Document

DEF 14A 1 proxydef14a2022.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES

EXCHANGE ACT OF 1934 (Amendment No. )

Filed by the Registrant [X] Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement

[_] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to §240 Rule 14a-12

HESKA CORPORATION

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

[X] No fee required.

[_] Fee paid previously with preliminary materials.

[_] Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

March 21, 2022

Dear Heska Corporation Stockholder:

I am pleased to invite you to attend the 2022 Annual Meeting of Stockholders of Heska Corporation. The meeting is to be held on Wednesday, May 4, 2022, at 9:00 a.m., MDT, virtually. The meeting is online only, with no physical meeting location. You will be able to attend the meeting and vote your shares by logging on to http://meetnow.global/M7WVHGD.

We encourage you to indicate your voting preferences as soon as possible as described in the enclosed proxy statement if you do not plan to attend the Annual Meeting virtually.

Details regarding the Annual Meeting and the business to be conducted are more fully described in the accompanying Notice of 2022 Annual Meeting and Proxy Statement. This Notice and all proxy materials in connection with this Annual Meeting are available at https://materials.proxyvote.com/42805E.

Your vote is important, so please act at your first opportunity. Whether or not you plan to virtually attend the Annual Meeting, I hope you will indicate your voting preferences as soon as possible. You may vote by proxy or virtually at the Annual Meeting. Please review the instructions in the Proxy Statement and on the proxy card regarding your voting options.

Thank you for your ongoing support of, and continued interest in, Heska Corporation.

Sincerely,

Scott W. Humphrey

Chair of the Board of Directors,

Heska Corporation

Loveland, Colorado


YOUR VOTE IS IMPORTANT ___________________ In order to ensure your representation at the Annual Meeting if you will not attend virtually, please follow the corresponding instructions on any enclosed proxy card to indicate your voting preferences.


NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS

Important Notice Regarding the Availability of Proxy Materials for the 2022 Annual Meeting of Stockholders of Heska Corporation to be held on May 4, 2022. The Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 are available at https://materials.proxyvote.com/42805E.

TIME

9:00 a.m., MDT, on Wednesday, May 4, 2022

PLACE

Virtually, at http://meetnow.global/M7WVHGD

ITEMS OF BUSINESS

To elect the eight Directors named in this proxy statement to a one-year term.

To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.

To amend the Heska Corporation Equity Incentive Plan to increase the number of shares authorized for issuance thereunder by 100,000 shares.

To approve our executive compensation in a non-binding advisory vote.

To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

RECORD DATE

You can vote if you were an eligible stockholder at the close of business on March 7, 2022.

VOTING BY PROXY

If you do not plan to attend the Annual Meeting, please submit a proxy card appointing a proxy as soon as possible so that your shares can be voted at the Annual Meeting in accordance with your instructions. For specific instructions on voting, please refer to the instructions on the proxy card or the enclosed materials.


March 21, 2022			By Order of the Board of Directors

			Christopher D. Sveen Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary, Heska Corporation; President, Diamond Animal Health

TABLE OF CONTENTS


PROXY STATEMENT			1
ABOUT THE ANNUAL MEETING			1
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE 2021 ANNUAL MEETING			1
BOARD STRUCTURE AND COMMITTEES			7
DIRECTOR COMPENSATION			13
PROPOSAL NO. 1			15
PROPOSAL NO. 2			18
PROPOSAL NO. 3			19
PROPOSAL NO. 4			26
EXECUTIVE COMPENSATION			27
COMPENSATION COMMITTEE REPORT			37
PAY RATIO DISCLOSURE			44
AUDITOR FEES AND SERVICES			44
REPORT OF OUR AUDIT COMMITTEE			46
OWNERSHIP OF SECURITIES - COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			48
SIGNIFICANT RELATIONSHIPS AND TRANSACTIONS WITH DIRECTORS, OFFICERS OR PRINCIPAL STOCKHOLDERS			49
OTHER MATTERS			50
OTHER INFORMATION			50
ANNUAL REPORT ON FORM 10-K			51
APPENDIX A: Heska Corporation Equity Incentive Plan (As Amended)			A-1

-i-

PROXY STATEMENT

ABOUT THE ANNUAL MEETING

This proxy statement is being furnished to holders of all classes of common stock, $0.01 par value per share, of Heska Corporation ("Heska" or the "Company"). Proxies are being solicited on behalf of the Board of Directors of the Company (the "Board") to be used at the Annual Meeting of Stockholders (the "Annual Meeting") to be held virtually on Wednesday, May 4, 2022, at 9:00 a.m., MDT. Stockholders may participate online by logging onto http://meetnow.global/M7WVHGD, where you will be able to listen to the meeting live and vote online. To participate in the Annual Meeting, you will need the 15-digit control number included in the Notice of Internet Availability of Proxy Materials or on the proxy card that you request and receive by mail or email. There will be no physical meeting location.

At the Annual Meeting, you will be asked to (1) elect the eight Directors named in this proxy statement to a one-year term; (2) ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022; (3) approve an amendment of the Heska Corporation Equity Incentive Plan to increase the number of shares authorized for issuance thereunder by 100,000 shares (the "Stock Plan Amendment"); and (4) approve our executive compensation in a non-binding advisory vote.

This proxy statement and the accompanying proxy card are being made available to our stockholders of record entitled to vote at the Annual Meeting on or about March 21, 2022.

We are furnishing proxy materials to most of our stockholders via the Internet by mailing a Notice of Internet Availability of Proxy Materials, instead of mailing copies of those materials. The Notice of Internet Availability of Proxy Materials directs stockholders to a website where they can access our proxy materials, including our proxy statement and our Annual Report on Form 10-K, and view instructions on how to vote via the Internet, mobile device, or by telephone. The Notice of Internet Availability of Proxy Materials also includes information on how to attend the meeting virtually and vote online. If you received a Notice of Internet Availability of Proxy Materials and would prefer to receive a paper copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. We encourage you to register to receive all future stockholder communications electronically, instead of in print. This means that access to the proxy statement, Annual Report on Form 10-K, and other correspondence will be delivered to you via email.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on Wednesday, May 4, 2022:

______________

The proxy statement, proxy card and Annual Report on Form 10-K are available at https://materials.proxyvote.com/42805E.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS

AND THE 2022 ANNUAL MEETING

Q: What is the purpose of these materials?

A: The Board is providing these proxy materials for you in connection with Heska’s upcoming 2022 Annual Meeting. Eligible stockholders of record as of the close of business on March 7, 2022 (the “Record Date”), are invited to attend the Annual Meeting and are entitled and requested to vote on the items of business to be conducted at the Annual

Meeting.

Q: Why did I receive a Notice of Internet Availability of Proxy Materials regarding the Internet availability of proxy materials instead of a full set of printed proxy materials?

A: In accordance with the rules of the Securities and Exchange Commission, instead of mailing

a printed copy of our proxy materials to all of our stockholders, we have elected to furnish such materials to selected stockholders by providing access to these documents over the Internet through the notice and access process. Accordingly, commencing on or about March 21, 2022, we sent a Notice of Internet Availability of Proxy Materials (the “Notice”) to most of our stockholders. These stockholders have the ability to access the proxy materials on a website referred to in the Notice and to download printable versions of the proxy materials or to request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy of the materials from us may be found in the Notice.

Q: When and where is the Annual Meeting?

A: The Annual Meeting will be held virtually, at http://meetnow.global/M7WVHGD, on Wednesday, May 4, 2022, at 9:00 a.m., MDT. To virtually gain entry to the Annual Meeting, you will need the 15-digit control number included in the Notice or on the proxy card that you request and receive by mail or email.

Q: What information is contained in our proxy materials?

A: The information included in this proxy statement relates to the proposals to be voted on at the 2022 Annual Meeting, the voting process, the compensation of our Directors and most highly paid Executive Officers, and certain other required information. Our Annual Report on Form 10-K for the year ended December 31, 2021 (our "2021 Form 10-K"), as filed with the Securities and Exchange Commission (the "SEC"), is also included on the website referred to in the Notice.

Q: What items of business will be voted on at the Annual Meeting?

A: The items of business scheduled to be voted on at the Annual Meeting are:

(1)The election of the eight nominees named in this proxy statement to serve on our Board of Directors, each for a one-year term;

(2)The ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022;

(3)The approval of the Stock Plan Amendment; and

(4)The approval of our executive compensation in a non-binding advisory vote.

We will also transact such other business as may properly come before the 2022 Annual Meeting or any adjournment or postponement thereof.

Q: How does the Board recommend I vote on the proposals?

A: The Board recommends that you vote FOR the election of the eight Director nominees named in this proxy statement, FOR the ratification of Grant Thornton LLP as the Company's independent registered public accounting firm, FOR the approval of the Stock Plan Amendment, and FOR the approval of the Company's executive compensation.

