1. |
to receive the consolidated financial statements of the Corporation for the fiscal year ended January 31, 2021, together with the auditors' report thereon;
|
2. |
to elect directors;
|
3. |
to re-appoint auditors;
|
4. |
to consider and, if deemed advisable, approve the advisory resolution to accept the approach to executive compensation disclosed herein; and
|
5. |
to transact such further and other business as may properly come before the Meeting or any adjournment thereof.
|
SOLICITATION OF PROXIES
|
1
|
APPOINTMENT OF PROXIES
|
2
|
ATTEndING THE MEETING
|
3
|
Registered Shareholders
|
3
|
Non-Registered Shareholders
|
3
|
Attending as a Guest
|
3
|
PARTICIPATING AT THE MEETING
|
4
|
Registered Shareholders
|
4
|
Non-Registered Shareholders
|
4
|
REvocation of proxies
|
5
|
VOTING OF PROXIES
|
5
|
VOTING OF SHARES
|
5
|
PRINCIPAL HOLDERS OF VOTING SHARES
|
6
|
CURRENCY
|
6
|
MATTERS TO BE ACTED UPON AT THE MEETING
|
6
|
1. Presentation of Financial Statements
|
6
|
2. Election of Directors
|
6
|
3. Appointment of Auditors
|
18
|
4. Advisory Vote on Executive Compensation (Say-On-Pay Vote)
|
19
|
5. Other Matters
|
20
|
STATEMENT OF CORPORATE GOVERNANCE PRACTICES
|
20
|
Mandate of the Board of Directors
|
21
|
Risk Oversight
|
21
|
Role of Board in Corporate Strategy
|
22
|
Committee Charters and Position Descriptions
|
23
|
Audit Committee
|
24
|
Compensation Committee
|
25
|
Corporate Governance Committee
|
26
|
Nominating Committee
|
26
|
Board of Directors, Committee and Individual Director Assessments
|
27
|
Policy on Diversity
|
27
|
Ethical Business Conduct
|
29
|
Succession Planning
|
29
|
Shareholder Engagement
|
30
|
Environmental and Social Governance
|
31
|
STATEMENT OF COMPENSATION GOVERNANCE
|
32
|
Compensation Committee
|
32
|
Compensation Committee Report
|
34
|
Compensation Discussion and Analysis
|
34
|
Executive Compensation
|
35
|
Compensation Oversight Process
|
48
|
Incentive Compensation Clawback Policy
|
50
|
Management Equity Ownership Policy
|
51
|
Summary Compensation Table
|
58
|
Outstanding NEO Option-based Awards and Share-based Awards
|
60
|
NEO Incentive Plan Awards - Value Vested or Earned During Fiscal 2021
|
61
|
NEO Option Exercises During Fiscal 2021
|
61
|
NEO Termination and Change of Control Benefits
|
63
|
Quantitative Estimates of Payments to NEOs upon Termination or Change of Control
|
65
|
Director Compensation
|
65
|
Director Equity Ownership Policy
|
68
|
SECURITY-BASED COMPENSATION PLANS
|
68
|
Common Shares Authorized for Issuance Under Equity Compensation Plans
|
68
|
1998 Stock Option Plan
|
69
|
PRSU Plan
|
72
|
Directors' DSU Plan
|
76
|
Cash-settled RSU Plan
|
76
|
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS
|
76
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
|
76
|
GENERAL
|
77
|
SHAREHOLDER PROPOSALS
|
77
|
APPROVAL by the board of Directors
|
77
|
SCHEDULE 'A' - MANDATE FOR THE BOARD OF DIRECTORS
|
A-1
|
SCHEDULE 'B' - RECONCILIATION OF NON-GAAP FINANCIAL MEAUSURES
|
B-1
|
o |
Registered shareholders - The 15-digit control number located on the form of proxy or in the email notification you received is the Username and the Password is 'descartes2021'.
|
o |
Duly appointed proxyholders - Computershare will provide the proxyholder with a Username after the proxy cut-off has passed. The Password to the meeting is 'descartes2021'.
|
100 University Avenue
Name
|
Number of Common Shares |
Percentage of Class |
T. Rowe Price Associates, Inc.(1) |
11,553,199
|
13.6%
|
1. |
Presentation of Financial Statements
|
2. |
Election of Directors
|
Nominee
|
Director Since
|
Equity Holdings
| |
Deepak Chopra, B. Comm (Hons),FCPA, FCGA
Toronto, Ontario
Age - 57
2020 AGM Votes in Favour: 99.86%
|
2020
|
DSUs
|
3,088
|
Nominee
|
Director Since
|
Equity Holdings
| |
Deborah Close, B.A., ICD.D
Calgary, Alberta, Canada
Age - 67
Chair - Compensation Committee
Member - Audit Committee
2020 AGM Votes in Favour: 99.89%
|
2015
|
DSUs
|
32,305
|
Nominee
|
Director Since
|
Equity Holdings
| |
Eric A. Demirian, BBM, C.P.A, C.G.A, C.A.
Toronto, Ontario, Canada
Age - 62
Chair of the Board
Member - Audit Committee
Member - Governance Committee
2020 AGM Votes in Favour: 97.72%
|
2011
|
Common Shares
DSUs
|
10,000
58,455
|
Nominee
|
Director Since
|
Equity Holdings
| |
Dennis Maple, B.Sc.
Malvern, Pennsylvania, U.S.A.
Age - 61
Chair - Nominating Committee
Member - Compensation Committee
2020 AGM Votes in Favour: 99.86%
|
2017
|
DSUs
|
18,729
|
Nominee
|
Director Since
|
Equity Holdings
| |
Chris Muntwyler
Baech, Switzerland
Age - 68
2020 AGM Votes in Favour: 99.89%
|
2020
|
DSUs
|
3,088
|
Nominee
|
Director Since
|
Equity Holdings
| |
Jane O'Hagan, B.A. (Hons.), ICD.D
Calgary, Alberta, Canada
Age - 57
Chair - Governance Committee
Member - Compensation Committee
Member - Nominating Committee
2020 AGM Votes in Favour: 99.89%
|
2014
|
DSUs
|
48,540
|
Nominee
|
Director Since
|
Equity Holdings
| |
Edward J. Ryan, B.A.
Fort Washington, Pennsylvania, U.S.A.
Age - 52
Chief Executive Officer
2020 AGM Votes in Favour: 99.89%
|
2014
|
RSUs
PSUs
|
245,572
428,195
|
Nominee
|
Director Since
|
Equity Holdings
| |
John J. Walker, B.Sc.,C.P.A., C.G.M.A
Wyckoff, New Jersey, U.S.A.
Age - 68
Chair - Audit Committee
Member - Nominating Committee
Member - Governance Committee
2020 AGM Votes in Favour: 99.88%
|
2011
|
Common Shares
DSUs
|
4,500
63,602
|
Senior Executive Leadership
|
Other Public Company Board Experience
|
Risk and Compliance Management
|
Financing
|
Financial Expert (for Audit Committee Purposes)
|
Strategic Planning
|
M&A
|
Human Resources / Compensation
|
Corporate Governance
|
International Business Operations and Sales and Marketing
|
Technology / IT Industry
|
Transportation and Logistics Industry
| |
Deepak Chopra
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
| |
Deborah Close
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
| ||||||
Eric A. Demirian
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
| |
Dennis Maple
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
| ||||
Chris Muntwyler
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
| ||
Jane O'Hagan
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
| |||
John J. Walker
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
✔
|
Director |
Public Company Board Membership |
Deepak Chopra
|
Celestica (TSX:CLS)
The North West Company (TSX:NWC)
|
Eric A. Demirian
|
Enghouse Systems Ltd. (TSX:ENGH)
Imax Corporation (NYSE:IMAX)
|
Chris Muntwyler
|
Austrian Post (Vienna:POST)
|
Jane O'Hagan
|
USD Partners LP (NYSE:USDP)
|
Year ended January 31, 2021
|
February 1, 2020 - April 23, 2021
|
Total
| |
Board
|
13
|
2
|
15
|
Audit Committee
|
7
|
1
|
8
|
Compensation Committee
|
7
|
2
|
9
|
Corporate Governance Committee
|
5
|
1
|
6
|
Nominating Committee
|
4
|
1
|
5
|
Director
|
Board Meetings Attended
|
Audit Committee Meetings Attended
|
Compensation Committee Meetings Attended
|
Corporate Governance Committee Meetings Attended
|
Nominating Committee Meetings Attended
|
Deepak Chopra1 |
11 of 11
| ||||
Deborah Close
|
15 of 15
|
8 of 8
|
9 of 9
| ||
Eric A. Demirian
|
15 of 15
|
8 of 8
|
6 of 6
| ||
Dennis Maple
|
15 of 15
|
9 of 9
|
5 of 5
| ||
Chris Muntwyler2 |
11 of 11
| ||||
Jane O'Hagan
|
15 of 15
|
9 of 9
|
6 of 6
|
5 of 5
| |
Edward J. Ryan
|
15 of 15
| ||||
John J. Walker
|
15 of 15
|
8 of 8
|
6 of 6
|
5 of 5
|
1. |
Has a process of rigorous annual director peer evaluations that allow the Chair of the Board (or in the case of the evaluation of the Chair of the Board, the Chair of the Corporate Governance Committee) to have a clear understanding of relative director contribution, skillset and expertise, so that an appropriate level of director turnover can be achieved by having one or more directors not stand for re-election at appropriate times;
|
2. |
Maintains a director skill set and experience matrix to ensure that, in choosing director candidates, it is focused appropriately on skills and experience critical to the Board's responsibilities, including assessing and providing input on the Corporation's strategic and operating activities; and
|
3. |
Provides clear disclosure in the Corporation's management information circular of director tenure and age and an explanation of how the Corporation's approach ensures diversity of skills, experience, background and gender and an appropriate level of turnover.
