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Loop Industries, Inc.
480 Fernand-Poitras Street
Terrebonne,
Quebec, Québec, Canada, J6Y 1Y4
__________________
NOTICE OF THE 20192022 ANNUAL MEETING OF STOCKHOLDERS
Dear Stockholders:
The 2019
Due to continued public health precautions regarding in-person gatherings due to the coronavirus (COVID-19) pandemic and to ensure the health and safety of Loop Industries, Inc.’s shareholders, employees, directors and officers, and communities, the format of our 2022 Annual Meeting of Stockholders (the ‘‘2019“2022 Annual Meeting’’) of Loop Industries, Inc. (the ‘‘Company’’Meeting”) will be held at Sheraton Laval Hotel, 2440 Laurentian Autoroute, Laval, QC, H7T 1X5, Canada,a virtual-only meeting, instead of an in-person meeting, on June 27, 201928, 2022 at 10:00 a.m. local time,ET, for the purpose of considering and acting upon the following proposals:
| (1) |
| To elect |
| (2) | ||
| To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending February |
| (3) | ||
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| To hold an advisory vote on executive compensation; and |
| (4) | ||
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| To transact such other business as may properly come before the meeting or any postponement or adjournment thereof. |
We
Shareholders will not be able to attend the 2022 Annual Meeting physically in person. The virtual meeting and live audio webcast can be accessed at www.virtualshareholdermeeting.com/LOOP2022.
To vote or submit questions during the virtual meeting, shareholders must enter the 16-digit control number included on the proxy card, voting instruction form, notice or email that they previously received. Online access to the audio webcast will open shortly prior to the start of the 2022 Annual Meeting. Guests without a control number may also attend the meeting but will not have the option to vote shares or ask questions.
All shareholders, whether or not planning to attend the 2022 Annual Meeting, are encouraged to vote promptly in advance of the meeting by using one of the U.S. Securities and Exchange Commission rules that allow issuers to furnishmethods described in the attached proxy materials for the 2022 Annual Meeting. A proxy card is enclosed for your use. We ask that you carefully review, complete, sign, date and return the proxy card or vote by Internet according to their stockholders via the Internet. Pursuant to these rules, instead of mailing a printed copy of ourinstructions above and included on the proxy materials to each stockholder we have elected to provide access to our proxy materials overcard.
Important Notice Regarding the Internet. Accordingly, with the exception of certain requesting stockholders who will receive printed copies of our proxy materials by mail, stockholders of record will receive a Notice of Internet Availability of Proxy Materials and may vote atfor the 2019 Annual Meeting and any postponements or adjournments of the meeting. We expect to mail the Notice of Internet Availability of Proxy Materials on or about May 10, 2019.
Shareholders
The Board of Directors has fixed the close of business on May 2, 20194, 2022 as the record date for determination of stockholders entitled to receive notice of, and to vote at, the 20192022 Annual Meeting and at any postponements or adjournments thereof. A list of stockholders entitled to vote at the 20192022 Annual Meeting will be available at the meeting being held at Sheraton Laval Hotel, 2440 Laurentian Autoroute, Laval, QC, H7T 1X5, Canadavia live webcast and for ten days prior to the 20192022 Annual Meeting.
Our Annual Report on Form 10-K for the fiscal year ended February 28, 20192022 accompanies this Notice of Annual Meeting of Stockholders and Proxy Statement. We have elected to provide access to our proxy materials both by sending you this full set of proxy materials, including a proxy card, and by notifying you of the availability of our proxy materials on the Internet. These documents may also be accessed on the Broadridge Financial hosted site www.proxyvote.com.
www.proxyvote.com.
Please refer to the Proxy Statement, which forms a part of this notice and is incorporated herein by reference, for further information with respect to the business to be transacted at the 20192022 Annual Meeting.
| | By Order of the Board of Directors, | ||
| | | |||
| | (s) Drew Hickey | ||
| |
Terrebonne, Quebec
May 10, 2019
Drew Hickey | |||
| | | Chief Financial Officer | |
| | | Terrebonne, Québec |
PROXY STATEMENT
_____________________
ANNUAL MEETING OF STOCKHOLDERS
June 27, 2019
_____________________
28, 2022
This Proxy Statement is furnished in connection with the solicitation by Loop Industries, Inc. (the ‘‘Company’’“Company”) on behalf of the Board of Directors (the ‘‘Board’’“Board” or the ‘‘Board“Board of Directors’’Directors”) of proxies for use at our 20192022 Annual Meeting of Stockholders to be held on June 27, 2019 at Sheraton Laval Hotel, 2440 Laurentian Autoroute, Laval, QC, H7T 1X5, Canada28, 2022 via live webcast (the ‘‘2019“2022 Annual Meeting’’Meeting”). We intend to mail and make availableA copy of our Annual Report on Form 10-K for the year ended February 28, 2022, together with this Proxy Statement and the accompanying form of proxy to stockholderscard and notice, will be first mailed and made available on or about May 10, 2019.
26, 2022.
EXPLANATORY NOTES
All monetary amounts shown in this Proxy Statement are expressed in United States dollars, unless otherwise expressly noted. Canadian dollars are referred to as ‘‘CAD’’.“CAD.” In various places throughout this proxy, we have assumed an exchange rate to convert any Canadian dollars into U.S. dollars of $1.00 CAD = $0.76$0.7984 U.S., which was the average exchange rate for fiscal 2019.2022. We make no representation that the Canadian dollar or U.S. dollar amounts referred to in this proxy could have been converted into U.S. dollars or Canadian dollars, as the case may be, at any particular rate or at all.
i
Each share of our common stock, par value $0.0001 per share (the “Common Stock”), entitles the holder thereof to one vote on matters to be acted upon at the 20192022 Annual Meeting, including the election of directors. Votes cast in person or by proxy at the 20192022 Annual Meeting will be tabulated by Broadridge Financial Solutions, Inc., the Inspector of Elections. Any proxy that is returned using the form of proxy enclosed or voted by Internet according to the instructions included on the proxy card will be voted in accordance with the instructions thereon, and if no instructions are given, will be voted: (i) “FOR” the election of all of the director nominees as described in Proposal One; (ii) “FOR” ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm as described in Proposal Two; (iii) “FOR” the approval of the amendment to our 2017 Equity Incentive Plan to increase the number of shares available thereunder as described in Proposal Three; (iv) “FOR” the approval of the advisory resolution relating to our executive compensation as described in Proposal Four; (v) “EVERY YEAR” for the frequency of the advisory vote on executive compensation as described in Proposal Four;Three; and (vi)(iv) if any other business is properly brought before the 20192022 Annual Meeting, shares subject to proxies will be voted, to the extent permitted by the rules and regulations of the Securities and Exchange Commission, in accordance with the discretion of the persons voting such proxies. A stockholder may indicate on the enclosed proxy or its substitute that it is abstaining from voting on a particular matter (an “abstention”). A broker may indicate on the enclosed proxy or its substitute that it does not have discretionary authority as to certain shares to vote on a particular matter (a “broker non-vote”). Abstentions and broker non-votes are each tabulated separately.
The Inspector of Elections will determine whether or not a quorum is present at the 20192022 Annual Meeting. In general, Nevada law and our Amended and Restated By-laws dated as of April 4, 2018 (the “By-laws”) provide that a majority of the shares issued and outstanding and entitled to vote, present in person or represented by proxy, constitutes a quorum. Abstentions and broker non-votes of shares that are entitled to vote are treated as shares that are present in person or represented by proxy for purposes of determining the presence of a quorum.
In determining whether a proposal has been approved, abstentions are treated as present in person or represented by proxy and entitled to vote, but not as voting for such proposal, and hence have the same effect as votes against such proposal, while broker non-votes are not treated as present in person or represented by proxy but not entitled to vote, and hence have no effect on the vote for such proposal.
Holders of record of Common Stock as of the close of business on May 2, 20194, 2022 have the right to receive notice of and to vote at the 20192022 Annual Meeting. On May 2, 2019,4, 2022, we had issued and outstanding 34,875,03247,400,709 shares of Common Stock.
Proxies for use at the 20192022 Annual Meeting are being solicited by the Company from our stockholders. Any person giving a proxy in the form accompanying this Proxy Statement has the power to revoke it at any time before its exercise by (i) filing with the Secretary of the Company a signed written statement revoking his or her proxy or (ii) submitting an executed proxy bearing a date later than that of the proxy being revoked. A proxy may also be revoked by attendance at the 20192022 Annual Meeting and the election to vote in person. Attendance at the 20192022 Annual Meeting will not by itself constitute the revocation of a proxy.
Proposals of stockholders that are intended to be presented at our 20202023 Annual Meeting of Stockholders must comply with the requirements of SEC Rule 14a-8 and must be received by us no later than Friday,Thursday, January 17, 202026, 2023 in order to be included in our proxy statementProxy Statement and form of proxy relating to the meeting. AUnder the advance notice provisions in our By-laws, a stockholder proposal or a nomination for director for our 20202023 Annual Meeting of Stockholders that is not to be included in our proxy statementProxy Statement and form of proxy relating to the meeting must be received by us no earlier than Monday,Sunday, March 4, 202012, 2023 and no later than Wednesday,Tuesday, April 3, 2020.11, 2023. Our By-laws also require that certain information and acknowledgements with respect to the proposal or nomination be set forth in the stockholder’s notice. A copy of the relevant bylaw provision is available upon written request to Loop Industries, Inc., 480 Fernand-Poitras Street, Terrebonne, Quebec, Canada J6Y 1Y4, Attention: Chief Financial Officer. Further, our Amended and Restated By-laws dated as of April 4, 2018 (the “By-laws”) were filed as Exhibit 3.1 to our Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on April 10, 2018 and may be accessed through the SEC’s website at www.sec.gov/edgar. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statementProxy Statement and references to our website address in this proxy statementProxy Statement are inactive textual references only.
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The expense of solicitation of proxies will be borne by the Company. In addition to solicitation of proxies by mail, certain officers, directors and Company employees, who will receive no additional compensation for their services, may solicit proxies by telephone or in person. We are required to request brokers and nominees who hold stock in their name to furnish this proxy material to beneficial owners of the stock and will reimburse such brokers and nominees for their reasonable out-of-pocket expenses in so doing.2
ELECTION OF DIRECTORS
At the 2019 Annual Meeting, three directors will be elected to the Board by the common stockholders.
The Board of Directors has approved Jay Stubina,Andrew Lapham, Jonghyuk Lee, Louise Sams, Laurence Sellyn and Sidney HornJay Stubina as nominees for electionre-election at the 20192022 Annual Meeting. Shaun Higgins, a current director, and Leslie Murphy, a current director and chairman of the Audit Committee and the Compensation Committee of the Board, will not stand for reelection to the Board at the Annual Meeting and will retire from the board at the end of their respective terms as directors. Immediately prior to the 20192022 Annual Meeting, we also expect that Daniel Solomita will be elected to the Board upon the affirmative vote of the sole holder of our Series A Preferred Stock, resulting in a total of foursix directors. Except as set forth below, unless otherwise instructed, the persons appointed in the accompanying form of proxy will vote the proxies received by them FOR the nominees named below, all of whom are presently directors of the Company. The term of office of each person elected as a director will continue until the next Annual Meeting of Stockholders or until a successor has been elected and qualified.
The following table sets forth, as of February 28, 2019,2022, the names and ages of our directors and the principal offices and positions held by each person:
Name | |
| Age | | | Title |
Daniel Solomita | |
| 46 | | | Chairman of the Board of Directors, Chief Executive Officer, and President |
Andrew Lapham | |
| 49 |
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| Director, | |||
Jonghyuk Lee(1) | |
| 47 | | | Director |
Louise Sams | |
| 64 |
| | Director, |
Laurence Sellyn | |
| 72 |
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____________
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| Lead Independent Director, Chair of the | ||||
Jay Stubina |
| | 60 | | | Director |
Information Regarding the Nominees for Election as Directors legal experience, Ms. Sams brings to the Board valuable business development, growth strategies, risk management, corporate governance, technology, and mergers and acquisitions experience and is thus qualified to be on the Board. 2022: cms/documents/. cms/documents/. below: On February 27, 2020, we further amended the Amended and Restated Outside Director Compensation Policy in order to reduce the amount of the Annual Award to $90,000. The reduction was deemed appropriate given the size and composition of the Board, the maturity of the Company and the executive team now in place, all of which contributed to allowing the Board to concentrate on its strategic advisory role and focus less on oversight of legal, financial and commercial compliance matters which is more of management’s role. This change came into effect with the 2021 Annual Award which was effective at the 2020 Annual Meeting. Name and Principal Position earned or paid in cash Awards Awards Non-Equity Incentive Plan Compensation ($) Deferred Compensation Earnings Compensation Total ($) Shaun Higgins Jay Stubina Leslie Murphy Laurence Sellyn(1) Sidney Horn(2) (1) Solomita, whose outstanding awards are reflected in the section entitled “Executive Compensation – Outstanding Equity Awards at Fiscal Year-End.” 2022. common stock. consultant. 2022. $358,800 CAD. practices. As the first performance milestone has already been achieved, 1,000,000 RSUs have vested of which 200,000 RSUs were settled on each of the following dates: October 15, 2019, October 15, 2020 and October 15, 2021. The remaining 400,000 RSUs will be settled equally on each of the following two anniversaries. $450,000. In fiscal Mr. Perron of 28,801 new hire RSUs which vest on the anniversary of the grant date based on the following schedule: 20% after two years, 20% after three years, 30% after four years and 30% after five years. Mr. Perron’s employment agreement does not provide for any long-term equity awards on an annual basis. Mr. Perron did not receive any long-term equity awards for the fiscal year ended February 28, 2022. Our compensation committee reserves the right to use its judgment to authorize compensation payments that are not deductible by reason of the Section 162(m) limitation when it believes such payments are appropriate. Non-Equity Incentive Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($)(1) Option Awards ($)(1) Plan Compensation ($) All Other Compensation($) Total ($) Daniel Solomita (2) 2019 Chief Executive Officer 2018 Nelson Gentiletti (3) 2019 Chief Operating and Chief Financial Officer 2018 Nelson Switzer (4) 2019 Chief Growth Officer 2018 Frank Zitella (5) 2019 Former Chief Financial Officer 2018 Antonella Penta (6) 2019 Former Vice President, General Counsel 2018 D. Jennifer Rhee (7) 2019 Former Chief Financial Officer 2018 Cesar Contla (8) 2019 Former Chief Financial Officer 2018 (1) The amounts reported in this column do not reflect the compensation actually received by the Named Executive Officer. For valuation purposes, the dollar amount shown represents the aggregate award date fair value of awards made in fiscal years ended February 28, (2) Began serving as Chief Began serving as Chief 2022 Date of Board Action Estimated Future Payouts Under Non-Equity Incentive Plan Awards All Other Stock Awards: Number of Shares of All Other Option Awards: Number of Securities Exercise or Base Price of Option Grant Date Fair Value of Stock Grant Date to Grant the Award Threshold ($) Target ($) Maximum ($) Stock or Units Underlying Options Awards ($/sh) Awards ($) Daniel Solomita July 13, 2018 July 13, 2018 Nelson Gentiletti Short-term incentive December 18, 2018 December 18, 2018 New hire RSUs January 1, 2019 January 1, 2019 Time-based RSUs January 1, 2019 January 1, 2019 Performance-based RSUs February 1, 2019 February 1, 2019 Nelson Switzer New hire RSUs May 17, 2018 May 17, 2018 Time-based options July 10, 2018 July 10, 2018 Annual incentive RSUs January 21, 2019 January 21, 2019 Performance-based options January 21, 2019 January 21, 2019 Option Awards Stock Awards Number Of Securities Underlying Unexercised Options Exercisable (#) Number Of Securities Underlying Unexercised Options Un-Exercisable (#) Equity incentive plan awards: Number Of Securities Underlying Unexercised Unearned Options (#) Option Exercise Price ($) Option Expiration date Number of shares or units of stock that have not vested (#) Market Value of shares or units of stock that have not vested ($) Equity incentive plan awards: Number Of Unearned shares, Units or Other Rights That have not vested (#) Equity incentive plan awards: Market or payout value of unearned shares, Units or Other Rights that have not vested ($) Nelson Gentiletti - - - - - 264,226 2,560,350 - - Nelson Switzer - 13,209 - 11.52 July 10, 2028 32,867 318,481 - - Nelson Switzer - 16,683 - 8.75 March 1, 2029 - - - - Frank Zitella 66,667 - - 13.89 March 6, 2019 - - - - Antonella Penta 193,750 - - 13.49 May 2, 2019 - - - - 2022 Number of Securities to be Issued Upon Exercise of Options Weighted Average Exercise Price of Outstanding Options ($) Weighted Average Remaining Term of Outstanding Options (in years) Number of Securities to be Issued Upon Vesting of Restricted Stock Units Weighted Average Issuance Price of Restricted Stock Units ($) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) Equity compensation plan approved by shareholders Equity compensation not approved by shareholders Total equity compensation plans 2022. 