Q: What classes of stock does Heska's Charter authorize?

A: Our Charter authorizes three classes of stock. First, our Charter authorizes a class of Traditional Common Stock and defines it as the "Original Common Stock". We will refer to this class of stock in these proxy materials as the "Original Common Stock". Second, our Charter authorizes a class of Public Common Stock and defines it as the "Common Stock" or the "NOL Restricted Common Stock". We will refer to this class of stock in these proxy materials as the "Public Common Stock" or the "NOL Restricted Common Stock". Third, our Charter authorizes a class of Preferred Stock. We refer to this class of stock in these proxy materials as the "Preferred Stock". For the purpose of these proxy materials, references to "Common Stock" mean collectively Original Common Stock and Public Common Stock.

Q: Who is an eligible stockholder entitled to vote at the Annual Meeting?

A: Stockholders of record of our Common Stock as of the close of business on March 7, 2022, the record date, will be entitled to notice of, and to vote at, the Annual Meeting. If your shares of Common Stock are registered directly in your name with Computershare Trust Company, N.A. ("Computershare"), our registrar and transfer agent, you are considered a stockholder of record with respect to those shares. Some stockholders hold shares through a bank, broker, or other nominee, and are often said to hold these shares in “street name.” These stockholders are considered “beneficial owners” of those shares of Common Stock. If you held shares of Common Stock as a beneficial owner in street name as of the close of business on March 7, 2022, you must obtain a legal proxy, executed in your favor, from the holder of record of those shares at that time to be entitled to vote those shares of Common Stock at the Annual Meeting. Each stockholder is entitled to one vote for each share of Common Stock held on the Record Date. As of the Record Date, 10,786,310 shares of our Common Stock were issued and outstanding; and no shares of Preferred Stock were issued and outstanding. A list of stockholders entitled to vote at the Annual Meeting will be available at the Annual Meeting and for ten days prior to the meeting during normal business hours at our offices at 3760 Rocky Mountain Avenue, Loveland, Colorado 80538, and during the Annual Meeting accessible at http://meetnow.global/M7WVHGD. As a result of the ongoing COVID-19 pandemic, we expect that our offices may generally remain closed through the date of the Annual Meeting. If you wish to examine the list, you may contact our Corporate Secretary, and arrangements will be made for you to review the list.

If you own Common Stock of record, you will be able to virtually gain entry to the Annual Meeting by entering the 15-digit control number found on the Notice. If you own Common Stock in street name, in order to gain entry you must present proof of beneficial stock ownership as of the record date to Computershare prior to the Annual Meeting.

Q: Can eligible stockholders who are unable or unwilling to attend the Annual Meeting vote?

A: Yes, such stockholders may vote by proxy.

Q: How can I direct a vote by proxy?

A: If you are a record holder you may: (a) indicate your voting preferences, sign and date each proxy card by following the corresponding instructions on each proxy card you receive by request and return each such proxy card in the postage prepaid envelope or by other means acceptable to Computershare; (b) indicate your voting preferences via the telephone by following the corresponding instructions; (c) indicate your voting preferences via the Internet prior to the Annual Meeting by following the corresponding instructions on the Notice; or (d) vote during the Annual Meeting by clicking the "Cast Your Vote" link.

If you have shares held in street name, you should indicate your vote for the shares via any procedure(s) adopted by your broker, bank or other nominee. These may include directing proxy votes by mail, telephone or the internet.

Q: How can I change my proxy vote or revoke my proxy?

A: If you are a record holder, you have the right to revoke your proxy and change your voting instructions at any time before the meeting by notifying our Secretary, returning a later-dated proxy card, updating your vote via the telephone by following the corresponding instructions or updating your vote via the Internet by following the corresponding instructions on the Notice. You may also revoke your proxy and change your vote by voting at the Annual Meeting.

For shares held in street name, you should follow any corresponding procedure(s) adopted by your broker, bank or other nominee.

Q: Who can help answer my questions?

A: If you have any questions about the Annual Meeting or how to vote or revoke your proxy, you should contact:

Heska Corporation

Attn: Secretary

3760 Rocky Mountain Avenue

Loveland, Colorado 80538

(970) 493-7272

InvestorRelations@Heska.com

If you need printed copies of this proxy statement or voting materials, please contact our Secretary as described above.

Q: What does it mean if I get more than one proxy card?

A: It probably means that you hold shares of Common Stock in more than one account. Direct your votes on all proxies to ensure that all of your shares are voted if you do not plan to attend the Annual Meeting.

Q: Who will serve as inspector of elections?

A: The inspector of elections will be a representative of Computershare, our registrar and transfer agent.

Q: How do you expect votes will be counted for quorum and other purposes?

A: Shares underlying proxies containing directions indicating a “for”, “withhold” (in the case of Proposal No. 1), “against”, or “abstain” vote, as well as any legitimate proxies without any voting instructions, will be counted as “present” for purposes of determining a quorum.

If you hold shares in street name through a broker, bank or other nominee, your broker, bank or nominee may not be permitted by law, rule or policy to exercise voting discretion with respect to certain matters to be acted upon at the Annual Meeting that are not considered to be “routine” matters. If you do not give your broker, bank or nominee specific instructions, your underlying shares may not be voted on those matters, potentially resulting in so-called "broker non-votes." The proposals in this proxy statement regarding the election of directors, the approval of the Stock Plan Amendment and the advisory vote concerning executive compensation are not considered to be routine matters.

Pursuant to our bylaws, abstentions or broker non-votes on a given matter will be treated as not present or entitled to vote on such matter, but shall be treated as present and entitled to vote for all other purposes. Therefore, withheld votes, abstentions or broker non-votes will not affect the outcome of the vote on such matters.

We suggest you clearly indicate your voting preferences on all matters to help ensure your voting preferences are accurately recorded.

Q: What are the quorum and voting requirements for the Annual Meeting?

A: The holders of a majority of the issued and outstanding shares of our Common Stock, present virtually or represented by proxy at the Annual Meeting, will constitute a quorum for the transaction of business at the Annual Meeting.

The election of Directors presented in Proposal No. 1 is to be determined by a plurality of the votes of the shares of Common Stock having voting power present virtually or represented by proxy at the Annual Meeting and entitled to vote on the subject matter (a "Plurality Vote"). This means that the eight nominees with the most votes will be elected. Votes may be cast for or withheld from each nominee, but a withheld vote or a broker non-vote will not affect the outcome of the election of directors at the Annual Meeting.

The ratification of the selection of our independent registered public accounting firm for fiscal 2022 in Proposal No. 2 is to be approved by the vote of a majority of the shares of our Common Stock present virtually or by proxy, and entitled to vote on the subject matter (a "Voting Majority"). Abstentions and broker non-votes, if any, will have no effect on the outcome of the vote for this proposal.

Nasdaq rules require stockholder approval by a majority of votes cast to approve the Stock Plan Amendment in Proposal No. 3. Our bylaws require approval by a Voting Majority. Abstentions and broker non-votes will not affect the outcome of the vote for this proposal.

Approval of our executive compensation in a non-binding advisory vote in Proposal No. 4 is to be obtained by the vote of a Voting Majority. Abstentions and broker non-votes will have no effect on the vote for this proposal.

Q: What happens if additional matters are presented at the 2022 Annual Meeting?

A: Other than the four specific items of business described in this proxy statement, we are not aware of any other business to be acted upon at the 2022 Annual Meeting. If other business properly comes before the Annual Meeting, the persons named in the form of proxy will vote in accordance with their best judgment.

Q: What happens if a nominee for Director is unable to stand for election?

A: If for any unforeseen reason any nominee is unwilling or unable to serve as a Director, the persons named as proxyholders may vote your proxy for such other candidate or candidates who may be nominated by the Board, although the proxyholders retain full discretion to vote as they may determine. Alternatively, the Board may reduce the size of the Board, or the proxies may vote just for the remaining nominees, leaving a vacancy that the Board may fill at a later date. However, we have no reason to believe that any of the nominees will be unwilling or unable to serve if elected as a Director.

Q: Where can I find the voting results of the meeting?

A: We intend to announce preliminary voting results at the Annual Meeting, and publish final voting results in a Current Report on Form 8-K (a "Form 8-K") to be filed with the SEC within four business days after the Annual Meeting. If final voting results are not available within four business days after the Annual Meeting, we intend to publish preliminary voting results in a Form 8-K to be filed with the SEC on the fourth business day following the Annual Meeting and then publish final voting results in a Form 8-K to be filed with the SEC within four business days following the final voting results becoming known.

Q: Who bears the costs of soliciting votes for the Annual Meeting?

A: Heska is making this solicitation and will pay the entire cost of the solicitation. If requested, certain of our directors and employees may solicit proxies on our behalf in person, by mail, telephone, email, facsimile or other means. No additional compensation will be paid to these people for such solicitation. We have engaged Morrow Sodali LLC, 333 Ludlow St, Stamford, CT 06902 ("Morrow Sodali") to solicit proxies on our behalf for a fee of $12,500, plus variable amounts for additional proxy solicitation services. Upon request, we will also reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to stockholders.