|
Date
|
Topic
|
Description
|
Director Attendance
|
March 4, 2020
|
Cybersecurity Trends
|
The Board received a presentation from the Corporation's external cyber-security consultants on the topic of recent cyber-security trends and incidents, including a detailed review of a typical 'business email compromise' attack.
|
Deepak Chopra (observer)
Deborah Close
Eric Demirian
Dennis Maple
Chris Muntwyler (observer)
Jane O'Hagan
Ed Ryan
John Walker
|
May 27, 2020
|
Overview of US Securities Laws relevant to the Corporation
|
The Board received a presentation from the Corporation's external counsel on the topics of U.S. securities laws considerations relevant to the Corporation and an overview of the MJDS filing system as applicable to the Corporation. The presentation also included a discussion of some of the recent trends in the US related to public company disclosures in respect of the impact of the Pandemic.
|
Deepak Chopra (observer)
Deborah Close
Eric Demirian
Dennis Maple
Chris Muntwyler (observer)
Jane O'Hagan
Ed Ryan
John Walker
|
Sept 9, 2020
|
Corporate Strategy Review
|
The Board engaged in a dedicated strategy review session to discuss the current positioning of the
|
Deepak Chopra
Deborah Close
Eric Demirian
|
Corporation and various strategic opportunities available to it in both the short-term and longer-term.
|
Dennis Maple
Chris Muntwyler
Jane O'Hagan
Ed Ryan
John Walker
| ||
Dec 1, 2020
|
Review of Brexit Status and Potential Impacts to the Corporation
|
The Board received a presentation from the Corporation's EVP Product Management and a key leader in the organization's UK customs filing program on the current status of Brexit, the status of the various 'deal' and 'no deal' scenarios and how each is likely to impact the Corporation and its market opportunities.
|
Deepak Chopra
Deborah Close
Eric Demirian
Dennis Maple
Chris Muntwyler
Jane O'Hagan
Ed Ryan
John Walker
|
Director
|
Continuing Education
|
Deepak Chopra
|
Attended various ongoing education courses and presentations provided by outside consulting firms as part of board education sessions at public company boards in the areas of diversity & inclusion, director independence, corporate governance, Environmental, social and governance ('ESG') matters, accounting and auditing standards, cyber security, executive compensation and on the role of board in a crisis such as pandemic management. Self-study through business and director journals on emerging trends for boards and directors.
|
Deborah Close
|
Completed 8 hours of training through the ICD (Institute of Corporate Directors) pertaining to Human Resources and Compensation Committee effectiveness. In addition, attended numerous seminars conducted by the ICD, National Association of Corporate Directors and PwC on topics related to the COVID-19 pandemic, covering such topics as the board's role in supporting employee mental health, implications for Audit Committees, and implications for executive and director compensation. Additional studies included topics related to the importance of ESG considerations for corporate governance.
|
Eric A. Demirian
|
Attended various ongoing continuing education courses provided by outside accounting and consulting firms, including as participant at Audit Committees and Boards of other public companies, in the areas of corporate governance, accounting and financial reporting, cyber security, human resources and legal matters. In addition, undertook self-study of accounting, and corporate governance topics by reading trade journals and other publications.
|
Dennis Maple
|
In his current role as Chairman and CEO Goddard Systems Inc., Mr. Maple routinely designs and leads ongoing operational reviews, assigns and directs presentations from both internal personnel and external consultants. He also assigns, selects and directs advisors in the areas of leadership and team development, succession planning, managing and developing high performers, integration of performance management plans, and he is leading the corporation's evaluation of compensation programs. Additionally, in his current role, Mr. Maple is leading a major corporate IT platform transformation. Mr. Maple is also leading the development of the strategy for a new supply chain
|
management initiative, development of a new corporate franchise development strategy, corporate growth strategy, and the revamping of several major functions including, marketing, communications, HR, and legal / risk. Finally, Mr. Maple is engaged in self-study in a number of areas related to management and corporate governance, including in the areas of 'tone from the top' and corporate ethics.
| |
Chris Muntwyler
|
In his role as CEO of the consulting company Conlogic AG, leads and consults in the areas of process and strategy redesigns in transportation and supply chain management and information technology. As a current board member at Austrian Post and former board member at National Express Group PLC (through December 2020), attended regular further education programs in cyber security, ESG development, corporate governance and risk management. Completed an online anti-corruption course and attended various online seminars offered by various law firms and corporate governance advisors including topics on recent developments in corporate governance and the importance of ESG considerations.
|
Jane O'Hagan
|
Engaged in webinars and self-study in the areas of corporate governance, specifically related to pandemic response and business continuity planning. Completed in-depth studies into best practices for public-company organizational governance and lessons learned during the Pandemic, including insurance and enterprise risk management. Researched and studied new developments in enhancing cyber-security and virtual business and governance operations for public companies. Attended webinars on supply chain resiliency, trends in the future of supply chains and e-commerce. Completed continuing education in ESG to better understand the evolution of strategy for sustainable investment, ESG framework development, standards, metrics and measurement. Undertook self-study and completed benchmarking analysis to understand strategies to enhance diversity, inclusion and talent management. Completed benchmarking analysis for board related peer reviews and board effectiveness best practices. Completed on-line continuing education on the role of proxy advisors and approaches to compensation design and incentive planning during pandemic disruptions. Completed on-line courses in finance and accounting including technical updates for audit committees and seminars in the field of innovation and artificial intelligence.
|
John J. Walker
|
Completed 48 hours of continuing professional education credits conducted by PWC, Deloitte, EY, KPMG, and the National Association of Corporate Directors in the following areas of study: accounting & financial reporting; revenue recognition; lease accounting; credit loss standards; corporate governance & risk; tax; treasury & cash management; accounting for income taxes; internal controls; cyber security; internal audit; information technology; banking & finance; human resources; diversity; Brexit; global trade; data privacy requirements; compensation matters; BEPS; IFRS financial reporting standards; human capital management; pandemic response and crisis management; and board best practices. In addition, undertook self-study in enterprise-wide risk management and cyber security risk management, fraud risk, the revenue recognition, leases, and credit loss standards, audit committee best practices and hot topics, crisis management, succession planning and talent development and internal audit best practices.
|
3. |
Appointment of Auditors
|
Fiscal Year Ended
|
Audit Fees
|
Audit-Related Fees
|
Tax Fees
|
All Other Fees
|
Total
|
January 31, 2021
|
$651,748
|
$2,430
|
Nil
|
Nil
|
$654,178
|
January 31, 2020
|
$769,782
|
$2,430
|
Nil
|
Nil
|
$772,212
|
5. |
Other Matters
|
Director
|
Audit
|
Compensation
|
Corporate Governance
|
Nominating
|
Deborah Close
|
Member
|
Chair
| ||
Eric A. Demirian
|
Member
|
Member
| ||
Dennis Maple
|
Member
|
Member
|
Chair
| |
Jane O'Hagan
|
Member
|
Chair
|
Member
| |
John J. Walker
|
Chair
|
Member
|
Member
|
Director
|
Audit
|
Compensation
|
Corporate Governance
|
Nominating
|
Deepak Chopra
|
Member
|
Member
| ||
Deborah Close
|
Chair
|
Member
| ||
Eric A. Demirian
|
Member
|
Member
| ||
Dennis Maple
|
Member
|
Chair
| ||
Chris Muntwyler
|
Member
|
Member
| ||
Jane O'Hagan
|
Member
|
Chair
| ||
John J. Walker
|
Chair
|
Member
|
• |
The Audit Committee conducted seven committee meetings during the year with all members of the committee present at each of the meetings.
|
• |
The Corporation's independent auditors - KPMG - attend each quarterly meeting of the Committee at which the financial results are reviewed to report on the results of their quarterly reviews of the interim financial statements and the annual audit of the financial statements and annual audit of internal controls over financial reporting.
|
• |
At each quarterly meeting of the Audit Committee, an in-camera meeting with the independent auditor is conducted without Management present, as well as an in-camera meeting with the head of internal audit without Management present, and an in-camera meeting with the CFO without the other members of Management present; and
|
• |
At each meeting of the Audit Committee including both the regular quarterly meetings and any of the other ad-hoc meetings held, an in-camera meeting of the members of the Audit committee and other Board members in attendance is conducted without Management present.
|
• |
Reviewed and discussed with Management and the independent auditor the audited annual consolidated financial statements prepared by Management, and the footnote disclosures and management's discussion and analysis thereon; and
|
• |
Reviewed and discussed with Management and the independent auditor the results of the audit of the internal control over financial reporting.