2022. Drew Hickey shortly after performance is determined at the end of the next quarterly reporting period for performance awards; (ii) a lump-sum payment equal to eighteen (18) months of his then-current base salary; and (iii) his new hire RSU award will be fully vested and paid one lump sum within 30 days of termination. Stephen Champagne Company. Name Termination Not in Connection with a Change in Control ($) Termination in Connection with a Change in Control ($) Daniel Solomita Base salary Cash incentive compensation Equity incentive compensation(1) Medical Benefits(2) Other Benefits(3) Total Nelson Gentiletti Base salary Cash incentive compensation Equity incentive compensation(4) Total Nelson Switzer Base salary Equity incentive compensation(4) Total (1) In June 2018, the Board approved the grant of an award of 4,000,000 RSUs to Mr. Solomita, which became effective (2) 28, 2023. Fiscal 2019 ($) Fiscal 2018 ($) Audit Fees(1) Audit-Related Fees(2) - Tax Fees(3) All Other Fees(4) - Total Fees (1) (2) (3) (4)(1) Mr. Jonghyuk Lee was elected to the Board of Directors on July 29, 2021, following the closing of SK geo centric’s strategic investment in Loop Industries. Daniel Solomita, 43,46, has served as President and Chief Executive Officer and Chairman of the Board of Directors of Loop Industries since 2015. Mr. Solomita is also the Founder of the Company and the chief architect of the Company’s growth strategy and mission to disrupt the global plastics industry. As such, the Board of Directors considers Mr. Solomita as fully qualified to sit as Chairman of the Board of Directors. Mr. Solomita also served as the President, Secretary, Treasurer and sole Director of Loop Holdings, Inc., a wholly-owned subsidiary, from 2014 to March 2017, when Loop Holdings, Inc. merged with and into our Company. Prior to founding Loop, Mr. Solomita focused his business career on the circular economy, developing Polyamide landfill remediation projects across North America. From 2010 until 2014, Mr. Solomita served as board member and as President of Dragon Polymers, a company which operated as a nylon recycling business (currently doing business as Lead Innovation Corporation, OTC:LEIC). Mr. Solomita is a director and President of 8198381 Canada Inc., a company which also operated a nylon recycling business and is no longer operational. Mr. Solomita attended Dawson College, in Quebec, Canada, where he obtained a Diploma of College Studies in Business Administration in 1996. Mr. Solomita also has held a certification as a Microsoft Certified Solutions expertSystems Engineer since 1998.7Jay Stubina, 58,Andrew Lapham, 49, has served as a member of our Board of Directors since 2016.June 2019. Mr. Lapham has had a successful career as a financial professional with experience covering plastic manufacturing. In 1998,2013 Mr. StubinaLapham co-founded Continent8 Technologies, where he is currently responsible for company operations and sales. Continent8 Technologies operates data centerscontinues to serve as the Chief Executive Officer of Northern Private Capital Inc., a private investment firm. Mr. Lapham previously served as the Chairman of Blackstone Canada, an alternative asset manager, which focused primarily on sourcing and evaluating the firm’s investment opportunities in Europe, North America and Asia.Canada. Mr. StubinaLapham also served as a senior investment professional at Onex Corporation, headquartered in Toronto. Mr. Lapham holds a Bachelor of CommerceArts degree with a major in Accountancy,History from Concordia University,Princeton University. Mr. Lapham’s understanding of Montreal, Canada. Mr. Stubina obtained a Chartered Accountant certificate from McGill University,the economics and maintains a Chartered Professional Accountant licensestrategic elements of business, and his expertise in Canada. Mr. Stubina serves on our Audit and Compensation Committees. His experience running a business from 1998 to the present givescorporate finance make him the experiencequalified to be on the Board.Jonghyuk Lee, 47, has served as a valuable member of our Compensation Committee,Board of Directors since July 2021. Mr. Lee currently holds the position of Vice-President of Green Business Division at SK geo centric (“SKGC”), a subsidiary of South Korea’s SK Group. Prior to that, he held various positions in SKGC’s Performance Chemical, Aromatics and Global Business divisions. He has a vast experience in petrochemical projects in Asia and the Middle East, particularly in China where he worked from 2010 to 2012. He currently leads several advanced recycling projects within SKGC. Mr. Lee holds a Bachelor of Industrial Chemistry from Hanyang University. Mr. Lee was named to3the Board as SKGC’s nominee pursuant to the Investor Rights Agreement entered into by SKGC, Daniel Solomita and the Company in relation to SKGC’s strategic investment in the Company in July 2021. Mr. Lee is considered by the Board to be fully qualified for this role due to his experience servingand knowledge in industrial chemistry and sustainable plastics.Louise Sams, 64, has served as CFO of a real estate company from 1989-1998 gives him the experience necessary to be a valuable member of our Audit Committee. Mr. Stubina’s knowledgeBoard of Directors since April 2021. Ms. Sams previously was the Executive Vice President and experienceGeneral Counsel of Turner Broadcasting System, Inc., a subsidiary of Time Warner Inc. (NYSE: TWX), a television and media conglomerate, from March 2000 until October 2019, where she oversaw the legal work relating to the business activities of Turner and its subsidiaries worldwide. Ms. Sams also served as President of Turner Broadcasting System International, Inc. from 2003 until 2012. Prior to joining Turner in finance, technology implementation in businesses and data management led to our conclusion that he should serve1993 as a directorcorporate attorney, Ms. Sams was an associate at White & Case, specializing in lightmergers and acquisitions and securities law. Ms. Sams is a Director of ourCoStar Group, Inc. (Nasdaq: CSGP), a provider of information, analytics, and online marketplaces to the real estate industry, and serves on the audit committee. She also serves as a Director of D and Z Media Acquisition Corp. (NYSE: DNZ.U) and serves on the audit and compensation committees. She also serves as a Director of Rollins Inc. (NYSE: ROL) and serves on the nominating and corporate governance and human capital management and compensation committees. Ms. Sams chairs the Board of Trustees at Princeton University. Ms. Sams holds a Bachelor of Arts in English from Princeton University and a Juris Doctor from the University of Virginia School of Law. Ms. Sams has over 25 years experience as a media executive and over 35 years experience as a practicing attorney. As a result of her broad range of business and structure.Laurence Sellyn, 69,72, has served as a member of our Board of Directors since April 2018. Mr. Sellyn retired at the end of 2015 from a career in leadership roles in the management of public companies and is now active as a corporate director and as an advisor and consultant to entrepreneurial CEOs. He provides consulting services through his consulting firm, Par Seven Advisors Inc. Mr. Sellyn was Executive Vice-President, Chief Financial and Administrative Officer of Gildan Activewear Inc. from April 1999 until August 2015. From 1992 until 1999 he was Chief Financial Officer and Senior Vice President of Finance and Corporate Development of Wajax Inc. Previously Mr. Sellyn held successive positions of increasing responsibility at Domtar Inc., including serving as Corporate Controller from 1987 until 1991. SinceFrom May 2013 until June 2020 Mr. Sellyn has served on the Board of Cascades Inc. (TSX: CAS), where he iswas Chair of the Corporate Governance and Nominating Committee and was a member of the Audit and Finance Committee. He has also served as a Director and Lead Independent Director of Noble Iron Inc. (TSXV: NIR) from August 4, 2014 to August 11, 2016. Mr. Sellyn is a U.K. Chartered Accountant and holds a Master’s degree in Modern Languages and Literature from Oxford University. Mr. Sellyn has also been active on charitable and not-for- profitnot-for-profit boards. Mr. Sellyn was elected as Lead Independent Director of Loop on April 4, 2018 and as Chair of the Corporate Governance Committee on May 11, 2018. Mr. Sellyn is considered by the Board to be fully qualified for these rolesthis role due to his experience in corporate finance and corporate governance as a senior executive and director of public companies and his history working with founding entrepreneurs.Sidney M. HornJay Stubina, 68,60, has served as a member of our Board of Directors since December 2018.2016. In 1998, Mr. Horn is currently a senior counsel at Stikeman Elliott LLP, whereStubina co-founded Continent 8 Technologies, which operates data centers in Europe, North America and Asia. He led its operating and sales activities until April 2021, when he was a partner until May 2017.retired from the company and divested his equity ownership position. Mr. Horn has been a member of the board of directors of Genworth MI Canada Inc. since July 2009 and provides guidance on executive compensation and board governance matters. Mr. HornStubina holds a Bachelor of ArtsCommerce degree, with a major in EconomicsAccountancy from McGillConcordia University, an MBA degree from Columbia University,of Montreal in Canada. Mr. Stubina obtained a Bachelor of Civil Law degreeChartered Accountant certificate from McGill University, and maintains a BachelorChartered Professional Accountant designation in Canada. Mr. Stubina serves on our Audit and Compensation Committees. His experience running a business from 1998 to 2021, combined with his previous role as CFO of Laws degreea real estate company from McGill University.1989-1998 and his Chartered Professional Accountant designation make Mr. Horn’sStubina a valuable member of our Audit Committee and the Board of Directors. Mr. Stubina’s knowledge of and experience in finance, technology implementation in businesses and his experience in corporate governancedata management led to our conclusion that he shouldis qualified to serve as a director in light of our business and structure.Information Regarding Directors Not Standing for Re-electionShaun Higgins, 69, has served as a member of our Board of Directors since October 2017. Mr. Higgins is the former President of Coca Cola Enterprises Europe. After retiring in 2008, he has sat on a number of private and non- profit boards; served as an executive coach to senior corporate leaders, with a focus on early stage companies; and worked as a beverage industry consultant to hedge funds and private equity groups. Mr. Higgins has over thirty years of global experience in the beverage industry, and five years’ experience in public accounting at Ernst & Young. He served in a number of senior level positions in the Coca Cola system, including President and Chief Operating Officer of Coca Cola Canada, Chief Strategist and Planning Officer, and Chief Financial Officer of Coca Cola Enterprises. Mr. Higgins served on the Board and the Compensation and Governance Committees of ARYZTA AG, a Swiss public company, from 2011 to 2016. He received a BBA degree in Public Accounting from Pace University, and is a Certified Public Accountant and Fellow of the National Association of Corporate Directors.8Table of ContentsLeslie Murphy, 67, has served as a member of our Board of Directors since 2017. Ms. Murphy currently serves as President and CEO of Murphy Consulting, Inc., a consulting firm specializing in corporate governance, enterprise risk management, culture enhancement and staff retention, where she has worked since January 2008. Ms. Murphy is a certified public accountant, former chair of the American Institute of Certified Public Accountants, and former Group Managing Partner of Plante & Moran, PLLC, a major independent registered public accounting firm. Ms. Murphy holds a BBA in Accounting from University of Michigan, and also serves on the Boards of Directors of publicly-traded Kelly Services, Inc. (Nasdaq:KELYA, KELYB) and Detroit Legal News (OTC:DTRL), and on the board of two private companies and several non-profit entities. Ms. Murphy is also a Board Leadership fellow with the NACD, a member of NACD’s Advisory Councils on Audit Committee Issues and Risk Oversight and a member of the AICPA Governing Council. The Board has determined that Ms. Murphy qualifies as an ‘‘audit committee financial expert’’ within the meaning of applicable SEC regulations and has the leadership skills to chair the Audit Committee and the Compensation Committee. Ms. Murphy’s analytical capability, understanding of the economics and strategic elements of business, and her expertise in audit, compensation and enterprise risk management are especially valuable to the Board.The nominees receiving a greater number of affirmative votes FOR his or her election than votes AGAINST his or her election shall be elected as directors. Unless marked to the contrary, proxies received will be voted ‘‘FOR’’“FOR” for each of the Board’s nominees. Abstentions and broker non-votes will not affect the outcome of the vote.THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE ‘‘FOR’’“FOR” FOR EACH OF THE BOARD’S NOMINEES ON THE ELECTION OF THE FOREGOING NOMINEES TO SERVE AS DIRECTORS UNTIL THE NEXT ANNUAL MEETING OF STOCKHOLDERS.4The Board has established the following three (3) committees, each with its own written charter: the Audit Committee, the Nominating and Corporate Governance Committee, and the Compensation Committee. The following table sets forth the attendance of the current Directors held a total of 13at the Board and Committee meetings (including regular and special meetings)held during the fiscal year ended February 28, 2019. Each director attended all of the meetings of the Board of Directors and the committees of the Board of Directors on which he or she served. Board ofDirectors AuditCommittee Nominating andCorporateGovernanceCommittee CompensationCommittee TotalAttendanceDirector Number % Number % Number % Number % %Daniel Solomita 8/8 100% — — — — — — 100%Andrew Lapham(1) 8/8 100% 1/1 100% 5/5 100% 3/3 100% 100%Jonghyuk Lee(2) 4/4 100% — — — — — — 100%Louise Sams(3) 8/8 100% 3/3 100% 4/4 100% 3/3 100% 100%Laurence Sellyn 8/8 100% 4/4 100% 5/5 100% — — 100%Jay Stubina(4) 8/8 100% 4/4 100% 1/1 100% 3/3 100% 100%(1) Mr. Andrew Lapham was a member of the Audit Committee until June 28, 2021. (2) Mr. Jonghyuk Lee was elected to the Board of Directors on July 29, 2021. (3) Ms. Louise Sams was appointed Chair of the Nominating and Corporate Governance Committee, member of the Audit Committee and member of the Compensation Committee on June 28, 2021. (4) Mr. Jay Stubina was a member of the Nominating and Corporate Governance Committee until June 28, 2021. Our shares of Common Stock are listed on the Nasdaq Stock Market. Nasdaq requires all of its listed companies to be in compliance with Nasdaq’s standards of corporate governance set forth in the Nasdaq Marketplace Rules (the ‘‘Nasdaq“Nasdaq CG Rules’’Rules”), with certain exceptions. Companies that qualify as a ‘‘controlled company’’“controlled company” within the meaning of the Nasdaq CG Rules can elect not to comply with certain Nasdaq CG Rules or can choose to comply with these rules despite the presence of an exemption. Under Nasdaq CG Rules, “controlled companies” may elect not to comply with certain Nasdaq CG Rules, including:·requirements relating to oversight of director nominations, including having a nominating committee be composed entirely of independent directors;·requirements relating to oversight of executive compensation, including that having a compensation committee that is composed entirely of independent directors; and·the requirement that a majority of the members of the Board be independent.requirements relating to oversight of director nominations, including having a nominating committee be composed entirely of independent directors;requirements relating to oversight of executive compensation, including that having a compensation committee that is composed entirely of independent directors; andthe requirement that a majority of the members of the Board be independent.As of February 28, 2019,2022, Mr. Daniel Solomita controls a majoritymore than 50% of the voting power for the election of our outstanding Common Stock.directors. Therefore, we qualify as a ‘‘controlled company’’“controlled company” within the meaning of the Nasdaq CG Rules and are not required to follow any of the above three Nasdaq CG Rules. We do not currently utilize the second and thirdany of these exemptions, and we did not utilize them at any point in fiscal year 2019.2022. We utilized the first of these exemptions until May of 2018, when we formed a Nominating and Corporate Governance Committee comprised entirely of Independent Directors that meet the applicable Nasdaq and SEC independence standards. Therefore, we did not utilize any of these exemptions for the remainder of fiscal year 2019at any time after May of 2018 and we do not anticipate utilizing any of these exemptions for fiscal year 2020.2023. The ‘‘controlled company’’“controlled company” exception does not modify audit committee requirements of Rule 10A-3 under the Exchange Act and Nasdaq CG Rules or the requirement to have regularly scheduled Board meetings at which only independent Directors attend.The Board of Directors has determined that allthe following directors standing for election,are independent: Andrew Lapham, Jonghyuk Lee, Louise Sams, Laurence Sellyn.Sellyn and Jay Stubina and Sidney Horn, qualify as independent directors.Stubina. We evaluated independence in accordance with the applicable Nasdaq Stock Market rules.5The Board currently combines the role of Chairman of the Board and Chief Executive Officer. This is because of the unique role played by Daniel Solomita as the Founder, Chief Executive Officer and majoritycontrolling shareholder of the Company. The Board believes that Mr. Solomita is best situated to serve as Chairman because he is the director most familiar with our business and industry and is therefore best able to identify the strategic priorities to be discussed by the Board. The Board believes that combining the role of Chairman and Chief Executive Officer, in the current circumstances of the Company, facilitates information flow between management and the Board and fosters strategic development and execution. The Board has appointed Laurence Sellyn as the lead independent director. The lead independent director serves as the focal point for independent directors, coordinating feedback to the Chief Executive Officer on behalf of the independent directors regarding business issues and board management. The lead independent director and the other independent directors meet regularly without the Chief Executive Officer present.10The Board of Directors has three standing committees: an Audit Committee, a Nominating and Corporate Governance Committee and a Compensation Committee. These committees meet regularly throughout the year and also hold special meetings or act by written consent from time to time as appropriate. The Board has delegated various responsibilities and authority to its committees as generally described below. The committees regularly report on their activities and actions to the Board. Each of these committees has adopted a written charter, which is reviewed annually. All members of the committees are appointed by the Board of Directors and meet the independence requirements of the respective committees on which they serve. The Nomination and Corporate Governance Committee recommends the composition of the Audit Committee and the Compensation Committees after the election of directors is approved by the shareholders, for approval by the Board.The Company is in the process of implementing a succession plan for the transition in its board of directors and expects to announce two new appointments during the 2019 calendar year.Audit CommitteeThe Audit Committee consists of Ms. MurphyMr. Sellyn (Chair), Mr. HigginsMs. Sams and Mr. Stubina, each of whom is independent within the meaning of the requirements of the Sarbanes-Oxley Act of 2002, applicable SEC rules and the listing standards of the Nasdaq Stock Market. Ms. Murphy and Mr. Higgins served on our Audit Committee until their resignation from the Audit Committee and from the Board effective as of this meeting. The Audit Committee held four meetings during the fiscal year ended February 28, 2019.2022. Following the annual meeting of shareholders the Audit Committee will consistand upon approval of their election, Mr. Sellyn (Chair), Ms. Sams and Mr. Stubina and Mr. Horn, each of whom is independent within the meaning of the requirements of the Sarbanes-Oxley Act of 2002, applicable SEC rules and the listing standards of the Nasdaq Stock Market. Mr. Sellyn will serve as Interim Chair ofon the Audit Committee.The Board of Directors has determined that Mr. Sellyn is an audit committee financial expert as defined by Item 407(d)(5)(ii) of Regulation S-K of the Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’“Exchange Act”). Mr. Sellyn’s relevant experience includes 23 years of service as a Chief Financial Officer, first at Wajax Inc. from 1992 until 1999, and then at Gildan Activewear Inc. from 1999 until his retirement in 2015. He is also a U.K. Chartered Accountant.As part of our Board succession plan, Willy Kruh has accepted our invitation to join the Board and Chair the Audit Committee effective October 1, 2019 following that date of his retirement from KPMG. Mr. Kruh is a Chartered Accountant who serves as the Global and Canadian Chair of KPMG's Consumer & Retail practice, which serves and advises KPMG’s worldwide clients in the Retail, Food, Drink and Consumer Goods sectors. Mr. Kruh also serves as Partner-in-Charge of KPMG in Canada’s High Growth Markets practice. Effective on October 1, 2019, Mr. Kruh will retire and leave all of his positions at KPMG. Mr. Kruh holds a Bachelor of Arts degree with a major in Economics from the University of Toronto and an MBA degree from York University Schulich School of Business. Mr. Kruh obtained a Chartered Accountant certificate from Institute of Chartered Accountants of Ontario and maintains a Chartered Professional Accountant license in Canada. Mr. Kruh’s experience as a longstanding auditor and strategic trusted advisor to senior management of some of the top global consumer and retail companies and brands, as well as his leadership to KPMG professionals in almost 200 countries, positions him to be a valuable member of our Board as we pursue our long term strategic plan.11Table of ContentsThe Audit Committee oversees our accounting and financial reporting process and the audit of our financial statements and also assists the Board in monitoring our financial systems and legal and regulatory compliance. In accordance with the written Audit Committee Charter, the responsibilities of the Audit Committee include, among other things:appointing, determining the compensation of, retaining and overseeing the work of our registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review, or attest services for us;pre-approval of auditing and permissible non-audit services, and the terms of such services, to be provided by the independent registered public accounting firm;evaluating the independence, qualifications and performance of our registered public accounting firm, including an annual review of a written report by our independent registered public accounting firm regarding the independent registered public accounting firm’s internal quality control procedures and various issues relating thereto;reviewing our financial statements, including meeting with management and our independent registered public accounting firm to review and discuss our annual audited financial statements, quarterly financial statements, and related disclosures;reviewing, approving, and monitoring related party transactions involving directors or executive officers;6·appointing, determining the compensation of, retaining and overseeing the work of our registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review, or attest services for us;·pre-approval of auditing and permissible non-audit services, and the terms of such services, to be provided by the independent registered public accounting firm;·evaluating the independence, qualifications and performance of our registered public accounting firm, including an annual review of a written report by our independent registered public accounting firm regarding the independent registered public accounting firm’s internal quality control procedures and various issues relating thereto;·reviewing our financial statements, including meeting with management and our independent registered public accounting firm to review and discuss our annual audited financial statements, quarterly financial statements, and related disclosures;·reviewing, approving, and monitoring related party transactions involving directors or executive officers;·addressing complaints received by us regarding accounting, internal accounting controls or auditing matters and procedures for the confidential, anonymous submission by our employees of concerns regarding questionable account or auditing matters;·periodically reviewing and meeting with management and the independent auditor to discuss the overall adequacy and