Pineapple Financial Inc.
For the period ended Aug 31, 2025. Filed Dec 3, 2025.
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FY2025 · Filed Dec 3, 2025
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Item 11. Executive Compensation
Summary Compensation Table
The following table sets out the compensation paid or payable to the Named Executive Officers (“NEO”) of the Company during the last two fiscal years:
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Restricted Stock Units($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|---|---|---|
| Shubha Dasgupta, | 2025 | 171,936 | - | 16,429 | 32,858 | - | - | 10,316 | 224,615 |
| Chief Executive Officer | 2024 | 177,816 | - | - | - | - | - | 10,669 | 188,485 |
| Kendall Marin, | 2025 | 171,936 | - | 16,429 | 32,858 | - | - | 10,316 | 224,615 |
| President and Chief Operating Officer | 2024 | 177,816 | - | - | - | - | - | 10,669 | 188,485 |
| Sarfraz Habib | 2025 | 128,952 | - | 6,530 | 13,060 | - | - | - | $149,842 |
| Chief Financial Officer | 2024 | 133,362 | - | - | - | - | - | - | $133,362 |
Outstanding Equity Awards at 2025 Fiscal Year-End
The following table sets forth information concerning outstanding equity awards for each of the NEOs and directors as of the end of the fiscal year ended August 31, 2025.
| Option Awards · Restricted Stock Units | |||||
|---|---|---|---|---|---|
| Name and Principal Position | Number of Securities. Underlying Unexercised Options (#) Exercisable | Weighted Average Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock | Market Value of Shares or Units of Stock As on August 31, 2025 |
| Shubha Dasgupta, | 6,333 | $72.00 | June 14, 2026 | ||
| 20,000 | $1.30 | July 16, 2035 | 12,638 | $50,805 | |
| Chief Executive Officer and Director | |||||
| Tasis Giannoukakis, | 510 | $72.00 | June 14, 2026 | ||
| 2,500 | $1.30 | July 16, 2035 | 2,523 | $10,142 | |
| Director | |||||
| Drew Green, | 5,107 | $72.00 | June 14, 2026 | N/A | N/A |
| 10,000 | $1.30 | July 16, 2035 | 11,092 | $44,590 | |
| Chairman of the Board | |||||
| Kendall Marin, | 6,333 | $72.00 | June 14, 2026 | ||
| 20,000 | $1.30 | July 16, 2035 | 12,638 | $50,805 | |
| President, Chief Operating Officer, and Director | |||||
| Paul Baron, | 510 | $72.00 | June 14, 2026 | ||
| 2,500 | $1.30 | July 16, 2035 | 2,523 | $10,142 | |
| Director | |||||
Compensation Governance
Overview
Following the Company’s initial public offering in November 2023, Pineapple Financial Inc. (the “Company”) became a reporting issuer under the Securities Exchange Act of 1934. The Company’s executive compensation program is designed to attract, retain, and motivate highly qualified executives and directors who can drive sustained value creation for shareholders. The program emphasizes pay-for-performance alignment, prudent governance, and competitiveness within the Canadian mortgage brokerage and financial-technology sectors.
Compensation Philosophy and Objectives
The principal objectives of the Company’s compensation strategy are to:
| ● | Align management’s interests with those of shareholders by linking long-term compensation to performance and value creation; |
| ● | Reward superior individual and corporate performance through balanced short- and long-term incentives; |
| ● | Provide competitive compensation opportunities relative to peer companies of comparable size and stage of development; and |
| ● | Ensure affordability and fiscal discipline, considering the Company’s financial condition, growth trajectory, and market conditions. |
Compensation Components
The significant elements of compensation for directors, executive officers, and Named Executive Officers (“NEOs”) include:
| ● | Base salary or management fees, reflecting scope of responsibility, experience, and individual performance; |
| ● | Equity-based incentives, primarily restricted share units (“RSUs”) and stock options granted under the Company’s 2021 Stock Option Plan and 2022 Omnibus Equity Plan, to promote long-term alignment with shareholders; and |
| ● | Performance-based cash bonuses, awarded at the discretion of the Board of Directors (the “Board”) based on achievement of strategic and financial objectives. |
No element of compensation is determined according to a fixed formula; rather, the Board considers a range of qualitative and quantitative factors including overall corporate performance, market competitiveness, and the Company’s ability to sustain compensation levels responsibly.
Determination and Oversight
The Board, upon recommendation from management, reviews executive compensation annually. Independent directors provide oversight of the process to ensure fairness, transparency, and alignment with shareholder interests. While no formal peer-group benchmarking study was performed for fiscal 2025, the Board considered market data from comparable Canadian mortgage and financial-services companies when determining appropriate compensation ranges.
