Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 4, 2023, Loop Industries, Inc. (the "Company") announced that Mr. Fady
Mansour has been appointed as the Company's Chief Financial Officer, effective
April 17, 2023. He will also serve as the Company's principal accounting officer
and principal financial officer.
Prior to joining the Company, Mr. Mansour, age 50, most recently served as
Senior Director at the Caisse de dépôt et placement du Québec ("CDPQ"), where he
utilized his financial and operational skills to grow the infrastructure
portfolio through acquisitions, as well as to guide key portfolio companies
through his active management and representation on their respective boards.
Prior to his role at CDPQ, Mr. Mansour spent over 20 years at the Canadian
National Railway Company, where he served in several senior management roles
focused on corporate strategy and innovation, business development, and
financial planning and reporting. Mr. Mansour is a CPA and holds a Graduate
Diploma in Accounting from Concordia University.
In connection with his appointment as Chief Financial Officer, the Company and
Mr. Mansour entered into an Employment Agreement, dated March 22, 2023 (the
"Mansour Employment Agreement"). Under the Mansour Employment Agreement, Mr.
Mansour will receive, without limitation, the following compensation and
benefits:
· an annual base salary of CA$360,000;
· a one-time signing bonus of CA$75,000;
· an annual cash incentive award with a target bonus opportunity for the
Company's fiscal year ending February 29, 2024 equal to up to 75% of base
salary;
· a one-time grant of 470,000 time vesting restricted stock units ("RSUs")
under the Company's 2017 Equity Incentive Plan, which vest over five
years, with 17.5% vesting on each one-year anniversary of the date of
Board approval of the grant, and 30% vesting on the fifth anniversary,
subject to continuing employment; and
· employee benefits and perquisites provided to other similar situated
employees of the Company pursuant to the Company's compensation and
benefit plans and arrangements, which may be amended from time to time.
The Mansour Employment Agreement may be voluntarily terminated by Mr. Mansour
upon 30 days' advance written notice to the Company. The Company may terminate
the Mansour Employment Agreement at any time without advance notice for Serious
Reason (as defined in the Mansour Employment Agreement). In the event that Mr.
Mansour's employment is terminated by the Company without Serious Reason (as
defined in the Mansour Employment Agreement), Mr. Mansour will be eligible to
receive certain severance payments and benefits subject to his executing a
release of claims in favor of the Company and complying with certain
post-employment covenants. Such severance payments and benefits will consist of
(i) ten months salary, and (ii) Mr. Mansour's initial RSU award will be paid as
if vested ratably over a period of 60 months from the date of Board approval,
with any RSUs vested as of the date of termination paid in one lump sum.
There are no family relationships between Mr. Mansour and any director or
executive officer of the Company, and there are no transactions between Mr.
Mansour and the Company that would be required to be reported under Item 404(a)
of Regulation S-K.
The foregoing description of the Mansour Employment Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text of
the Mansour Employment Agreement, which will be filed as an exhibit to a future
periodic or current report of the Company.
Item 7.01. Regulation FD Disclosure.
On April 4, 2023, the Company issued a press release announcing the appointment
of Mr. Mansour as the Company's Chief Financial Officer. A copy of the press
release is being furnished as Exhibit 99.1 and is incorporated herein by
reference.
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The information in this Item 7.01 of this Current Report on Form 8-K is being
furnished and shall not be deemed "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934 (the "Exchange Act"), and shall not be
incorporated or deemed to be incorporated by reference into any filing by the
Company under the Securities Act of 1933 (the "Securities Act"), or the Exchange
Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Press Release, dated April 4, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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