Nitin Kaushal
About Nitin Kaushal
Independent director since December 2017; age 59; Audit Committee Chair and member of the Corporate Governance & Nominating (CG&N) Committee. Former Managing Director at PWC Corporate Finance Inc. (2012–2020) and EVP/Managing Director at Medwell Capital Inc. (2010–2012); prior senior roles in Canadian healthcare-focused investment banking and private equity/venture capital. Holds a B.Sc. (Chemistry) from the University of Toronto and is a Chartered Accountant; designated by the Board as an SEC “audit committee financial expert.” Residence: Richmond Hill, Ontario .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PWC Corporate Finance Inc. | Managing Director | 2012–2020 | Corporate finance leadership; healthcare deal experience |
| Medwell Capital Inc. | EVP & Managing Director | May 2010–Mar 2012 | Investment management; healthcare focus |
| Desjardins, Orion, Vengate, HSBC Securities, Gordon Capital | Senior roles (investment banking) | Various (prior years) | Healthcare capital markets and advisory expertise |
| MDS Capital Corp. | Private equity/venture role | Prior years | PE/VC investing; healthcare exposure |
| Pricewaterhouse (PwC) | M&A, valuation, audit groups | Prior years | Accounting, valuation, and audit skillset |
External Roles
| Company | Listing(s) | Role | Committees/Notes |
|---|---|---|---|
| High Tide Inc. | NASDAQ: HITI; TSXV: HITI; FSE: 2LYA | Director | Current reporting issuer directorship |
| Everyday People Financial Corp. | TSXV: EPF | Director | Current reporting issuer directorship |
| Synergy CHC Corp. | NASDAQ: SNYR | Director | Current reporting issuer directorship |
Board Governance
- Committee assignments: Audit Committee Chair; CG&N Committee member; both committees comprised entirely of independent directors per NASDAQ and NI 52-110/58-101 .
- Audit Committee “financial expert”: Board determined Kaushal is qualified under SEC rules; committee members meet NASDAQ and Rule 10A-3 independence standards .
- Meeting attendance (2024): Board 4/4; Audit 5/5. CG&N attendance not listed (table shows N/A for Kaushal in 2024; membership currently disclosed) .
- Related-party oversight: Audit Committee reviews/approves related party transactions; none >$120,000 since 1/1/2024 and no material interests by directors/nominees disclosed .
- Insider Trading Policy: Prohibits pledging, hedging, margin and options trading; blackout compliance required .
| 2024 Attendance | Board | Audit | Compensation | CG&N |
|---|---|---|---|---|
| Nitin Kaushal | 4/4 | 5/5 | N/A | N/A (not listed for 2024 attendance table) |
Fixed Compensation
| Component (Independent Director) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $92,000 | Standard for independent directors |
| Audit Committee Chair fee | $25,000 | Chair fee schedule |
| Total cash fees paid (2024) | $117,000 | Reported for Kaushal |
| Meeting fees | $0 | No meeting fees; travel reimbursed |
Performance Compensation
| Equity Award | Grant/Outstanding | Number | Fair Value | Vesting/Terms |
|---|---|---|---|---|
| RSUs (2024 grant) | Granted in 2024 | 15,732 RSUs outstanding | $115,001 grant date fair value | Vests August 20, 2025 |
| Stock Options | Outstanding (prior grants) | 50,000 | $0 option awards in 2024 | Options outstanding; strike/expiry not disclosed here |
| Director equity plan limit | N/A | — | US$500,000 annual cap (aggregate cash+equity awards) | 2024 Omnibus Plan limit for non-employee directors |
No director performance metrics are disclosed for RSU awards; NEO pay uses Revenue, Adjusted EBITDA, and Net Income metrics, but these are not stated as conditions for director equity .
Other Directorships & Interlocks
| Director | Other Public Boards | Potential Interlocks/Conflicts |
|---|---|---|
| Nitin Kaushal | High Tide Inc.; Everyday People Financial Corp.; Synergy CHC Corp. | No related-party transactions or interlocks with VMD customers/suppliers disclosed; Audit Committee oversees any such transactions . |
Expertise & Qualifications
- Chartered Accountant; designated Audit Committee financial expert (SEC) .
- Deep healthcare capital markets experience (IB/PE/VC) and corporate finance leadership .
- Education: B.Sc. (Chemistry), University of Toronto .
Equity Ownership
| Holder | Shares Beneficially Owned (as of Apr 9, 2025) | % of Shares Outstanding | Options (exercisable ≤60 days) | RSUs Outstanding | Pledged |
|---|---|---|---|---|---|
| Nitin Kaushal | 176,843 | <1% | 50,000 | 15,732 (vest 8/20/2025) | None pledged |
Governance Assessment
- Strengths: Independent director with SEC “financial expert” designation; perfect 2024 Board/Audit attendance; chairs Audit with robust independence and risk oversight; compensation mix balanced with modest cash and equity aligned via RSUs; no related-party transactions or indebtedness; Insider Trading Policy prohibits pledging/hedging .
- Compensation alignment: 2024 cash fees equal base retainer plus audit chair fee ($117k total); equity RSUs ($115,001) vest on a time-based schedule, supporting long-term alignment without disclosed performance conditions for directors .
- Other boards: Multiple outside public directorships; no disclosed conflicts with VMD operations; Audit Committee oversight process in place if transactions arise .
- Risk indicators and RED FLAGS:
- Prior issuer events: Kaushal was a director of 3 Sixty Risk Solutions when an OSC failure-to-file cease trade order was issued (7/15/2020); resigned April 2021. He also served on Flower One Holdings, which entered CCAA to go private in 2022; resigned March 31, 2023. These are background risk indicators rather than current VMD conflicts, but relevant to board-quality diligence .
- Section 16(a) compliance: No delinquent filings disclosed for Kaushal; one late Form 4 cited for another director (Frazier) due to administrative error .
- Ownership pledging/hedging: Policy prohibits; none pledged by Kaushal per beneficial ownership table .
Overall signal: Strong audit oversight and independence with full attendance and financial expertise, balanced director pay structure, and no current related-party exposures. Background involvement in issuers with regulatory/credit events warrants monitoring but no direct VMD conflict disclosed .