effectiveness of our legal, regulatory and ethical compliance programs and reports regarding compliance with applicable laws, regulations and internal compliance programs;·meeting with management and, as appropriate, the independent auditors, to discuss the adequacy and effectiveness of our policies and practices regarding information technology risk management and the internal controls related to cybersecurity;·overseeing management’s processes for identifying, monitoring and addressing enterprise risks; and·reporting to the Board, including, among other things, any issues that arise with respect to the quality or integrity of our financial statements, compliance with legal or regulatory requirements, the performance and independence of the independent auditors, and the performance of the Audit Committee itself.addressing complaints received by us regarding accounting, internal accounting controls or auditing matters and procedures for the confidential, anonymous submission by our employees of concerns regarding questionable account or auditing matters;periodically reviewing and meeting with management and the independent auditor to discuss the overall adequacy and effectiveness of our legal, regulatory and ethical compliance programs and reports regarding compliance with applicable laws, regulations and internal compliance programs;meeting with management and, as appropriate, the independent auditors, to discuss the adequacy and effectiveness of our policies and practices regarding information technology risk management and the internal controls related to cybersecurity;overseeing management’s processes for identifying, monitoring and addressing enterprise risks; andreporting to the Board, including, among other things, any issues that arise with respect to the quality or integrity of our financial statements, compliance with legal or regulatory requirements, the performance and independence of the independent auditors, and the performance of the Audit Committee itself.The Audit Committee Report is included in this proxy statement.Proxy Statement. In addition, the Board adopted a Charter for the Audit Committee, a copy of which is available under Corporate Governance Documents in the Investors section of our Loop Industries website, and via the following hyperlink: http://www.loopindustries.com/assets/docs/loop_audit_committee_charter.pdfCompensation CommitteeThe Compensation Committee consists of Ms. MurphyMr. Lapham (Chair), Mr. Higgins and Mr. Stubina. Ms. Murphy and Mr. Higgins served on the Committee until their resignation from the Compensation Committee and from the Board effective as of this meeting. The Compensation Committee held four meetings during the fiscal year ended February 28, 2019. Following the annual meeting of shareholders Mr. SellynSams and Mr. Stubina, will serve on the Compensation Committee, each of whom is (i) independent within the meaning of the listing standards of the Nasdaq Stock Market, (ii) a non-employee director within the meaning of Section 16 of the Exchange Act. The Compensation Committee held three meetings during the fiscal year ended February 28, 2022. Following the annual meeting of shareholders and upon approval of their election, Mr. SellynLapham (Chair), Ms. Sams and Mr. Stubina will serve as Chair ofon the Compensation Committee.12Table of ContentsThe Compensation Committee oversees our compensation policies, plans and programs. The Compensation Committee is responsible for, among other things:·establishing and periodically reviewing a general compensation strategy for the Company and its subsidiaries and overseeing the development and implementation of our compensation plans to ensure they are consistent with the general compensation strategy;·reviewing and discussing with management the risks arising from our compensation policies and practices for all employees that are reasonably likely to have a material adverse effect on the Company;·administering our equity-based plans;·periodically reviewing and recommending the compensation of our chief executive officer and other executive officers to the Board for its approval;·periodically reviewing and recommending the compensation to be paid for service on the Board and Board committees and for service as a chairperson of a Board committee and as lead independent director;·periodically reviewing and approving corporate goals and objectives relevant to compensation of our chief executive officer and other executive officers;·periodically evaluating the performance of our chief executive officer in light of such corporate goals;·oversight of regulatory compliance with respect to compensation matters affecting us;·conducting and presenting to the Board an annual self-performance evaluation of the Compensation Committee; and·reviewing and recommending to the Board our submissions to stockholders on executive compensation matters and considering the results of stockholder advisory votes on executive compensation matters and the changes, if any, to our executive compensation policies, practices and plans that may be warranted as a result of any such vote.establishing and periodically reviewing a general compensation strategy for the Company and its subsidiaries and overseeing the development and implementation of our compensation plans to ensure they are consistent with the general compensation strategy;reviewing and discussing with management the risks arising from our compensation policies and practices for all employees that are reasonably likely to have a material adverse effect on the Company;administering our equity-based plans;periodically reviewing and recommending the compensation of our chief executive officer and other executive officers to the Board for its approval;periodically reviewing and approving corporate goals and objectives relevant to compensation of our chief executive officer and other executive officers;periodically evaluating the performance of our chief executive officer in light of such corporate goals;oversight of regulatory compliance with respect to compensation matters affecting us;reviewing and recommending to the Board our submissions to stockholders on executive compensation matters and considering the results of stockholder advisory votes on executive compensation matters and the changes, if any, to our executive compensation policies, practices and plans that may be warranted as a result of any such vote.The Board adopted a written charter for the Compensation Committee, a copy of which is available under Corporate Governance Documents in the Investors section of our Loop Industries website, and via the following hyperlink: http://www.loopindustries.com/assets/docs/LoopCompensationCommittee.pdf.cms/documents/.7Nominating and Corporate Governance CommitteeThe Nominating and Corporate Governance Committee consists of Mr. SellynMs. Sams (Chair), Ms. Murphy,Mr. Lapham and Mr. Higgins. Ms. Murphy and Mr. Higgins served on our Nominating and Governance Committee until their resignation from the Nominating and Governance Committee on from the Board effective as of this meeting. The Nominating and Governance Committee held two meetings during the fiscal year ended February 28, 2019. Following the annual meeting of shareholders Mr. Horn and Mr. Sellyn, will serve on the Nominating and Governance Committee, each of whom is independent within the meaning of the requirements of the Sarbanes-Oxley Act of 2002, applicable SEC rules and the listing standards of the Nasdaq Stock Market. The Nominating and Corporate Governance Committee held five meetings during the fiscal year ended February 28, 2022. Following the annual meeting of shareholders and upon approval of their election, Ms. Sams (Chair), Mr. HornLapham and Mr. Sellyn will serve as the Chair ofon the Nominating and Corporate Governance Committee.13Table of ContentsThe Nominating and Corporate Governance Committee considers and periodically reports to the full Board on matters relating to the governance of the Board. The Nominating and Corporate Governance Committee is responsible for, among other things:·reviewing the qualifications of, and recommending to the Board, proposed nominees for election to the Board, Board composition, and appointment to committees of the Board, consistent with criteria approved by the Board and subject to any commitments made by the Corporation by contract or in its certificate of incorporation;·developing, evaluating and recommending to the Board corporate governance practices applicable to the Company;·leading the Board in its annual performance review of the Board, its committees and their respective effectiveness and·assisting management to organize appropriate orientation for new directors.reviewing the qualifications of, and recommending to the Board, proposed nominees for election to the Board, Board composition, and appointment to committees of the Board, consistent with criteria approved by the Board and subject to any commitments made by the Corporation by contract or in its certificate of incorporation;developing, evaluating and recommending to the Board corporate governance practices applicable to the Company;periodically reviewing and recommending the compensation to be paid for service on the Board and Board committees and for service as a chairperson of a Board committee and as lead independent director;leading the Board in its annual performance review of the Board, its committees and their respective effectiveness; andassisting management to organize appropriate orientation for new directors.The Board of Directors adopted a written charter for the Nominating and Corporate Governance Committee in May 2018, a copy of which is available under Corporate Governance Documents in the Investors section of our Loop Industries website, and via the following hyperlink: http://www.loopindustries.com/assets/docs/Nominating-and-Corporate-Governance-Committee-Charter.pdfStockholder NomineesThe Nominating and Corporate Governance Committee will consider properly submitted stockholder nominations for candidates for membership on the Board of Directors as well as candidates recommended for consideration by the Nominating and Corporate Governance Committee as described below under ‘‘Identifying“Identifying and Evaluating Nominees for Directors.’’” Any stockholder nominations must comply with the requirements of our By-laws and should include disclosure about whether the nominating shareholder or any member of a nominating shareholder group has been involved in any legal proceeding during the past ten years, as specified in Item 401(f) of Regulation S-K, all information relating to such nominee as would be required to be disclosed in solicitations of proxies for the election of such nominee as a director pursuant to Regulation 14A under the Exchange Act, such nominee’s written consent to be named in the proxy statementProxy Statement as a nominee and to serve as a director if elected, as well as a written statement executed by such nominee acknowledging that as a director of the Company, such nominee will owe a fiduciary duty under the Nevada Revised Statutes exclusively to the Company and its stockholders. In addition, stockholder nominations should be submitted within the time frame as specified under ‘‘Stockholder Proposals’’“Stockholder Proposals” above and addressed to: Loop Industries, Inc., Attention: Chief Operating and Chief Financial Officer, 480 Fernand-Poitras Street, Terrebonne, Quebec, Canada J6Y 1Y4.A stockholder that instead desires to merely recommend a candidate for consideration by the Nominating and Corporate Governance Committee shall direct the recommendation in writing to Loop Industries, Inc., Attention: Chief Operating and Chief Financial Officer, 480 Fernand-Poitras Street, Terrebonne, Quebec, Canada J6Y 1Y4, and must include the candidate’s name, home and business contact information, detailed biographical data and qualifications, information regarding any relationships between the candidate and the Company within the last three years and evidence of the nominating person’s ownership of our Common Stock.Director QualificationsIn discharging its responsibilities to nominate candidates for election to the Board of Directors, the Nominating and Corporate Governance Committee has not specified any minimum qualifications for serving on the Board of8Directors. We believe that our directors should have the highest professional and personal ethics and values, consistent with our values and standards. They should have broad experience at the policy-making level in business or banking. They should be committed to enhancing stockholder value and should have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. Their service on other boards of public companies should be limited to a number that permits them, given their individual circumstances, to perform responsibly all director duties for us. Each director must represent the interests of all stockholders. When considering potential director candidates, the Nominating and Corporate Governance Committee also considers the candidate’s character, judgment, diversity, age and skills, including financial literacy and experience in the context of our needs and the needs of the Board.14Table of ContentsIdentifying and Evaluating Nominees for DirectorsUnder the Nasdaq CG Rules, we are not required to maintain a nominating committee. Instead, our entire Board was responsible for recommending director candidates for election until we formed aThe Nominating and Governance Committee in May 2018. This was appropriate, in the opinion of the Board, because we are a ‘‘controlled company’’ under Nasdaq CG Rules, as a single investor, Daniel Solomita, holds over 50% of our outstanding Common Stock and the sole outstanding share of our Series A Preferred Stock and effectively controls the election of our directors through his effective voting control of the Company and his ability to designate a majority of the directors nominated to serve on our Board. Our Series A Preferred Stock has special rights that are set forth in our 10-K for fiscal year 2019, filed with the SEC on May 3, 2019. Prior to having a nominating committee, our Board authorized and directed all of the independent directors to search for and evaluate qualified individuals to become nominees for director and board committee members. The independent directors recommend candidates for nomination for election or reelection for each annual meeting of stockholders and, as necessary, to fill vacancies and newly created directorships, and evaluate candidates for appointment to and removal from committees. The independent directors operate in this capacity under authority granted by resolution of the Board, rather than by charter.Prior to the formation of the Nominating and Governance Committee in May 2018, the Board had been identifying and evaluating nominees for our Board. The Nominating andCorporate Governance Committee utilizes a variety of methods for identifying and evaluating director nominees. Candidates may come to the attention of the Nominating and Corporate Governance Committee through current members of the Board of Directors, professional search firms, stockholders or other persons. These candidates are evaluated at regular or special meetings of the Nominating and Corporate Governance Committee and may be considered at any point during the year. As described above, the Nominating and Corporate Governance Committee will review properly submitted stockholder nominations and recommendations for candidates for the Board of Directors. Following verification of the stockholder status of persons proposing candidates, nominations and recommendations are aggregated and considered by the Nominating and Corporate Governance Committee. If any materials are provided by a stockholder in connection with the nomination or recommendation of a director candidate, such materials are forwarded to the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee also reviews materials provided by professional search firms or other parties in connection with a nominee who is not proposed by a stockholder.Although we do not have a formal policy regarding attendance by members of the Board of Directors at our annual meetings of stockholders, directors are encouraged to attend our annual meetings. WeDue to public health precautions and guidelines regarding in-person gatherings given the COVID-19 pandemic and to ensure the health and safety of the Company’s shareholders, employees, directors and officers, and communities, we held our virtual-only annual meeting on June 28, 2018, the 20182021 (the “2021 annual meeting,meeting”) and all of our directors then serving on the Board attended the meeting. At the 20182021 annual meeting, our stockholders took the following actions: (1) appointed, ratified, and confirmed Shaun Higgins, Leslie Murphy,Andrew Lapham, Louise Sams, Laurence Sellyn and Jay Stubina to serve as members of the Board; (2) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2019;2022; and (3) approved the proposal for advisory approval of the Company’s 20182021 executive compensation, the say-on-pay vote; and (4) approved an annual advisory vote regarding the frequency of the say-on-pay vote. We filed a Definitive Information Statement on Schedule 14A with the SEC on May 18, 2018June 1, 2021 and a Current Report on Form 8-K on June 29, 201830, 2021 to document these actions.We have not implemented a formal policy or procedure by which our stockholders can communicate directly with our Board of Directors. Nevertheless, every effort has been made to ensure that the views of our stockholders are heard by the Board of Directors or individual directors, as applicable, and that appropriate responses are provided to our stockholders in a timely manner. We believe that we are responsive to stockholder communications, and therefore have not considered it necessary to adopt a formal process for stockholder communications with our Board. Shareholders who wish to contact the Board of Directors may do so by telephone at (866) 921-6714, which is also available at the following hyperlink: http://www.loopindustries.com/cms/documents/. During the upcoming year, our Board will continue to monitor whether it would be appropriate to adopt such a process.15On January 25, 2017, our Board approved and adopted a Code of Ethics (the ‘‘Code“Code of Ethics’’Ethics”) that applies to all of our directors, officers, and employees, including our principal executive officer and principal financial officer. The Code of Ethics was updated on January 8, 2020. The Code of Ethics addresses such individuals’ conduct with respect to, among other things, conflicts of interests; compliance with applicable laws, rules, and regulations; full, fair, accurate, timely, and understandable disclosure by us; competition and fair dealing; corporate opportunities;9confidentiality; insider trading; protection and proper use of our assets; fair treatment; and reporting suspected illegal or unethical behavior. A copy of our Code of Ethics is available under Corporate Overview in the Investors section of our Loop Industries website, and via the following hyperlink: http://www.loopindustries.com/assets/docs/Code_of_Ethics.pdf.cms/documents/. We will disclose on our website any amendments to or waivers from any provision of the Code of Ethics that applies to any of our directors or executive officers.Each of our executive officers and directors has entered into an indemnification agreement, pursuant to which we have agreed to indemnify each such person for claims against each of them that may arise in connection with the performance of their respective duties as an officer or a director.Although no officers of the Company currently have a Rule 10b5-1 stock trading plan in place, officers may choose to enter into such plans from time to time in the future. These plans allow executives to adopt predetermined plans for trading shares of our Common Stock in advance of learning any material non-public information. The use of these trading plans permits diversification, retirement and tax planning activities. The transactions under the plans will be disclosed publicly through Form 4 filings with the SEC.The Board, and in particular the Audit Committee, has an active role, as a whole and also at the committee level, in overseeing management of Company risk. This role is one of informed oversight rather than direct management of risk. The Board regularly reviews and consults with management on strategic direction, challenges and risks that we face. The Board also reviews and discusses with management quarterly financial results and forecasts. The Audit Committee of the Board oversees management of financial risks, including investment and foreign currency fluctuation risk mitigation policies. The Compensation Committee of the Board is responsible for overseeing the management of risks relating to and arising from our compensation plans and arrangements. The Nominating and Corporate Governance Committee periodically reviews the risks arising from our corporate governance policies and practices, including the structure and performance of the Board, its committees and individual directors. The Nominating and Corporate Governance Committee also reviews and oversees the Company’s succession planning process for executive officers. These committees provide regular reports—generally on a quarterly basis—to the full Board.Management has responsibility for the direct management and oversight of legal, financial and commercial compliance matters, which includes identifying areas of risk and implementing policies, procedures and practices to mitigate the identified risks. Additionally, the Chief Financial Officer and General Counsel provideprovides regular reports to the Audit Committee concerning financial, tax and compliance related risks. Management also provides the Audit Committee with periodic reports on our compliance programs and efforts, investment policy and practices, and compliance with debt covenants. Management and ourany compensation consultant, if so retained, provide analysis of risks related to our compensation programs and practices to the Compensation Committee.Compensation Risk AssessmentOn May 10, 2018, the Compensation Committee and management considered whether our compensation programs for employees create incentives for employees to take excessive or unreasonable risks that could materially harm the Company. The Compensation