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DiaMedica Therapeutics Inc

For the period ended May 22, 2024. Filed Apr 4, 2024.

View on SEC.gov

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 22, 2024 · Filed Apr 4, 2024

DMAC$9.36+3.5%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

INTERNET AVAILABILITY OF PROXY MATERIALS

Instead of mailing a printed copy of our proxy materials, including our Annual Report to Shareholders, to each shareholder of record, we have provided access to these materials in a fast and efficient manner via the Internet. We believe that this process expedites your receipt of our proxy materials, lowers the costs of our meeting and reduces the environmental impact of our meeting. On or about April 4, 2024, we expect to begin mailing a Notice of Internet Availability of Proxy Materials to shareholders of record as of March 25, 2024 and post our proxy materials on the website referenced in the Notice of Internet Availability of Proxy Materials (www.proxyvote.com). As more fully described in the Notice of Internet Availability of Proxy Materials, shareholders may choose to access our proxy materials atwww.proxyvote.com or may request proxy materials in printed or electronic form. In addition, the Notice of Internet Availability of Proxy Materials and website provide information regarding how you may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. For those who previously requested printed proxy materials or electronic materials on an ongoing basis, you will receive those materials as you previously requested.

Important Notice Regarding the Availability of Proxy Materials

for the Annual General Meeting of Shareholders to be Held on May 22, 2024:

The Notice of Annual General Meeting of Shareholders and Proxy Statement and

Annual Report to Shareholders, including our Annual Report on Form 10-K

for the fiscal year ended December 31, 2023, are available atwww.proxyvote.com.

CORPORATE GOVERNANCE HIGHLIGHTS

✔ Annual election of directors✔ Regular executive sessions
✔ Majority of independent directors✔ No conflicts of interest
✔ Independent Board Chairman✔ Access to independent advisors
✔ Three fully independent Board committees✔ Independent compensation consultant
✔ Corporate governance guidelines✔ No guaranteed salary increases or bonuses
✔ Annual review of governance documents✔ No perquisites
✔ Clawback policy✔ No poison pill

BOARD OF DIRECTORS NOMINEES

Below are the director nominees for election by shareholders at the 2024 Annual General Meeting, each for a one-year term. All director nominees listed below served during the fiscal year ended December 31, 2023.

DirectorAgeServing SinceIndependent
Michael Giuffre, M.D.682010Yes
Richard Kuntz, M.D., M.Sc.662023Yes
Tanya Lewis532023Yes
James Parsons582015Yes
Rick Pauls522005No
Richard Pilnik672009Yes
Charles Semba, M.D.642021Yes

The Board of Directors recommends a vote “FOR” each of these seven nominees.

BOARD COMMITTEE COMPOSITION

The Board of Directors maintains a standing Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.

Below are our current directors and their Board committee memberships.

DirectorAudit CommitteeCompensation CommitteeNominating and Corporate Governance CommitteeIndependent Director (Y/N)
Michael Giuffre, M.D.Chair●Y
Richard Kuntz, M.D., M.Sc.Y
Tanya Lewis●Y
James ParsonsChair●Y
Rick PaulsN
Richard Pilnik●ChairY
Charles Semba, M.D.●●Y

KEY QUALIFICATIONS

The following are some key qualifications, skills and experiences of our Board of Directors.

● Leadership/Management● Financial Expertise● Business Development Experience
● Prior Board Experience● Regulatory Expertise● Biopharmaceutical Industry Expertise

EXECUTIVE COMPENSATION BEST PRACTICES

Our compensation practices include many best practices that support our executive compensation objectives and principles and benefit our shareholders.

What We Do:What We Don’t Do:
● Emphasize pay for performance● No guaranteed salary increases or bonuses
● Structure our executive compensation so a significant portion of pay is at risk● No repricing of stock options unless approved by shareholders
● Maintain competitive pay packages● No liberal share counting under our equity plan
● Structure our executive compensation so a significant portion is paid in equity● No hedging or pledging of DiaMedica securities
● Maintain a clawback policy● No perquisites

HOW WE PAY

Our executive compensation program consists of the following principal elements which are described in more detail below under “Executive Compensation—Executive Compensation Overview—Elements of Our Executive Compensation Program”:

●Base salary – a fixed amount, paid in cash and reviewed annually and, if appropriate, adjusted.
●Short-term incentive – a variable, short-term element that is payable in cash and is based on annual corporate performance objectives and individual performance objectives.
●Long-term incentive – a variable, long-term element that is provided in stock options.

2023 EXECUTIVE COMPENSATION ACTIONS

Throughout this proxy statement, discussion of our executive compensation programs includes the compensation of the following executive officers required to be named in the Summary Compensation Table under “Executive Compensation” section and referred to as our named executive officers or NEOs: (i) Rick Pauls, our Chief Executive Officer (CEO), (ii) Scott Kellen, our Chief Financial Officer (CFO) and Julie Daves, our Senior Vice President, Clinical Development Operations (SVP, Clinical) who are our two other most highly compensated executive officers serving at the end of 2023, and (iii) Kirsten Gruis, M.D., our former Chief Medical Officer (CMO) who would have been among the most highly compensated executive officers had she been serving at the end of 2023. The 2023 compensation actions and incentive plan outcomes based on performance are summarized below:

ElementKey 2023 Actions
Base SalaryOur CEO received a base salary increase of 8% and our other NEOs received base salary increases between 3% and 10%, in each case to move their salaries closer toward our target positioning in our peer group.
Short-Term IncentiveThe 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 and former CMO, and 35% of base salary for our SVP, Clinical, which were all unchanged from the prior year.
Long-Term IncentiveOur NEOs received stock option awards, with 25% vesting on the one-year anniversary of the grant date and the remaining 75% vesting in 12 equal quarterly installments thereafter.
Other CompensationNo changes were made to other components of our executive compensation program.

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ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.