Vizsla Silver (VZLA) - 2022 Q2 - Quarterly Report

Executive Compensation - The annual base salaries for Named Executive Officers (NEOs) in 2022 were as follows: Michael Konnert (CEO) at $350,000, Mahesh Liyanage (CFO) at $220,000 (up 116% from $102,000 in 2021), and Martin Dupuis (COO) at $250,000 (up 26% from $198,000 in 2021) [26] - The total fees incurred for Global Governance Advisors (GGA) for executive compensation-related work in FY 2022 amounted to $35,394, with no fees reported for FY 2021 [21] - The performance bonuses for NEOs are based on assessments against pre-established objectives, with specific metrics tailored to each executive to ensure alignment with company performance [27] - The compensation philosophy emphasizes a pay-for-performance approach, linking executive compensation to both corporate and individual performance metrics [15] - The actual performance bonuses for Named Executive Officers (NEOs) ranged from 18% to 125% of their base salaries, with Michael Konnert receiving a bonus of $350,000 [30] - The total compensation for Michael Konnert in 2022 was $3,580,117, which included a salary of $350,000 and option-based awards valued at $2,880,117 [48] - Total compensation for Charles Funk in 2022 was $1,475,794, which includes $1,345,794 in option-based awards [79] - Craig Parry's total compensation for 2022 amounted to $1,831,786, with $1,681,786 coming from option-based awards [79] - The value vested during the year for Craig Parry was $571,675 from option-based awards [86] Long-term Incentives - The long-term incentive program includes stock options, which are granted to executives to incentivize them to create shareholder value, with options having a maximum expiry term of five years [24] - The company has 14,959,222 stock options outstanding under the Stock Option Plan, representing 9.66% of the current outstanding common shares [31] - The Board approved a new Equity Incentive Compensation Plan on September 7, 2022, which includes a rolling 10% stock option plan and a fixed 8% other equity plan, pending shareholder approval [36] - The exercise price for stock options is determined by the Board and cannot be less than the last closing price of Vizsla's shares prior to the grant [33] - The long-term incentive grants for NEOs in 2022 included stock options with exercise prices ranging from $2.22 to $2.34, set to expire between June 22, 2026, and September 24, 2026 [39] - The fair value of the 2022 option award was calculated using an expected life of 5 years and annualized volatility of 100%-104% [81] Compensation Governance - The Compensation Committee is responsible for reviewing and approving compensation packages for senior executives, ensuring they are competitive within the industry [9] - The company aims to ensure that compensation practices are fair and reasonable to shareholders while being competitive with similar positions in the mining industry [18] - The company's peer group for compensation benchmarking includes companies like Alexco Resource Corp. and Bluestone Resources Inc., focusing on those with similar market capitalization and operational scope [19] - The Compensation Committee concluded that the company's compensation policies do not encourage inappropriate or excessive risks, ensuring alignment with long-term shareholder value [42] Shareholder Value - The company's market capitalization has significantly increased, reflecting operational advances and achievements in the Panuco-Copala Project between 2021 and 2022 [1] - The total shareholder return (TSR) for Vizsla increased by 1,373% since its listing on the TSX Venture Exchange on September 26, 2017, outperforming both the S&P/TSX Global Mining Index and the S&P/TSX Composite Total Return Index [44] Board Compensation - The cash retainers for the Board of Directors in 2022 were $100,000 for the Chair and $50,000 for members, reflecting an increase from 2021 [70] - Non-Executive Directors will be subject to an annual grant limit of no more than $150,000 in equity compensation, with a maximum of $100,000 in options [73] - The options granted to Non-Executive Directors during the fiscal year ended April 30, 2022, included 600,000 options at an exercise price of $2.22 for Charles Funk [76] - The total value of equity compensation granted to Non-Executive Directors in the form of stock options during the fiscal year was significant, with various exercise prices noted [75] Other Compensation Details - Non-Equity incentive plans only included annual cash bonuses, with no long-term non-equity compensation provided [55] - The company does not have any pension or retirement plans for its directors and NEOs [89] - The company provided annual incentive plans in the form of cash bonuses, with no long-term non-equity compensation [82] - The total number of securities remaining available for future issuance under equity compensation plans is 847,107 [90] - No stock options were exercised during the year ended April 30, 2022 [87]