Committee believes that our compensation programs are typical for our industry and companies in similar situations (emerging, pre-revenue and recruiting key executive talent) and that our compensation policies and practices do not create incentives to take excessive or unreasonable risk.16Table of ContentsRole of Compensation ConsultantThe Compensation Committee has the authority to engage the services of outside consultants to assist in making decisions regarding the establishment of our compensation programs and philosophy. The Compensation Committee retained Pay Governance, LLC, a national compensation consulting firm, as its compensation consultant to advise the Compensation Committee during the year with respect to non-employee director compensation, potential pay packages for new senior executives, the Chief Executive Officer’s compensation package and assisting with other matters as directed by the Compensation Committee. There is and has been no conflict of interest raised in our hiring of Pay Governance.The Board approved our Outside Director Compensation Policy in October 2017, which was amended and restated on April 4, 2018, May 11, 2018, and May 2, 2019, February 27, 2020 and March 17, 2022 to compensate each non-employee director for his or her service (the ‘‘Amended“Amended and Restated Outside Director Compensation Policy’’Policy”). Our Board has the discretion to revise non-employee director compensation as it deems necessary or appropriate. The Outside Director Compensation Policy is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interest with those of our shareholders.In the second quarter of 2022 the Compensation Committee undertook a review of our Outside Director Compensation Policy to align the compensation received by our non-employee directors with market practice. The Compensation Committee reviewed non-employee director compensation trends and data from companies previously identified as peer companies and used by the Compensation Committee in connection with its review of executive compensation, as well as an additional set of eighteen peer technology companies based in the United States and Canada. Based upon this review, the Compensation Committee determined that the compensation received by our10non-employee directors was below both the median and average annual non-employee director compensation of the peer group, with the greatest difference being the amount of annual cash compensation. Pursuant to the review the Compensation Committee recommended, and the Board subsequently approved, an increase in the total annual cash compensation for each non-employee director from $0 to $20,000, as well as an increase in the total annual cash compensation for the lead independent director from $30,000 to $50,000, in each case effective as of March 17, 2022.Under our Amended and Restated Outside Director Compensation Policy, non-employee directors will receive compensation in the form of equity and cash, as described below:Cash Compensation. All non-employee directors will be entitled to receive the following cash compensation for their services:·$15,000 per year for service as chairman of the audit committee;·$15,000 per year for service as chairman of the compensation committee;·$15,000 per year for service as chairman of the nominating and governance committee;·$30,000 per year for service as the lead independent director.$20,000 per year for service as director;$15,000 per year for service as chairman of the audit committee;$15,000 per year for service as chairman of the compensation committee;$15,000 per year for service as chairman of the nominating and governance committee;$50,000 per year for service as the lead independent director.Each annual cash retainer under this Policy will be paid quarterly in arrears on a prorated basis to each non-employee director, other than to Mr. Lee, who does not receive compensation for his service as a director pursuant to the terms of the Investor Rights Agreement entered into by SKGC, Daniel Solomita and the Company in relation to SKGC’s strategic investment in the Company in July 2021, who has served in the relevant capacity at any point during the immediately preceding fiscal quarter, and such payment shall be made no later than thirty (30) days following the end of such immediately preceding fiscal quarter.Equity Compensation. Nondiscretionary, automatic grants of restricted stock units (“RSUs”) will be made to our non-employee directors on an annual basis as described below.Annual Awards. Subject to Section 11 of the Amended and Restated Outside Director Compensation Policy,Company’s 2017 Equity Incentive Plan, each non-employee director automatically will be granted a Restricted Stock Unit Award (an ‘‘“Annual Award’’”) with a Value of $150,000,$90,000, provided that the number of Shares covered by each Annual Award will be rounded down to the nearest whole Share, which grant will be effective on the date of each annual meeting of stockholders (each, an ‘‘“Annual Meeting’’”), beginning with the first Annual Meeting following October 16, 2017; provided that any non-employee director who is not continuing as a Director following the applicable Annual Meeting will not receive an Annual Award with respect to such Annual Meeting. SubjectThe Company’s 2017 Equity Incentive Plan also permits participants to Sections 5 and 14defer the receipt of the Amended and Restated Outside Director Compensation Policy, each Annual Award will vest aspayment of cash or the delivery of Shares that otherwise would be due to 100% of the Shares subject thereto on the day prior to our next Annual Meeting occurring after the grant date, provided that the non-employee director continues to serve as a non-employee director through the applicable vesting date. As atsuch participant. On May 2, 2019, we have amended our Amended and Restated Outside Director Compensation Policy so that, subject to Section 5 of the Amended and Restated Outside Director Compensation Policy and Section 14 of the Company’s 2017 Equity Incentive Plan, each Annual Award will vest as to 100% of the Shares subject thereto upon the earlier of the one (1) year anniversary of the grant date or on the day prior to our next Annual Meeting occurring after the grant date, in each case, provided that the non-employee director continues to serve as a non-employee director through the applicable vesting date.Consistent with the previous paragraph, an Annual Award was granted on June 28, 2021 to each non-employee director for 20192022 (the ‘‘2019“2022 Annual Award’’”). The 20192022 Annual Award will vest as to 100% of the Shares on June 28, 2019,27, 2022, provided that the non-employee director continues to serve as such through the applicable vesting date. ‘‘“Value’’” for this purpose means, with respect to a full value award, the average of the closing trading prices of a Share for the 30-trading days ending on the trading day prior to the grant date.11Travel Expenses. Each non-employee director’s reasonable, customary, and properly documented travel expenses to attend Board meetings will be reimbursed by the Company.17The following table sets forth a summary of the compensation received by our non-employee directors who received compensation during our fiscal year ended February 28, 2019: Fees Stock Option Nonqualified All Other - 150,000 - - - - 150,000 - 150,000 - - - - 150,000 30,000 150,000 - - - - 180,000 45,000 211,600 - - - - 256,600 - 81,000 - - - - 81,000 _____________ Name and Principal Position Feesearned orpaid incash($) StockAwards(1)($) OptionAwards($) Non-EquityIncentive PlanCompensation($) NonqualifiedDeferredCompensationEarnings($) All OtherCompensation($) Total($)Andrew Lapham 15,000 108,263 — — — — 123,263Jonghyuk Lee(2) — — — — — — —Louise Sams(3) 11,250 127,926 — — — — 139,176Laurence Sellyn 48,750 108,263 — — — — 157,013Jay Stubina — 108,263 — — — — 108,263In connectionThe amounts reported in this column represent the aggregate grant date fair value of the restricted stock units, or RSUs, granted, as computed in accordance with his appointmentFinancial Accounting Standards Board, or FASB, Accounting Standards Codification Topic 718, Compensation—Stock Compensation, or ASC Topic 718.(2) Mr. Jonghyuk Lee is not eligible for non-employee director compensation pursuant to the Investor Rights Agreement entered into by SKGC, Daniel Solomita and the Company in relation to SKGC’s strategic investment in the Company in July 2021. (3) Ms. Louise Sams was elected to the Board as Lead Independent Director, Mr. Sellynof Directors on April 7, 2021. In addition to the 2022 Annual Award, she received a special one-time grantprorated Annual Award under our Amended and Restated Outside Director Compensation Policy for the period of 25,000 RSUs, which will vest over five years in equal tranches on each anniversary of the grant.(2)In connection with his appointment on December 14, 2019April 7, 2021 to the Board, Mr. Horn received a grant of 10,205 RSUs, which will vest in full on June 28, 2019, subject to continued service as Director through the vesting date.Directors who are also our employees receive no additional compensation for their service as directors. During fiscal year 2019,2022, Daniel Solomita, one of our directors, also has been serving as oneour Chief Executive Officer. Accordingly, Mr. Solomita did not receive any compensation for his service on our Board of our employees. See ‘‘Directors. For additional information regarding Mr. Solomita’s compensation for his service as Chief Executive Officer, see “Executive Compensation—Fiscal 20182022 Summary Compensation Table’’ for additional information aboutTable.”Our non-employee directors held the compensation forfollowing outstanding RSU awards as of February 28, 2022. The table excludes Mr. Solomita.Name # of OutstandingOptions(in shares) # of OutstandingRSUs(in shares)18Andrew Lapham — 35,991Jonghyuk Lee — —Table of ContentsLouise Sams — 8,296Laurence Sellyn — 74,605Jay Stubina — 49,60512In August 2021, the SEC approved a Nasdaq Stock Market proposal to adopt new listing rules relating to board diversity and disclosure. As approved by the SEC, the new Nasdaq listing rules require all Nasdaq listed companies to disclose consistent, transparent diversity statistics regarding their boards of directors. The rules also require most Nasdaq listed companies to have, or explain why they do not have at least two diverse directors, including one who self-identifies as female and one who self-identifies as either an under-represented minority or LGBTQ+. As detailed in the diversity matrix below, the Company would be in compliance with Nasdaq’s diversity requirement. The Board Diversity Matrix below presents the Board’s diversity statistics in the format prescribed by the Nasdaq rules. Board Diversity Matrix (As of February 28, 2022) Total Number of Directors 6 Female Male Non-Binary Did NotDiscloseGender Part I: Gender Identity Directors 1 5 0 0 Part II: Demographic Background Asian 0 1 0 0 White 1 4 0 0 LGBTQ+ 0 Did Not Disclose Demographic Background 0 13The following table identifies certain information about our executive officers as of February 28, 2019.2022. Our executive officers are appointed by, and serve at the discretion of, our Board. Each of our executive officers holds office until his successor is duly elected and qualified or until his earlier resignation or removal in accordance with our By-laws, absent an employment agreement. There are no family relationships among any of our directors or executive officers.Name AgeAge TitleDaniel Solomita 4346President, Chief Executive Officer and Chairman of the Board, of DirectorsPresident, and Chief Executive OfficerNelson Gentiletti(1)Drew Hickey 5755Chief Operating and Chief Financial Officer, Treasurer, and SecretaryNelson Switzer 45Chief Growth Officer_______ (1)On January 1, 2019, Nelson Gentiletti joined the Company as Chief Operating Officer and Chief Financial Officer. Prior to his departure on December 6, 2018, Mr. Frank Zitella served as our Chief Financial Officer, and Treasurer. Prior to her departure on February 1, 2019, Ms. Antonella Penta served as our Secretary. On May 2, 2019, Mr. GentilettiTreasurerStephen Champagne 54 Chief Technology OfficerYves Perron 59 Vice-President, Engineering and ConstructionDaniel Solomita, please see biography of Mr. Solomita on page 3 of this Proxy Statement.Drew Hickey, 55, was appointed as our Treasurer and Secretary.Daniel Solomita, 43, has served as President and Chief Executive Officer and Chairman of the Board of Directors of Loop Industries since 2015. Mr. Solomita is also the Founder of the Company and the chief architect of the Company’s growth strategy and mission to disrupt the global plastics industry. As such, the Board of Directors considers Mr. Solomita as fully qualified to sit as Chairman of the Board of Directors. Mr. Solomita also served as the President, Secretary, Treasurer and sole Director of Loop Holdings, Inc., a wholly-owned subsidiary, from 2014 to March 2017, when Loop Holdings, Inc. merged with and into our Company. Prior to founding Loop, Mr. Solomita focused his business career on the circular economy, developing Polyamide landfill remediation projects across North America. From 2010 until 2014, Mr. Solomita served as board member and as President of Dragon Polymers, a company which operated as a nylon recycling business (currently doing business as Lead Innovation Corporation, OTC:LEIC). Mr. Solomita is director and President of 8198381 Canada Inc., a company which also operated a nylon recycling business and is no longer operational. Mr. Solomita attended Dawson College, in Quebec, Canada, where he obtained a Diploma of College Studies in Business Administration in 1996. Mr. Solomita also obtained a certification as a Microsoft Certified Solutions expert in 1998. Nelson Gentiletti, 57, is a CPA and has served as our Chief Operating and Chief Financial Officer sincein March 2021. He has had a successful career in investment banking with large Canadian banks spanning more than 25 years in both North America and Europe. He served as a Managing Director at CIBC, in Toronto, from 1998 until 2006 at which time he was appointed Managing Director of Scotiabank Europe plc based in London, England for a 10-year period ending in December 2016. After returning from the United Kingdom, Mr. Hickey continued his career in January 1, 2019. Mr. Gentiletti has finance, accounting and strategic planning experience, most recently serving2017 by joining the audit committee, as the Chief Financial and Development Officer of TranscontinentalChair, for Discovery Air Inc., on which he served until January 2018. Drew was appointed to the audit committee, as Chair, for Top Aces Holdings Inc. and 10671541 Canada Inc. in December 2017 and August 2018 respectively and where he worked from November 2011 until Decemberremains a director. Most recently, Mr. Hickey was acting as Finance Consultant to Great Canadian Gaming Corporation since September 2018. Mr. Gentiletti also serves onHe is a member of the boardInstitute of directors of Sportscene Group, Inc. since 2006. Mr. Gentiletti received his Bachelor of CommerceCorporate Directors in Canada. He holds an Honors Business Administration degree from Concordia University in 1983 and his Graduate Diploma in Public Accountancy from McGill University in 1985.Nelson Switzer, 45, was appointed as the Company’s Chief Growth Officer in May 2018. Mr. Switzer was most recently a corporate officer of Nestlé Waters North America (NWNA) from December 2015 through May 2018. As Vice President and Chief Sustainability Officer at NWNA was responsible for the company’s approach to water stewardship, responsible packaging, community relations and investment and stakeholder engagement. Nelson brings nearly 20 years of experience working in the public and private sectors at both the local and international level, specializing in sustainable development, stakeholder engagement and business management. Mr. Switzer holds a Master of Engineering from the University of Toronto,Western Ontario.Stephen Champagne, 53, is an engineer and was appointed as Chief Technology Officer in March 2020. Mr. Champagne’s experience includes laboratory development through engineering, procurement, and construction, as well as commercial plant commissioning. Prior to joining the Company, Mr. Champagne was the Director of the Process Group at Seneca Engineering until January 2020. Mr. Champagne also served as Chief Technology Officer of Lithion Recycling from July 2018 until January 2020, and before that served as Project Director at Seneca Engineering. Mr. Champagne received his B. Eng. from Université Laval in 1993 and became a Bachelormember of Sciencethe Ordre des ingénieurs du Québec in 1995.Yves Perron, 58, was appointed Vice-President, Engineering and Construction in January 2021. He is responsible for project execution, permitting, engineering, procurement and contracting, construction and project control. Mr. Perron is an experienced executive with over 30 years of leadership experience in engineering, construction and project management in the industrial space, notably with mining, metallurgy and engineering consulting companies. Prior to joining the Company, Mr. Perron served as Vice-President, Engineering and Construction for Stornoway Diamonds from the University of New Brunswick.June 2012 until May 2019. Thereafter, he served as Executive Vice President Engineering, Construction & Reliability with Mason Graphite from June 2019 until December 2020. Mr. Perron holds a B. Eng from École de Technologie Supérieure (UQAM), as well as an MBA from Université du Québec à Montréal and an Executive MBA from Université Paris Dauphine.14Compensation Discussion and AnalysisThis Compensation Discussion and Analysis highlights the objectives and philosophy of our executive compensation program, describes each component of our executive compensation program, and explains the decisions of the Board and the Compensation Committee in designing our executive compensation program for fiscal 2019.In fiscal 2019,2022, our named executive officers were:·Daniel Solomita, Chairman of the Board, our President and Chief Executive Officer;·Nelson Gentiletti, our Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary;·Nelson Switzer, our Chief Growth Officer;·Frank Zitella, our former Chief Financial Officer and Treasurer; and·Antonella Penta, our former Vice President, General Counsel and SecretaryDaniel Solomita, our Chairman of the Board, Chief Executive Officer and President;Drew Hickey, Chief Financial Officer and Treasurer;Stephen Champagne, our Chief Technology Officer;Yves Perron, our Vice-President, Engineering and ConstructionExecutive ChangesMr. Gentiletti, our former Chief Operating Officer and Chief Financial Officer retired effective March 1, 2021 and remained with the Company until April 30, 2021. Drew Hickey began serving as our Chief Financial on March 1, 2021. Mr. Megelas, our former Chief Legal Officer resigned effective March 19, 2021.Executive Compensation GovernancePhilosophy and PracticesAs an emerging, pre-revenue companyLoop has a small executive leadership team that is dedicated to the ongoing development and commercialization of Loop’s technology. When Loop became a Nasdaq-listed company in 2017, the process of commercializing our products, key talent attraction, retention and motivation is critical. This is reflectedBoard retained a US compensation consulting firm, Pay Governance LLC (“Pay Governance”), to assist in the design ofstructuring our executive compensation program,programs. Pay Governance provided a template for the components of executive compensation, comprised of annual salary, annual cash incentive compensation based on achievement of specific annual performance objectives, and long-term equity compensation. These programs are more fully described below. In addition, Pay Governance assisted the board in identifying a comparator group of new public companies to establish specific compensation packages at that time.Within this template, we continue to use judgement on a case-by-case basis when hiring new executives, in order to attract, motivate and retain the management talent required to support the implementation of our business plan, bearing in mind both external market conditions and internal compensation equity within the company, and being mindful of our position as a pre-revenue company which emphasizes performance-based award opportunities with, generally, conservativeis not yet generating cash award opportunitiesfrom operations.Our founder and highly motivating long-term equity-based award opportunities. Due to our growth and evolving needs for highly-qualified executives, we have had changes in the executive team that assist our Chief Executive Officer, Daniel Solomita, continues to be the largest shareholder in the Company and as such is driven by creation of long-term shareholder value, as well as executing his and the Company’s strategy. Recruitment pay packages have variedmission to commercialize its groundbreaking technology to mitigate the global waste plastic crisis.We seek to support Mr. Solomita by identifying and been customizedrecruiting executives, managers and technical professionals who bring the required expertise, experience, competencies and professional qualifications, who are inspired by our mission and who are committed to successfully recruit talent, which has required some inducement award opportunities (to make-up for lost award opportunities at an executive’s prior employer) along with a market-based annualized pay package.Our executive compensation program is based on a pay-for-performance philosophy that rewards our named executive officers for achieving specified performance goalsrigorous standards of professional ethics and typically ties the majority of the total target compensation to the value of our stock price (coupled with multi-year vesting, this provides long-term alignment to stockholder value). Our executive compensation program also incorporates sound governance principles. integrity.In fiscal 2019,2022, the following policies and practices were in place:What we do:The Compensation Committee consists entirely of independent directors.A significant portion of the compensation opportunity of each continuing named executive officer is tied to the achievement of specified performance goals and/or has underlying value tied directly to our stock price, and is therefore at-risk.Executive officers are required to provide service to us over a period of at least three to five years in order to fully vest in time-based equity awards.15·The Compensation Committee consists entirely of independent directors.