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Quantum Biopharma Ltd.(QNTM) - 2024 Q4 - Annual Report
QNTMQuantum Biopharma Ltd.(QNTM)2025-03-28 17:53

Financial Performance - The company reported its financial results for the fiscal year ended December 31, 2024, with detailed analysis available in the 2024 Annual MD&A[514]. - 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 C3.63asofDecember31,2024,comparedtoC3.63 as of December 31, 2024, compared to C100 on December 31, 2020, indicating a significant decline in shareholder value over the period[559]. Executive Leadership - The company’s executive team includes Anthony Durkacz as Co-Executive Chairman and Zeeshan Saeed as CEO, with a focus on strategic leadership[520]. - Donal Carroll resumed the role of CFO on August 30, 2024, after previously serving in various financial leadership roles[527]. - The company has not disclosed any new products or technologies in the current report, but ongoing R&D efforts are highlighted[516]. Compensation and Governance - The company has a compensation philosophy aimed at aligning executive pay with performance, with specific disclosures for NEOs for the year ended December 31, 2024[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,whichincludedasalaryof583,685, which included a salary of 218,635 and share-based awards of 365,050[563].−TheCompensation,NominatingandGovernanceCommitteeevaluatesexecutiveperformanceagainsttheCompany′sgoalsandcomparesitwithothersimilar−sizedreportingissuers[546].−TheCompanyaimstoprovideacompetitivecompensationpackagetoattractandretainqualifiedexecutiveswhilelinkingcompensationtocorporateperformance[543].−TheCompanydoesnothavefixedcriteriafordeterminingcompensation,optinginsteadforacontextualanalysisbasedonvariousfactors[547].−TheBoardbelievesthatthecompensationlevelsfordirectorsandexecutiveofficersshouldnotbedirectlycomparedtomarketperformanceduetoexternalfactorsaffectingstockprices[559].BoardStructureandResponsibilities−Thecompany’sboardincludesmemberswithextensiveexperienceinhealthcare,finance,andstrategicmanagement,enhancingitsgovernance[520][529].−Therearenofamilyrelationshipsamongtheexecutiveofficersordirectors,ensuringaprofessionalgovernancestructure[536].−TheBoardconsistsofsevenmembers,withfourbeingindependentdirectors[598][599].−TheBoardisresponsibleforoverseeingthedevelopmentoftheCompany′sstrategicplanandensuringmanagementmeetscorporateobjectives[595].−TheBoardhasadoptedaCodeofConductandEthicstoguideethicalbusinessconductandcompliancewithapplicablelaws[617].−TheBoard′smandateincludesassessingtheeffectivenessofitscommitteesandindividualdirectors[607].−TheCompensation,NominatingandGovernanceCommitteeisresponsibleforrecommendingcandidatesforBoardnominationandensuringtheBoard′seffectiveness[640][641].EmployeeRelationsandWorkforce−AsofDecember31,2024,thecompanyhadsevenfull−timeemployees,adecreasefrom17in2022,withresearchanddevelopmentstaffreducedfrom12to2[655][656].−Thecompanymaintainsgoodrelationswithitsemployees,withnoemployeesrepresentedbycollectivebargainingagreements[655].−ThecompanydoesnothaveanywomenontheBoardorinexecutiveofficerpositions,representing0365,050[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 a competitive compensation package to attract and retain qualified executives while linking compensation to corporate performance[543]. - The Company does not have fixed criteria for determining compensation, opting instead for a contextual analysis based on various factors[547]. - The Board believes that the compensation levels for directors and executive officers should not be directly compared to market performance due to external factors affecting stock prices[559]. Board Structure and Responsibilities - The company’s board includes members with extensive experience in healthcare, finance, and strategic management, enhancing its governance[520][529]. - There are no family relationships among the executive officers or directors, ensuring a professional governance structure[536]. - 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]. - The Board has adopted a Code of Conduct and Ethics to guide ethical business conduct and compliance with applicable laws[617]. - The Board's mandate includes assessing the effectiveness of its committees and individual directors[607]. - The Compensation, Nominating and Governance Committee is responsible for recommending candidates for Board nomination and ensuring the Board's effectiveness[640][641]. Employee Relations and Workforce - As of December 31, 2024, the company had seven full-time employees, a decrease from 17 in 2022, with research and development staff reduced from 12 to 2[655][656]. - The company maintains good relations with its employees, with no employees represented by collective bargaining agreements[655]. - The company does not have any women on the Board or in executive officer positions, representing 0%[654]. - The company has not adopted a term limit for directors, considering the benefits of renewal in the context of the Board's needs[649]. - The company does not have specific targets for appointing women to the Board or in executive officer positions[653]. Risk Management - 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 markets[799]. Audit and Compliance - The Audit Committee meets quarterly to review and approve the unaudited interim and annual audited financial statements, ensuring management fulfills its financial reporting responsibilities[627][628]. - The Audit Committee pre-approved all audit services provided by independent auditors for the fiscal year ended December 31, 2024[637]. - The company established a 401(k) plan on January 31, 2021, which was terminated on December 31, 2021, and currently has no pension plans[579]. - The annual cost for directors' and officers' liability insurance was C108,000 for the year ended December 31, 2024[588]. - Each director is entitled to an annual retainer of C$50,000, which can be paid in cash, share-based compensation, or a combination of both[591].