|
• |
Reviewed the qualifications, performance and independence of the independent auditor and approved the compensation of the independent auditor;
|
• |
Approved audit and permitted non-audit services to be performed by the independent auditor;
|
• |
Delegated authority to the Chair of the Audit Committee to approve requests received during the year for audit and permitted non-audit services to be provided by the independent auditor and reviewed and ratified the decisions of the Chair at the next meeting; and
|
• |
Reviewed the overall scope and plan of the annual audit with the independent auditor and Management.
|
• |
Reviewed with Management and the independent auditor prior to publication, and recommended for approval by the Board, the interim quarterly financial statements and the annual consolidated financial statements prepared by Management and the notes and management's discussion and analysis thereon, and the earnings press release;
|
• |
Reviewed the Corporation's design plans and testing of internal controls over financial reporting in accordance with the COSO 2013 framework;
|
• |
Reviewed Management's reports on the effectiveness of internal control over financial reporting and disclosure controls and procedures; and
|
• |
Reviewed the results of the Audit Committee whistle-blower hotline program.
|
• |
Reviewed results of annual risk assessment survey;
|
• |
Received regular updates from management and external consultants on approach to cyber-security risk management and mitigation; and
|
• |
Reviewed the Corporation's commercial insurance coverage program.
|
• |
Reviewed the performance of the CFO, the head of internal audit and senior finance and tax staff; and
|
• |
Reviewed Management's annual proposed budget for the Corporation and related planning initiatives.
|
• |
Received and reviewed quarterly reports from the internal audit function reporting directly to the Chair of the Audit Committee; and
|
• |
Reviewed and approved the annual work plan for internal audit.
|
• |
Received and reviewed the documents and filings related to the Corporation's equity financing activities in the year including the filing of a new base shelf prospectus; and
|
• |
Reviewed ongoing compliance of the Corporation with its various covenants under its credit facility.
|
• |
Reviewed and recommended for Board approval the Corporation's corporate governance framework;
|
• |
Periodically reviewed the Corporation's corporate governance activities and reported to the Board on these activities at quarterly Board meetings;
|
• |
Reviewed and recommended for Board approval the statement of corporate governance practices included in this Circular;
|
• |
Reviewed the Corporation's governing documents including the Corporation's Board Mandate and each of its committee charters;
|
• |
Reviewed the Code of Conduct and recommended for Board re-approval;
|
• |
Reviewed the Corporation's disclosure policy;
|
• |
Reviewed the Corporation's director orientation program;
|
• |
Oversaw the ongoing director education program and the selection of topics for director education sessions;
|
• |
Reviewed the Corporation's directors' and officers' liability insurance program and recommended to Management that certain enhancements to the program be made;
|
• |
Conducted an assessment of the performance of the Board, the individual directors and each Board committee against their respective mandates;
|
• |
Evaluated each director against independence criteria applicable to the Corporation;
|
• |
Reviewed development of and progress towards ongoing ESG initiatives, and the Corporation's disclosure relating to those initiatives; and
|
• |
Reviewed, together with the Compensation Committee, the CEO's recommendations for Management succession and development plans.
|
• |
Considers the criteria established by the Board for the selection of new directors, which includes professional experience, personal characteristics and Board diversity, including gender diversity;
|
• |
Maintains a list of desired competencies, expertise, skills, background and personal qualities for potential candidates for the Board;
|
• |
Identifies and recommends to the Board individuals qualified and suitable to become Board members, taking into consideration any perceived gaps in the current Board or committee composition; and
|
• |
Considers the experience and expertise of the independent members of the Board with a view to identification of a suitable potential successor for the Chair of the Board role.
|
• |
Considered the overall size of the Board;
|
• |
Reviewed the composition of the Board's committees and recommended to the Board the proposed composition of the Board's committees having regard to succession planning within those committees in light of changes in Board composition; and
|
• |
Reviewed the director orientation process followed with the two most recent additions to the Board and made recommendations to the Board with respect to ongoing refinements and improvements to that process based on feedback from the new Board members.
|
(a) |
Organizational Governance. Within the area of Organizational Governance, we have adopted a number of policies and procedures to reinforce the principle that the Corporation, and its employees and directors, should at all times act in an ethical, respectful and responsible manner. These include our Code of Business Conduct, Business Partner Code of Conduct, Diversity Policy, Global Anti-Corruption Policy, Disclosure Policy, Whistle-blower Policy, Anti-Harassment Policy and a variety of other policies that set the tone for the type of workplace we intend to operate and the manner in which we expect all employees and directors to conduct themselves.
|
(b) |
Environmental Impact. The Corporation is proud of the positive environmental impacts that can be achieved through the use of many of its solutions and services. An Environmental Impact guide has been published by the Corporation at www.descartes.com/who-we-are/social-responsibility-sustainability/environmental-impact outlining many of the positive benefits in reductions in paper, reductions in fuel consumption, reductions in numbers of vehicles on the road and to generally improve efficiencies in various transportation and logistics processes.
|
(a) |
reducing paper usage by adopting paperless processes where possible;
|
(b) |
adopting electronic signing processes for documents to reduce paper copies and mail/courier usage and by default requiring two-sided printing of paper documents where a paper copy is required;
|
(c) |
adoption of several communication tools to enable remote collaboration between employees and with customers and to reduce travel where possible;
|
(d) |
reducing the number and sizes of corporate offices wherever possible to reduce heating, cooling and electrical consumption;
|
(e) |
adoption of recycling programs in those jurisdictions where it is supported; and
|
(f) |
use of water dispenser systems rather than bottled water whenever possible.
|
As directly relevant to this Information Circular, the Corporation has adopted notice-and-access to distribute the Meeting Materials, thereby reducing the number of pages of paper required for printing and a significant volume of mail weight that would otherwise need to be handled by postal delivery.
|
(c) |
Human Rights and Labour Practices. The Corporation has adopted a number of policies that are focused on respecting the rights of all employees and providing a safe and healthy working environment. These include compliance with requisite occupational health and safety requirements of the jurisdictions in which we operate. Our Code of Business Conduct and our Anti-Harassment Policy are two key components of our approach in this area. In addition, we expect each of our suppliers to respect basic human rights in their own operations and we enshrine that principle in our Business Partner Code of Conduct which defines the standards by which we expect our suppliers to conduct their own businesses.
|
The Corporation is committed to the protection of personal information and to the principle of only using such information for the purpose for which it was provided and has implemented a variety of measures to protect the security and confidentiality of the data it processes. The Corporation has also adopted a policy on director and executive officer diversity to recognize the value of diversity within members of the Board and Management. Recognizing that the Corporation's commitments to these principles are reflected in a variety of different policies, the Corporation has adopted an over-arching Human Rights Statement that can be found at https://www.descartes.com/who-we-are/social-responsibility-sustainability.
|
(d) |
Business Conduct and Fair Dealing. The Corporation is committed to conducting its business in an ethical and honest manner. This principle is a core component of the approach taken in the design of the Corporation's Code of Business Conduct, our Business Partner Code of Conduct and our Global Anti-Corruption Policy. Our Code of Business Conduct is an internally facing policy, designed to set out our expectations of our employees in how they conduct themselves in their business dealings on behalf of the Corporation and in the performance of their duties. This includes guidance in the areas of ethical conduct in dealing with customers, suppliers and co-workers; avoiding conflicts of interest; compliance with applicable laws; and reporting of any violations of the code itself. Our Business Partner Code of Conduct sets out our expectations of how our suppliers will conduct themselves in their business operations, including our expectations of their compliance with applicable laws, providing a safe work environment, following sound labour practices, compliance with the Foreign Corrupt Practices Act and responsible sourcing.
|
• |
reviewing and making recommendations to the Board with respect to the appointment, compensation and other terms of employment of the CEO;
|
• |
reviewing and making recommendations to the Board based on the recommendations of the CEO with respect to the appointment, compensation and other terms of employment of the
|
CFO, the President and COO and all other officers appointed by the Board, which includes each of the NEOs (as defined herein);
|
• |
reviewing and making recommendations to the Board with respect to the Corporation's compensation principles, policies and plans for Management, including the establishment of performance measures and evaluation processes;
|
• |
reviewing and making recommendations to the Board with respect to the compensation arrangements for members of the Board;
|
• |
reviewing, administering and interpreting equity-based compensation plans and making recommendations to the Board with respect to the grant of compensation thereunder;
|
• |
administering and interpreting the Corporation's equity ownership and retention policies applicable to members of the Board and senior Management;
|
• |
reviewing the CEO's recommendations respecting any major changes to the structure, organization and responsibilities of the CEO or senior Management;
|
• |
reviewing the CEO's recommendations respecting succession planning and executive development for the CEO, CFO, President and COO and senior Management;
|
• |
providing risk oversight of the Corporation's compensation policies and practices and identifying and mitigating compensation policies and practices that could encourage inappropriate or excessive risk taking by members of senior Management; and
|
• |
reviewing and approving certain compensation disclosures prior to their public release.