·The Compensation Committee has engaged an independent compensation consultant that reports directly to the Compensation Committee.·A significant portion of the compensation opportunity of each continuing named executive officer is tied to the achievement of specified performance goals and/or has underlying value tied directly to our stock price, and is therefore at-risk.·Executive officers are required to provide service to us over a period of at least three years in order to fully vest in time-based equity awards.·We provide limited and modest perquisites.20Table of ContentsWhat we do not do:·We do not provide any “single trigger” change in control payments or benefits to our named executive officers that remain with us.·We do not provide any “single trigger” change in control payments or benefits to our named executive officers that remain with us.We do not provide any post-employment retirement or pension benefits to our executive officers that are not available to our employees generally.·We do not provide tax gross-ups for payments or benefits paid in connection with a change in control.·We do not permit short sales, hedging, or pledging of stock ownership positions and transactions involving derivatives of our common stock.Executive Compensation Philosophy and ObjectivesThe development of our business and the marketing of our prospective products will continue to place a significant strain on our limited personnel, management, and other resources. Our future success depends upon the continued services of our executive officers whothat are developingnot available to our business, and on our ability to identify and retain competent consultants and employees generally.We do not provide tax gross-ups for payments or benefits paid in connection with the skills required to execute our business objectives. The lossa change in control.We do not permit short sales, hedging, or pledging of the services of Mr. Daniel Solomita or our failure to timely identify and retain competent personnel could negatively impact our ability to develop our business which could adversely affect our financial results and impair our growth.We operate in a highly competitive business environment, which is extremely price competitive because of the commodity like nature of polyethylene terephthalate (“PET”) resin and its correlation to the price of crude oil. To successfully grow our business in this environment, we must be able to develop commercial products, scale our manufacturing processes while maintaining high product quality and reliability, improve production processes and services, and introduce new products and services. To achieve these objectives, we need a highly talented and seasoned team of technical, marketing, operations, and other business professionals.We compete with other companies in our industry located in Canada, the U.S. and other regions, including other companies in the Greater Montreal area in the biotechnology, chemical, and technology markets to attract and retain a skilled management team. The Board and the Compensation Committee recognize that the Company needs to provide market competitive compensation packages to attract and retain qualified executives and motivate their achievement of critical goals, in order to increase long-term shareholder value. At the same time, the Board and the Compensation Committee recognize the need to conserve cash, in light of the fact that we have never generated revenue.The specific philosophystock ownership positions involving derivatives of our executive compensation program is to:·Employ executives who are primarily motivated by creating long-term value;·Employ executives who believe in, and live up to, our core values;·Motivate and reward behavior consistent with company and individual performance objectives; and·Design pay programs that are directly linked to our performance and the creation of long-term stockholder value and conserve cash when possible.21Table of ContentsImpact of 20182021 Say-on-Pay VoteWe conducted a vote to approve, on an advisory or non-binding basis, the compensation of our named executive officers (commonly known as a “Say-on-Pay” vote) at our 20182021 Annual Meeting of Stockholders. 99.9%99.36% of the votes cast by stockholders were in favor of approving the compensation of our named executive officers. While evaluating our executive compensation program for fiscal 2019,2022, the Compensation Committee considered the results and maintained the compensation philosophy and objectives and general approach to executive compensation from the prior year.Executive Compensation Program DesignOur executive compensation program for fiscal 20192022 reflected our stage of development as a pre-revenue publicly-tradedpublicly traded company. Accordingly, we designed our executive compensation program to provide market-competitive compensation in the form of base salary, cash or equity-basedcash-based short-term incentive compensation, long-term incentive equity awards (including performance-based RSUs, time-based RSUs, performance-based stock options and time-based stock options), as well as certain employee health and welfare benefits. We believe our executive compensation program is appropriate for a company of our size, in our industry, and in our stage of growth. As the company matures, we will continue to evaluate our executive compensation program and governance practices.We offer cash compensation in the form of base salaries and short-term cash or equity incentive compensation. We have structured our short-term incentive compensation to focus on the achievement of specific short-term financial and operational objectives that will further our longer-term growth objectives. In an effort to continue to motivate our named executive officers to further these objectives, the Board or the Compensation Committee, when possible, sets a range of performance achievement levels, including above target levels, to reflect disciplined execution of our growth objectives.Additionally, long-term equity awards for shares of our common stock serve as a key component of our executive compensation program. Currently, we may grant (i) stock options to ensure that the recipient receives value only through driving stockholder value; and (ii) full value awards, or awards without a purchase price, including RSUs, to provide appropriate levels of compensation, to facilitate retention, to provide more direct alignment to our stockholders and to promote stockholder value creation given that the value of a recipient’s shares increases only as stockholder value increases. In the future, we may introduce other forms of equity awards, as we deem appropriate, that further our objective of providing long-term incentives to our named executive officers while promoting stockholder value creation. On a case-by-case basis there may be a need to provide an up-front incentive to attract a qualified candidate. Such awards will typically be in the form of stock options and RSUs and will vest ratably over multiple years or with deferred cliff vesting after a specified number of years.Finally, we offer our executive officers standard health and welfare benefits that are generally available to our other employees, including medical, dental, vision, short-term disability, long-term disability, and life insurance plans.Our senior executive pay philosophy and framework includes guidelines for allocating compensation between short-term and long-term incentive compensation that provide for a large portion of incentive compensation to be tied to performance objectives. We useconsider competitive market data to develop a general framework for establishing the appropriate pay levels and mix. Within this overall framework, the Compensation Committee reviews each component of executive compensation separately and also takes into consideration the value of each named executive officer’s compensation package as a whole and its relative value in comparison to our other named executive officers.16The Board and the Compensation Committee evaluate our compensation philosophy and executive compensation program as circumstances require and review executive compensation annually. The Board and the Compensation Committee apply our philosophy and the objectives outlined above, together with consideration for the levels of compensation that we would be willing to pay to ensure that our executive compensation remains competitive for highly-qualifiedhighly qualified talent and that we meet our recruiting and retention objectives, as well as the cost to us if we were required to find a replacement for a key executive officer.22Table of ContentsCompensation-Setting ProcessRole of Our Compensation CommitteeCompensation 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 of 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 ManagementIn carrying out its responsibilities, the Compensation Committee works with members of our management team, including our Chief Executive Officer and Chief Operating and Chief Financial Officer. Our management team and Pay Governancea 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 ConsultantThe 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 2019,2022, the Compensation Committee engaged Pay Governanceelected not to assist with reviewing the Chief Executive Officer’s compensation package and employment agreement, developing potential new senior executive hire pay packages and reviewing elements of the non-employee director compensation program.Pay Governance reported directly to the Compensation Committee. In addition, Pay Governance attended meetings of the Compensation Committee, as requested. Pay Governance does not provide any services to us other thanretain the services provided to the Compensation Committee. Although the Compensation Committee considers the recommendations of Pay Governance as to our executive and directora compensation programs, these recommendations are only one factor in the Compensation Committee’s decision-making process.23Table of ContentsThe Compensation Committee has assessed the independence of Pay Governance taking into account, among other things, the factors set forth in Exchange Act Rule 10C-1 and the Nasdaq listing rules, and has concluded that no conflict of interest exists with respect to the work that Pay Governance performs for the Compensation Committee.Use of Competitive DataTo assess the competitiveness of our executive compensation program and to assist in setting compensation levels, we refer to industry surveys, including the Willis Towers Watson Survey Report on Top Management Compensation. In addition, as requested by the Compensation Committee, in connection with the amendment and restatement of Mr. Solomita’s employment agreement, and in considering potential recruitment pay packages for other senior executives, Pay Governance conducted market pay benchmarking that included the compensation peer group as approved by the Compensation Committee.Competitive PositioningWith respect to setting fiscal 2019 pay opportunities, the Compensation Committee continued to compare and analyze our executive compensation with that of a peer group of companies and published survey data. In the context of our annual executive compensation review, with assistance from Pay Governance and input from management, in fiscal 2018 the Compensation Committee approved a peer group of publicly-traded technology companies that met some or all of the following criteria at the time:·Headquartered in the U.S. or Canada;·Listed on a major stock exchange in either the U.S. or Canada;·Have a primary industry classification generally in one of the following areas: (i) biotechnology, (ii) commodity chemicals, (iii) environmental and facilities services, (iv) life sciences, or (v) specialty chemicals;·Similar market capitalization;·Have innovative technologies, products that promote sustainability, or provide renewable plastic products;·Recently went public with an initial public offering.The following publicly-traded companies made up our compensation peer group that was approved by the Compensation Committee:Compensation Peer GroupAbeona Therapeutics Inc.Calgon Carbon CorporationNanoString Technologies, Inc.AgroFresh Solutions, Inc.Ceapro Inc.Rayonier Advanced MaterialsAnaptysBio, Inc.Clementia Pharmaceuticals Inc.Theratechnologies Inc.Aqua Metals, Inc.EcoSynthetix Inc.Tyme Technologies, Inc.Audentes Therapeutics, Inc.FutureFuel Corp.Aurinia Pharmaceuticals Inc.KMG Chemicals, Inc.Pay Governance supplements the peer data with compensation data from surveys of similarly sized companies and uses this combination of market data to provide market target pay opportunity comparisons for comparable positions. The Compensation Committee uses the market data as one reference point in determining the compensation of our executives. The Compensation Committee generally sets salaries near the market median and target incentive award multiples (as a percent of salary) will generally be set at or above market median, reflecting the higher weighting on equity awards and inclusion of performance goals for much of the long-term incentive opportunity. Incentive compensation is provided primarily in the form of equity awards, with recent executive hires receiving performance-based RSUs and cash for annual incentive awards, and long-term incentive opportunities provided in performance-based stock options, time-based stock options, performance-based RSUs or time-based RSUs.24Table of ContentsOur Compensation Committee considers othermany factors in setting the target pay packagepackages and determining actual compensation. Such factors include the overall competitive market for our executives, the alignment between the market-based positions and the actual responsibilities of our executives, each executive’s performance, internal parity, the value of each executive’s position and the value of each executive’s unvested equity holdings. Incentive compensation may be provided primarily in the form of cash for annual incentive awards, and long-term incentive opportunities provided in performance-based stock options, time-based stock options, performance-based RSUs or time-based RSUs.17At the current stage of our development, we are dependent upon a small team of key executives to support Mr. Solomita in pursuing our business objectives, including the continued development of our technology and the development and implementation of our commercialization plan.We continue to operate within an overall compensation framework and philosophy which was established in 2018 and which is described herein. This philosophy, as well as Mr. Solomita’s compensation, was established at the time with reference to a benchmark group of comparable companies and using external advisors. Within this framework, we use judgement on a case-by-case basis when hiring new executives, in order to attract the management talent required to support the needs of the business, bearing in mind both external market conditions in the Montreal market and internal compensation equity within the company.Fiscal 20192022 Executive Compensation Program ComponentsOverviewFor fiscal 2019, in connection with the amendment and restatement of Mr. Solomita’s employment agreement,2022, the Compensation Committee reviewed histhe base salary, short-term incentive compensation opportunity, and long-term incentive compensation opportunity. The Compensation Committee also reviewed the peer group compensation data provided by Pay Governance and in connection with the hires of Messrs. Gentiletti and Switzer, the recommendations made by our Chief Executive Officer.opportunity for all named executive officers. The Compensation Committee also considered the pay levels of Messrs. Solomita, Gentiletti,Hickey, Champagne and SwitzerPerron as compared to the compensation provided to executives in comparable positions by members of our peer group and the overall market, thetheir performance, of Mr. Solomita, and the continued competition for experienced leadership in our industry.The following describes each component of our executive compensation program, the rationale for each, and how the compensation amounts and awards were determined for fiscal 2019.Base SalaryBase salary is the primary fixed component of our executive compensation program. We use base salary to compensate our named executive officers for services rendered during the fiscal year and to ensure that we remain competitive in attracting and retaining executive talent. Generally, we establish the initial base salaries of our executive officers through arm’s-length negotiation at the time we hire the individual executive officer, taking into account his or her position, qualifications, experience, salary expectations, market compensation data and the base salaries of our other executive officers.Thereafter, the Compensation Committee periodically reviews the base salaries of each named executive officer and makes adjustments as it determines to be reasonable and necessary to reflect our performance, the scope of a named executive officer’s performance, contributions, responsibilities, experience, current salary level, position (in the case of a promotion), and market pay positioning, as appropriate.In connection with the amendment and restatement of Mr. Solomita’s employment agreement in fiscal 2019, the Compensation Committee reviewed his compensation package, including his base salary. In addition to the market-based study provided by Pay Governance, the Compensation Committee also considered other relevant factors, including, among others, Mr. Solomita’s criticalitycritical importance to the Company’s success, performance and contributions, and the continued competition for experienced leadership in our industry. Based on this review, in June 2018, the Compensation Committee recommended, and the Board approved, an updated compensation package for Mr. Solomita, including an increase in his base salary from $180,000 toof $598,905 CAD, effective as of March 1, 2018 (the first day of the Company’s 20182019 fiscal year).Mr. Gentiletti’sHickey’s base salary was set at $535,000$375,000 CAD upon his hire in December 2018, andMarch 2021, Mr. Switzer’sChampagne’s base salary was set at $300,000$250,000 CAD upon his hire in April 2018.March 2020 and Mr. Perron’s base salary was set at $292,000 CAD upon his hire in January 2021. The base salary for each of these named executive officers was approved by the Compensation Committee and the Board and determined based on arm’s-length negotiations between the named executive officer and our Chief Executive Officer, which, among other factors, considered an analysis of competitive compensation practices performed by Pay Governance.25Table of ContentsWeOfficer.In fiscal 2022, we did not make any adjustments to the base salaries of our other named executive officers.The base salaries paid to our named executive officers in fiscal 20192022 are set forth in the section entitled “Summary Compensation Table” below.Short-Term Incentive CompensationWe use short-term incentive compensation to motivate our named executive officers to achieve our annual financial and operational objectives, while making progress towards our longer-term strategic and growth goals. Our short-term incentive program allows the Compensation Committee to provide cash or equity incentive awards to the executive officers, which are based upon performance goals established by the Board and the Compensation Committee.18The short-term incentive compensation provided to our named executive officers in fiscal 2019 are2022 is described in the immediately following paragraphs and set forth in the sections entitled “Summary Compensation Table” and “Grants of Plan-Based Awards for Fiscal 2019”2022” below.Daniel SolomitaThe updated compensation package for Mr. Solomita that the Compensation Committee recommended, and the Board approved, in June 2018 in connection with the amendment and restatement of his employment agreement includes an annual bonus opportunity for fiscal 20192022 that provides for a payment equal to 25% of his base salary at threshold performance, 50% of his base salary at target performance, or 100% of his base salary at maximum performance, effective as of March 1, 2018 (the first day of the Company’s 2019 fiscal year).In June 2018, theperformance.The Compensation Committee approved the performance goals for Mr. Solomita’s fiscal 20192022 annual bonus listed in the table below. For any scalable performance goal, if actual achievement falls between the specified minimum, target, or maximum performance levels, the amount payable with respect to the performance goal will be determined by straight-line interpolation. For any performance goal that is not scalable, the threshold and target levels must be achieved for the maximum amount to become payable with respect to the performance goal. In either case, if the threshold level for a particular performance goal is not achieved, no amount will be payable with respect to the performance goal.Based on the actual level ofPerformance goals for fiscal 2022 included:(i) goals related to engineering and commercial facilities, (ii) goals related to financing, (iii) goals related to customers and feedstock suppliers (iv) development and operational goals related to the Company’s facility in Terrebonne, Quebec, and (v) goals related to research and development. The achievement of these performance goals (as indicatedwas determined to be at 120% of target (60% of base salary), resulting in the table below), the amount ofan annual bonus for Mr. Solomita’s annualSolomita for fiscal 2019 was $449,179 CAD, which was 150%2022 of target.26Table of ContentsWeightingGoalThreshold/Target/Maximum Level25%Operational and technology-related goalsThreshold: Complete construction of pilot plantTarget: Manufacturing milestone for the purity of DMT and MEG monomersMaximum: Demonstrate the capacity for continuous operations of the pilot plant15%Strategic goalsThreshold: Enter into a letter of intent for a minimum quantity of projected output from first facilityTarget: Sign letters of intent for a majority of the projected output from the first facilityMaximum: