POET Technologies (POET) - 2023 Q4 - Annual Report

Employee and Consultant Distribution - The company had 56 full-time employees and 4 consultants as of December 31, 2023, with 16 employees and 3 consultants working at the lab facility, 4 employees at the Canadian office, 28 employees at the Singapore fabrication facility, and 8 employees at the China product development facility[308] Share Ownership and Options - Directors and officers collectively beneficially own 574,992 shares, with individual ownership ranging from 1,500 to 158,611 shares, all representing less than 1% of the total class[311] - Kevin Barnes holds exercisable options totaling 193,678 shares with grant prices ranging from CAD 2.65 to CAD 11.90 and expiry dates between 2027 and 2032[313] - Peter Charbonneau holds exercisable options totaling 33,397 shares with grant prices ranging from CAD 4.20 to CAD 11.90 and expiry dates between 2028 and 2031[313] Compensation and Governance - The Compensation Committee is responsible for evaluating and approving senior management compensation, ensuring alignment with company performance, shareholder value, and competitive industry standards[304] - The Compensation Committee comprises three independent directors with extensive experience in executive compensation, tax implications, and industry incentives[303] - The company adopted a Compensation Recovery Policy in 2023 in compliance with Nasdaq listing standards and Rule 10D-1 of the Exchange Act[316] - As of December 31, 2023, there was no outstanding balance of erroneously awarded compensation to be recovered under the Compensation Recovery Policy[317] Audit and Financial Reporting - The Audit Committee reviews the company's financial reporting procedures, internal controls, and the performance of external auditors annually[298] - The company's independent auditor is accountable to the Board and Audit Committee, with non-audit services requiring pre-approval by the Audit Committee[299] Code of Ethics and Compliance - The company's Code of Ethics requires prompt reporting of any violations to the Chair of the Board or relevant committee, with investigations conducted by the Corporate Governance and Nominating Committee[305] - The company is exempt from certain Nasdaq listing rules applicable to U.S. listed companies due to its status as a foreign private issuer[306] Financial Risk and Market Exposure - The company's cash equivalents are exposed to fair value fluctuations due to market risk, while other financial instruments like cash and accounts payable are not subject to market risk due to their short-term nature[397] - A 10% change in foreign currencies held by the company's subsidiaries would result in a $198,000 increase or decrease in other comprehensive loss[399] - The company does not depend on interest from its short-term investments to fund its operations, as these investments bear interest at fixed rates and are subject to interest rate risk[398] Exchange Rate Trends - CAD to USD exchange rate averaged 0.7381 from September 2023 to February 2024, with a high of 0.7575 and a low of 0.7207[400] - SGD to USD exchange rate averaged 0.7413 from September 2023 to February 2024, with a high of 0.7576 and a low of 0.7279[400] - CNY to USD exchange rate averaged 0.1384 from September 2023 to February 2024, with a high of 0.1408 and a low of 0.1361[400] - CAD to USD exchange rate in February 2024 averaged 0.7411, with a high of 0.7471 and a low of 0.7363[400] - SGD to USD exchange rate in February 2024 averaged 0.7434, with a high of 0.7479 and a low of 0.7399[400] - CNY to USD exchange rate in February 2024 averaged 0.1390, with a high of 0.1395 and a low of 0.1389[400] - CAD to USD exchange rate in December 2023 averaged 0.7460, the highest monthly average in the past six months[400] - SGD to USD exchange rate in December 2023 averaged 0.7510, the highest monthly average in the past six months[400] - CNY to USD exchange rate in December 2023 averaged 0.1400, the highest monthly average in the past six months[400] - CAD to USD exchange rate in October 2023 averaged 0.7289, the lowest monthly average in the past six months[400]