Gregory Crawford
About Gregory Crawford
Gregory J. Crawford, 51, is President, Chief Executive Officer, and Chairman of Quipt Home Medical Corp. (QIPT), serving as a director since December 21, 2017 and as CEO since that date; he resides in Fort Thomas, Kentucky . He is a seasoned healthcare executive with 30+ years’ DME experience focused on operations, integration, and M&A; under his leadership, Quipt expanded from ~$50M to a multi‑hundred‑million‑dollar revenue business through strategy, operational improvements, and acquisitions while emphasizing profitability and margins . The Board combines Chair/CEO roles (Crawford), with Mark Greenberg serving as Lead Independent Director to mitigate independence concerns; a majority of directors are independent . In FY2024 he attended 100% of Board meetings (4/4) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in DEF 14A | — | — | Proxy highlights 30+ years of DME leadership in operations, integration, and M&A; specific prior employers not listed . |
External Roles
| Category | Details |
|---|---|
| Public company boards (current) | None disclosed; no QIPT directors are presently directors of other reporting issuers in Canada or the U.S. |
| Other roles | Not disclosed in DEF 14A |
Fixed Compensation
| Metric (USD) | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary | $596,540 | $680,725 |
| Cash Bonus (actual paid) | $302,016 | TBD (2024 bonus not determined as of proxy; to be disclosed via 8‑K when set) |
| Share-based Awards (fair value) | $976,701 (RSUs) | — |
| Option Awards (fair value) | — | — |
| Other Compensation | $26,265 | $31,381 |
| Total Compensation | $1,901,522 | $712,106 |
Notes: 2024 discretionary cash bonuses, if any, will be determined later and disclosed under Item 5.02(f) of Form 8‑K .
Performance Compensation
| Component | Metric | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual Cash Incentive | Discretionary based on annual financial performance and other financial/non‑financial goals | Not disclosed | Not disclosed | 2023 payout: $302,016 cash; 2024 TBD | Cash; immediate on award |
| RSU Awards | Service-based (equity alignment under 2024 EIP/legacy plans) | Not disclosed | 2023 grant fair value: $976,701 | 47,500 RSUs unvested as of 9/30/24; vest per schedule below | Two tranches: Nov 20, 2024 and Feb 20, 2025 (equal amounts) |
| Option Awards | Time-based options outstanding (see Equity Ownership) | Not disclosed | — | Outstanding, exercisable; see details below | Through stated expirations |
Vesting schedules and upcoming supply
- RSUs: 47,500 unvested as of 9/30/24; vest in equal amounts on Nov 20, 2024 and Feb 20, 2025 .
- Additional delivery: 95,000 RSUs issuable on or before March 15, 2025 (vested in calendar 2024) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (shares) | 3,703,278 (includes spouse 20,000 and 1,216,832 held by a family trust with partial control) |
| Percent of Shares Outstanding | 8.4% (based on 43,091,273 shares outstanding as of Jan 16, 2025) |
| Options (exercisable / within 60 days) | 656,000 options (matches 581,000 @ $1.11 exp Apr 9, 2028 and 75,000 @ $6.28 exp May 20, 2031) |
| RSUs deliverable by Mar 15, 2025 | 95,000 (vested in 2024 calendar year) |
| Unvested RSUs (as of 9/30/24) | 47,500; vesting Nov 20, 2024 and Feb 20, 2025 (equal amounts) |
| Shares Pledged | None of these shares are pledged as security |
| Hedging/Pledging Policy | Hedging, shorting, derivatives, margin accounts, and pledging are prohibited by insider trading policy |
| Stock Ownership Guidelines | Not disclosed in DEF 14A |
Outstanding equity awards (detail)
- Options: 581,000 options at $1.11 expiring Apr 9, 2028; 75,000 options at $6.28 expiring May 20, 2031 .
- RSUs: 47,500 unvested shares; market value $138,700 at $2.92 as of 9/30/24 .
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement | Initial term 3 years starting Nov 1, 2020; auto‑renews for one‑year terms unless earlier terminated |
| Base Salary in Agreement | Initial base salary $525,000 in year 1; 7% increase on each anniversary of commencement |
| Termination – Without Cause | Final compensation plus severance equal to base salary for remaining period of the term (subject to release) |
| Change of Control | If termination within 1 year after CoC: severance equals greater of remaining term or 2× current base salary (subject to release) |
| Good Reason | Executive may resign for Good Reason and receive same severance terms as Without Cause (subject to release) |
| For Cause / Voluntary (no Good Reason) / Death/Disability | Final compensation only; no additional severance |
| Equity on Termination/CoC | Board may accelerate vesting/settlement of outstanding awards, including upon a change in control and related terminations, subject to law and plan terms |
| Clawback | Policy adopted in 2023; recoupment of erroneously paid incentive‑based compensation upon financial restatement, regardless of fault |
Board Service & Governance
| Item | Detail |
|---|---|
| Board Role | Director since Dec 21, 2017; Chairman of the Board; CEO |
| Independence | Not independent (executive officer); majority of Board is independent |
| Lead Independent Director | Mark Greenberg |
| Committees | Not a member of Audit, Compensation, or Nominating Committees (all independent) |
| Meeting Attendance (FY2024) | Board 4/4; committee N/A |
| Executive Sessions | Independent directors met in executive session at each of the four Board meetings in FY2024 |
| Director Pay (for Crawford) | No additional remuneration for serving as director/Chair |
Related Party Transactions (Governance Red Flag)
- Quipt subsidiaries maintain six market‑rate leases (office/warehouse/retail; 74,520 sq. ft.) with Greg Crawford, LLC, a rental company 100% beneficially owned through a trust over which Gregory Crawford exercises control; five leases renewed in Dec 2022 for seven years (to Sept 30, 2029), one expires June 2026; approx. $65,000 monthly payments with annual increases of the greater of CPI‑U or 3%; aggregate periodic payments due on or after FY2024 start totaled $4,566,725 (and $349,335 for FY2023) .
Compensation Committee Analysis
- Composition: Kevin Carter (Chair), Brian Wessel, Mark Greenberg; all members independent under NI 52‑110, Nasdaq, and Exchange Act Rule 10C‑1 .
- Mandate includes CEO goal‑setting and evaluation, setting executive pay, administering incentive plans, reviewing severance/CoC arrangements, risk review of incentives, oversight of shareholder engagement on pay; may engage independent compensation advisors .
Investment Implications
- Alignment and retention: Crawford owns 8.4% of outstanding shares, with no pledging, and a policy prohibiting hedging/pledging—strong skin‑in‑the‑game signals; severance provides 2× base salary on double‑trigger CoC, supporting retention but creating potential deal‑related cost .
- Near‑term selling pressure: 95,000 RSUs are scheduled to be issued by March 15, 2025, and 47,500 unvested RSUs vested on Nov 20, 2024 and Feb 20, 2025—potential incremental float/supply to monitor around vesting windows .
- Pay‑for‑performance transparency: Bonuses are discretionary and metrics/weightings are not disclosed; there were no new equity grants in FY2024 under the 2024 EIP, and 2024 bonus outcomes were TBD as of the proxy—limits visibility into incentive rigor near term .
- Governance risks mitigated: Combined CEO/Chair role is flagged, but Board maintains a Lead Independent Director, independent committees, executive sessions, and an SEC/Nasdaq‑compliant clawback; however, related‑party leases with entities controlled by Crawford represent a continuing governance overhang to monitor for fairness and Audit Committee oversight .