Financial Performance and Analysis - The company reported its operating results for the fiscal year ended December 31, 2024, with detailed analysis available in the 2024 Annual MD&A[514]. - Liquidity and capital resources information is provided in the 2024 Annual MD&A, indicating the company's financial health and resource availability[515]. - No significant trends or uncertainties are expected to adversely affect net revenues or profitability for the period from January 1, 2024, to December 31, 2024[517]. - The total cumulative return for Quantum BioPharma Ltd. was C$3.63 as of December 31, 2024, compared to C$100 on December 31, 2020, indicating a significant decline in shareholder value over the period[559]. - The performance graph shows that the SPDR S&P Biotech ETF had a cumulative return of C$141.84 by December 31, 2024, compared to Quantum BioPharma Ltd.'s C$3.63[559]. Leadership and Management Changes - The company has appointed Donal Carroll as CFO effective August 30, 2024, marking a significant leadership change in financial management[527]. - The company’s executive team includes experienced professionals with backgrounds in finance, healthcare, and technology, enhancing strategic decision-making capabilities[520]. - The Board consists of seven members, with four being independent directors[598][599]. - The Board is responsible for overseeing the development of the Company's strategic plan and ensuring management meets corporate objectives[595]. Research and Development - Research and development activities are discussed in the 2024 Annual MD&A, highlighting ongoing innovation efforts and product development[516]. - The company has a strong emphasis on research and development, with Dr. Lakshmi P. Kotra leading initiatives in drug discovery and development[526]. - As of December 31, 2024, the company had seven full-time employees, a decrease from 17 in 2022, with 2 in research and development and 5 in general and administrative roles[655][656]. Executive Compensation - Compensation for the company's NEOs for the year ended December 31, 2024, is structured to align with performance and market standards[538]. - The executive compensation program for the year ended December 31, 2024, included base compensation, potential annual incentive awards, Options, RSUs, and PSUs[541]. - For 2024, Zeeshan Saeed, CEO, received a total compensation of $583,685, which includes a salary of $218,635 and share-based awards of $365,050[563]. - The Compensation, Nominating and Governance Committee evaluates executive performance against the Company's goals and compares it with other similar-sized reporting issuers[546]. - The Company aims to provide competitive compensation to attract and retain top-quality personnel for long-term business management[560]. - The Company does not have fixed criteria for determining the mix of compensation, opting instead for a contextual analysis[547]. - The Board believes that the executive compensation policies do not encourage excessive risk-taking among executives[556]. - The value of share-based awards that vested during the year ended December 31, 2024, for each NEO was $365,050[569]. - Mr. Coyle, the former CFO, received a cash payment of $3,000 for his Option-based awards that vested during the year[568]. - In the event of a change of control, all outstanding unvested Options for Mr. Saeed will immediately vest and remain exercisable for five years[583]. - The company has entered into executive employment agreements with each of the NEOs, providing for annual base salary and benefits[580]. Governance and Compliance - The board of directors includes individuals with diverse expertise, contributing to effective governance and strategic oversight[520]. - The Board has adopted a Code of Conduct and Ethics to guide ethical business conduct and compliance with applicable laws[617]. - The Audit Committee meets quarterly to review and approve the company's financial statements, ensuring compliance with financial reporting responsibilities[627][628]. - The Audit Committee pre-approved all audit services for the fiscal year ended December 31, 2024, ensuring auditor independence[637]. - The Compensation, Nominating and Governance Committee is responsible for recommending candidates for Board nomination, considering independence and financial literacy[640]. - The company has entered into indemnity agreements with each director and officer to protect against expenses incurred in legal proceedings[590]. - The company does not have adopted a term limit for directors, considering the benefits of renewal in the context of the Board's needs[649]. Employee Relations and Workforce - The company maintains good relations with its employees, with no employees represented by collective bargaining agreements[655]. - The company does not currently engage in hedging transactions to mitigate interest rate or cryptocurrency risks[798]. Market Presence and Strategic Initiatives - The company is focused on expanding its market presence and exploring potential mergers and acquisitions to drive growth[516]. - The company operates primarily in Canada, the United States, and Australia, exposing it to foreign currency risk without using financial derivative instruments to manage this risk[797]. - The company holds certain cryptocurrency assets, which exposes it to significant volatility and regulatory risks in the cryptocurrency market[799].
FSD Pharma(HUGE) - 2024 Q4 - Annual Report