|
Name
|
Position
|
Edward J. Ryan
|
CEO
|
Allan Brett
|
CFO
|
J. Scott Pagan
|
President & COO
|
Andrew Roszko
|
Executive Vice President, Global Sales
|
Kenneth Wood
|
Executive Vice President, Product Management
|
What We Do
|
What We Don't Do
| ||
Link executive pay to company performance through our annual and long-term incentive plans
|
No single-trigger change-in-control provisions
| ||
Balance among short- and long-term incentives, cash and equity and fixed and variable pay
|
No golden-parachute type arrangements
| ||
Compare executive compensation and company performance to relevant peer group companies
|
No hedging or pledging by executives or directors of equity holdings
| ||
Require executives to meet minimum stock ownership requirements
|
No re-pricings of underwater stock options
| ||
Maintain a compensation claw-back policy to recapture unearned incentive pay
|
No tax gross-ups
| ||
Provide only limited perquisites
|
No aspect of our pay policies or practices pose material adverse risk to the Company
|
1. |
Attract and retain highly-qualified executive officers;
|
2. |
Align the interests of executive officers with our shareholders' interests and with the execution of our business strategy;
|
3. |
Evaluate executive performance based on key financial measurements which we believe closely measure the performance of our business; and
|
4. |
Tie compensation directly to those measurements based on achieving and overachieving predetermined objectives.
|
1. |
Market Competitive Compensation for Attracting and Retaining Highly Qualified Executive Officers |
Revenue (in millions)
|
Market Capitalization (in millions)
| |
25th Percentile
|
$ 290
|
$ 1,251
|
Median
|
$ 437
|
$ 2,339
|
75th Percentile
|
$ 597
|
$ 4,776
|
Descartes
|
$ 335
|
$ 4,848
|
Percentile Rank
|
P38
|
P75
|
Canadian Peers
|
US and Australian Peers
| |
Enghouse Systems Ltd.
|
Aspen Technology
|
Bottomline Technologies Inc.
|
Kinaxis Inc
|
Commvault Systems, Inc.
|
Cornerstone OnDemand, Inc.
|
Ebix, Inc.
|
Guidewire Software, Inc.
| |
Manhattan Associates
|
Microstrategy Incorporated1 | |
Progress Software Corp
|
Onespan, Inc.
| |
QAD Inc.
|
Qualys, Inc.
| |
SPS Commerce Inc.
|
Upland Software, Inc.
| |
WiseTech Global Limited
|
1. |
Microstrategy Incorporated has since been removed from the Comparator Group by the Compensation Committee as a result of some changes in the overall business structure of Microstrategy which no longer make it an appropriate peer organization for these purposes.
|
• |
Understand the competitiveness of current pay levels for the Chief Executive Officer position relative to the Comparator Group;
|
• |
Identify and understand any significant differences that may exist between current compensation levels for the Corporation's CEO and market compensation levels; and
|
• |
Serve as a basis for determining salary adjustments and short- and long-term incentive awards for Compensation Committee consideration.
|
2. |
Aligning the Interests of the NEOs with the Interests of Descartes' Shareholders and the Execution of our Business Strategy |
i. |
Base Salary and Benefits
|
Name
|
Fiscal 2020 Base Salary
($)
|
Fiscal 2021 Base Salary
($)
|
Percentage Change
|
Edward J. Ryan
|
$440,000
|
$440,000
|
0%
|
Allan Brett
|
$300,000
|
$300,000
|
0%
|
J. Scott Pagan
|
$300,000
|
$300,000
|
0%
|
Andrew Roszko
|
$250,000
|
$250,000
|
0%
|
Kenneth Wood
|
$220,000
|
$220,000
|
0%
|
ii. |
Short-Term Incentives
|
Name
|
Base Salary
($)
|
On-Target STI Eligibility
(% of Base Salary)
|
On-Target STI Eligibility
($)
|
Maximum STI Eligibility (% of Base Salary)
|
Maximum STI Eligibility
($)
|
Actual STI Awarded in Fiscal 2021
|
Edward J. Ryan
|
$440,000
|
100%
|
$440,000
|
150%
|
$660,000
|
$440,000 (100%)
|
Allan Brett
|
$300,000
|
67%
|
$200,000
|
100%
|
$300,000
|
$300,000 (100%)
|
J. Scott Pagan
|
$300,000
|
84%
|
$252,000
|
126%
|
$378,000
|
$300,000 (100%)
|
Andrew Roszko
|
$250,000
|
90%
|
$225,000
|
110%
|
$275,000
|
$250,000 (100%)
|
Kenneth Wood
|
$220,000
|
25%
|
$55,000
|
40%
|
$88,000
|
$220,000 (100%)
|
i. |
Adjusted EBITDA;
|
ii. |
Revenue; and
|
iii. |
Cash generated from operations as a percentage of Adjusted EBITDA.
|
FY21 Adjusted EBITDA*Target
(in millions of USD)
|
FY21 Adjusted EBITDA*Target Growth
(as a % increase from FY20 Actual)
|
FY21 Adjusted EBITDA Actual
(in millions of USD)
|
FY21 Adjusted EBITDA*Actual Growth
(as a % increase from FY20 Actual)
|
$134.3
|
10%
|
$142.0
|
15.8%
|
FY21 Revenue Target
(in millions of USD)
|
FY21 Revenue Target Growth
(as a % increase from FY20 Actual)
|
FY21 Revenue Actual
(in millions of USD)
|
FY21 Revenue Actual Growth
(as a % increase from FY20 Actual)
|
$355.0
|
9%
|
$349.0
|
7%
|
Actual Cash Flow from Operations
(in millions of USD)
|
Target Cash Flow from Operations (% of Adjusted EBITDA)
|
Actual Cash Flow From Operations (% of Adjusted EBITDA)
|
$131.2
|
80-85%
|
92%
|
iii. |
Long-Term Incentives
|
RELATIVE PERFORMANCE
|
ADJUSTMENT FACTOR
|
Less than the 30th percentile
|
0
|
30th percentile
|
.50
|
50th percentile
|
1.00
|
75th percentile
|
1.50
|
90th percentile
|
2.00
|
Name
|
On-Target Total LTI
|
Value of PSUs at time of grant (and percentage of total LTI)
|
Value of RSUs at time of grant (and percentage of total LTI)
|
Value of stock options at the time of grant (and percentage of total LTI)
|
Value of CRSUs at the time of grant (and percentage of total LTI)
|
Edward J. Ryan
|
$3,135,000
|
$1,567,500 (50%)
|
$1,097,250 (35%)
|
$470,250 (15%)
| |
Allan Brett
|
$1,250,000
|
$625,000 (50%)
|
$437,500 (35%)
|
$187,500 (15%)
| |
J. Scott Pagan
|
$1,590,000
|
$795,000 (50%)
|
$556,500 (35%)
|
$238,500 (15%)
| |
Andrew Roszko
|
$600,000
|
$237,500 (40%)
|
$118,750 (20%)
|
$203,750 (34%)
|
$40,000 (6%)
|
Kenneth Wood
|
$400,000
|
$106,500 (27%)
|
$53,250 (13%)
|
$174,800 (44%)
|
$65,450 (16%)
|
• |
Which NEOs and others are eligible for a grant of options;
|
• |
The number of options to be granted under the plan in general and to each recipient;
|
• |
The exercise price for each stock option granted (which may not be less than fair market value at the date of the grant);
|
• |
The date on which each option is granted (which may not be earlier than the date the grant is approved by the Board);
|
• |
The vesting period;
|
• |
The expiration date; and
|
• |
Other material terms and conditions of each stock option grant.
|
3. |
Evaluating Individual Executive Performance |
a) |
Contribution to the achievement of the Corporation's longer-term financial and corporate development plan;
|
b) |
Contribution to the achievement of annual corporate financial targets;
|
c) |
Contribution to the achievement of the Corporation's corporate development goals in acquiring businesses and integrating acquired businesses;
|
d) |
Contribution to advancing the Corporation's ESG Initiatives;
|
e) |
Customer service, satisfaction and retention;
|
f) |
Infrastructure development;
|
g) |
Investor communication;
|
h) |
Organizational development;
|
i) |
Succession planning and initiatives;
|
j) |
Strategic planning; and
|
k) |
Other corporate and individual qualitative factors.