Q: May I propose actions for consideration at next year's Annual Meeting or nominate individuals to serve as Directors?

A: Yes. You may submit proposals, including Director nominations, for consideration at future stockholder meetings. All proposals or nominations should be addressed to: Secretary, Heska Corporation, 3760 Rocky Mountain Avenue, Loveland, Colorado 80538.

Stockholder Proposals: For a stockholder proposal to be considered for inclusion in our proxy statement for the annual meeting next year, the written proposal must be received by our Secretary at our principal executive offices under either (1) Rule 14a-8 (a "Rule 14 Proposal") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or (2) the Bylaws of Heska (a "Bylaws Proposal"). A Rule 14 Proposal must be received by our Secretary at our principal executive offices no later than November 21, 2022. If the date of next year's annual meeting is moved more than 30 days before or after the anniversary date of this year's annual meeting, the deadline for inclusion of proposals in our proxy statement is instead a reasonable period of time before we begin to print and mail our proxy materials. Such proposals will also need to comply with Rule 14a-8 under the Exchange Act regarding the inclusion of stockholder proposals in company-sponsored

proxy materials. For a Bylaws Proposal, the stockholder must deliver a written notice of intent to propose such action in accordance with our Bylaws, which in general require that the notice be received by us not less than 60 days nor more than 90 days prior to the first anniversary of the date on which notice of the prior year's annual meeting was mailed to stockholders. These proxy materials for the Annual Meeting are to be mailed on or about March 21, 2022. This means that for the 2023 Annual Meeting of Stockholders, any such proposal must be received no earlier than December 21, 2022 and no later than January 20, 2023.

Director Nominees: You may propose Director candidates for consideration by the Board's Corporate Governance Committee. Any such recommendations should be directed to our Secretary at our principal executive offices. In addition, you may nominate a Director for consideration by Heska's stockholders if you give timely and adequate notice to our Secretary of your intention to make such nomination in accordance with our Bylaws, which require that the notice be received by the Secretary within the time periods for a Bylaws Proposal described above under "Stockholder Proposals" and with the detail regarding your nomination as is required by our Bylaws. In addition to satisfying the deadlines in the advance notice provisions of our bylaws, a stockholder who intends to solicit proxies in support of nominees submitted under these advance notice provisions must provide the notice required under Rule 14a-19 to our Secretary no later than March 5, 2023.

Copy of Bylaw Provisions: You may contact our Secretary at our principal executive offices for a copy of the relevant Bylaw provisions regarding the requirements for making stockholder proposals and nominating Director candidates. A copy of our current Bylaws has also been filed with the SEC and is included as an exhibit with our 2021 Form 10-K. This document is accessible at the website of the SEC at www.sec.gov.

BOARD STRUCTURE AND COMMITTEES

Our Board has three standing Committees, each of which is chaired by an independent Director: (1) Audit (the "Audit Committee"), (2) Compensation (the "Compensation Committee") and (3) Corporate Governance (the "Corporate Governance Committee"). The membership during 2021 and the function of each Committee are described below. Our Board held seven meetings during 2021. Our Board currently has eight Directors, with terms set to expire in 2022: Scott W. Humphrey, Chair, Robert L. Antin, Stephen L. Davis, Dr. Joachim A. Hasenmaier, Mark F. Furlong, Sharon J. Maples (formerly Larson), David E. Sveen, Ph.D., and Kevin S. Wilson. We encourage our directors to attend each Annual Meeting and all of our Directors who were on the Board at the time of the meeting attended our last Annual Meeting of Stockholders in May 2021 via webcast or telephone. All Board members (during the periods that he or she served) attended at least 75% of all Board and applicable Committee meetings during 2021.

Board Leadership Structure

We separate the role of Chair of the Board and Chief Executive Officer. Scott W. Humphrey serves as the Chair of our Board, while Kevin S. Wilson serves as our Chief Executive Officer. In considering the separation of the Chair of the Board and Chief Executive Officer roles, the Board considered corporate governance, potential conflicts of interest and time management questions.

Board Risk Oversight

Our business, including risk oversight, is conducted with the advice, counsel and direction of our Board. The formal channel for risk-related information to be communicated to our Board is through our Chief Executive Officer. Our Chief Executive Officer periodically conveys the Company's risks, including credit, liquidity, regulatory, legal, and operational risks, including risks related to the COVID-19 pandemic, to the Board at Board meetings and through other forms of communication, as appropriate. Our Board may also discuss the Company's risks with other members of management as directed by our Chief Executive Officer or as part of another Board function. For example, our Chief Financial Officer has discussed credit and regulatory risk with directors during Audit Committee meetings.

Board Independence

Our Board has determined that the following Directors standing for election have no material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company) and meet the requirements of "independence" as set forth in the rules and regulations promulgated by the SEC and the Nasdaq Stock Market listing standards (the "Nasdaq Listing Standards"): Mr. Humphrey, Mr. Antin, Mr. Davis, Dr. Hasenmaier, Mr. Furlong, and Ms. Maples. In addition, our Board determined that Bonnie J. Trowbridge, who served as a director until the 2021 Annual Meeting of Stockholders, was independent. Dr. Sveen, whose son, Christopher Sveen, is an Executive Officer of the Company, and Mr. Wilson, Heska's Chief Executive Officer and President, are not considered independent.

Audit Committee

Our Audit Committee has the following primary responsibilities and powers:

•appoint and replace our independent auditor;

•compensate and oversee the work of our independent auditor;

•select, retain, compensate, oversee and terminate any other registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attestation services for the Company;

•pre-approve all audit and audit-related services, tax services and permitted non-audit services to be performed by our independent auditor;

•form and delegate authority to subcommittees when appropriate;

•retain special legal, accounting or other advisors;

•make regular reports to the Board, at least annually;

•review and discuss with management and the independent auditor the Company's annual audited financial statements;

•review and discuss with management and the independent auditor the Company's quarterly financial statements;

•review and discuss with management the Company's quarterly earnings press releases prior to their release;

•discuss with management and the independent auditor significant financial reporting issues and judgements made in connection with the preparation of the Company's financial statements;

•receive reports from management regarding, and review and discuss the adequacy and effectiveness of, the Company's disclosure controls and procedures;

•review and discuss quarterly reports from the independent auditors;

•discuss with management and the independent auditor the effect of regulatory and accounting initiatives;

•discuss with management the Company's major financial risk exposures and the steps management has taken to monitor and control such exposures;

•discuss with the independent auditor the matters required to be discussed by PCAOB Auditing Standard No. 1301, Communications with Audit Committees;

•review disclosures made to the Audit Committee by the Company's CEO and CFO during their certification process for the Form 10-K and Form-Q;

•ensure that the independent auditor is informed of the Audit Committee's understanding of the Company's relationships and transactions with related parties;

•oversee relevant related party transactions governed by applicable accounting standards;

•review and evaluate the senior members of the independent auditor team;

•obtain and review a report from the independent auditor at least annually;

•ensure the rotation of the lead (or coordinating) audit partner;

•recommend to the Board policies for the Company's hiring of current or former employees of the independent auditor;

•meet with the independent auditor regarding the planning and staffing of the audit;

•obtain from the independent auditor assurance that Section 10A(b) of the Exchange Act has not been implicated;

•oversee the Company's compliance program with respect to legal and regulatory requirements;

•establish procedures for the receipt, retention and treatment of reports of potential misconduct; and

•discuss with management and the independent auditor any correspondence with regulators or governmental agencies and any published reports that raise material issues regarding the Company's financial statements or accounting policies.

During 2021, our Audit Committee met five times. From February 19, 2020 to February 4, 2021, our Audit Committee consisted of Mr. Furlong, as Chair, Ms. Trowbridge, former Director, and Mr. Humphrey. From February 4, 2021 to May 5, 2021, our Audit Committee consisted of Mr. Furlong, as Chair, Mr. Humphrey, Dr. Hasenmaier, Mr. Davis, and Ms. Trowbridge. From May 5, 2021 to present, our Audit Committee consists of Mr. Furlong, as Chair, Mr. Humphrey, Dr. Hasenmaier, and Mr. Davis.

Our Board has determined that each of the current members of our Audit Committee meets the requirements of "independence" as set forth in Section 10A(m)(3) of the Exchange Act, the rules and regulations promulgated by the SEC and the Nasdaq Listing Standards. Our Board has also determined that each of Mr. Furlong, Mr. Humphrey, and Dr. Hasenmaier are qualified as an audit committee financial expert

within the meaning of the rules and regulations promulgated by the SEC and each has accounting and related financial management expertise within the meaning of the Nasdaq Listing Standards.