Strategy development of Company’s branded PET resin25%Strategic goals for a joint ventureThreshold: Identify a manufacturing partnerTarget: Complete basic engineering for the Company’s recycling processMaximum: Initiate detailed engineering5%Developmental goals for greenfield facilitiesThreshold: Develop the Company’s recycling processTarget: Develop a framework for commercializationMaximum: Begin process design plan25%Financing milestonesThreshold, target and maximum relate to progress towards financing milestones5%Leadership and HR-related goalsThreshold: Hiring of a certain executiveTarget: Further strengthen the innovation and technology teamMaximum: Optimization of HR-goals to support growth objectivesOverall Achievement: 150% of target or 75% of base salary ($343,269)27Table of ContentsWe made good progress in relation to the Company’s performance goals. We achieved significant advancements on the engineering design of our Infinite LoopTM process, initial site preparation work for our first commercial facility in Becancour, Quebec, financing our on-going operations and developing strategic partnerships, customer relationships and campaigns, feedstock sourcing, the upgrade of our Terrebonne, Quebec plant to incorporate all key process equipment, as well research and development activities to continuously improve and optimize our process.Nelson GentilettiDrew HickeyMr. Gentiletti’s new hireHickey’s employment agreement provides for a short-term incentive compensation opportunity for fiscal 2019 in the form of cash, (or, at his option, in RSUs or stock options), with payment equal to 25%30% of his base salary at threshold performance, 50% of his base salary at target performance, or 100% of his base salary at maximum performance, in each case prorated based on the number of days he was employed during fiscal 2019.performance. Mr. Gentiletti’sHickey’s short-term incentive compensation opportunity was determined based on arm’s-length negotiations between him and our Chief Executive Officer and evaluated relative to an analysis of competitive compensation practices performed by Pay Governance.In February 2019,2022, the BoardCompensation Committee approved a fiscal 2019 short-term incentive compensation opportunity for Mr. Gentiletti in the form of cash, with a payment of up to $43,240 CAD based on the achievement of the performance goals for Mr. Hickey’s fiscal 2022 annual bonus listed in the table below. The Board did not provide for any payout opportunity above the target amount because the Board did not believe that over-performance was realistic given the relatively short performance period.Based on the actual level of achievement of these performance goals (as indicated in the table below), the amount of Mr. Gentiletti’s annual bonus paid for fiscal 2019 was $25,944 CAD, which was 60% of target.WeightingGoal40%HR and administrative goals40%Financing goals20%Development of strategic planning processOverall Achievement: 60% of target or 30% of base salary, pro-rated from date of hire ($19,827)28Table of ContentsNelson SwitzerMr. Switzer’s new hire employment agreement provides for an annual incentive compensation opportunity for fiscal 2019 in the form of performance-based RSUs with an intended value equal to 25% of his base salary at threshold performance, 50% of his base salary at target performance and 100% of his base salary at maximum performance, in each case prorated based on the number of days he was employed during fiscal 2019. Mr. Switzer’s annual incentive compensation opportunity was determined based on arm’s-length negotiations between him and our Chief Executive Officer and evaluated relative to an analysis of competitive compensation practices performed by Pay Governance.Accordingly, in January 2019, the Board approved the grant of performance-based RSUs that become eligible to vest based on the achievement of the performance goals listed in the table below (up to a maximum of 27,616 RSUs). For any scalable performance goal, if actual achievement falls between the specified minimum, target, or maximum performance levels, the number of performance-based RSUs that will become eligible to vestamount payable with respect to the performance goal will be determined by straight-line interpolation. For any performance goal that is not scalable, the threshold and target levels must be achieved for the maximum number of RSUsamount to become eligible to vestpayable with respect to the performance goal. In either case, if the threshold level for a particular performance goal is not achieved, no performance-based RSUsamount will become eligible to vestbe payable with respect to the performance goal.Based on the actual level ofThe achievement of these performance goals (as indicated in the table below) was determined to be at 60% of target (30% of base salary), resulting in an annual bonus for Mr. Hickey for fiscal 2022 of $112,500 CAD.Performance goals included: (i) financing goals related to the numberplanned Becancour facility (ii) increasing the Company’s coverage by equity analysts, and (iii) obtaining financing for specific projects.19We made progress in widening and advancing the Company’s range of such RSUs that became eligible to vestfinancing options for the Quebec project and increased the Company’s coverage of by equity analysts. However, incentive pay was 11,737, which was 85% of target. These RSUs that became eligible to vest will vest in 1/3rd increments onlower than target as ongoing discussions regarding the first three anniversaries of March 1 followingfinancing for the fiscal year in whichQuebec facility and other specific projects were not finalized during the applicable performance goals were achieved, subject to continued service through each such date.WeightingGoalThreshold/Target/Maximum Level50%Customer contractsThreshold: Secure certain customer contractsTarget: Secure additional customer contractsHighest Level: Secureyear.Stephen ChampagneMr. Champagne’s employment agreement provides for a certain contract35%Marketing goalsThreshold: Basic marketing goalsTarget: Beyond basic marketing goalsHighest Level: Robust marketing goals15%Financing milestonesThreshold, target and maximum relate to progress towards financing milestonesOverall achievement: 85% of target or 42.5% of base salaryNumber of RSUs eligible to vest: 11,737 RSUs29Table of ContentsFrank ZitellaMr. Zitella did not receive any short-term incentive compensation priorin the form of cash, with payment equal to 10% of his base salary at threshold performance, 15% of his base salary at target performance, or 20% of his base salary at maximum performance. If performance is below threshold performance, there would be no award. Mr. Champagne’s fiscal 2022 annual bonus performance was determined on a discretionary basis by the Compensation Committee. Pursuant to his resignation. His employment agreement provided only for an annual discretionary cash bonus, and neither the Board nor the Compensation Committeeexercised their discretion to provide suchperformance, Mr. Champagne received a bonus for fiscal 2019.Antonella PentaPursuant to her employment agreement with the Company, Ms. Penta received a minimum bonus for fiscal 20192022 in the amount of $30,000$50,000 CAD, which represented 20% of his base salary.Yves PerronMr. Perron’s employment agreement provides for a short-term incentive compensation in the form of cash, with payment equal to 10% of herhis base salary at threshold performance, 20% of his base salary at target performance, or 30% of his base salary at maximum performance. If performance is below threshold performance, there would be no award. Mr. Perron’s fiscal 2022 annual bonus performance was determined on a discretionary basis by the Compensation Committee. Pursuant to his performance, Mr. Perron received a bonus for fiscal 2022 in the amount of $46,720 CAD, which represented 16% of his base salary.Long-Term Incentive CompensationWe grant long-term equity awards as a component of our executive compensation program in order to align our named executive officers’ long-term interests with our stockholders’ interests. Our long-term incentive program allows the Compensation Committee to provide equity incentive awards to the executive officers, which are based upon performance goals established by the Board and the Compensation Committee. The Company has elected to use equity-based awards in order to provide direct alignment to stockholder value, as reflected by the price of our common stock.In determining the composition of these equity awards, the Compensation Committee decided to offer some new hires a choice of 100% performance-based or an equal split of time-based and performance-based equity awards, which helped to maximize the executive’s perceived value of the executive’s inducement award opportunity.The size of the equity awards granted to our named executive officers in connection with their hire is determined through arm’s-length negotiation, taking into consideration factors such as the named executive officer’s role and responsibilities, the named executive officer’s compensation provided by the prior employer and new target cash compensation, the equity award’s potential retention and incentive value, market data on the size of new-hire awards provided by similar companies to similarly situated employees, and prevailing market conditions.The long-term equity awards granted to our named executive officers in fiscal 2019 (which does not include Mr. Solomita’s RSU award that the Board approved in June 2018)2022 are described in the immediately following paragraphs and set forth in the sections entitled “Summary Compensation Table” and “Grants of Plan-Based Awards for Fiscal 2019”2022” below. Mr. Solomita’s RSU award has not yet become effective (as described below) and therefore is not listed in the sections entitled “Summary Compensation Table” and “Grants of Plan-Based Awards for Fiscal 2019” below.Daniel SolomitaMr. Solomita’s amended and restated employment agreement made no change to the equity incentive arrangement described in his prior employment agreement, which provided for an award of 4,000,000 RSUs that had not yet been granted. In June 2018, the Board approved the grant of these RSUs which became effective and contingent uponwith the approval by the Company’s stockholders at the Company’s 2019 annual meeting of an increase in the number of shares available for issuance under the Company’s 2017 Equity Incentive Plan. In April 2020, the Board clarified and updated the milestones consistent with the shift in our business from the production of terephthalate (“PTA”) to the production of dimethyl terephthalate (“DMT”), another proven monomer of PET plastic that is far simpler to purify. One-quarter of the RSUs vest upon the achievement of each of following four performance milestones, which were set at the time the prior employment agreement was executed:milestones: (i) the Company’s securities are listed on an exchange or the OTCQX tier of the OTC Markets Group platform; (ii) the Company executes a contract for a minimum quantity of 25,000 metric tons of purified terephthalic acidDMT and Monoethylene Glycol (“PTA”)/ethylene glycol (“EG”MEG”) or PET; (iii) the Company’s first full-scale production facility is in commercial operation; and (iv) the20Company’s second full-scale production facility is in commercial operation. The first performance milestone has already been achieved. For these purposes, “commercial operation” means the full-scale production facility produces 10 metric tons per hour of PTADMT and EGMEG combined, for a term of not less than 6 months. Once vested in accordance with the milestones, one-fifth of the RSUs will be settled annually, generally commencing on the first settlement date following the date of vesting.30Table of ContentsNelson GentilettiDrew HickeyMr. Gentiletti’sHickey’s new hire employment agreement providesprovided for (i) a new hire equity award of RSUs with an intended value of $2,000,000 and (ii) aCAD. In fiscal 2019 long-term incentive compensation opportunity in the form of time-based RSUs with an intended value equal to 35% of his base salary and performance-based RSUs with an intended value equal to 17.5% of his base salary at threshold performance, 35% of his base salary at target performance, or 70% of his base salary at maximum performance, in each case prorated based on the number of days he was employed during fiscal 2019. For grants based on a percentage of his base salary, the number of long-term incentive RSUs was to be determined by converting the intended dollar value of the RSUs to U.S. dollars using the currency exchange rate on the date2022, the Board approved the RSUs and then dividing the converted value by the Company’s closing stock price on such date.In fiscal 2019, the Board approved the followingan equity award grantsgrant to Mr. Gentiletti: (i) in January 2019, 257,400Hickey of 148,185 new hire RSUs (ii) in January 2019, 2,855 time-based long-term incentive RSUs, and (iii) in February 2019, performance-based long-term incentive RSUs that become eligible to vest based on achievement of the performance goals described below (up to a maximum of 5,294 RSUs). These equity awards are scheduled to vest as follows, subject to continued service through each vesting date: (i) the new hire RSUs will cliffwhich vest on February 28, 2024, (ii) the time-based long-term incentive RSUs will vest in 1/3rd increments on the first three anniversariesanniversary of the grant date and (iii) any of the performance-based long-term incentive RSUs that become eligible to vest will vest in 1/3rd incrementsbased on the firstfollowing schedule: 20% after three anniversaries of March 1 following the fiscal year in which the applicable performance goals were achieved.In February 2019, the Board approved the performance goalsyears, 20% after four years and 60% after five years. Mr. Hickey’s employment agreement does not provide for any long-term equity awards on an annual basis.Stephen ChampagneMr. Gentiletti’s fiscal 2019 performance-based long-term incentive RSUs listed in the table below. For any scalable performance goal, if actual achievement falls between the specified minimum, target and maximum levels, the number of performance-based long-term incentive RSUs that will become eligible to vest with respect to the performance goal will be determined by straight-line interpolation. For any performance goal that is not scalable, the threshold and target levels must be achieved for the maximum number of RSUs to become eligible to vest with respect to the performance goal. In either case, if the threshold level for a particular performance goal is not achieved, no performance-based RSUs will become eligible to vest with respect to the goal.Based on the actual level of achievement of these performance goals (as indicated in the table below), the number of such RSUs that became eligible to vest was 3,971, which was 150% of target.WeightingGoalThreshold/Target/Maximum Level25%Operational and technology-related goalsThreshold: Complete construction of pilot plantTarget: Manufacturing milestone for the purity of the DMT and MEG monomersMaximum: Demonstrate the capacity for continuous operations of the pilot plant15%Strategic goalsThreshold: Enter into a letter of intent for a minimum quantity of projected output from first facilityTarget: Sign letters of intent for a majority of the projected out from the first facilityMaximum: Strategy development of Company’s branded PET resin25%Strategic goals for a joint ventureThreshold: Identify a manufacturing partnerTarget: Complete basic engineering for the Company’s recycling processMaximum: Initiate detailed engineering5%Developmental goals for greenfield facilitiesThreshold: Develop the Company’s recycling processTarget: Develop a framework for commercializationMaximum: Begin process design plan25%Financing milestonesThreshold, target and maximum relate to progress towards financing milestones5%Leadership and HR-related goalsThreshold: Hiring of a certain executiveTarget: Further strengthen the innovation and technology teamMaximum: Optimization of HR-goals to support growth objectivesOverall achievement: 150% of target of 52.5% of base salary.Number of RSUs eligible to vest: 3,971 RSUs31Table of ContentsNelson SwitzerMr. Switzer’sChampagne’s new hire employment agreement provides for (i) a new hire equity award of RSUs with an intended value of $243,000 and (ii) a fiscal 2019 long-term incentive compensation opportunity in the form of a time-based option with an intended value equal to 35% of his base salary and a performance-based option with an intended value equal to 17.5% of his base salary at threshold performance, 35% of his base salary at target performance, or 70% of his base salary at maximum performance, in each case prorated based on the number of days he was employed during fiscal 2019.2019, based on2021, the intended values described above, the Compensation Committee recommended the grants of the followingBoard approved an equity awardsaward grant to Mr. Switzer: (i) 21,130Champagne of 51,963 new hire RSUs (ii) a time‑based option to purchase 13,209 shares, and (iii) a performance-based option to purchase up to 26,693 shares. Following such recommendations by the Compensation Committee, the Board approved the new hire RSUs in May 2018, the time‑based option in July 2018, and the performance-based option in January 2019.Thesewhich vest entirely on March 9, 2023. Mr. Champagne’s employment agreement does not provide for any long-term equity awards are scheduled to vest as follows, subject to continued service through each vesting date: (i) the new hire RSUs will vest in 1/3rd increments on the first three anniversaries of the grant date, (ii) the time-based long-term incentive option will vest in 1/3rd increments on the first three anniversaries of the grant date, and (iii) any of portion of the performance-based long-term incentive option that becomes eligible to vest (based on achievement of the performance goals described in the table below) will vest in 1/3rd increments on the first three anniversaries of March 1 following the fiscal year in which the applicable performance goals were achieved.In February 2019, the Board approved the performance goals foran annual basis. Mr. Switzer’s fiscal 2019 performance-based long-term incentive options listed in the table below. For any scalable performance goals, if actual achievement falls between the specified levels of achievement, the number of performance-based long-term incentive options that will become eligible to vest will be determined by straight-line interpolation. For specific achievements that do not scale within a goal, the threshold and target achievements must be satisfied to be eligible to earn the maximum performance award. If threshold is not achieved, no performance award is earned by the executive for the particular goal.Based on the actual level of achievement of these performance goals (as indicated in the table below), the number of such options that became eligible to vest was 16,683, which was 125% of target.WeightingGoalThreshold/Target/Maximum Level50%Developmental goalsThreshold, target and maximum relate to progress towards customer objectives for greenfield operation50%Operational goalsThreshold, target and maximum relate to progress towards supply chain objectivesOverall achievement: 125% of target or 43.75% of base salary.Number of options eligible to vest: 16,683 options32Table of ContentsFrank Zitella and Antonella Penta Mr. Zitella and Ms. PentaChampagne did not receive any long-term equity awards priorfor the fiscal year ended February 28, 2022.Yves PerronMr. Perron’s new hire employment agreement provides for a new hire equity award of RSUs with an intended value of $250,000. In fiscal 2021, the Board approved an equity award grant to their resignations.Change in Control and Severance BenefitsWe have entered into employment agreements with our named executive officers that provide for certain payments and benefits upon the termination of their employment under certain circumstances. We believe that these employment agreements provide retention value by encouraging our named executive officers to continue service with us and increase stockholder value by reducing any potential distractions caused by the possibility of an involuntary termination or a potential change in control, allowing our named executive officers to focus on their duties and responsibilities. For a summary of the material terms and conditions of these employment arrangements, see the section below entitled “Potential Payments upon Termination or Change in Control.”Other Compensation and BenefitsWe provide employee benefits to all eligible employees, including our named executive officers. As discussed above, these benefits include medical, dental and vision insurance, life and disability insurance, and other plans and programs.Stock Trading Practices; Hedging and Pledging PolicyWe maintain an Insider Trading Policy that, among other things, prohibits our employees, including our named executive officers, from trading during quarterly and special blackout periods. In addition, we prohibit short sales, hedging and similar transactions designed to decrease the risks associated with holding our securities, as well as pledging the company’s securities as collateral for loans and transactions involving derivative securities relating to our common stock. The Insider Trading Policy also does not allow for the Company’s securities to be held in margin accounts by named executive officers. Pledging of Company securities may be permitted in certain circumstances contingent upon obtaining preclearance from the Compliance Officer.21Our Insider Trading Policy requires that all directors and officers, including our named executive officers, pre-clear with our legal department any proposed open market transactions. Further, we have adopted Rule 10b5-1 trading plan guidelines that permit our directors and employees, including our named executive officers, to adopt Rule 10b5-1 trading plans. Under these guidelines, Rule 10b5-1 trading plans may only be adopted or modified during an open trading window under our Insider Trading Policy and only when such individual does not otherwise possess material nonpublic information about the company. These guidelines also provide for a cooling-off period before the first trade may occur under