|
4. |
Evaluating Overall Corporate Performance |
a. |
Longer-term Financial and Corporate Development Plan
|
b. |
Annual Corporate Financial Targets
|
Revenue Minimum Target
(millions)
|
Revenue High-End Target
(millions)
|
Revenue Actual
(millions)
|
Adjusted EBITDA Minimum Target
(millions)
|
Adjusted EBITDA High-End Target
(millions)
|
Adjusted EBITDA Actual
(millions)
|
$355.0
|
$365.0
|
$349.0
|
$134.3
|
$140.4
|
$142.0
|
c. |
Common Share Price
|
Market
|
January 31, 2020 (closing price)
|
January 31, 2021 (closing price)
|
% Increase
|
TSX
|
Cdn. $59.33
|
Cdn. $77.98
|
31.4%
|
NASDAQ
|
$44.81
|
$61.06
|
36.3%
|
Jan 31,
2016 |
Jan 31,
2017 |
Jan 31,
2018 |
Jan 31,
2019 |
Jan 31,
2020 |
Jan 31,
2021 | |
Actual Data
| ||||||
Descartes (DSG) (Cdn.$)
|
24.94
|
28.41
|
34.80
|
40.84
|
59.33
|
77.98
|
S&P/TSX Composite Index
|
12822.13
|
15385.96
|
15951.67
|
15540.60
|
17318.49
|
17337.02
|
NASDAQ Composite Index
|
4613.95
|
5614.79
|
7411.48
|
7281.74
|
9150.94
|
13070.69
|
Software & Services Industry Subgroup
|
3903.65
|
4294.00
|
5199.02
|
6119.32
|
10075.20
|
16553.19
|
CEO Compensation1 |
1615527
|
2026483
|
2331340
|
2651788
|
3314980
|
4687068
|
Nominal Data
| ||||||
Descartes (DSG) (Cdn.$)
|
100
|
114
|
140
|
164
|
238
|
313
|
S&P/TSX Composite Index
|
100
|
120
|
124
|
121
|
135
|
135
|
NASDAQ Composite Index
|
100
|
122
|
161
|
158
|
198
|
283
|
Software & Services Industry Subgroup
|
100
|
110
|
133
|
157
|
258
|
424
|
CEO Compensation
|
100
|
125
|
144
|
164
|
205
|
290
|
1. |
CEO Compensation set out in the table above is based on total compensation from the Summary Compensation Table.
|
d. |
Shareholder Engagement
|
Fiscal year ended
|
Executive Compensation-Related Fees
|
All Other Fees
|
January 31, 2021
|
$86,341
|
$0
|
January 31, 2020
|
$75,218
|
$0
|
• |
An appropriate balance of fixed and variable compensation, and an appropriate weighting of share-based compensation and short- and long-term compensation;
|
• |
An appropriate equity ownership policy for Management;
|
• |
Quantitative and qualitative Corporation-wide metrics used to form a balanced scorecard to determine the amount of awards to NEOs under the Corporation's short-term incentive plans;
|
• |
Board and Compensation Committee discretion to adjust the amount, if any, of awards under the Corporation's short-term incentive programs, to take into account the quality of the results and the level of risk required to achieve results, with awards historically being made only out of the Corporation's operating profits;
|
• |
A clawback policy under which incentive compensation may be clawed back if there is misconduct of an executive resulting in a restatement of financial results;
|
• |
A mix of equity compensation vehicles in the long-term incentive program, which measure both relative and absolute performance;
|
• |
Periodic share-based compensation awards with overlapping vesting periods to provide ongoing retention incentives to Management and long-term share-based exposure to the risks Management undertakes;
|
• |
Annual incentive awards that have historically been a reasonable percentage of revenues and Adjusted EBITDA to ensure an appropriate sharing of value created between management and shareholders;
|
• |
Annual incentive awards that are not determined until the completion of the audit of the Corporation's consolidated annual financial statements by the independent auditor;
|
• |
An insider trading policy that prohibits hedging and restricts pledging of the Common Shares and Common Share-based incentives;
|
• |
An organizational culture of prudent risk-taking, which is maintained by a practice of promoting from within the organization;
|
• |
A strong shareholder outreach program designed, in part, to ensure that the Corporation's compensation programs are aligned with shareholder interests and expectations;
|
• |
A comprehensive Code of Conduct and Whistleblower Policy that encourages reporting of imprudent corporate behavior;
|
• |
A Compensation Committee comprised entirely of independent directors that retains an independent compensation consultant to assist in its review of compensation, compensation governance and incentive programs;
|
• |
The Compensation Committee is expressly required by its charter to provide risk oversight of Descartes' compensation policies and practices and to identify and mitigate compensation policies and practices that could encourage excessive or inappropriate risk taking;
|
• |
A Chair of the Board, Eric A. Demirian, who attends all meetings of the Compensation Committee as an 'ex-officio' member of the Committee and who is also a member of the Audit Committee, which allows him to inform the Compensation Committee with respect to the Corporation's enterprise risks and financial results when making decisions in respect of compensation; and
|
• |
Compensation Committee members, Jane O'Hagan and Dennis Maple, are also members of one or both of the Corporate Governance Committee and Nominating Committee, which ensures that compensation governance and compensation related risk are considered from a broader corporate governance perspective.
|
1. |
the Corporation is required to prepare an accounting restatement due to non-compliance with any financial reporting requirement under applicable securities laws (the 'Restatement');
|
2. |
the executive officer engaged in gross negligence, intentional misconduct or fraud that either caused or significantly contributed to the non-compliance resulting in the Restatement; and
|
3. |
the executive officer was over-compensated as a result of the Restatement.
|
Position
|
Equity Ownership Level as a Multiple of Annual Base Salary
|
CEO
|
6X
|
President & COO
|
4X
|
Chief Financial Officer
|
4X
|
Other NEOs
|
1X
|
• |
Common Shares are included and valued at the greater of cost and Market Value;
|
• |
CRSUs and RSUs are included and valued at the greater of Market Value at the date of grant or Market Value at the date of measurement;
|
• |
Vested PSUs are included and valued at the greater of Market Value at the date of grant or Market Value at the date of measurement. Any PSUs that are subject to a vesting condition or future performance condition are not included in this calculation until fully vested or earned; and
|
• |
Options are given no value under the terms of the policy.
|
Name
|
Multiple of Base Salary
|
Minimum Equity Ownership Level Required
($)
|
Market Value of Common Shares Held
($)
|
Market Value of Share Units Held (RSUs and vested PSUs)
($)
|
Market Value of cash-settled Share Units Held (cRSUs)
($)
|
Market Value of Holdings per Equity Ownership Policies
($)
|
Minimum Equity Ownership Level Achieved?
|
Edward J. Ryan
|
6X
|
2,640,000
|
-
|
37,401,756
|
-
|
37,401,746
|
Yes
|
Allan Brett
|
4X
|
1,200,000
|
1,617,800
|
9,392,299
|
-
|
11,010,099
|
Yes
|
J. Scott Pagan
|
4X
|
1,200,000
|
10,652,631
|
26,205,904
|
-
|
36,858,535
|
Yes
|
Andrew Roszko
|
1X
|
250,000
|
226,492
|
333,179
|
82,961
|
642,632
|
Yes
|
Kenneth Wood
|
1X
|
220,000
|
361,352
|
159,892
|
146,443
|
667,687
|
Yes
|
Name
|
Market Value of Common Shares Held
($)
|
Market Value of Share Units Held (RSUs and vested PSUs)
($)
|
Market Value of cash-settled Share Units Held (cRSUs)
($)
|
Value of unexercised in-the-money options1 |
Total
|
Edward J. Ryan
|
-
|
37,401,756
|
-
|
2,004,999
|
39,406,755
|
Allan Brett
|
1,617,800
|
9,392,299
|
-
|
1,843,618
|
12,853,717
|
J. Scott Pagan
|
10,652,631
|
26,205,904
|
-
|
2,903,977
|
39,762,512
|
Andrew Roszko
|
226,492
|
333,179
|
82,961
|
1,213,672
|
1,856,304
|
Kenneth Wood
|
361,352
|
159,892
|
146,443
|
743,205
|
1,410,892
|
• |
Mr. Ryan had been internally promoted to the role of Chief Executive Officer based on his historical performance;
|
• |
Mr. Ryan had significant tenure with the Corporation in a senior executive role;
|
• |
During Mr. Ryan's tenure in a senior executive role, and since his appointment to the role of Chief Executive Officer, the Corporation had achieved superior financial performance and executed on its long-term and corporate development strategy;
|
• |
During the past years of Mr. Ryan's tenure, the performance of the Common Shares had exceeded that of the S&P/TSX Composite Index and the NASDAQ Composite Index and has tracked slightly above the S&P/TSX Composite Index 'Software &Services' industry subgroup index;
|
• |
Mr. Ryan has developed a strong relationship with many of the significant shareholders of the Corporation and the Board of Directors receives positive feedback regarding Mr. Ryan and his performance through its shareholder engagement process; and
|
• |
Mr. Ryan had played an integral role in the steady increase in the Corporation's revenues and the completion of various acquisitions and financing transactions.
|
• |
Mr. Brett has significant experience in the role of a Chief Financial Officer to a publicly traded company with international operations;
|
• |
Mr. Brett has demonstrated his abilities and knowledge in several areas that have added value to the Corporation since his appointment, including in the areas of capital market transactions, merger and acquisition integration, taxation, business planning and overall financial management and financial reporting; and
|
• |
Mr. Brett has played a key role in capital market transactions, including putting in place a restated credit facility that assists the Corporation in executing against its business plan and executing on a public offering of Commons Shares of the Corporation.
|
• |
The scope of Mr. Pagan's role is broader than comparable roles at peer companies;
|
• |
Mr. Pagan had served in a senior executive role for more than 10 years;
|
• |
During such time, the Corporation had achieved superior financial performance and executed on its long-term and corporate development strategy;
|
• |
During the past five years of Mr. Pagan's tenure, the performance of the Common Shares had exceeded that of the S&P/TSX Composite Index and the NASDAQ Composite Index and had tracked slightly above the S&P/TSX Composite Index 'Software &Services' industry subgroup index; and
|
• |
Mr. Pagan had played an integral role in the steady improvement in the Corporation's operating performance and the completion of various acquisitions and financing transactions.