Our Audit Committee has a written charter, which is available on our website at www.heska.com (under the tabs — Investors — Company Information — Corporate Governance). The Company's website address provided above is not intended to function as a hyperlink, and the information on the Company's website is not and should not be considered part of this proxy statement and is not incorporated by reference herein.

Compensation Committee

Our Compensation Committee has the following primary responsibilities and powers:

•review and approve the annual base salaries and annual incentive compensation opportunities of the Executive Officers;

•review and approve the following as they affect the Executive Officers: (a) any incentive awards and opportunities, (b) any employment agreements and severance agreements, (c) any change-in-control agreements and change-in-control provisions affecting any elements of compensation and benefits, and (d) any special or supplemental compensation or benefits for Executive Officers and persons who formerly served as Executive Officers;

•review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO's performance in light of those goals and objectives, and recommend to the Board the CEO's compensation levels based on this evaluation;

•review and discuss any Compensation Discussion and Analysis to be included in the Company's proxy statement and Annual Report on Form 10-K;

•produce any annual Compensation Report for including in the Company's proxy statement;

•oversee the Company's compliance with SEC rules and regulations regarding stockholder approval of certain executive compensation matters;

•receive periodic reports on the Company's compensation program as they affect all employees;

•approve and oversee compensation programs involving use of the Company's stock;

•retain, terminate and approve the retention terms and fees of any compensation consultant;

•appoint, compensate and oversee the work of any such compensation consultant, legal counsel or other advisor;

•form and delegate authority to subcommittees when appropriate; and

•make regular reports to the Board.

During 2021, our Compensation Committee met seven times. From February 19, 2020 to February 4, 2021, our Compensation Committee consisted of Ms. Trowbridge, as Chair, Mr. Furlong and Ms. Maples. From February 4, 2021 to May 5, 2021, our Compensation Committee consisted of Ms. Maples, as Chair, Mr. Humphrey, Mr. Furlong, Mr. Antin, and Ms. Trowbridge. From May 5, 2021 to February 22, 2022 our Compensation Committee consisted of Ms. Maples, as Chair, Mr. Antin, Mr. Humphrey and Mr. Furlong. From February 22, 2022 to present, our Compensation Committee consists of Ms. Maples, as Chair, Mr. Humphrey, and Mr. Furlong.

Our Board has determined that each of the current members of our Compensation Committee meets the requirements of "independence" as set forth in the rules and regulations promulgated by the SEC and the Nasdaq Listing Standards.

Our Compensation Committee has a written charter, which is available on our website at www.heska.com (under the tabs — Investors — Company Information — Corporate Governance). The Company's website address provided above is not intended to function as a hyperlink, and the information on the Company's website is not and should not be considered part of this proxy statement and is not incorporated by reference herein.

Corporate Governance Committee

Our Corporate Governance Committee has the following primary responsibilities and powers:

•evaluate the current composition, organization and governance of the Board and its committees, determine future requirements and make recommendations to the Board for approval;

•determine desired Board member skills and attributes and evaluate and propose nominees for election to the Board;

•review Director candidates recommended by stockholders that are submitted in compliance with the Company’s bylaws and stockholder nominations and recommendations policy;

•oversee and administer a bi-annual Board performance evaluation process;

•consider matters of corporate governance and review periodically the Company’s corporate governance guidelines and codes of conduct and ethics and recommend proposed changes to the Board for approval;

•consider questions of possible conflicts of interest of Board members and the Company’s senior executives and review and approve in advance any proposed related party transactions;

•conduct reviews periodically on succession planning and make recommendations to the Board;

•monitor stock ownership guidelines related to Directors that may be adopted by the Board;

•review and advise the Board on Director compensation matters;

•recommend matters for consideration by the Board and regarding the structure of Board meetings;

•form and delegate to subcommittees when appropriate;

•make regular reports to the Board; and

•retain and terminate any search firm used to identify Director candidates.

During 2021, our Corporate Governance Committee met four times. From April 16, 2020 to February 4, 2021 our Corporate Governance Committee consisted of Ms. Maples, as Chair, Mr. Humphrey and Mr. Furlong. From February 4, 2021 to February 22, 2022, our Corporate Governance Committee consisted of Mr. Davis, as Chair, Mr. Antin, Ms. Maples, and Dr. Hasenmaier. From February 22, 2022 to present, our Corporate Governance Committee consists of Mr. Davis, as Chair, Ms. Maples, and Dr. Hasenmaier.

Our Board has determined that each of the current members of our Corporate Governance Committee meets the requirements of "independence" as set forth in the rules and regulations promulgated by the SEC and the Nasdaq Listing Standards.

Our Corporate Governance Committee has a written charter, which is available on our website at www.heska.com. In addition, our Corporate Governance Committee prepared, and our full Board has approved, Corporate Governance Guidelines outlining the qualifications, responsibilities and other issues related to our Board's governance role and functions. The document is also available on our website at www.heska.com (under the tabs — Investors — Company Information — Corporate Governance). The references to the Company's website address provided above is not intended to function as a hyperlink, and the information on the Company's website is not and should not be considered part of this proxy statement and is not incorporated by reference herein.

Director Qualification and Nomination

Service on our Board varies from one year to eleven years. All of our Directors have gained Company and industry specific knowledge as a result. The experience, qualifications, attributes or skills that qualify our Directors to serve on our Board are discussed on a Director-by-Director basis in the "Election of Directors" section of this document as well as in this "Board Structure and Committees" section. None of our directors are serving as a result of one specific qualification. It is the breadth of their individual experiences and the manner in which they complement each other as a group that make them individually and collectively attractive Directors.

Our Corporate Governance Committee does not have an established policy for minimum qualifications of Director nominees or appointees. However, pursuant to our Corporate Governance Committee Charter, we believe that it is in the best interests of the Corporation and its stockholders to obtain highly qualified candidates for the Board. Our Corporate Governance Committee seeks candidates with excellent decision-making ability, business experience, relevant experience, personal integrity and reputation as candidates for nomination and appointment.

Our Corporate Governance Committee does not have an established policy for diversity of Director nominees or appointees. However, we believe diversity is inherent in our approach of seeking high quality individuals with complementary skills to create a group dynamic and decision-making process that is even stronger than would be obtained by the mere summation of its individual contributors in isolation. While not an established policy, in 2021, our Corporate Governance Committee adopted an overriding principle named the “Wilson Rule” to seek qualified and diverse candidates as new Director openings become available.

In 2020, our Corporate Governance Committee formalized its process for identifying and evaluating nominees or appointees for Director. Our Corporate Governance Committee determines desired Board member skills and attributes and conducts searches for prospective Director candidates whose skills and attributes reflect those desired. This analysis may start with a Board evaluation, including determination of areas of strength and areas for improvement. Particular skills and experience may be desired in areas of improvement. Our Corporate Governance Committee may determine guidelines and parameters for a search for an individual with the desired skills and experience. Our Corporate Governance Committee will evaluate candidates identified by its own initiative as well as candidates referred to it by other members of the Board, by the Company's management, or by external sources. Our Corporate Governance Committee has utilized a third-party executive search firm in the past to identify candidates as well as other sources. Our Corporate Governance Committee has adopted a policy stating it will not consider unsolicited applications for Board membership.

Our Corporate Governance Committee will also consider nominees recommended by stockholders provided such recommendations are made in accordance with our Bylaws and the procedures described in this proxy statement under "Questions and Answers About the Proxy Materials and the 2022 Annual Meeting". Although to date no stockholder has presented any candidate for Board membership to us, it is expected that recommendations from stockholders would generally be considered in the same manner as recommendations by a Director or an Officer of the Company.

Stockholder Communication with our Board

Stockholders can contact our Board, any Committee thereof, or any Director in particular, by writing to them, c/o Heska Corporation, 3760 Rocky Mountain Avenue, Loveland, Colorado 80538, Attn: Secretary. We will forward any correspondence sent in the foregoing manner to the appropriate addressee without review by management.

Commitment to Corporate Responsibility and Stewardship

The Company is committed to corporate responsibility and stewardship. Driven by oversight from the Board and executive leadership, we are promoting and engaging environmental, social and governance ("ESG") priorities throughout the organization to align activities and resources with sound practices and accountability. The Board’s Governance Committee, in collaboration with key management, is responsible for advancing the Company’s ESG strategy with input and execution from a cross-functional team consisting of Legal, Human Resources, Finance, Operations, Supply Chain and Procurement, Research and Development, Product Quality and Safety, Data Privacy and Security, and business leaders. Members of the cross-functional team periodically engage with external stakeholders such as shareholders and industry experts regarding best practices and initiatives. In addition, ESG-related risks and opportunities are identified and assessed as part of the Board’s regular discussions and meetings, at least annually, including matters related to human capital management; diversity, equity and inclusion; sustainability within supply chain; and environmental management practices.