a Rule 10b5-1 trading plan.33Table of ContentsExecutive Pay Program Risk AssessmentThe Compensation Committee and management discuss and evaluate our compensation program and policies for our employees (including our named executive officers) to determine whether they encourage excessive risk-taking and to assess policies and practices that could mitigate such risks. In addition, the Compensation Committee has engaged Pay Governance to independently review our executive compensation program. Based on these reviews, the Compensation Committee designs our executive compensation program to encourage our named executive officers to focus on our short-term and long-term success, and for the following reasons, the Compensation Committee believes that any risks arising from compensation program and policies are not reasonably likely to have a material adverse effect on the Company:·Company’s pay-performance philosophy·Use of a mix of cash and equity-based awards·Generally conservative annual cash compensation with an emphasis on performance-based equity awards that does not fully vest for several years·Inclusion of relevant milestones or other metrics (recognizing our emerging status currently makes it challenging to set multi-year performance goals)·Structure of the Chief Executive Officer’s RSU award which necessitates achieving critical milestones on our road to product commercialization·Significant outright equity ownership by our Chief Executive OfficerCompany’s pay-for-performance philosophyUse of a mix of cash and equity-based awardsImportance equity awards that do not fully vest for several yearsInclusion of relevant milestones or other metrics (recognizing our emerging status currently makes it challenging to set multi-year performance goals)Structure of the Chief Executive Officer’s RSU award which necessitates achieving critical milestones on our road to product commercializationSignificant outright equity ownership by our Chief Executive OfficerTax and Accounting ConsiderationsDeductibility of Executive CompensationSection 162(m) of the Internal Revenue Code, or Section 162(m), generally limits the amount we may deduct from our federal income taxes for compensation paid to our chief executive officer and certain othernamed executive officers to $1 million per executive officer per year, subject to certain exceptions. Neither theThe Compensation Committee nor its authorized committee has not adopted a policy that all equity or other compensation must be deductible.Taxation of “Parachute Payments” and Deferred CompensationIf certain service providers receive payments or benefits in connection with a change in control that exceeds certain prescribed limits, they may be subject to an excise tax under Section 4999 of the Internal Revenue Code, and we may lose the ability to deduct the amounts subject to this excise tax under Section 280G of the Internal Revenue Code. Section 409A of the Internal Revenue Code, or Section 409A, imposes significant additional taxes on service providers that receive “deferred compensation” that does not meet the requirements of Section 409A. In fiscal 2019,2022, we did not provide (and did not have any agreements or obligations to provide) any of our named executive officers with a “gross-up” payment or other reimbursement for any excise tax liability that he or she might owe under Section 4999 or for any additional tax that he or she might owe under Section 409A.34Table of ContentsAccounting ConsiderationsWe follow the authoritative accounting guidance under ASC Topic 718 for our share-based awards. ASC Topic 718 requires companies to measure the compensation expense for all share-based equity awards made to employees (including named executive officers) and directors based on the grant date “fair value” of these awards. ASC Topic 718 also requires companies to recognize the compensation cost of share-based awards in their income statements over the periods that the employees or directors are required to render service in order to vest in the awards.22The grant date “fair value” of the awards granted to our named executive officers have been calculated for accounting purposes and reported in the tables above,below, even though our named executive officers may never realize any value from those awards.Compensation Committee ReportThe Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.The Compensation CommitteeLeslie Murphy (Chair)Shaun HigginsJay StubinaThe information contained in thethis Compensation Committee Report shall not be deemed to be soliciting material or to be filed with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates it by reference in such filing.The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement. The Compensation Committee35 Andrew Lapham (Chair) Louise SamsTable of Contents Jay Stubina23COMPENSATION TABLESThe following table presents summary information regarding the compensation reportable for our named executive officers for fiscal 2019 and prior years where applicable,2022, as determined under SEC rules.457,692 - - - 343,269 12,000 812,961 189,540 - - - - 13,000 202,540 66,089 - 2,056,727 - 19,827 - 2,142,643 - - - - - - - 241,644 - 357,315 213,459 - - 812,418 - - - - - - - 166,514 - - - - - 166,514 68,040 - - 2,700,376 - - 2,768,416 253,961 22,926 - - - - 276,887 92,700 - - 2,239,025 - - 2,331,725 - - - - - - - 141,744 - - 2,524,995 - 89,700 2,756,439 - - - - - - - 25,074 - - - - 13,650 38,724 _________ Name and Principal Position Year Salary($) Bonus($) StockAwards(1)($) OptionAwards(1)($) Non-EquityIncentive PlanCompensation($) All OtherCompensation($) Total($)Daniel SolomitaChief Executive Officer 2022 478,166 — — — 286,466 12,000 776,632 2021 449,418 — — — 168,277 12,000 629,695 2020 451,814 — 3,200,000 — 124,249 12,000 3,788,063Drew Hickey(2)Chief Operating and Chief Financial Officer 2022 299,400 — 1,388,495 — 89,820 28,702 1,806,417 2021 — — — — — — — 2020 — — — — — — —Stephen Champagne(3)Chief Technology Officer 2022 199,600 39,920 — — — — 239,520 2021 183,992 23,450 450,000 — — — 657,442 2020 — — — — — — —Yves Perron(4)Vice-President, Engineering and Construction 2022 233,133 37,301 — — — — 270,434 2021 29,496 5,763 250,000 — — — 285,259 2020 — — — — — — —20192022, February 28, 2021 and 2018,February 29, 2020, computed in accordance with FASB ASC Topic 718, ‘‘Stock-Based Compensation.’’On July 13, 2018, the Company and Mr. Solomita entered into an amendment and restatement of the employment agreement. The amended and restated employment agreement provides for an increase in Mr. Solomita’s base salary and eligibility to participate in an annual cash bonus subject to performance measures. Mr. Solomita’s base salary and bonus opportunity are deemed to be retroactive effective to March 1, 2018.(3)Operating and Financial Officer on JanuaryMarch 1, 2019.(4)GrowthTechnical Officer on May 10, 2018.(5)Served as Chief Financial Officer from November 8, 2017 to December 6, 2018(6)ServedBegan serving as Vice-President, General Counsel from October 9, 2017 to February 1, 2019(7)Served as Chief Financial Officer from April 3, 2017 until October 19, 2017.(8)Served as Chief Financial Officer from July 5, 2016 until March 30, 2017.2436Table of ContentsGrants of Plan-Based Awards for Fiscal 2019The following table presents, for each of our named executive officers, information concerning grants of plan-based awards made during fiscal 2019.2022. This information supplements the information about these awards set forth in the Summary Compensation Table.114,423 228,846 457,692 - - - - 16,522 33,044 - - - - - - - - 257,400 - - 2,000,000 - - - 2,855 - - 22,183 - - - 3,971 - - 34,543 - - - 21,130 - - 254,617 - - - - 13,209 11.52 105,537 - - - 11,737 - - 107,922 - - - - 16,683 8.75 102,699 37Table of Contents Grant Date Estimated Future Payouts Under Non-Equity Incentive Plan Awards All OtherStockAwards:Numberof Sharesof Stockor Units(#) All OtherOptionAwards:Number ofSecuritiesUnderlyingOptions(#) Exerciseor BasePrice ofOptionAwards($/sh) GrantDateFairValue ofStockAwards($) Threshold($) Target($) Maximum($) Daniel Solomita Short-term incentive October 12, 2021 119,541 239,083 478,166 — — — —Drew Hickey Short-term incentive October 12, 2021 89,820 149,700 299,400 — — — —Time-based RSUs March 1, 2021 — — — 148,185 — — 1,388,495Outstanding Equity Awards at Fiscal Year-EndThe following table sets forth all outstanding equity awards held by each Named Executive Officer as at February 28, 2019.2022. For purposes of valuing the outstanding awards, the amounts below are based on a per share price of $9.69$6.94 for our common stock, which was the closing market price of the common stock as reported on the Nasdaq Global Select Market on February 28, 2019,2022, the last business day of the fiscal year. Option Awards Stock Awards Number ofSecuritiesUnderlyingUnexercisedOptionsExercisable(#) Number ofSecuritiesUnderlyingUnexercisedOptionsUn-Exercisable(#) Equityincentiveplanawards:Number ofSecuritiesUnderlyingUnexercisedUnearnedOptions(#) OptionExercisePrice($) OptionExpirationdate Numberof sharesor unitsof stockthat havenotvested(#) MarketValue ofshares orunits ofstock thathave notvested($) Equityincentiveplanawards:NumberofUnearnedshares,Units orOtherRightsthat havenotvested(#) Equityincentiveplanawards:Market orpayoutvalue ofunearnedshares,Units orOtherRightsthat havenot vested($)Daniel Solomita(1) — — — — — 3,000,000 $20,820,000 — —Drew Hickey(2) — — — — — 148,185 1,028,404 — —Stephen Champagne(3) — — — — — 51,963 360,623 — —Yves Perron(4) — — — — — 28,801 199,879 — —(1) 38TableThe number of Contentsunits that have not vested represents RSUs which vest upon the occurrence of certain milestones and once vested, one-fifth of the RSUs will be settled annually.(2) In fiscal 2022, the Board approved an equity award grant to Mr. Hickey of 148,185 new hire RSUs which vest on the anniversary of the grant date based on the following schedule: 20% after three years, 20% after four years and 60% after five years (3) In fiscal 2021, the Board approved an equity award grant to Mr. Champagne of 51,963 new hire RSUs which vest entirely on March 9, 2023 (4) In fiscal 2021, the Board approved an equity award grant to Mr. Perron of 28,801 new hire RSUs which vest on the anniversary of the grant date based on the following schedule: 20% after two years, 20% after three years, 30% after four years and 30% after five years. 25Equity Compensation Plan Information in Fiscal 2019As at February 28, 2019,2022, there were 1,962,4001,570,000 shares of our common stock subject to issuance upon the exercise of outstanding stock options and 4,018,567 shares of our common stock subject to issuance upon the settlement of RSUs under all of our equity compensation plans referred to in the table below. As at February 28, 2018,2022, there were 3,223,5161,043,705 shares of our common stock available for issuance under our equity compensation plan.1,000,319 12.32 6.40 402,868 8.77 3,223,516 962,081 2.56 7.44 - - - 1,962,400 7.53 6.91 402,868 8.77 3,223,516 NumberofSecuritiesto beIssuedUponExerciseofOptions(#) WeightedAverageExercisePrice ofOutstandingOptions($) WeightedAverageRemainingTerm ofOutstandingOptions(years) Number ofSecuritiesto beIssuedUponVesting ofRestrictedStockUnits(#) WeightedAverageIssuancePrice ofRestrictedStockUnits($) Number ofSecuritiesRemainingAvailable forFuture IssuanceUnder EquityCompensationPlans (ExcludingSecuritiesReflected inColumn (a))(#)Equity compensation plans approved by shareholders 700,000 $12.00 5.54 4,018,567 $7.42 1,043,705Equity compensation not approved by shareholders 870,000 2.74 4.51 — — —Total equity compensation plans 1,570,000 $6.87 4.97 4,018,567 $7.42 1,043,705Option Exercises and Stock Vested in Fiscal 2019 Our named executives did not acquire any shares, exercise stock options or have any2022The following table provides information on vesting of RSUs vesting during fiscal 2019. Option Awards Stock Awards Number of SharesAcquired onExercise(#) Value Realized onExercise($) Number of SharesAcquired onVesting(#) Value Realized onVesting($)Daniel Solomita(1) — — 200,000 2,430,000(2)Drew Hickey — — — —Stephen Champagne — — — —Yves Perron — — — —(1) Mr. Solomita received an award of 4,000,000 RSUs which became effective upon shareholder approval of an increase in the number of shares available for grant under the Plan at the Company’s 2019 Annual Meeting. The RSUs vest upon the occurrence of certain milestones and once vested, one-fifth of the RSUs will be settled annually. The first performance milestone has already been reached and consequently, 1,000,000 RSUs have vested effective June 27, 2019, of which the first installment of 200,000 RSUs was settled on October 15, 2019, the second installment on October 15, 2020 and the third installment on October 15, 2021. (2) Based on the stock price of $12.15 which is the closing price of the Company’s common stock on the Nasdaq Stock Market at the close of business on the settlement date, being October 15, 2021. Pension Benefits and Nonqualified Deferred CompensationWe do not provide a pension plan for our employees, and none of our named executive officers participated in a nonqualified deferred compensation plan during fiscal 2019.39Table of ContentsPotential Payments upon Termination or Change in ControlMr. Daniel SolomitaOn July 13, 2018, we entered into an amended and restated employment agreement, with no term, with Daniel Solomita, our President and Chief Executive Officer, such agreement referred to as the Solomita Amended and Restated Employment Agreement.26Pursuant to the Solomita Amended and Restated Employment Agreement, Mr. Solomita will receivereceived an award of 4,000,000 RSUs, subject to the terms of our 2017 Equity Incentive Plan and a Restricted Stock Unit Agreement thereunder, with suchthereunder. Such grant became effective and contingent upon shareholder approval of an increase in the number of shares available for grant under the Plan at the Company’s 2019 Annual Meeting. The RSUs will vest upon the occurrence of certain milestones as follows:·1,000,000 RSUs will vest when the Company’s securities are listed an exchange or the OTCQX tier of the OTC Markets;1,000,000 RSUs will vest when the Company executes a contract for a minimum quantity of 25,000 M/T of DMT/MEG or PET;1,000,000 RSUs will vest when the Company’s securities are listed an exchange or the OTCQX tier of the OTCMarkets;·1,000,000 RSUs will vest when the Company executes a contract for a minimum quantity of 25,000 M/T of PTA/EG or PET;·1,000,000 RSUs will vest when the Company’s first full-scale production facility is in commercial operation; and·1,000,000 RSUs will vest when the Company’s second full-scale production facility is in commercial operation.The first performance milestone has already been achieved. full-scale production facility is in commercial operation; and1,000,000 RSUs will vest when the Company’s second full-scale production facility is in commercial operation.For these purposes, “commercial operation” means the full-scale production facility produces 10 metric tons per hour of PTADMT and EGMEG combined, for a term of not less than 6 months. Once vested in accordance with the milestones, one-fifth of the RSUs will be settled annually, generally commencing on the first settlement date following the date of vesting.The first performance milestone has been reached and consequently, 1,000,000 RSUs have vested effective June 27, 2019, of which the first installment of 200,000 RSUs was settled on October 15, 2019, the second installment of 200,000 RSUs was settled on October 15, 2020 and the third installment of 200,000 RSUs was settled on October 15, 2021.If Mr. Solomita’s employment is involuntarily terminated by the Company without Cause prior to a Change of Control or more than 24 months following a Change of Control (as such terms are defined in the Solomita Amended and Restated Employment Agreement), Mr. Solomita will receive: (i) continued payment of his base salary for a period equal to 24 months, (ii) payments by the Company for the full cost of his medical benefits provided by the Company under which he is covered as of the date of his termination of employment for up to 24 months, (iii) if he is eligible as of the date that his employment is terminated to participate in a formal cash annual incentive plan as the Company may make available to its similarly-situated employees, a lump-sum payment equal to a pro-rated portion of the incentive payment payable to him under such cash annual incentive plan based on actual performance at the end of the performance period, (iv) accelerated vesting of 50% of the then-unvested portion of his outstanding equity compensation, (v) reimbursement for up to $10,000 of expenses incurred in obtaining new employment.If Mr. Solomita’s employment is terminated by the Company without Cause or by his Resignation for Good Reason (as defined in the Solomita Amended and Restated Employment Agreement) within 24 months after a Change in Control, Mr. Solomita will receive following severance benefits: (i) a lump sum payment equal to 24 months of his base salary, (ii) payments by the Company for the full cost of his medical benefits provided by the Company under which he is covered as of the date of his termination of employment for up to 24 months, (iii) if he is eligible as of the date that his employment is terminated to participate in a formal cash annual incentive plan as the Company may make available to its similarly-situated employees, a lump-sum payment equal to a pro-rated portion of the incentive payment payable to him under such cash annual incentive plan based on actual performance as of the date his employment is terminated and as soon as reasonably practicable following such date (or if such performance is not determinable at such time, based on target performance) and a lump-sum payment equal to two times the target incentive payment payable under the applicable cash annual incentive plan, (iv) accelerated vesting of 100% of the 4,000,000 RSUs described above, (v) reimbursement for up to $20,000 of expenses incurred in obtaining new employment.40Table of ContentsThe receipt of the severance benefits described above are subject to Mr. Solomita’s timely executing and not revoking a release of claims and his continued compliance with his proprietary information and inventions agreement with the Company and the post-employment non-competition, non-solicitation, and non-disparagement covenants in the Solomita Amended and Restated Employment Agreement.The Solomita Amended and Restated Employment Agreement also provides that in the event any amounts in the agreement or otherwise payable to him constitute “parachute payments” within the meaning of Section 280G of the27Internal Revenue Code of 1986, as amended (the “Code”), and could be subject to the related excise tax, he would be entitled to receive either full payment of benefits or such lesser amount that would result in no portion of the benefits being subject to an excise tax, whichever results in the greater amount of after-tax benefits to him.For the purposes of the Solomita Employment Agreement, ‘‘Cause’’“Cause” means any grounds entitling the Board to summarily dismiss Mr. Solomita.For purposes of the Solomita Amended and Restated Employment Agreement, “Resignation for Good Reason” generally means, Mr. Solomita’s resignation as a result of, and within 30 days following, (i) a change in Mr. Solomita’s position such that he is not a corporate officer of the Company (or a successor company in the event of a Change of Control), (ii) a significant and substantial reduction in Mr. Solomita’s job, duties, or responsibilities in a manner that is substantially and materially inconsistent with the position, duties, or responsibilities held by Mr. Solomita immediately before such reduction, (iii) any reduction in Mr. Solomita’s base salary other than in connection with and consistent with a general reduction of all officer base salaries; or (iv) a relocation of Mr. Solomita’s work location to a location more than 50 kilometers away from the current location provided such change increases Mr. Solomita’s commute by 25 kilometers or 30 minutes.The Solomita Amended and Restated Employment Agreement prohibits Mr. Solomita from engaging in certain activities which compete with our business, seeking to recruit our employees or disclosing any of our trade secrets or otherwise confidential information. The foregoing description of the Solomita Amended and Restated Employment Agreement is a summary and is qualified in its entirety by the text of the Solomita Amended and Restated Employment Agreement, as amended, a copy of which is as an exhibit to our Form 8-K filed with the Securities and Exchange Commission on July 13, 2018.Mr. Nelson GentilettiOn December 18, 2018 weFebruary 23, 2021, our wholly-owned subsidiary, Loop Canada Inc., entered into an employment agreement with no term, to commence on JanuaryMarch 1, 2019,2021, with Nelson Gentiletti,Mr. Drew Hickey, our Chief Operating and Chief Financial Officer, such agreement referred to as the GentilettiHickey Employment Agreement.Pursuant to the GentilettiHickey Employment Agreement, if Mr. Gentiletti’sHickey’s employment is terminated by the Company without Serious Reason, or by Mr. Gentiletti’s Resignation for Good Reason (as such terms are defined in the Gentiletti Employment Agreement), Mr. GentilettiHickey will receive the following severance benefits, subject to his timely executing a release of claims and his continued compliance with the post-employment covenants his proprietary information and inventions agreement with the Company and his non-solicitation and non‑disparagementnon-disparagement agreement with the Company:(i) his annual short-term incentive award prorated to the date of termination based on actual performance, payable in one lump-sum within the later of 30 days of termination for time basedtime-based awards or shortly after performance is determined at the end of the next quarterly reporting period for performance awards; (ii) continueda lump-sum payment equal to eighteen (18) months of his then-current base salary for a period equal to (A) 24 months, if the termination of employment occurs before March 1, 2022, (B) 18 months, if the termination of employment occurs between March 1, 2022,salary; and February 28, 2023, or (C) 12 months, if the termination of employment occurs after February 28, 2023; (iii) any long-term