|
Name and Principal Position
|
Fiscal Year Ended Jan. 31
|
Salary1 |
Share-based Awards2 |
Option-based Awards3 |
Annual Non-Equity Incentive Plan compensation4 |
All Other Compensation5 |
Total Compensation
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
| ||
Edward J. Ryan
Chief Executive Officer
|
2021
2020
2019
|
440,000
440,000
434,583
|
3,305,797
2,125,494
1,540,176
|
499,271
307,486
235,029
|
440,000
440,000
440,000
|
2,000
2,000
2,000
|
4,687,068
3,314,980
2,651,788
|
Allan Brett
Chief Financial Officer
|
2021
2020
2019
|
300,000
300,000
300,000
|
1,333,664
939,999
565,210
|
200,307
135,987
86,245
|
200,000
200,000
200,000
|
9,474
8,993
8,779
|
2,043,445
1,584,979
1,160,234
|
J. Scott Pagan
President & COO
|
2021
2020
2019
|
300,000
300,000
300,000
|
1,706,026
1,253,399
847,787
|
255,549
181,319
129,374
|
252,000
252,000
252,000
|
9,474
8,993
8,779
|
2,523,049
1,995,711
1,537,940
|
Andrew Roszko6
Executive Vice President, Global Sales
|
2021
2020
2019
|
250,000
250,000
155,965
|
440,650
40,310
-
|
211,949
984,8867
57,058
|
225,000
225,000
264,398
|
-
-
-
|
1,127,599
1,500,1967
477,421
|
Kenneth Wood
Executive Vice President, Product Management
|
2021
2020
2019
|
220,000
215,000
207,500
|
245,086
65,450
55,125
|
139,440
122,435
98,108
-
|
55,000
55,000
52,500
|
2,000
2,000
1,038
|
661,526
459,885
414,271
|
Total On-Target Compensation of NEOs in Fiscal 2021 as a percentage of the Corporation's total revenue in Fiscal 2021
|
3.17%
|
Option-based Awards1 |
Share-based Awards1 | |||||||
Name
|
Grant Date
|
Number of securities underlying unexercised options
|
Option Exercise Price2 |
Option Expiration Date
|
Value of unexercised in-the-money options3 |
Number of shares or units of shares that have not vested4,5 |
Market or payout value of share-based awards that have not vested5,6 |
Market or payout value of vested share-based awards not paid out or distributed7 |
(#)
|
($)
|
($)
|
(#)
|
($)
|
($)
| |||
Edward J. Ryan
|
April 13, 2018
|
34,135
|
28.51
|
April 13, 2025
|
1,109,521
| |||
April 13, 2019
|
34,193
|
39.44
|
April 13, 2026
|
737,905
| ||||
April 12, 2020
|
33,851
|
40.36
|
April 12, 2027
|
699,269
| ||||
Dec 7, 2020
|
11,392
|
57.64
|
Dec 7, 2027
|
38,419
| ||||
119,129
|
7,274,017
|
29,208,478
| ||||||
Allan Brett
|
April 15, 2016
|
12,205
|
19.40
|
April 15, 2023
|
507,969
| |||
April 13, 2017
|
12,505
|
23.40
|
April 13, 2024
|
470,454
| ||||
April 13, 2018
|
12,526
|
28.51
|
April 13, 2025
|
407,144
| ||||
April 13, 2019
|
15,122
|
39.44
|
April 13, 2026
|
326,342
| ||||
April 12, 2020
|
14,971
|
40.36
|
April 12, 2027
|
309,260
| ||||
Dec 7, 2020
|
3,625
|
57.64
|
Dec 7, 2027
|
12,225
| ||||
48,594
|
2,967,150
|
6,552,532
| ||||||
J. Scott Pagan
|
April 15, 2016
|
21,090
|
19.40
|
April 15, 2023
|
877,760
| |||
April 13, 2017
|
20,597
|
23.40
|
April 13, 2024
|
774,886
| ||||
April 13, 2018
|
18,790
|
28.51
|
April 13, 2025
|
610,749
| ||||
April 13, 2019
|
20,163
|
39.44
|
April 13, 2026
|
435,130
| ||||
April 12, 2020
|
19,961
|
40.36
|
April 12, 2027
|
412,340
| ||||
Dec 7, 2020
|
4,039
|
57.64
|
Dec 7, 2027
|
13,621
| ||||
65,428
|
3,995,034
|
21,531,832
| ||||||
Andrew Roszko
|
April 13, 2018
|
2,763
|
28.51
|
April 13, 2025
|
89,808
| |||
April 13, 2019
|
6,758
|
39.44
|
April 13, 2026
|
145,842
| ||||
April 13, 2019
|
100,000
|
39.44
|
April 13, 2026
|
2,158,059
| ||||
April 12, 2020
|
9,426
|
40.36
|
April 12, 2027
|
194,715
| ||||
Dec 7, 2020
|
8,199
|
57.64
|
Dec 7, 2027
|
27,651
| ||||
7,475
|
456,424
|
89,392
| ||||||
Kenneth Wood
|
April 13, 2017
|
4,825
|
23.40
|
April 13, 2024
|
181,523
| |||
April 13, 2018
|
9,499
|
28.51
|
April 13, 2025
|
308,755
| ||||
April 13, 2019
|
13,615
|
39.44
|
April 13, 2026
|
293,820
| ||||
April 12, 2020
|
13,479
|
40.36
|
April 12, 2027
|
278,439
| ||||
Dec 7, 2020
|
3,677
|
57.64
|
Dec 7, 2027
|
12,401
| ||||
5,414
|
330,579
|
166,022
|
Name
|
Option-based awards - Value vested during the year1 |
Share-based awards - Value vested during the year2 |
Non-equity incentive plan compensation - Value earned during the year3 |
($)
|
($)
|
($)
| |
Edward J. Ryan
|
848,934
|
4,085,097
|
440,000
|
Allan Brett
|
347,604
|
1,521,493
|
200,000
|
J. Scott Pagan
|
486,101
|
2,374,562
|
252,000
|
Andrew Roszko
|
654,822
|
28,609
|
225,000
|
Kenneth Wood
|
345,107
|
95,937
|
55,000
|
Name
|
Shares acquired on exercise during the year
|
Aggregate Value Realized1 |
Unexercised options at the end of the year2 |
(#)
|
($)
|
(#)
| |
Edward J. Ryan
|
69,890
|
2,142,002
|
113,571
|
Allan Brett
|
100,000
|
3,985,915
|
70,954
|
J. Scott Pagan
|
Nil
|
Nil
|
104,640
|
Andrew Roszko
|
32,258
|
899,817
|
127,146
|
Kenneth Wood
|
Nil
|
Nil
|
45,095
|
a) |
The termination without cause of the NEO;
|
b) |
A material adverse change to the NEO's terms of employment; and/or
|
c) |
A change of control of the Corporation.
|
• |
We are required to pay the NEO his base salary and on-target short-term compensation for up to two years.
|
• |
We are required to pay the NEO his base salary for up to one year and an amount equal to his annual average short-term compensation received over the two preceding years.
|
• |
We are required to pay the NEO his base salary for up to one year and an amount equal to his on-target short-term compensation for the then current year.
|
• |
We are required to pay the NEO his base salary for up to 12 months, subject to a 50% reduction of the unpaid balance of such severance amount from the date the departed NEO finds alternate employment to the end of the 12-month period.
|
• |
A Change in Control as described in the section below which results in a material change of the NEO's position, duties, responsibilities, title or office which were in effect immediately prior to such a change in control;
|
• |
A material reduction by the Corporation of the NEO's salary, benefits or any other form of remuneration payable by the Corporation; or
|
• |
A material breach of the employment agreement between the Corporation and the NEO that is committed by the Corporation.
