Nitin Kaushal
About Nitin Kaushal
Independent director since October 2024; age 59 as of April 17, 2025; President of Anik Capital Corp. since March 2020; retired PwC (Canada) Managing Director, Corporate Finance (April 2012–February 2020). Holds a BSc in Chemistry from the University of Toronto and is a Canadian Chartered Accountant; designated by the Board as an “audit committee financial expert.” Attendance met the ≥75% threshold in 2024; Board held 1 meeting and Audit Committee held 1 meeting in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP (Canada) | Managing Director, Corporate Finance | Apr 2012–Feb 2020 | Retired; experience contributed to audit committee financial expertise designation |
| Desjardins Securities Inc.; Orion Securities Inc.; Vengate Capital; HSBC Securities Inc.; Gordon Capital | Senior roles (investment banking/venture capital/consulting) | Not specified (prior years) | 35+ years in financial services enhances governance/financial reporting perspective |
| MDS Capital Corp. | Venture capital industry role | Not specified | Additional perspective on governance and management issues |
| Anik Capital Corp. | President | Since Mar 2020 | Current operating role; finance expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| VieMed Healthcare, Inc. | Director | Current | Committees not disclosed |
| High Tide Inc. | Director | Current | Committees not disclosed |
| Everyday People Financial Inc. | Director | Current | Committees not disclosed |
Board Governance
- Committee leadership: Chairs Audit Committee and Compensation Committee; member of Nominating and Corporate Governance Committee. Audit Committee members (including Kaushal) meet SEC/Nasdaq independence requirements; Kaushal designated an “audit committee financial expert.”
- Meeting cadence/attendance: 2024 Board meetings: 1; Audit Committee meetings: 1; Compensation and Nominating committees: none; no director attended fewer than 75% of applicable meetings.
- Board leadership/risk oversight: CEO also serves as Chair; board actively involved in day-to-day oversight given small company size; audit committee oversees related-party transactions per charter.
| Committee | Membership | Chair | Meetings (2024) |
|---|---|---|---|
| Audit | Kaushal; SoRelle; Woodburn | Kaushal | 1 |
| Compensation | Kaushal; SoRelle; Woodburn | Kaushal | — |
| Nominating & Corporate Governance | SoRelle; Kaushal; Woodburn | SoRelle | — |
Fixed Compensation
- Director compensation policy approved December 5, 2024: non‑employee directors receive cash retainers and RSU awards under 2024 Plan; fees paid quarterly in arrears. No non‑employee director compensation was paid for FY2024.
- RSUs awarded under the 2024 Plan; type specified for directors.
| Component | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $25,000 | Non‑employee directors |
| Audit Committee Chair Cash Retainer | $50,000 | Additional to board retainer |
| Compensation Committee Chair Cash Retainer | $0 | No incremental chair fee |
| Nominating & Corporate Governance Chair Cash Retainer | $0 | No incremental chair fee |
| Annual Equity Award (RSUs) | $25,000 | Non‑employee directors; RSUs under 2024 Plan |
| Additional Equity (Audit Chair, RSUs) | $100,000 | Incremental RSUs for Audit Chair |
| FY2024 Director Pay | $0 | No non‑employee director compensation paid in FY2024 |
Performance Compensation
- No performance metrics tied to non‑employee director compensation are disclosed; director equity awards are RSUs, not performance‑vested. The 2024 Plan permits performance awards generally, but director policy specifies RSUs.
| Performance Metric | Target | Weight | Payout Curve | Status |
|---|---|---|---|---|
| Not disclosed for director awards | — | — | — | No performance-based metrics disclosed for directors |
Other Directorships & Interlocks
- Current public company boards: VieMed Healthcare, Inc.; High Tide Inc.; Everyday People Financial Inc.
- Interlocks/conflicts: No related-party transactions or business dealings disclosed involving Kaushal; audit committee charged with reviewing related-party transactions generally.
Expertise & Qualifications
- Audit committee financial expert (SEC definition) based on public company experience; Board confirmed independence for audit and compensation committees.
- Chartered Accountant (Canada); BSc Chemistry (University of Toronto); 35+ years across investment banking, venture capital, consulting; senior roles at multiple financial institutions.
Equity Ownership
- Beneficial ownership: no shares reported for Nitin Kaushal as of April 21, 2025.
- 10b5‑1/trading plans: one director had a plan in effect as of the record date; identity not specified. Company prohibits hedging and pledging, with limited exceptions.
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Nitin Kaushal | — | — |
Governance Assessment
- Strengths: Independent director with deep finance background; chairs both Audit and Compensation Committees; designated audit committee financial expert; committee independence affirmed by Board; 2024 attendance met Company’s 75% threshold; adoption of an executive clawback policy and robust equity plan governance enhances oversight.
- Alignment/incentives: Audit Chair receives additional RSUs ($100,000) plus cash chair retainer ($50,000), which increases equity exposure and potential alignment but warrants monitoring for perceived independence given Chair’s dual leadership roles.
- Risks/RED FLAGS (company-level context Kaushal must oversee): Extensive related‑party transactions with the CEO’s controlled entities and significant financing/royalty arrangements with a >10% holder (Knight) elevate conflict risk; Audit Committee (chaired by Kaushal) is responsible for reviewing/approving related‑party transactions going forward.
- Process signals: Board did not hold an annual meeting in 2024; combined CEO/Chair structure persists due to small company size; emphasizes need for strong independent committee leadership and executive sessions to counterbalance management influence.