incentive award vested as of the previous annual vesting date will be granted (at a value equal to the closing price of the Company’s common stock on the Nasdaq Stock Market at the close of business on the date of termination or the vesting date, as applicable) and will be paid in one lump sum within 30 days of termination for time-based long-term incentive awards or shortly after performance is determined at the end of the next quarterly reporting period for performance-based long-term incentive awards; and (iv) his new hire RSU award will be paid as if vested ratably over a period of five yearssixty (60) months from the date he commenced employment with the Company,of Board approval, with any such RSUs that are vested as of the date of termination to be paid in one lump sum within 30 days of termination.41Table of ContentsIn addition, ifIf Mr. Gentiletti’sHickey’s employment is terminated by the Company without Serious ReasonCause or by his Resignation for Good Reason within two years of a Change of Control (as defined in the SwitzerHickey Employment Agreement), all within 24 months after a Change in Control, Mr. Hickey will receive following severance benefits: i) his annual short-term incentive award prorated to the date of Mr. Switzer’s unvested options, sharestermination based on actual performance, payable in one lump-sum within the later of 30 days of termination for time-based awards or other equity shall immediately vest.For the purposes of the GentilettiHickey Employment Agreement, “Serious Reason” means a serious reason pursuant to Article 2094 of the Civil Code of Quebec and includes, without limitation, (i) Mr. Gentiletti’sHickey’s breach of a material term of the GentilettiHickey Employment Agreement; (ii) Mr. Gentiletti’sHickey’s conviction of a criminal offence involving fraud or dishonesty, or which otherwise adversely impacts the reputation of the Company; (iii) Mr. GentilettiHickey directly or indirectly making personal profit out of or in connection with a transaction or business opportunity to which the Company is involved or otherwise associated with, without making disclosure to and seeking the prior written consent of the Company; (iv) Mr. Gentiletti’sHickey’s failure to comply with any Company rules or policies of a material nature; (v) Mr. Gentiletti’sHickey’s continued failure to substantially perform his job duties; (vi) any actions or omissions on Mr. Gentiletti’sHickey’s part constituting gross misconduct or negligence in connection with the business of the Company.28For purposes of the Gentiletti Employment Agreement, ”Resignation for Good Reason” means, Mr. Gentiletti’s resignation as a result of: (i) a significant and substantial reduction in Mr. Gentiletti’s job, duties, or responsibilities in a manner that is substantially and materially inconsistent with the position, duties, or responsibilities held by Mr. Gentiletti immediately before such reduction, (ii) any reduction in Mr. Gentiletti’s base salary other than in connection with and consistent with a general reduction of all officer base salaries; or (iii) a relocation of Mr. Gentiletti’s work location to a location more than 50 kilometers away from the current location provided such change increases Mr. Gentiletti’s commute by 25 kilometers or 30 minutes. In each case, Mr. Gentiletti must give written notice to us of such event and allow us a reasonable period to cure such event.As required by the GentilettiHickey Employment Agreement, Mr. GentilettiHickey has signed and agreed to be bound by a Non-Competition, Non-Solicitation and Non-Disparagement Agreement. The foregoing description of the Gentiletti Employment Agreement is a summary and is qualified in its entirety by the text of the Gentiletti Employment Agreement, a copy of which is an exhibit to our Form 10-K filed with the Securities and Exchange Commission on May 8, 2019.Mr. Nelson SwitzerOn April 10, 2018,January 30, 2020, our wholly-owned subsidiary, Loop Canada Inc., entered into an employment agreement with no term, to commence on May 14, 2018,March 9, 2020, with Mr. Nelson Switzer,Stephen Champagne, our Chief GrowthTechnology Officer, such agreement referred to as the SwitzerChampagne Employment Agreement.Pursuant to the SwitzerChampagne Employment Agreement, if Mr. Switzer’sChampagne’s employment is terminated by the Company without Serious Reason, or by Mr. Switzer’s Resignation for Good Reason (as such terms are defined in the Switzer Employment Agreement), Mr. SwitzerChampagne will receive the following severance benefits, subject to his timely executing a release of claims and his continued compliance with the post-employment covenants his proprietary information and inventions agreement with the Company and his non-solicitation and non‑disparagementnon-disparagement agreement with the Company:(i) his annual short-term incentive award prorated to the date of termination based on actual performance, payable in one lump-sum within the later of 30 days of termination for time-based awards or shortly after performance is determined at the end of the next quarterly reporting period for performance awards; (ii) a lump-sum payment equal to four months of his then-current base salary for period of 10 months plus one month for each additional year of service, up to a maximum total of 18 months, (ii)salary; and (iii) his new hire RSU award will be paid as if vested ratably over a period of thirty-three (33) months from the date of Board approval, with any such RSUs will immediately vest,that are vested as of the date of termination to be paid in one lump sum within 30 days of termination.For the purposes of the Champagne Employment Agreement, “Serious Reason” means a serious reason pursuant to Article 2094 of the Civil Code of Quebec and includes, without limitation, (i) Mr. Champagne’s breach of a material term of the Champagne Employment Agreement; (ii) Mr. Champagne’s conviction of a criminal offence involving fraud or dishonesty, or which otherwise adversely impacts the reputation of the Company; (iii) Mr. Champagne directly or indirectly making personal profit out of or in connection with a pro‑rated amounttransaction or business opportunity to which the Company is involved or otherwise associated with, without making disclosure to and seeking the prior written consent of the Company; (iv) Mr. Champagne’s failure to comply with any award granted following achievementCompany rules or policies of performance measures priora material nature; (v) Mr. Champagne’s continued failure to substantially perform his job duties; (vi) any actions or omissions on Mr. Champagne’s part constituting gross misconduct or negligence in connection with the business of the Company.As required by the Champagne Employment Agreement, Mr. Champagne has signed and agreed to be bound by a Non-Competition, Non-Solicitation and Non-Disparagement Agreement.Mr. Yves PerronOn November 18, 2020, our wholly-owned subsidiary, Loop Canada Inc., entered into an employment agreement with no term, to commence on January 11, 2021, with Mr. Yves Perron, our Vice-President, Engineering and Construction, such agreement referred to as the Perron Employment Agreement.Pursuant to the termination date (with such prorated value to be calculated based on the fraction obtained by dividing the period of time from grant date to latest vesting date noted in the award by the period of time from grant date to applicable severance end date).42Table of ContentsIn addition,Perron Employment Agreement, if Mr. Switzer’sPerron’s employment is terminated by the Company without Serious Reason, Mr. Perron will receive the following severance benefits, subject to his timely executing a release of claims and his continued compliance with the post-employment covenants his proprietary information and inventions agreement with the Company and his non-solicitation and non-disparagement agreement with the Company:(i) his annual short-term incentive award prorated to the date of termination based on actual performance, payable in one lump-sum within the later of 30 days of termination for time-based awards or shortly after performance is determined at the end of the next quarterly reporting period for performance awards; (ii) a lump-sum payment equal to ten (10) months of his then-current base salary; and (iii) his new hire RSU award will be paid as if vested ratably over a period of sixty (60) months from the date of Board approval, with any such RSUs that are vested as of the date of termination to be paid in one lump sum within 30 days of termination.If Mr. Perron’s employment is terminated by the Company without Cause or by his Resignation for Good Reason within two years of a Change of Control (as defined in the SwitzerPerron Employment Agreement), all within 24 months after a Change in Control, Mr. Perron will receive following severance benefits: i) his annual short-term incentive award prorated to the date of Mr. Switzer’s unvested options, sharestermination based on actual performance, payable in one lump-sum within the later of 30 days of termination for time-based awards or other equity shall immediately vest.shortly after performance is determined at the end of the next quarterly reporting period for performance29awards; (ii) a lump-sum payment equal to ten (10) months of his then-current base salary; and (iii) his new hire RSU award will be fully vested and paid one lump sum within 30 days of termination.For the purposes of the SwitzerPerron Employment Agreement, “Serious Reason” means a serious reason that would constitute just cause by the common lawpursuant to Article 2094 of the ProvinceCivil Code of Ontario.For purposesQuebec and includes, without limitation, (i) Mr. Perron’s breach of a material term of the SwitzerPerron Employment Agreement, “Resignation for Good Reason” means, meansAgreement; (ii) Mr. Switzer’s resignation asPerron’s conviction of a result of: (i) a significant and substantial reduction incriminal offence involving fraud or dishonesty, or which otherwise adversely impacts the reputation of the Company; (iii) Mr. Switzer’s job, duties,Perron directly or responsibilities in a manner that is substantially and materially inconsistent with the position, duties,indirectly making personal profit out of or responsibilities held by Mr. Switzer immediately before such reduction; or (ii) any reduction in Mr. Switzer’s base salary, other than in connection with a transaction or business opportunity to which the Company is involved or otherwise associated with, without making disclosure to and consistentseeking the prior written consent of the Company; (iv) Mr. Perron’s failure to comply with any Company rules or policies of a general and minimal reductionmaterial nature; (v) Mr. Perron’s continued failure to substantially perform his job duties; (vi) any actions or omissions on Mr. Perron’s part constituting gross misconduct or negligence in connection with the business of all executive base salaries or in the annual and equity incentives set forth herein.As required by the SwitzerPerron Employment Agreement, Mr. SwitzerPerron has signed and agreed to be bound by a Non-Competition, Non-Solicitation and Non-Disparagement Agreement. The foregoing description of the Switzer Employment Agreement is a summary and is qualified in its entirety by the text of the Switzer Employment Agreement, a copy of which will be filed as an exhibit to our Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2018.Estimated Payments Upon Termination or Change in ControlThe following table provides an estimate of the payments and benefits that would be provided in the circumstances described above for each of the named executive officers, assuming the triggering event took place on February 28, 20192022 (the last business day of fiscal 2019)2022) and based on the $9.69$6.94 closing price per share of our common stock on the Nasdaq Stock Market on that date.February 28, 2022 (the last trading day of fiscal 2022). A number of factors may affect the nature and amount of any potential payments or benefits, and as a result, the payments and benefits actually paid (if any) may be different. For example, a triggering event may occur on a date other than February 28, 2019,2022, the price per share of our common stock on the date of the triggering event may be higher or lower than $9.69$6.94 or the assumptions relied upon in the estimate of potential payments and benefits below may not reflect the actual circumstances of the triggering event. Accordingly, there is no guarantee that a triggering event would produce the same or similar results as those estimated below.Name Termination Without Cause orResignation for Good Reason($) Termination Without Cause orResignation for Good Reason inConnection with a Change in Control($)Daniel Solomita Base salary 956,332 956,332Cash incentive compensation 286,466 764,632Equity incentive compensation(1)(2) 13,186,000 23,596,000Total potential payment 14,428,798 25,316,964Drew Hickey Base salary 449,100 449,100Cash incentive compensation 89,820 89,820Equity incentive compensation(2) 205,681 1,028,404Total potential payment 744,601 1,567,324Stephen Champagne Base salary 66,533 66,533Cash incentive compensation 39,920 39,920Equity incentive compensation(2) 237,451 237,451Total potential payment 343,904 343,904Yves Perron Base salary 194,277 194,277Cash incentive compensation 37,301 37,301Equity incentive compensation(2) 44,880 199,879Total potential payment 276,458 431,45743Table of Contents915,384 915,384 343,269 800,961 - - 9,300 9,300 10,000 20,000 1,277,953 1,745,645 817,709 817,709 19,827 19,827 64,658 2,560,350 902,194 3,397,886 250,000 250,000 334,163 334,163 584,163 584,163 _______ and contingent upon approval by the Company’s stockholders at the Company’s 2019 Annual Meeting of an increase in the number of shares available for issuance under the Company’s 2017 Equity Incentive Plan. This RSU award is not included in the table above because the grant was not outstanding as of February 28, 2019. If the Company’s stockholders approve Proposal Three, the grant of this RSU award to Mr. Solomita will become effective, and the vesting acceleration provisions in the Solomita Amended and Restated Employment Agreement (described above in the section above entitled “Potential Payments upon Termination or Change in Control”) will apply to the RSU award.30Company’s 2017 Equity Incentive Plan. Since the Company’s stockholders approved Proposal Three, the grant of this RSU award to Mr. Solomita became effective, and the vesting acceleration provisions in the Solomita Amended and Restated Employment Agreement (described above in the section above entitled “Potential Payments upon Termination or Change in Control”) apply to the RSU award.The amounts listed represent the value of the medical benefits described above in the section above entitled “Potential Payments upon Termination or Change in Control” using the assumptions used for financial reporting purposes under generally accepted accounting principles.(3)The amounts listed represent the value of the reimbursement for expenses incurred in obtaining new employment described above in the section above entitled “Potential Payments upon Termination or Change in Control.”(4)The amounts listed represent the value of the vesting acceleration benefits described above in the section above entitled “Potential Payments upon Termination or Change in Control” as of February 28, 2019.2022. For RSUs, the value of such vesting acceleration is computed by multiplying (i) the number of shares of our common stock subject to the RSUs that are being accelerated by (ii) the closing sales price per share of our common stock on February 28, 201926, 2021 ($9.69)6.94). For options, the value of such vesting acceleration is computed by multiplying (i) the number of shares of our common stock subject to the option that are being accelerated by (ii) the difference between the closing sales price per share of our common stock on February 28, 2019 ($9.69) and the option’s exercise price per share.44Our Board of Directors has adopted a written related party transactions policy. All transactions required to be reported pursuant to Item 404 of Regulation S-K are subject to approval by the Audit Committee of our Board of Directors. In furtherance of relevant Nasdaq rules and our commitment to corporate governance, the charter of the Audit Committee provides that the Audit Committee shall review and approve any proposed related party transactions including, transactions required to be reported pursuant to Item 404 of Regulation S-K. The Company is also required by Nasdaq Rule 5250(b)(3) to disclose all agreements and arrangements between any director or nominee for director, and any person or entity other than the Company, relating to compensation or other payment in connection with such person’s candidacy or service as a director of the Company. The Company is not aware of any such agreements.In evaluating transactions with related parties, our Audit Committee considers all of the available material facts and circumstances of a related person transaction, including: the direct and indirect interests of the related persons; in the event the related person is a director or nominee for director (or immediate family member of a director or an entity with which a director is affiliated), the impact that the transaction will have on a director’s or nominee for director’s independence; the risks, costs and benefits of the transaction to us; and whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances.Transactions and Relationships with Directors, Director Nominees, Executive Officers and Five Percent StockholdersWe believe that, except as disclosed below, thereThere have not been any transaction or series of transactions during fiscal 20192022 or 2021 to which we were or are to be a participant in which the amount involved exceeds $120,000 and in which any director, nominee for director, executive officer or holder of more than five percent of our Common Stock, or members of any such person’s immediate family, had or will have a direct or indirect material interest, other than compensation described in this section and the sections titled ‘‘Executive“Executive Compensation, Management and Other Information,’’” or ‘‘Director Compensation’’“Director Compensation” elsewhere in this proxy statement.Proxy Statement.31Mr. Daniel Solomita, our majority stockholder and Chief Executive Officer, or companies controlled by him, previously made advances to the Company. The advances were unsecured, non-interest bearing with no formal terms of repayment. As of February 28, 2017, we owed $278,472 to Daniel Solomita or companies controlled by him under advances made to the Company, and we owed Mr. Solomita $360,000 in accrued compensation, for an aggregate debt of $638,472. This was the largest aggregate amount of principal outstanding during fiscal year 2018. During the fiscal year ended February 28, 2018, we repaid to Mr. Solomita or companies controlled by him, as applicable, an aggregate amount of $638,472. We did not pay interest on any of these repayments. As of May 4, 2018, we do not owe any money to Mr. Solomita or entities controlled by him.We believe that this loan from Mr. Solomita was on terms no less favorable to us than would have been available from unrelated third parties.45RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMOn August 16, 2017, the Audit Committee approved the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the fiscal year ending February 28, 2019.firm. The selection and engagement of PwC as our independent registered public accounting firm was approved by the Board on August 16, 2017, effective as at August 16, 2017. On June 28, 2018,2021, at the 20182021 Annual Meeting of Shareholders, the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 20192022 was ratified by shareholders.A representative of PwC may be present at the 20192022 Annual Meeting to make a statement if he or she desires to do so, and such representative is expected to be available to respond to appropriate questions. The stockholders are being asked to ratify the appointment of PwC as our independent registered public accounting firm for the fiscal year ending February 29, 2020.The following table sets forth the approximate aggregate fees paid by us to our independent registered public accounting firms during the fiscal yearyears ended February 28, 20192022 and 2018.182,771 208,075 52,793 26,716 862 1,800 264,080 208,937 ___________ Fiscal 2022 Fiscal 2021Audit Fees(1) $173,037 $146,082Audit-Related Fees(2) 29,191 39,055Tax Fees(3) — —All Other Fees(4) 5,875 900Total Fees $208,103 $185,137Audit Fees. This category represents fees billed for professional services rendered by the principal accountant for the audits of the registrant’s annual financial statements and internal controls over financial reporting, review of the interim financial statements included in the registrant’s quarterly reports on Form 10-Q, and services that are normally provided by the accountant in connection with statutory audits and other SEC filings or engagements. Audit Fees paid to PwC in Fiscal years 20192022 and 20182021 amounted to $173,271$173,037 and $144,480,$146,082 respectively. Fees paid to Weinberg & Company ("Weinberg") our previous independent registered accounting firm in fiscal years 2019 and 2018 amounted to $9,500 and $63,595, respectively.Audit-Related Fees. This category represents fees billed for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of registrant’s financial statements, primarily related to accounting consultations and related to accounting, financial reporting or disclosure matters not classified as “Audit Fees.” Fees paid to PwC in Fiscal years 20192022 and 20182021 amounted to $25,293$29,191 and nil,$39,055, respectively. Fees paid to Weinberg in Fiscal years 2019 and 2018 amounted to $27,500 and nil, respectively.Tax Fees. This category represents fees billed for professional services rendered by the principal accountant for tax compliance in certain international jurisdictions, tax advice and tax planning. Fees paid to PwC in Fiscal years 2019fiscal year 2022 and 2018 amounted to $26,716 and nil, respectively. Fees paid to Weinberg in fiscal years 2019 and 20182021 amounted to nil and $862,nil, respectively.All Other Fees. This category represents the aggregate fees billed for any other products and services provided by the principal accountant.