|
1. |
A Corporate Transaction; and
|
2. |
The surviving, successor or acquiring entity does not assume the outstanding Share Units;
|
• |
A 'Change of Control' includes:
|
o |
A transaction in which any person or group acquires ownership of more than 50% of the Corporation's Common Shares, on a fully-diluted basis;
|
o |
During any two-year period, directors, including any additional director whose election was approved by a vote of at least a majority of the directors then in office or who were appointed by the directors then in office, cease to constitute a majority of the Board;
|
o |
A transaction which results in more than 50% of the Corporation's Common Shares, on a fully-diluted basis, being held by any person or group other than the Corporation's shareholders immediately preceding the transaction; or
|
o |
There is a transaction to sell all or substantially all of the assets of the Corporation;
|
• |
A 'Corporate Transaction'is defined as any of the following:
|
o |
A capital reorganization, amalgamation, arrangement, plan of arrangement or other scheme or reorganization;
|
o |
An offer for Common Shares, where the Common Shares subject to the offer, together with the offeror's Common Shares and Common Shares of any person or company acting jointly or in concert with the offeror, constitute in the aggregate 20% or more of the Common Shares;
|
o |
An acquisition by a person of Common Shares such that the Common Shares acquired, together with the person's Shares and Shares of any person or company acting jointly or in concert with such person, constitute in the aggregate 20% or more of the Common Shares outstanding immediately after such acquisition, unless another person has previously acquired and continues to hold Common Shares that represent a greater percentage than the first-mentioned person;
|
o |
A sale of all or substantially all of the assets of the Corporation or any subsidiary;
|
o |
An extraordinary distribution to shareholders, including extraordinary cash dividends, dividends in kind and return of capital;
|
Name
|
Event
|
Salary
($)
|
Short-term ($)
|
Stock Options ($)
|
Share Units ($)
|
Total
($)
|
Edward J. Ryan
|
Termination Without Cause
|
880,000
|
880,000
|
-
|
3,584,385
|
5,344,385
|
Termination Without Cause Within 12 Months of Change of Control
|
880,000
|
880,000
|
750,546
|
7,274,017
|
9,784,563
| |
Solely Upon Change of Control
|
-
|
-
|
-
|
-
|
-
| |
Allan Brett
|
Termination Without Cause
|
300,000
|
200,000
|
-
|
1,431,470
|
1,931,470
|
Termination Without Cause Within 12 Months of Change of Control
|
300,000
|
200,000
|
327,172
|
2,967,150
|
3,794,322
| |
Solely Upon Change of Control
|
-
|
-
|
-
|
-
|
-
| |
J. Scott Pagan
|
Termination Without Cause
|
600,000
|
504,000
|
-
|
2,001,343
|
3,105,343
|
Termination Without Cause Within 12 Months of Change of Control
|
600,000
|
504,000
|
433,551
|
3,995,034
|
5,532,585
| |
Solely Upon Change of Control
|
-
|
-
|
-
|
-
|
-
| |
Andrew Roszko
|
Termination Without Cause
|
250,000
|
225,000
|
-
|
81,556
|
556,556
|
Termination Without Cause Within 12 Months of Change of Control
|
250,000
|
225,000
|
-
|
367,032
|
842,032
| |
Solely Upon Change of Control
|
-
|
-
|
-
|
-
|
-
| |
Kenneth Wood
|
Termination Without Cause
|
220,000
|
-
|
-
|
36,575
|
256,575
|
Termination Without Cause Within 12 Months of Change of Control
|
220,000
|
-
|
-
|
164,557
|
384,557
| |
Solely Upon Change of Control
|
-
|
-
|
-
|
-
|
-
|
Retainer
|
Fiscal 2020 Amounts
|
Fiscal 2021 Amounts
|
Annual Base Retainer - Non-Executive Chair
|
$95,000
|
$95,000
|
Annual Base Retainer - All Other Non-Executive Directors
|
$50,000
|
$50,000
|
Audit Committee Retainer
|
$20,000 - Chair
$10,000 - Member
|
$20,000 - Chair
$10,000 - Member
|
Compensation Committee Retainer
|
$10,000 - Chair
$5,000 - Member
|
$10,000 - Chair
$5,000 - Member
|
Corporate Governance Committee Retainer
|
$10,000 - Chair
$3,750 - Member
|
$10,000 - Chair
$3,750 - Member
|
Nominations Committee Retainer
|
$5,000 - Chair
$2,500 - Member
|
$5,000 - Chair
$2,500 - Member
|
Annual Equity Grant - Non-Executive Chair
|
$150,000
|
$150,000
|
Annual Equity Grant - All Other Non-Executive Directors
|
$115,000
|
$115,000
|
Name
|
Fees Earned1 ($)
|
Share-based Awards2 ($)
|
Total3 ($)
|
Deepak Chopra
|
38,801
|
115,000
|
153,801
|
Deborah Close
|
71,500
|
115,000
|
186,500
|
Eric A. Demirian - Chair
|
95,000
|
150,000
|
245,000
|
Dennis Maple
|
61,130
|
115,000
|
176,130
|
Chris Muntwyler
|
38,801
|
115,000
|
153,801
|
Jane O'Hagan
|
69,000
|
115,000
|
184,000
|
John J. Walker
|
77,750
|
115,000
|
192,750
|
Share-based Awards
| |||
Name
|
Number of shares or units of shares that have not vested
|
Market or payout value of share-based awards that have not vested
|
Market or payout value of vested share-based awards not paid out or distributed1 |
(#)
|
($)
|
($)
| |
Deepak Chopra
|
-
|
-
|
175,670
|
Deborah Close
|
-
|
-
|
1,972,543
|
Eric A. Demirian
|
-
|
-
|
3,569,262
|
Dennis Maple
|
-
|
-
|
1,128,145
|
Chris Muntwyler
|
-
|
-
|
175,670
|
Jane O'Hagan
|
-
|
-
|
2,946,450
|
John J. Walker
|
-
|
-
|
3,863,877
|
Name
|
Option-based awards - Value vested during the year ($)
|
Share-based awards - Value vested during the year1 ($)
|
Deepak Chopra
|
-
|
148,801
|
Deborah Close
|
-
|
115,000
|
Eric A. Demirian
|
-
|
150,000
|
Dennis Maple
|
-
|
176,130
|
Chris Muntwyler
|
-
|
148,801
|
Jane O'Hagan
|
-
|
184,000
|
John J. Walker
|
-
|
192,750
|
Position
|
Equity Ownership Level as a Multiple of Annual Base Retainer
|
Non-Management Director
|
3X
|
• |
Common Shares are included and valued at the greater of cost and Market Value; and
|
• |
DSUs are included and valued at the greater of Market Value at the date of grant or Market Value at the date of measurement.
|
Name
|
Minimum Equity Ownership Level
($)
|
Market Value of Holdings per Equity Ownership Policies(1)
($)
|
Minimum Equity Ownership Level Achieved?
|
Deepak Chopra
|
150,000
|
199,831
|
Yes
|
Deborah Close
|
150,000
|
2,090,521
|
Yes
|
Eric A. Demirian
|
285,000
|
4,429,860
|
Yes
|
Dennis Maple
|
150,000
|
1,211,991
|
Yes
|
Chris Muntwyler
|
150,000
|
199,831
|
Yes
|
Jane O'Hagan
|
150,000
|
3,141,120
|
Yes
|
John Walker
|
150,000
|
4,407,017
|
Yes
|
Plan Category
|
Plan
|
As of
|
(A)
Number of Common Shares to be issued upon exercise of outstanding options, warrants and rights(1)
(#)
|
(B)
Weighted-average exercise price of outstanding options, warrants and rights(2)
($)
|
(C)
Number of Common Shares remaining available for future issuance under equity compensation plans (excluding securities reflected in column (A))(1)
(#)
|
Equity compensation plans approved by shareholders(3) |
1998 Stock Option Plan
|
January 31, 2021
|
1,147,720 (1.4%)
|
Cdn.$45.20
|
3,303,444 (3.9%)
|
PRSU Plan
|
1,361,556 (1.6%)
|
N/A
|
1,056,662 (1.3%)
| ||
1998 Stock Option Plan
|
April 23, 2021
|
1,393,348 (1.6%)
|
Cdn.$52.19
|
3,038,019 (3.6%)
| |
PRSU Plan
|
1,556,482 (1.8%)
|
N/A
|
861,736 (1.0%)
| ||
Equity compensation plans not approved by shareholders(4) |
January 31, 2021
|
19,926 (0.0%)
|
N/A
|
N/A
| |
April 23, 2021
|
19,926 (0.0%)
|
N/A
|
N/A
| ||
TOTAL
|
January 31, 2021
|
2,529,202 (3.0%)
|
Cdn.$45.20
|
4,360,106 (5.2%)
| |
April 23, 2021
|
2,969,756 (3.5%)
|
Cdn.$52.19
|
3,899,755 (4.6%)
|
Fiscal 2019
|
Fiscal 2020
|
Fiscal 2021
| |
Options Granted during the fiscal period
|
272,144
|
367,173
|
381,859
|
Weighted average number of Common Shares outstanding for the fiscal period
|
76,832,230
|
81,658,761
|
84,360,284
|
'Burn Rate'
|
0.35%
|
0.45%
|
0.45%
|
Fiscal 2019
|
Fiscal 2020
|
Fiscal 2021
| |
RSUs and PSUs Granted during the fiscal period1 |
146,748
|
145,069
|
228,186
|
Weighted average number of Common Shares outstanding for the fiscal period
|
76,832,230
|
81,658,761
|
84,360,284
|
'Burn Rate'
|
0.19%
|
0.18%
|
0.27%
|
(i) |
amendments to the number of Common Shares issuable under the PRSU Plan;
|
(ii) |
any amendment expanding the categories of eligible person which would have the potential of broadening or increasing insider participation;
|
(iii) |
any amendment extending the term of a Share Unit or any rights pursuant thereto held by an insider beyond its original expiry date;
|
(iv) |
the addition of any other provision which results in participants receiving Common Shares while no cash consideration is received by the Corporation;
|
(v) |
amendments which would permit awards to be transferred or assigned other than for normal estate planning purposes; and
|
(vi) |
amendments to the amending provision within the PRSU Plan.
|
1. |
The members of the Board of Directors (the 'Board') have the duty to supervise the management of the business and affairs of The Descartes Systems Group Inc. (the 'Company'). The Board, directly and through its committees, the Chair of the Board and Lead Director, as applicable, shall provide direction to senior management, generally through the Chief Executive Officer, to pursue the best interests of the Company.
