Loop Industries, Inc.
For the period ended Jul 23, 2026. Filed Jun 9, 2026.
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Jul 23, 2026 · Filed Jun 9, 2026
Contents
Compensation-Setting Process
Role of Our Compensation Committee
Compensation decisions for our named executive officers generally are recommended by the Compensation Committee and approved by the Board. Currently, the Compensation Committee is responsible for reviewing and evaluating the compensation arrangements, plans, policies, and practices for our named executive officers.
The Compensation Committee periodically reviews our executive compensation program, including base salary, short-term incentive compensation and long-term equity compensation, to determine whether they are appropriate, properly coordinated, and achieve their intended purposes, and to make any modifications to existing plans and arrangements or to adopt new plans or arrangements. In connection with such review and the hiring of executive officers, the Compensation Committee, after consulting with our management team and any compensation consultant that the Compensation Committee may engage and reviewing any market data provided by such compensation consultant, makes recommendations to the Board with respect to any base salary adjustments, target incentive amounts and compensation framework. With respect to our short-term and long-term incentive compensation, the Compensation Committee recommends to the Board for approval the applicable target performance levels for each performance objective used for the financial period following the Board’s approval of our annual plan.
Role of Management
In carrying out its responsibilities, the Compensation Committee works with members of our management team, including our Chief Executive Officer and Chief Financial Officer. Our management team and a compensation consultant, if one is retained, assist the Compensation Committee in the execution of its responsibilities by providing information on corporate and individual performance, market data, and management’s perspective and recommendations on compensation matters.
Except with respect to his own compensation, our Chief Executive Officer will make recommendations to the Compensation Committee regarding compensation matters, including the compensation of our executive officers. Our Chief Executive Officer also participates in meetings of the Compensation Committee, except with respect to discussions involving his own compensation, in which case the Committee meets in executive session without the Chief Executive Officer present.
While the Compensation Committee solicits the recommendations and proposals of our Chief Executive Officer with respect to compensation-related matters, these recommendations and proposals are only one factor in the Compensation Committee’s decision-making process.
Role of Compensation Consultant
The Compensation Committee has the authority to retain the services of external advisors, including compensation consultants, legal counsel and other advisors, from time to time, as it sees fit in connection with carrying out its duties.
In fiscal 2024 and 2025, the Compensation Committee engaged GGA to undertake a review of the Company’s executive compensation program. GGA was engaged to review the components of the Company’s executive compensation in comparison to a peer group of companies and recommend a compensation design and levels that are in line with the Company’s compensation philosophy as well as current market standards.
Based on GGA’s review and recommendations, an approach focused on equity compensation was adopted at the current stage of the Company’s commercial development. This includes granting a mix of multi-year vesting stock options and immediately exercisable options to certain executives with minimal adjustments to base salary, and, in the case of the Chief Executive Officer and certain other executives, also in lieu of short-term cash incentives. This approach is intended to align executive compensation with shareholder value creation, while ensuring market- competitive total compensation. This is also aligned with the Company’s liquidity management as it advances towards the commercialization of its technology.
In fiscal 2026, the Compensation Committee continued to engage with GGA regarding the equity compensation for the Company’s executive officers.
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