Hedging Company Securities

Our Directors and Executive Officers may not engage in pledging or hedging transactions, or other transactions designed to hedge or offset any decrease in the market value of our securities. These restrictions do not apply to other employees of the Company.

Board Diversity Matrix

The following table presents certain information with respect to the composition of the Company's Board as of March 7, 2022.


Board Diversity Matrix (as of March 7, 2022)
Total Number of Directors	8
	Female	Male
Part I: Gender Identity
Directors	1	7
Part II: Demographic Background
African American or Black	0	1
White	1	6

DIRECTOR COMPENSATION

The form and amount of compensation paid to the non-employee directors is periodically reviewed by our Corporate Governance Committee. Any revisions to our Director Compensation policy are recommended by our Corporate Governance Committee and approved by our Board.

Our employee Directors do not receive any separate compensation for Board activities.

Non-Employee Director Compensation

Under our current director compensation program, on the date of each Annual Meeting of Stockholders each non-employee Director receives restricted stock awards valued at $125,000 (the "Annual Director Grant"). These grants vest in full on the later of (i) the one year anniversary of the date of grant and (ii) the Company’s next Annual Meeting of Stockholders. Such vesting is generally subject to the non-employee director's continued service with the Company through the vesting period. Any non-employee Director appointed or elected between Annual Meetings is granted a pro-rata restricted stock award which vests on the same schedule outlined above.

Each non-employee Director also receives an annual cash retainer in the amount of $55,000. The Company pays the annual retainer in quarterly installments on the first business day of each calendar quarter, subject to the non-employee director's continued service to the Company as a non-employee Director on such date.

The Chair of the Board also receives additional cash compensation for his or her services as Chair in the amount of $50,000 per year. Such additional cash compensation is payable in quarterly installments on the first business day of each calendar quarter and is subject to the Chair's continued service in such role on such date.

Non–employee Directors are additionally provided a quarterly $1,000 stipend for customary and usual travel and other expenses incurred in connection with their services on the Board. This stipend is only paid when travel is required for in-person attendance.

Director Compensation Table

The following table presents the compensation earned by or paid by the Company to the non-employee directors for the year ended December 31, 2021.

Director Compensation


Name	Fees Earned Or Paid in Cash ($)	Stock Awards ($) (1) (2)	All Other Compensation ($) (3)	Total ($)
Robert L. Antin	55,000	124,866	1,000	180,866
Stephen L. Davis	55,000	124,866	1,000	180,866
Mark F. Furlong	55,000	124,866	1,000	180,866
Dr. Joachim A. Hasenmaier (4)	41,250	161,169	—	202,419
Scott W. Humphrey (5)	105,000	124,866	1,000	230,866
Sharon J. Maples	55,000	124,866	1,000	180,866
David E. Sveen, Ph.D.	55,000	124,866	1,000	180,866
Bonnie J. Trowbridge (6)	27,500	—	—	27,500

(1)These amounts represent the aggregate grant date fair value of stock awards granted in 2021 as calculated pursuant to Financial Accounting Standards Board Accounting Standards Codification Topic 718. The methodology and assumptions used in the valuation of stock awards can be found in our 2021 Form 10-K in Note 12 "Capital Stock" of the Notes to Consolidated Financial Statements.

(2)As of December 31, 2021, each of our non-employee directors held the following unvested restricted stock awards and outstanding options:

2021 Outstanding Awards to Directors


Name	Unvested Shares	Outstanding Options
Robert L. Antin	662	—
Stephen L. Davis	662	—
Mark F. Furlong	662	—
Dr. Joachim A. Hasenmaier	897	—
Scott W. Humphrey	662	—
Sharon J. Maples	662	3,571
David E. Sveen, Ph.D.	662	8,571
Bonnie J. Trowbridge	—	—
All Directors (8 persons)	4,869	12,142

(3)These amounts represent an annual travel stipend.

(4)Dr. Hasenmaier was appointed to the Board effective January 11, 2021, and received a pro-rated restricted stock award for the 2020-2021 board service year in addition to his 2021 Annual Director Grant. Because he was not on the Board on January 1, 2021, he did not receive the first quarterly cash compensation payment for 2021.

(5)Mr. Humphrey was paid all cash retainers through Chumley Enterprises, LLC.

(6)Ms. Trowbridge retired from the Board on May 4, 2021.

2021 Equity Grants to Directors


Name	Grant Date	Number of Shares	Grant Date Closing Share Price ($)	Stock Value of Stock Award ($)
Robert L. Antin	5/5/2021	662	188.62	124,866
Stephen L. Davis	5/5/2021	662	188.62	124,866
Mark F. Furlong	5/5/2021	662	188.62	124,866
Dr. Joachim A. Hasenmaier	1/11/2021	235	154.48	36,303
	5/5/2021	662	188.62	124,866
Scott W. Humphrey	5/5/2021	662	188.62	124,866
Sharon J. Maples	5/5/2021	662	188.62	124,866
David E. Sveen, Ph.D.	5/5/2021	662	188.62	124,866

Non-Employee Director Stock Ownership Guidelines

Each of our non-employee Directors is required to hold shares of Company common stock at least equal in value to three times (3x) the annual cash retainer for Board service (the "Director Ownership Guideline"). Non-employee Directors are to achieve this level of ownership on or before the later of (i) the fifth anniversary of the date such Director became a member of the Company’s Board and (ii) May 1, 2022.

For purposes of Heska’s stock ownership guidelines, a non-employee Director’s stock ownership includes all shares of Heska’s common stock owned outright by the Director and by his or her immediate family members (spouse and dependent children), and any shares held in trust for the benefit of the Director and/or his or her immediate family members. Unvested restricted common stock and unexercised stock options are excluded from the calculation of stock ownership.

As the Company’s current cash retainer for non-employee Directors is $55,000, the Director Ownership Guideline currently requires directors to hold at least $165,000 in shares of Heska Common Stock. As of December 31, 2021, each of our non-employee Directors held shares in excess of this value or was within the time frame available for meeting the ownership requirement.

PROPOSALS TO BE VOTED ON

PROPOSAL NO. 1

ELECTION OF DIRECTORS

We are to elect eight Directors at our 2022 Annual Meeting: Robert L. Antin, Stephen L. Davis, Mark F. Furlong, Dr. Joachim A. Hasenmaier, Scott W. Humphrey, Sharon J. Maples, David E. Sveen, Ph.D., and Kevin S. Wilson. Directors elected at our 2022 Annual Meeting are to hold office for a one-year term expiring at our 2023 Annual Meeting (or until their respective successors are elected and qualified, or until their earlier death, resignation or removal).

Nominees for Election

Robert L. Antin, age 72, has served us as a Director since November of 2020. Mr. Antin was a founder of VCA Antech, Inc. (“VCA”), a publicly traded national animal healthcare company (NASDAQ: WOOF) that provides veterinary services, diagnostic testing and various medical technology products and related services to the veterinary market. Mr. Antin has served as a Director, Chief Executive Officer and President at VCA since its inception in 1986. From September 1983 to 1985, Mr. Antin was President, Chief Executive Officer, a Director and co-founder of AlternaCare Corp., a publicly held company that owned, operated and developed freestanding out-patient surgical centers. From July 1978 until September 1983, Mr. Antin was an officer of American Medical International, Inc., an owner and operator of health care facilities. Mr. Antin received his Bachelor’s degree from the State University of New York at Cortland and his MBA with a certification in hospital and health administration from Cornell University. Mr. Antin’s executive experience in the veterinary industry provides an excellent background for service on the Board.

Stephen L. Davis, age 64, has served us as a Director since August of 2020. Mr. Davis is the Chairman and Founder of the Will Group. He created Electrical Resource Management, the first Will Group company, in 1986 to honor the legacy of his father William E. Davis, who was known for his integrity and hard work. Since then, the Will Group has established several more companies to provide diverse lighting products, data and communications technologies, manufacturing, and services to metropolitan areas around the world. The Will Group has generated hundreds of local jobs, highlighted by its offender reentry program, and won many large-scale projects over the years, regularly contracting with utility, industrial, and commercial organizations across the United States. Embodying its mantra, “Where there’s a Will, there’s a Way,” the Will Group has consistently been recognized as one of the country’s Top 100 Black Businesses by Black Enterprise Magazine. Mr. Davis currently serves on the Board of the Trust Company of Illinois, PMI Energy Solutions, and Inland Real Estate Trust, specifically on Inland’s Audit and Compensation committees. Mr. Davis previously served on the Board of Wheaton Bank and Trust, specifically on the Loan committee, and he is currently a member of the Economic Club of Chicago and the University Club of Chicago. With a strong commitment to philanthropy, Mr. Davis created the William and Mary Davis foundation which funds programs to help underprivileged individuals find purpose and empowerment. His philanthropic work includes founding the Tuskegee NEXT Foundation, which is focused on training the next generation of African-American pilots, Purpose by Design, a mentoring program for teens in under-resourced and at-risk communities, and Haymarket Center of Chicago, which provides support services to people and families with chemical dependencies. Mr. Davis's financial and corporate governance experience provides valuable insight to the Board.