In fiscal 2025, we established a Treasury Strategy as a component of our corporate treasury and strategic partnership program. The Treasury Strategy permits the Company, subject to internal policies, board oversight and applicable law, to hold a capped allocation of liquid digital assets to support research and development, ecosystem partnerships and potential future integrations with our mortgage technology stack. As of the date of this filing, the Treasury Strategy is managed separately from brokerage operations. The Treasury Strategy is subject to strict custody, risk, accounting and compliance policies, including segregation of assets, volatility limits, impairment monitoring and disclosure controls.
During fiscal 2025, the Company issued restricted share units and stock options to its directors, officers, and employees under the 2021 Stock Option Plan and 2022 Omnibus Equity Incentive Plan, representing a continuation of its long-term incentive program designed to attract and retain key talent. These grants were made in accordance with ASC 718, Compensation, Stock Compensation, and are expensed over the respective vesting periods.
No new long-term cash-based incentive plans or supplemental retirement arrangements were implemented during the year. The Company intends to periodically review its compensation framework as it matures as a public company and to consider the adoption of formal performance metrics and peer benchmarking guidelines.
Director Compensation
To date, we have not compensated our directors for their service to the Company, except that Drew Green receives monthly compensation of $7,887 and Nima Besharat received monthly compensation of $3,943 until his compensation terminated in February 2025.
External Management Companies
Other than as disclosed below under “Employment, Consulting and Management Agreements”, the Company has not entered into any agreement with any external management company that employs or retains one or more of the NEOs or directors and, other than as disclosed below, the Company has not entered into any understanding, arrangement or agreement with any external management company to provide executive management services to the Company, directly or indirectly, in respect of which any compensation was paid by the Company.
Stock Options and Other Compensation Securities
As of August 31, 2025, Pineapple Financial Inc. (the “Company”) had an aggregate of 73,701 stock options and 46,437 restricted share units (RSUs) issued during the fiscal year under the Company’s 2021 Stock Option Plan and 2022 Omnibus Equity Incentive Plan. These awards were granted to directors, executive officers, and employees as part of the Company’s long-term incentive program designed to align management performance with shareholder value creation and to retain key personnel.
The Company had 28,285 stock options outstanding as of August 31, 2024. After giving effect to current-year issuances and normal vesting, the total number of stock options outstanding as of August 31, 2025 was 101,986. The stock options are exercisable for an equivalent number of common shares of the Company in accordance with their respective vesting schedules and expiry provisions. The RSUs vest based on continued service or performance conditions as determined by the Board of Directors.
No stock options or RSUs were exercised by directors, executive officers, or Named Executive Officers during the fiscal year ended August 31, 2025, and no other equity-based compensation securities were granted outside of the 2021 Stock Option Plan and 2022 Omnibus Equity Incentive Plan.
Stock Option Plan and
On June 14, 2021 the Board approved our 2487269 Ontario Ltd. Stock Option Plan (the “Stock Option Plan”) and in year 2022, Omnibus Equity Incentive plan. As of the date, there are 169,969 options outstanding under the Stock Option Plan.
The purpose of the Stock Option Plan is to provide the Company with a share-related mechanism to attract, retain and motivate qualified directors, officers, employees and consultants, to reward those individuals from time to time for their contributions toward the long-term goals of the Company and to enable and encourage those individuals to acquire Common Shares as long-term investments. The material features of the Stock Option Plan and Omnibus Equity Plan are reflected in the disclosure below.
