corporate Secretary, their designate or any other person the Board requests shall act as secretary of Board meetings. Minutes of Board meetings shall be recorded and maintained by the Corporate Secretary and subsequently presented to the Board for approval.
|
7. |
In Camera Sessions - As part of each meeting, the Board shall hold an in camera session, at which management and non-independent directors are not present, and the agenda for each Board meeting shall afford an opportunity for such a session.
|
1. |
Strategic Planning
|
a. |
Strategic Plans - At least annually, the Board shall review and, if advisable, approve the Company's strategic planning process and short- and long-term strategic plan prepared by management. In discharging this responsibility, the Board shall review the plan in light of management's assessment of emerging trends, the competitive environment, risk issues, and significant business practices and products.
|
b. |
Business Plans - The Board shall review and, if advisable, approve the Company's annual business plans.
|
c. |
Monitoring - At least annually, the Board shall review management's implementation of the Company's strategic and business plans. The Board shall review and, if advisable, approve any material amendments to, or variances from, these plans.
|
2. |
Risk Management
|
a. |
General - The Board shall provide regular oversight of the Company's enterprise risk management practices either directly, or through its committees, which shall report to the Board with respect to risk oversight undertaken in accordance with their respective charters. The Board shall, with the assistance of its committees, oversee management's
|
assessment, management and monitoring of key risks (including, but not limited to, risks related to information security, as well as environmental, social and governance ("ESG") matters) affecting the Company and the Company's risk management/monitoring systems.
|
b. |
Review of Controls - The Board shall, with the assistance of the Audit Committee, review the internal, financial, non-financial and business control and information systems that have been established by management.
|
3. |
Human Resource Management
|
a. |
General - At least annually, the Board shall, with the assistance of the Compensation Committee, review the Company's approach to human resource management and executive compensation[, including as a result of the Compensation Committee's: (i) [review of reports from management to monitor the Company's culture and employee engagement;] (ii) oversight of policies and programs in place to support and promote the health, safety and well-being of the Company's employees; and (iii) consideration of other ESG practices related to the committee's charter]. In considering its approach to executive compensation, the Board, with the assistance of the Compensation Committee, will consider the results of any "say-on-pay" vote from the Company's most recent annual meeting of shareholders.
|
b. |
Succession Review - At least annually, the Board shall, with the assistance of the Nominating Committee and the Compensation Committee, as applicable, review the Lead Director, Chair of the Board, the Chief Executive Officer and the senior management succession plans of the Company.
|
c. |
Integrity of Senior Management - The Board shall, to the extent feasible, satisfy itself as to the integrity of the Chief Executive Officer and other senior management.
|
4. |
Corporate Governance
|
a. |
General - At least annually, the Board shall, with the assistance of the Corporate Governance Committee, review the Company's approach to corporate governance.
|
b. |
Governing Documents - At least annually, the Board shall review and assess any comments or recommendations of the Corporate Governance Committee in respect of the adequacy of the Company's organizing documents and by-laws, and the mandate, charters and role descriptions for the Board, each Board committee, the Chief Executive Officer, the Chair of the Board and their compliance with Applicable Requirements. At least annually, the Board shall review and assess any comments or recommendations of the Audit Committee on the adequacy of the Company's audit committee charter.
|
c. |
Director Independence - At least annually, the Board shall, with the assistance of the Corporate Governance Committee, evaluate the director independence standards established by the Board and pursuant to Applicable Requirements and the Board's ability to act independently from management in fulfilling its duties.
|
d. |
Ethics Reporting - At least annually, the Board shall, with the assistance of the Corporate Governance Committee, review reports provided by management relating to compliance with, or material deficiencies of, the Company's Code of Business Conduct and Ethics.
|
e. |
Conflicts of Interest - From time to time on an ad hoc basis, if and when required or otherwise viewed by the Board as being prudent in the circumstances, the Board shall form a special committee of disinterested directors to review and evaluate any material related party or other significant conflict of interest transactions involving the Company (except for material transactions solely involving the Company and one or more wholly-owned subsidiaries of the Company).
|
5. |
Environmental and Social Governance - At least annually, the Board shall, with the assistance of the Corporate Governance Committee, review the Company's approach to environmental and social governance including, but not limited to, the following areas: the Company's approach to climate policy and sustainability, and assessing and reducing its own environmental footprint from its operations; the Company's approach to assessing the environmental benefits to its customers from the products and services of the Company; and the Company's approach to social initiatives within its overall governance framework including in the areas of diversity, human rights, fair trading practices and protection of personal data.