Mark F. Furlong, age 64, has served us as a Director since March 2019. Mr. Furlong retired as President and Chief Executive Officer of BMO Harris Bank, N.A. in June 2015, a role he held from 2011. He joined Marshall & Ilsley in 2001 as Chief Financial Officer, was elected President in 2004, Chief Executive Officer in 2007, and Chairman in 2010. Prior to joining Marshall & Ilsley, he was Chief Financial Officer of Old Kent Financial Corp.; First Vice President, Corporate Development, for H. F. Ahmanson & Company; and an audit partner for Deloitte & Touche LLP. Mr. Furlong also is a member of the boards of directors of Kforce Inc. and Antares Capital. Mr. Furlong is also active in numerous civic and charitable activities. He is a former Chair of Chicago United and Leap Innovations, is a former board member of the Chicago Board of

Education and the Chicago Teachers Pension Fund. He is currently a member of the board of directors for Common Ground Foundation and HomeRising. Mr. Furlong’s experience includes his role as an audit partner, serving as Chief Financial Officer and Chief Executive Officer, and his background in finance and his experience serving on boards contribute valuable insight and experience to the Board.

Dr. Joachim A. Hasenmaier, age 61, has served us as a Director since January of 2021. Dr. Hasenmaier served as a Member of the Board of Managing Directors of C.H. Boehringer Sohn AG & Co. KG ("BI") from October 1, 2012 until his retirement in 2019, responsible for the Corporate Board Division Consumer Health Care and Animal Health. He received a veterinary medical degree (DVM) in 1986 from Ludwig-Maximilians-University, Munich, where he entered into a microbiological research program until 1989 receiving his Doktor med. vet. (PhD) degree. He completed his education with a Master in Management from Kellogg Business School, Chicago, USA in 1991. Prior to joining BI he worked in various positions for various international companies in Germany, Japan, Mexico and Brazil. In 2002 he joined Boehringer Ingeheim as Corporate Senior Vice President for Boehringer Ingelheim Animal Health. In 2011 he took over the regional responsibility for Prescription Medicine in NECAR (UK/Ireland, Nordics, Benelux, Canada, Australia/New Zealand). He held this position until he became Member of the Board of Managing Directors at C.H. Boehringer Sohn AG & Co. KG in October 2012. Dr. Hasenmaier’s executive experience in the animal health and consumer healthcare industry provides an excellent background for service on the Board. Dr. Hasenmaier is an active member of the Rotary Club Ingelheim for almost 20 years. Through Rotary and private projects Dr. Hasenmaier tries to fight poverty and to give young, less favored people a fair chance to succeed in life.

Scott W. Humphrey, age 51, has served us as a Director since June 2017 and as our Board Chair from October 2018 to the present. Mr. Humphrey is a semi-retired executive, having spent the first chapter of his professional life as an investment banker and the second chapter in the non-profit arena. Most recently, he served as the President & CEO of One Hope United (OHU), a diversified, multi-state social services provider, a position he held from August 2015 to February 2018. Mr. Humphrey also does private investing and periodically serves in advisory board roles for several for-profit organizations. At the time of his retirement from investment banking in 2015, Mr. Humphrey was a Senior Advisor/Vice Chair for BMO Capital Markets (BMO), the US investment banking business of the Bank of Montreal, where he was responsible for corporate board relationship development and financial advisory assignments. He joined BMO in 2007 as the Head of U.S. Mergers & Acquisitions and, in early 2012, expanded his responsibility to include the Industrial Investment Banking business. Prior to joining BMO Capital Markets, Mr. Humphrey spent almost ten years with Deutsche Bank as a Managing Director focusing on global mergers and acquisitions. Given his global business and financial market background, he is a financial expert and provides expertise with respect to the Company’s strategic planning as well as advising on various capital market and stockholder matters. In the non-profit arena, Mr. Humphrey serves on the Board of Nexus Family Healing, a multi-state social services provider, and the Lake County Community Foundation, a regional foundation serving the needs of the residents of Lake County (IL). He also serves on the President’s Council of Kids Above All, an Illinois-based social services provider. Mr. Humphrey holds a BS in Finance and Economics from the University of Arizona and a Master's in Public Policy and Administration from Northwestern University.

Sharon J. Maples (formerly Larson), age 61, Sharon J. Maples, has served as a Director since July 2011. She served as Board Chair from October 2015 to October 2018 and was Lead Director for a year prior to her time as Board Chair. Ms. Maples currently serves as Principal and CEO of SLR Associates, LLC. a healthcare strategy consulting firm. Ms. Maples served as Chief Executive Officer for University of Texas Southwestern ("UTSW") Hospitals, Dallas, Texas from 2004 to 2011. Prior to joining UTSW, Ms. Maples was Chief Operating Officer of Anne Arundel Health System in Annapolis, Maryland. She has held additional executive roles leading top healthcare organizations including serving as the Chief Operating Officer of the University of Nebraska Medical Center, Omaha Nebraska, and as a Vice President responsible for service line growth and development as well as operational accountability at Inova Fairfax and Inova Mt. Vernon Hospitals, Inova Health System, Fairfax Virginia. Ms. Maples is a board member with a track record of strategic success, mentoring and financial turnaround. She is a health care executive with hospital and

health system experience at the CEO and COO level, leading academic medical centers, community based health systems and specialty hospitals. Currently, Ms. Maples serves as an Advisory Board member for the University of Texas at Dallas (UTD) Center for Healthcare Leadership and Management, Jindal School of Management and to the Dallas County Initiative to end the HIV Epidemic. She is a member of the Executive Leadership team for Texas Scottish Rite Hospital for Children and member of the International Women’s Foundation (IWF). She currently serves Texas Women’s Ventures, LLC. as a member and has also served as a portfolio advisor. Ms. Maples is former Chair of American Heart Association’s “Go Red for Women” annual initiative and former Board member of the American Hospital Association Regional Planning Board. She has served on the Dallas-Fort Worth Hospital Council Board of Directors and The University of Iowa Health Management Alumni Board, where she served as Chair. She has held Board positions at Digi Works Corporation, a privately held data mining services and analytics company and Anthelio, a privately held information technology and software company. Ms. Maples holds a BBA (Business Administration) and MA (Hospital and Health Administration) from the University of Iowa, Iowa City, Iowa. Ms. Maples’s executive experience in the healthcare industry leading major healthcare companies and advising companies at both the executive and board level regarding strategic growth and operational integration provide an excellent background for service to Heska Corporation.

David E. Sveen, Ph.D., age 65, has served us as a Director since November 2013. He is the Executive Chair and Managing Director of Cedarstone, an operations, analytics and strategy consulting practice for nonprofit organizations, which he founded in 1993. He is also currently the President of the Domanada Foundation. His professional background includes 13 years in senior management with investment banking firm Griffin, Kubik, Stephens and Thompson, an adjunct assistant professorship of Christian Formation and Ministry at Wheaton College since 1995 and service on several profit and nonprofit boards. Dr. Sveen holds a Ph.D. degree from Trinity Evangelical Divinity School, an MBA from DePaul University, an MA from Wheaton Graduate School, and a B.S. degree from Northern Illinois University. Dr. Sveen brings to the board extensive leadership experience, financial and accounting knowledge and executive level management capability.

Kevin S. Wilson, age 50, has been our Chief Executive Officer and President since March 31, 2014. He previously served as our President and Chief Operating Officer from February 2013 to March 2014. Mr. Wilson is a founder, member and officer of Cuattro, LLC, Cuattro Software, LLC, and Cuattro Medical, LLC, which, since 2008, have been involved in developing technologies for digital imaging. Mr. Wilson served on the board of various private, non-profit, and educational organizations from 2005 to the present. He was a founder of Sound Technologies, Inc., a diagnostic imaging company, in 1996, which was sold to VCA Antech, Inc. in 2004, after which Mr. Wilson served as Chief Strategy Officer for VCA Antech, Inc. until 2006. Mr. Wilson attended Saddleback College. Mr. Wilson brings to the Board extensive executive leadership and relationships experience in the animal health industry, including the management of operations, sales, service, product development, business development, and support.

If a Director or any alternative nominee is unable or declines to serve as Director at the time of the 2021 Annual Meeting, the proxyholders intend to vote for such other candidate or candidates who may be nominated by the Board.

Recommendation of our Board of Directors

Our Board recommends a vote FOR the election of all eight nominees.

PROPOSAL NO. 2

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our Board is submitting the appointment of Grant Thornton LLP ("Grant Thornton") as the Company's independent registered public accounting firm for stockholder ratification at the 2022 Annual Meeting. A representative of Grant Thornton is expected to be present at the Annual Meeting and will have an opportunity to make a statement if the representative desires to do so. Such representative also is expected to be available to answer questions at the meeting.