|
1. |
General - The composition and organization of the Board, including: the number, qualifications and remuneration of directors; the number of Board meetings; residency requirements; quorum requirements; meeting procedures and notices of meetings shall be established in accordance with the Canada Business Corporations Act and the by-laws of the Company.
|
2. |
Independence - The Board shall establish independence standards for the directors in accordance with Applicable Requirements (as defined below), and, at least annually, shall affirmatively determine the independence of each director in accordance with these standards. At least a majority of the directors shall be independent in accordance with these standards.
|
3. |
Access to Management and Outside Advisors - The Board shall have unrestricted access to the Company's management and employees. The Board shall have the authority to retain external legal counsel, consultants or other advisors to assist it in fulfilling its responsibilities and to set and pay the respective compensation of these advisors without consulting or obtaining the approval of any Company officer. The Company shall provide appropriate funding, as determined by the Board, for the services of these advisors.
|
4. |
Chair of the Board / Lead Director - The Chair of the Board shall facilitate the operations and deliberations of the Board and the satisfaction of the Board's functions and responsibilities under this mandate. If the Chair of the Board is not independent, then the independent directors shall select from among their number a director who will act as a 'Lead Director' and who will facilitate the functioning of the Board independently of management and provide independent leadership to the Board.
|
5. |
Directors' Responsibilities - Each director is expected to use his or her best efforts to attend all meetings of the Board and any committee of which he or she is a member. Each director is expected to have read and considered the materials sent to them in advance of each meeting and to actively participate in the meeting. Each director shall declare his or her interest, and abstain from voting on, matters in which the director has an interest.
|
6. |
Secretary and Minutes - The Corporate Secretary, his or her designate or any other person the Board requests shall act as secretary of Board meetings. Minutes of Board meetings shall be recorded and maintained by the Corporate Secretary and subsequently presented to the Board for approval.
|
7. |
In Camera Sessions - The Board shall hold unscheduled or regularly scheduled meetings, or portions of regularly scheduled quarterly meetings, at which management is not present. The Board shall hold unscheduled or regularly scheduled meetings, or portions of regularly scheduled quarterly meetings, at which non-independent directors are not present.
|
1. |
Strategic Planning
|
a. |
Strategic Plans - At least annually, the Board shall review and, if advisable, approve the Company's strategic planning process and short- and long-term strategic plan prepared by management. In discharging this responsibility, the Board shall review the plan in light of management's assessment of emerging trends, the competitive environment, risk issues, and significant business practices and products.
|
b. |
Business Plans - The Board shall review and, if advisable, approve the Company's annual business plans.
|
c. |
Monitoring - At least annually, the Board shall review management's implementation of the Company's strategic and business plans. The Board shall review and, if advisable, approve any material amendments to, or variances from, these plans.
|
2. |
Risk Management
|
a. |
General - The Board shall provide regular oversight of the Company's enterprise risk management practices either directly, or through its committees, which shall report to the Board with respect to risk oversight undertaken in accordance with their respective charters. The Board shall, with the assistance of its committees, oversee management's assessment, management and monitoring of key risks affecting the Company and the Company's risk management/monitoring systems.
|
b. |
Review of Controls - The Board shall, with the assistance of the Audit Committee, review the internal, financial, non-financial and business control and information systems that have been established by management.
|
3. |
Human Resource Management
|
a. |
General - At least annually, the Board shall, with the assistance of the Compensation Committee, review the Company's approach to human resource management and executive compensation.
|
b. |
Succession Review - At least annually, the Board shall, with the assistance of the Nominating Committee and the Compensation Committee, as applicable, review the Lead Director, Chair of the Board, the Chief Executive Officer and the senior management succession plans of the Company.
|
c. |
Integrity of Senior Management - The Board shall, to the extent feasible, satisfy itself as to the integrity of the Chief Executive Officer and other senior management.
|
4. |
Corporate Governance
|
a. |
General - At least annually, the Board shall, with the assistance of the Corporate Governance Committee, review the Company's approach to corporate governance.
|
b. |
Governing Documents - At least annually, the Board shall review and assess any comments or recommendations of the Corporate Governance Committee in respect of the adequacy of the Company's organizing documents and by-laws, and the mandate, charters and role descriptions for the Board, each Board committee, the Chief Executive Officer, the Chair of the Board and the Lead Director and their compliance with Applicable Requirements. At least annually, the Board shall review and assess any comments or recommendations of the Audit Committee on the adequacy of the Company's audit committee charter.
|
c. |
Director Independence - At least annually, the Board shall, with the assistance of the Corporate Governance Committee, evaluate the director independence standards
|
established by the Board and the Board's ability to act independently from management in fulfilling its duties.
|
d. |
Ethics Reporting- At least annually, the Board shall, with the assistance of the Corporate Governance Committee, review reports provided by management relating to compliance with, or material deficiencies of, the Company's Code of Conduct.
|
5. |
Financial Information
|
a. |
General - At least annually, the Board shall, with the assistance of the Audit Committee, review the Company's internal controls relating to financial information and reports provided by management on material deficiencies in, or material changes to, these controls.
|
b. |
Integrity of Financial Information - The Board shall, with the assistance of the Audit Committee, review the integrity of the Company's financial information and systems, the effectiveness of internal controls and management's assertions on internal control and disclosure control procedures.
|
6. |
Communications
|
a. |
General - The Board shall adopt and, at least annually, shall review the Company's overall communications policy, including measures for communicating with and receiving feedback from the Company's stakeholders.
|
b. |
Disclosure - At least annually, the Board shall review management's compliance with the Company's disclosure policies and procedures. The Board shall, if advisable, approve material changes to the Company's disclosure policies and procedures.
|
c. |
Shareholder Engagement - At least annually, the Board shall review the Company's approach to shareholder engagement.
|
7. |
Committees of the Board
|
a. |
Board Committees - The Board has established the following committees of the Board: the Compensation Committee; the Audit Committee; the Corporate Governance Committee; and the Nominating Committee. Subject to applicable law, the Board may establish other Board committees or merge or dispose of any Board committee.
|
b. |
Delegation to Committees - The Board has delegated to each of its committees those responsibilities set out in each Board committee's mandate.
|
c. |
Consideration of Committee Recommendations - As required, the Board shall consider for approval the specific matters delegated for review to Board committees.
|
d. |
Board/Committee Communication - To facilitate communication between the Board and each Board committee, each committee chair shall provide a report to the Board on material matters considered by the committee at the first Board meeting after each meeting of the committee.
|
8. |
Auditors
|
a. |
In conjunction with the Audit Committee, the Board shall review and, if advisable, select and recommend for shareholder approval the appointment of the auditors.
|
1. |
Each director shall participate in the Company's orientation and ongoing education program.
|
2. |
At least annually, with the assistance of the Corporate Governance Committee, the Board shall evaluate and review the performance of the Board, each of its committees, each of the directors, including the specific performance assessment findings of the Corporate Governance Committee and the adequacy of this mandate.
|
(US dollars in millions)
|
Q4FY21
|
Q3FY21
|
Q2FY21
|
Q1FY21
|
Net income, as reported on Consolidated Statements of Operations
|
17.2
|
13.3
|
10.5
|
11.0
|
Adjustments to reconcile to Adjusted EBITDA:
| ||||
Interest expense
|
0.3
|
0.2
|
0.3
|
0.3
|
Investment income
|
(0.1)
|
-
|
-
|
-
|
Income tax expense
|
4.5
|
5.2
|
4.2
|
4.4
|
Depreciation expense
|
1.3
|
1.5
|
1.4
|
1.6
|
Amortization of intangible assets
|
14.1
|
14.0
|
14.1
|
13.7
|
Stock-based compensation and related taxes
|
1.9
|
1.7
|
1.8
|
1.2
|
Other charges (recoveries) |
(0.6)
|
0.5
|
1.7
|
0.8
|
Adjusted EBITDA
|
38.6
|
36.4
|
34.0
|
33.0
|
Revenues
|
93.4
|
87.5
|
84.0
|
83.7
|
Net income as a % of revenues
|
18%
|
15%
|
13%
|
13%
|
Adjusted EBITDA as a % of revenues
|
41%
|
42%
|
40%
|
39%
|
(US dollars in millions)
|
FY21
|
Net income, as reported on Consolidated Statements of Operations
|
52.1
|
Adjustments to reconcile to Adjusted EBITDA:
| |
Interest expense
|
1.2
|
Investment income
|
(0.2)
|
Income tax expense
|
18.3
|
Depreciation expense
|
5.8
|
Amortization of intangible assets
|
55.9
|
Stock-based compensation and related taxes
|
6.6
|
Other charges
|
2.3
|
Adjusted EBITDA
|
142.0
|
Revenues
|
348.7
|
Net income as a % of revenues
|
15%
|
Adjusted EBITDA as a % of revenues
|
41%
|
Corporate Headquarters
120 Randall Drive
Waterloo, Ontario N2V 1C6 Canada
Tel: +1 (519) 746-8110 x202358
Toll Free +1 (800) 419-8495
Fax: +1 (519) 747-0082
e-mail: info@descartes.com
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The Descartes Systems Group Inc. published this content on 28 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 April 2021 21:22:11 UTC.