DiaMedica Therapeutics Inc
For the period ended May 22, 2024. Filed Apr 4, 2024.
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May 22, 2024 · Filed Apr 4, 2024
Contents
Elements of Our Executive Compensation Program
During 2023, our executive compensation program consisted of several key elements, which are described in the table below, along with the key characteristics of, and the purpose for, each element and key 2023 changes.
| Element | Key Characteristics | Purpose | Key 2023 Changes |
|---|---|---|---|
| Base Salary (Fixed, Cash) | A fixed amount, paid in cash periodically throughout the year and reviewed annually and, if appropriate, adjusted. | Provides a source of fixed income that is market competitive and reflects scope and responsibility of the position held. | Our CEO received a base salary increase of 8%, our CFO received a base salary increase of 5%, our SVP, Clinical received a base salary increase of 3%, and our former CMO received a base salary increase of 10%, in each case to move their salaries closer toward our target positioning in our peer group. |
| Short-Term Incentive (STI) (Variable, Cash) | A variable, short-term element of compensation that is payable in cash based on achievement of key pre-established annual corporate objectives, and for certain executives, individual goals. | Motivates and rewards our executives for achievement of annual corporate and other objectives. | The target incentive percentage under our short-term incentive plan for 2023 was 50% of base salary for our CEO, 40% of base salary for our CFO, 35% of base salary for our SVP, Clinical and 40% of base salary for our former CMO, which were all unchanged from last year. |
| Long-Term Incentives (LTI) (Variable, Equity-Based Awards) | A variable, long-term element of compensation that is provided in the form of time-vested stock option awards. | Aligns the interests of our executives with our shareholders; encourages our executives to focus on our long-term performance; promotes retention; and encourages significant share ownership. | Our named executive officers received stock option awards, with 25% vesting on the one-year anniversary of the grant date and the remaining 75% vesting in 12 quarterly installments thereafter. |
| Retirement Benefits | A defined contribution retirement plan with a discretionary company match. | Provides an opportunity for employees to save and prepare financially for retirement. | No changes. |
We describe each key element of our executive compensation program in more detail in the following pages, along with the compensation decisions made in 2023. The compensation paid to our named executive officers is governed, in part, by written employment agreements with them, which are described below under “—Employment Agreements.” The named executive officers also have termination and change in control benefits as set forth in their respective employment agreements. See “—Post-Termination Severance and Change in Control Arrangements.”
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