Stockholder ratification of the appointment of Grant Thornton as our independent registered public accounting firm is not required by our Bylaws or otherwise. Our Board, however, is submitting the appointment of Grant Thornton to the stockholders for ratification as a matter of good corporate governance practice. If stockholders fail to ratify the appointment, our Audit Committee will reconsider whether or not to retain Grant Thornton as our independent registered public accounting firm, although our Audit Committee maintains the full discretion to continue to retain Grant Thornton in such a circumstance. Even if the appointment is ratified, our Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interest of the Company and its stockholders.

Recommendation of our Board of Directors

Our Board recommends a vote FOR the ratification of Grant Thornton as our independent registered public accounting firm for the fiscal year ending December 31, 2022.

PROPOSAL NO. 3

APPROVAL OF AN AMENDMENT TO THE HESKA CORPORATION EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE THEREUNDER BY 100,000 SHARES

We currently maintain the Heska Corporation Equity Incentive Plan (the “Stock Plan”) for the purpose of promoting the long-term success of the Company and the creation of stockholder value by (a) encouraging employees, outside directors and consultants to focus on critical long-range objectives, (b) encouraging the attraction and retention of employees, outside directors and consultants with exceptional qualifications and (c) linking employees, outside directors and consultants directly to stockholder interests through increased stock ownership. The Stock Plan serves as an important part of our overall compensation program. The number of shares available for issuance under the Stock Plan, however, is believed to be insufficient for future needs. The Board adopted subject to the approval of our stockholders, a proposed amendment to increase the number of shares of common stock authorized for issuance under the Stock Plan.

Summary of Proposed Amendment to the Stock Plan

As of March 7, 2022, we had an aggregate of 1,050,318 shares authorized for issuance under the Company’s Equity Incentive Plan or prior equity incentive plans (the “Prior Plans”) of which approximately 995,813 shares had previously been issued under the Equity Incentive Plan or the Prior Plans or were reserved for issuance pursuant to outstanding awards under the Equity Incentive Plan or the Prior Plans, leaving approximately 54,505 shares of Common Stock available for future issuance under the Equity Incentive Plan.

If the Stock Plan amendment is approved, the aggregate number of shares of Common Stock available for awards under the plan will be increased by 100,000 (representing approximately 0.93% of our shares outstanding as of March 7, 2022), so that the new total of shares authorized for issuance as under the Stock Plan will be 1,150,318. Assuming none of the unexercised options as of March 7, 2022 are exercised and none of the unvested restricted shares or restricted stock units as of March 7, 2022 vest, the total number of shares available for new awards under the Stock Plan, as amended would be 783,384. Conversely, assuming all such unexercised options are exercised and unvested restricted shares and restricted share units vest, the total number of shares available for new awards under the Stock Plan, as amended, would be 154,505.

After consultation with management and Korn Ferry, the company’s independent compensation consultant, the Board has determined the need to increase the shares authorized under the Stock Plan in order to give the Company flexibility recruiting new members of its management team and retaining and rewarding its existing management team. Korn Ferry has advised the board on median equity requirements for management positions and, based on current grant practices and the Company’s current stock price, the Board currently believes that 100,000 shares will be sufficient to meet these needs in the next year. While the Company has traditionally requested infrequent, periodic shares for authorization under its stock incentive plans, the Company expects to move to a yearly share authorization request of between 50,000 and 125,000 shares a year (representing approximately 0.5%-1.2% of our shares outstanding as of March 7, 2022).

As of March 7, 2022, there were 10,786,310 common shares outstanding. In addition, as of March 7, 2022, approximately 54,505 shares of Common Stock were available for future issuance under the Stock Plan and the following equity awards were outstanding as of the same date:

•Outstanding options: 363,872 (weighted average remaining life of 6.2 years and weighted average exercise price of $69.50)

•Outstanding performance stock options: 249,800 (weighted average remaining life of 7.6 years and weighted average exercise price of $80.09)

•Non-vested restricted stock units: 15,207

•Non-vested restricted stock awards: 445,444

Summary of Stock Plan

Below is a summary of the material terms of the Stock Plan. This summary is qualified by reference to the full text of the Stock Plan, as proposed to be amended, which is included as Appendix A hereto.

General. The purpose of the Stock Plan is to promote the long-term success of the Company and the creation of stockholder value by (a) encouraging employees, outside directors and consultants to focus on critical long-range objectives, (b) encouraging the attraction and retention of employees, outside directors and consultants with exceptional qualifications and (c) linking employees, outside directors and consultants directly to stockholder interests through increased stock ownership. The Stock Plan seeks to achieve this purpose by providing for restricted stock awards, restricted stock units, options (which may constitute incentive stock options or non-qualified stock options), stock appreciation rights, other cash-based awards, or other stock-based awards.

Effective Date and Expiration. The Stock Plan became effective on May 5, 2021. The Stock Plan has no predetermined expiration date, although incentive stock options may not be granted under the Stock Plan after February 18, 2031. Awards made prior to any termination or suspension of the Stock Plan may extend beyond that date.

Administration. The Stock Plan must be administered by a committee of two or more independent directors appointed by the Board, which is currently the Compensation Committee (the "Committee"). The Committee has full authority to interpret the Stock Plan and to establish rules for its administration. To the fullest extent permitted by law, the Committee may delegate to one or more officers of the Company the authority to designate the individuals, other than Section 16 officers or directors of the Company, who are eligible to receive awards pursuant to the terms of the Plan, who will receive awards under the Plan and the size of each such grant.

Eligibility for Awards. Awards can be made to any employee, outside director or consultant selected to receive an award under the Stock Plan. Only employees, however, are eligible to receive incentive stock options. As of March 7, 2022, approximately 739 employees and our 7 non-employee directors would have been eligible to receive awards under the Stock Plan.

Determination of Amount and Form of Award. The amount and form of individual awards is determined by the Committee or its delegate, subject to the limitations of the Stock Plan.

Shares Subject to the Plan; Other Limitations on Awards. Subject to certain adjustments, the maximum number of shares of our Common Stock that may be issued pursuant to new awards under the Stock Plan, as proposed to be amended, is 350,000 plus the 800,318 shares of our Common Stock that remained available for grant under the Prior Plans as of May 5, 2021. The closing price of a share of our Common Stock as reported on the Nasdaq stock market on March 7, 2022 was $149.07.

Shares subject to an award under the Stock Plan or under one of the Prior Plans that is canceled, forfeited, settled in cash or expired without having been exercised or paid will again be available (or will be made available) for future awards under the Stock Plan. On the other hand, shares of our Common Stock that are (i) tendered in payment of options, (ii) withheld from any award to satisfy a participant's tax withholding obligations, or (iii) subject to a stock appreciation right that are not issued in connection with its stock settlement on exercise, in each case, will not be available for future awards under the Stock Plan. In addition, Common Shares repurchased by the Company using the proceeds from an option exercise will not be made available for issuance or delivery under the Stock Plan. Shares of Common Stock issued pursuant to the Stock Plan may be authorized but unissued shares or treasury shares, or shares reacquired by the Company in any manner.

In addition, the Stock Plan limits compensation paid to each outside director in respect of his or her service as an outside director, including cash fees and incentive equity awards (based on their grant date fair value for financial reporting purposes), to a maximum of $300,000 per fiscal year. Compensation will be counted

toward this limit in the year in which it is earned and not when paid or settled in the event that payment is deferred.

Minimum Vesting Provision. Awards are subject to a minimum vesting period of one year or, for awards made to outside directors, on the earlier of one year or the date of the next regular annual meeting of the Company’s stockholders that is at least 50 weeks after the immediately preceding year’s annual meeting. However, awards for which vesting is accelerated in the event of a participant’s death or disability or upon the occurrence of a change in control will not be subject to this one-year minimum vesting requirement. Additionally, the Committee may grant awards covering 5% or less of the total number of shares authorized for issuance under the Stock Plan without regard to the minimum vesting requirement.

Stock Options. The Committee may grant non-qualified options and options intended to qualify as "incentive stock options" under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). The Committee generally determines the terms and conditions of all options granted, subject to the terms of the Stock Plan. Options vest in accordance with a vesting schedule determined by the Committee, and the Committee may impose additional conditions, restrictions or terms on the vesting of any option, including the full or partial attainment of performance goals. The term of an incentive stock option cannot exceed ten years from the date of grant. The option price of an incentive stock option must be not less than 100% of the fair market value of a share of our Common Stock on the date of grant.

The option price may be paid in cash, with shares of our Common Stock, through a broker-assisted "cashless" exercise procedure or with such other acceptable form of valid consideration and method of payment as may be determined by the Committee.