| Key Terms | Summary |
|---|---|
| Administration | The Stock Option Plan & Omnibus Equity Plan is administered by the Board, or such director or other senior officer of the Company as may be designated as administrator by the Board. The Board or such committee may make, amend and repeal at any time, and from time to time, such regulations not inconsistent with the Stock Option Plan. |
| Number of Common Shares | The maximum number of Common Shares issuable under the Stock Option Plan shall not exceed 10% of the number of Common Shares issued and outstanding as of each date on which the Board grants the Option (the “Award Date”) with certain limits on grants to Optionees (as defined in the Stock Option Plan and Omnibus Equity Plan), Optionees who are Insiders (as defined in the Stock Option Plan), Eligible Employees (as defined in the Stock Option Plan) and Optionees conducting Investor Relations Activities (as defined in the Stock Option Plan). The number of Common Shares underlying Options that have been cancelled, that have expired without being exercised in full, and that have been issued upon exercise of Options shall not reduce the number of Common Shares issuable under the Stock Option Plan and shall again be available for issuance thereunder. |
| Securities | Each Option entitles the holder thereof (an “Option Holder”) to purchase one Common Share at an exercise price determined by the Board. |
| Participation | Any director, senior officer, management company, employee or consultant of the Company (including any subsidiary of the Company), as the Board may determine. |
| Exercise Price | The exercise price of an option will be determined by the Board in its sole discretion, provided that the exercise price will not be less than the Discounted Market Price (as defined in the Stock Option Plan). |
| Exercise Period | The exercise period of an Option will be the period from and including the award date through to and including the expiry date that will be determined by the Board at the time of grant (the “Expiry Date”), provided that the Expiry Date of an Option will be no later than the fifth anniversary of the Award Date of the Option, provided that such date does not fall within a blackout period imposed by the Company, and any Options granted to any Optionee who is a Director, Eligible Employee, or other Optionee will expire within 12 months following the date that such Optionee ceases to be engaged in such role. |
| Cessation of Employment | Subject to certain limitations, in the event that an Option Holder ceases to be a director of the Company or ceases to be employed by the Company, other than by reason of death, the Expiry Date of the Option will be 90 days after the date of such termination, except as otherwise provided in any employment contract. Notwithstanding the foregoing or any employment contract, in no event shall such right be extended beyond the Option Period or one year from the date of termination. |
| In the event that an Option Holder should die while he or she is still director, senior officer, management company, employee or consultant of the Company, the Expiry Date will be 12 months from the date of death of the Option Holder. | |
| Acceleration Events | If a third party makes a bona fide formal offer to the Company or its shareholders which would constitute an acceleration event, the Board may (i) permit the Option Holders to exercise their Options, as to all or any of such Options that have not previously been exercised (regardless of any vesting restrictions), but in no event later than the Expiry Date of the Option, so that the Option Holders may participate in such transaction; and (ii) require the acceleration of the time for the exercise of the Options and of the time for the fulfilment of any conditions or restrictions on such exercise. |
| Notwithstanding any other provision of the Stock Option Plan or the terms of any Option, if at any time when Options remains unexercised and the Company completes any transaction which constitutes an acceleration event, all outstanding unvested Options will automatically vest. | |
| Any proposed acceleration of vesting provisions is subject to the policies and necessary approvals of the TSXV, if applicable. | |
| Limitations | The maximum number of Common Shares which may be issued, within any one-year period, to Insiders under the Stock Option Plan and Omnibus Equity Plan, together with any other share-based compensation arrangements of the Company, will be 10% each of the total number of Common Shares issued and outstanding. The total number of Options awarded to any one individual in any twelve-month period will not exceed 5% of the issued and outstanding Common Shares of the Company at the Award Date unless the Company has obtained disinterested shareholder approval.. |
| The total number of Options awarded to any one consultant of the Company in any twelve-month period will not exceed 2% of the issued and outstanding Common Shares of the Company at the Award Date unless consent is obtained as set forth in the Stock Option Plan. | |
| The total number of Options awarded to all persons retained by the Company to provide Investor Relations Activities will not exceed 2% of the issued and outstanding Common Shares of the Company, in any twelve-month period, calculated at the Award Date unless consent is obtained as set forth in the Stock Option Plan. Options granted to persons retained to provide Investor Relations Activities will vest in stages over not less than twelve months with no more than one quarter of the options vesting in any three-month period. | |
| Amendments | The Board may from time to time, subject to applicable law and to the prior approval, if required, of the shareholders, relevant stock exchanges or any other regulatory body having authority over the Company or the Stock Option Plan and Omnibus Equity Plan, suspend, terminate or discontinue the Stock Option Plan at any time, or amend or revise the terms of the Stock Option Plan or of any Option granted under the Stock Option Plan and Omnibus Equity Plan and the Option Agreement relating thereto, provided that no such amendment, revision, suspension, termination or discontinuance shall in any manner adversely affect any Option previously granted to an Optionee under the Stock Option Plan and Omnibus Equity Plan without the consent of that Optionee. |
Employment, Consulting and Management Agreements
As of the date hereof, other than as described below, the Company does not have any contract, agreement, plan or arrangement that provides for payments to the named executive officers (the “NEOs”) at, following, or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of the Company or a change in a director or NEO’s responsibilities.
On April 4, 2023, the Company entered into an executive employment agreement with Sarfraz Habib pursuant to which Mr. Habib agreed to serve as the Company’s Chief Financial Officer. In consideration of the services provided by Mr. Habib, the Company agreed to pay a base salary of $128,952 per annum.
We have also entered into an agreement with Drew Green for board fees, pursuant to which we pay a fee of $7,164 per month.
Pension Plan Benefits
The Company does not anticipate having any deferred compensation plan or pension plan that provides for payments or benefits at, following or in connection with retirement.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.