|
6. |
Financial Information
|
a. |
General - At least annually, the Board shall, with the assistance of the Audit Committee, review the Company's internal controls relating to financial information and reports provided by management on material deficiencies in, or material changes to, these controls.
|
b. |
Integrity of Financial Information - The Board shall, with the assistance of the Audit Committee, review the integrity of the Company's financial information and systems, the effectiveness of internal controls and management's assertions on internal control and disclosure control procedures.
|
7. |
Communications
|
a. |
General - The Board shall adopt and, at least annually, shall review the Company's overall communications policy, including measures for communicating with and receiving feedback from the Company's stakeholders.
|
b. |
Disclosure - At least annually, the Board shall review management's compliance with the Company's disclosure policies and procedures. The Board shall, if advisable, approve material changes to the Company's disclosure policies and procedures.
|
c. |
Shareholder Engagement - At least annually, the Board shall review the Company's approach to shareholder engagement.
|
8. |
Committees of the Board
|
a. |
Board Committees - The Board has established the following committees of the Board: the Compensation Committee; the Audit Committee; the Corporate Governance Committee; and the Nominating Committee. Subject to applicable law, the Board may establish other Board committees or merge or dispose of any Board committee.
|
b. |
Delegation to Committees - The Board has delegated to each of its committees those responsibilities set out in each Board committee's mandate.
|
c. |
Consideration of Committee Recommendations - As required, the Board shall consider for approval the specific matters delegated for review to Board committees.
|
d. |
Board/Committee Communication - To facilitate communication between the Board and each Board committee, each committee chair shall provide a report to the Board on material matters considered by the committee at the first Board meeting after each meeting of the committee.
|
9. |
Auditors - In conjunction with the Audit Committee, the Board shall review and, if advisable, select and recommend for shareholder approval the appointment of the auditors.
|
1. |
Each director shall participate in the Company's orientation and ongoing education program.
|
2. |
At least annually, with the assistance of the Corporate Governance Committee, the Board shall evaluate and review the performance of the Board, each of its committees, each of the directors, including the specific performance assessment findings of the Corporate Governance Committee and the adequacy of this mandate.
|
1. |
This mandate was last reviewed and approved by the Board on March 6, 2024.
|
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES - ADJUSTED EBITDA
(US dollars in millions)
|
Q4FY24
|
Q3FY24
|
Q2FY24
|
Q1FY24
|
Net income, as reported on Consolidated Statements of Operations
|
31.8
|
26.6
|
28.1
|
29.4
|
Adjustments to reconcile to Adjusted EBITDA:
| ||||
Interest expense
|
0.3
|
0.3
|
0.3
|
0.3
|
Investment income
|
(3.4)
|
(2.7)
|
(2.0)
|
(1.6)
|
Income tax expense
|
8.3
|
8.2
|
10.4
|
8.4
|
Depreciation expense
|
1.4
|
1.5
|
1.4
|
1.3
|
Amortization of intangible assets
|
15.1
|
15.3
|
15.5
|
14.7
|
Stock-based compensation and related taxes
|
4.7
|
4.6
|
4.4
|
3.3
|
Other charges
|
7.5
|
9.7
|
2.5
|
1.9
|
Adjusted EBITDA
|
65.7
|
63.5
|
60.6
|
57.7
|
Revenues
|
148.2
|
144.7
|
143.4
|
136.6
|
Net income as a % of revenues
|
21%
|
18%
|
20%
|
22%
|
Adjusted EBITDA as a % of revenues
|
44%
|
44%
|
42%
|
42%
|
(US dollars in millions)
|
FY24
|
Net income, as reported on Consolidated Statements of Operations
|
115.9
|
Adjustments to reconcile to Adjusted EBITDA:
| |
Interest expense
|
1.4
|
Investment income
|
(9.7)
|
Income tax expense
|
35.2
|
Depreciation expense
|
5.5
|
Amortization of intangible assets
|
60.5
|
Stock-based compensation and related taxes
|
17.1
|
Other charges
|
21.6
|
Adjusted EBITDA
|
247.5
|
Revenues
|
572.9
|
Net income as a % of revenues
|
20%
|
Adjusted EBITDA as a % of revenues
|
43%
|
VIRTUAL MEETING USER GUIDE
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The Descartes Systems Group Inc. published this content on 06 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 May 2024 16:34:04 UTC.