Restricted Stock Awards. The Committee may also issue or transfer shares of our Common Stock to a participant under a restricted stock award under the Stock Plan. Restricted stock awards are subject to certain conditions and restrictions during a specific period of time, such as the participant remaining in the employment of the Company or a subsidiary and/or the attainment of certain pre-established performance goals. The shares cannot be transferred by the participant prior to the lapse of the restriction period and/or the attainment of the performance goals. The participant is entitled to vote restricted stock awards during the restriction period. Unless otherwise provided in the award agreement, restricted stock awards will receive also dividends; provided, that any such dividends will be accumulated and paid at the time (and to the extent) that the underlying restricted stock awards vest.

Restricted Stock Units. A restricted stock unit is a right to receive shares of Common Stock (or their cash equivalent) at a specified date in the future, subject to forfeiture of such right. If the restricted stock unit has not been forfeited, then on the date specified in the restricted stock unit grant, the Company must deliver to the holder of the restricted stock unit shares of Common Stock (or their cash equivalent). In the Committee’s discretion, holders of restricted stock units may be entitled to receive dividend equivalents; provided, that any such dividend equivalents will be accumulated and paid at the time (and to the extent) that the underlying restricted stock units vest. A participant holding restricted stock units will have no rights as a stockholder with respect to the shares subject to the restricted stock units until all restrictions have been lifted and the shares have been issued to the participant.

Stock Appreciation Rights. A stock appreciation right entitles the holder to receive an amount equal to the difference between the fair market value of a share of Common Stock on the exercise date and the exercise price of the stock appreciation right (which may not be less than 100% of the fair market value of a share of our Common Stock on the grant date), multiplied by the number of shares of Common Stock subject to the stock appreciation right (as determined by the Committee). Like other awards under the Stock Plan, stock appreciation rights will be subject to vesting and forfeiture provisions as determined by the Committee.

Other Stock-Based Awards. Under the Stock Plan, we may grant or sell to any participant unrestricted Common Stock, dividend equivalent rights and/or other awards denominated in or valued by reference to our

Common Stock. A dividend equivalent is a right to receive payments, based on dividends declared or paid with respect to shares of our Common Stock.

Other Cash-Based Awards. We may grant cash awards under the Stock Plan, including cash awards as a bonus or based upon the attainment of certain performance goals.

Performance Based Awards. Under the Stock Plan, the Committee may grant any award type subject to vesting based on the achievement of performance goals or the vesting of which is accelerated based on the achievement of performance goals. Such performance-goals will be established in the Committee’s sole discretion.

No Repricing of Options or Stock Appreciation Rights. The exercise price of stock options or stock appreciation rights may not be reduced without stockholder approval. This means that the Committee may not take any of the following actions without stockholder approval:

•Amend a stock option or stock appreciation right to reduce its option price;

•Cancel a stock option or stock appreciation right in exchange for a new option with a lower exercise price;

•Cancel a stock option or stock appreciation right in exchange for a different type of award that has a value that is greater than the excess of the fair market value of the applicable shares on the date of such payment over the exercise price;

•Authorize, in lieu of the exercise or in exchange for the cancellation of a stock option or stock appreciation right, the payment of cash in an amount that is greater than the excess of the fair market value of the shares of Common Stock on the date of such payment over the exercise price; or

•Take any other action (whether in the form of an amendment, cancellation or replacement grant) that has the effect of repricing a stock option or stock appreciation right without stockholder approval.

Changes in Capitalization. In the event of a subdivision of our outstanding shares of Common Stock, a declaration of a dividend payable in shares, a declaration of a dividend payable in a form other than shares in an amount that has a material effect on the price of shares, a combination or consolidation of the outstanding shares (by reclassification or otherwise) into a lesser number of shares, a recapitalization, a spin-off or a similar occurrence, such that an adjustment is appropriate to prevent dilution or enlargement of the benefits intended to be made available under the Stock Plan, then the Committee may make appropriate adjustments in the maximum aggregate number and kind of shares issuable under the Stock Plan and the number and kind of shares and the exercise price per share subject to outstanding awards.

Change in Control. An award agreement may provide that an award will become fully vested and exercisable in the event of a change in control.

Amendment. The Board can amend, suspend or terminate the Stock Plan. An amendment of the Stock Plan will be subject to our stockholders' approval only to the extent required by law or the requirements of the Nasdaq stock market.

Incorporation by Reference. The foregoing is only a summary of our Stock Plan, as proposed to be amended, and is qualified in its entirety by reference to its full text, a copy of which is attached hereto as Appendix A.

Certain U.S. Federal Income Tax Aspects

The following paragraphs are a summary of the Company's understanding of the general federal income tax consequences to U.S. taxpayers and the Company of awards granted under the Stock Plan. Tax consequences for any particular individual may be different. This summary describes the U.S. federal income tax rules in effect on the date hereof and does not purport to be complete. It does not discuss the tax consequences of a participant's death or the income tax laws of any state or foreign country in which the

participant may reside. Participants are encouraged to consult their own tax advisors regarding participation in the Stock Plan.

Incentive Stock Options. No taxable income is reportable when an incentive stock option is granted or exercised (except for purposes of the alternative minimum tax, in which case taxable income is the same as for nonstatutory stock options). If the participant exercises the option and then later sells or otherwise disposes of the shares more than two years after the grant date and more than one year after the exercise date, the difference between the sale price and the exercise price will be taxed as capital gain or loss. If the participant exercises the option and then later sells or otherwise disposes of the shares before the end of the two- or one-year holding periods described above, he or she generally will have ordinary income at the time of the sale equal to the fair market value of the shares on the exercise date (or the sale price, if less) minus the exercise price of the option if the sale price exceeds the exercise price.

Nonstatutory Stock Options. No taxable income is reportable when a nonstatutory stock option, which also may be referred to as a nonqualified stock option, is granted to a participant. Upon exercise, the participant will recognize ordinary income in an amount equal to the excess of the fair market value (on the exercise date) of the shares purchased over the exercise price of the option. Any additional gain or loss recognized upon any later disposition of the shares would be capital gain or loss.

Restricted Stock Awards. A participant will not have taxable income upon grant unless he or she elects to be taxed at that time by filing an 83(b) election pursuant to Section 83(b) of the Code. Instead, he or she will recognize ordinary income at the time of vesting equal to the fair market value (on the vesting date) of the vested shares.

Stock Appreciation Rights. A participant who is granted a stock appreciation right will not recognize ordinary income upon receipt or vesting of the stock appreciation right. At the time of exercise, however, the participant will recognize ordinary income equal to the value of any cash received and the fair market value of any shares received. The participant's tax basis in any shares received will be the fair market value on the date of exercise and, if the shares are later sold or exchanged, then the difference between the amount received upon such sale or exchange and the fair market value of the shares on the date of exercise will generally be taxable as long-term or short-term capital gain or loss (if the stock is a capital asset of the participant) depending upon the length of time such shares were held by the participant.

Restricted Stock Units. A participant who is granted a restricted stock unit will not recognize ordinary income upon the receipt of the restricted stock unit, but rather will recognize ordinary income in an amount equal to the fair market value of the shares (or value of the cash paid) at the time of settlement.

Other Stock-Based and Other Cash-Based Awards. In the case of other stock-based and other cash-based awards, depending on the form of the award, a participant generally will not be taxed upon the grant of such an award, but, rather, will generally recognize ordinary income when such an award vests or otherwise is free of restrictions.

Tax Effect for the Company. The Company generally will be entitled to a tax deduction in connection with an award under the Stock Plan in an amount equal to the ordinary income realized by a participant and at the time the participant recognizes such income (for example, the exercise of a nonstatutory stock option or a stock appreciation right or the settlement of a restricted stock unit). Section 162(m) of the Code may limit the deductibility of compensation paid to certain of our Executive Officers.

Existing Plan Benefits

No awards made under the Stock Plan prior to the date of the Annual Meeting were granted subject to stockholder approval of this Proposal 3. The following table sets forth information with respect to stock options and stock awards that have been granted to our Named Executive Officers and the specified groups set forth below under the Stock Plan from the effective date of the plan through March 7, 2022. The amounts

reflected below assume the achievement of the maximum level of performance under all performance-based stock options and stock awards.


Name and Principal Position	Stock Options	Stock Awards (Restricted Stock Awards and Restricted Stock Units)
Kevin S. Wilson (1) Chief Executive Officer and President	34,800	180,000
Catherine I. Grassman Executive Vice President, Chief Financial Officer	—	6,294
Steven M. Eyl Executive Vice President, Chief Commercial Officer and President, Scil Animal Care Company	—	5,507
Nancy Wisnewski, Ph.D. Executive Vice President, Chief Operating Officer	—	5,507
Christopher Sveen Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary, President, Diamond Animal Health	—	5,507
All executive officers as a group (6 persons)	34,800	208,322
All non-executive directors as a group (7 persons)	—	4,634
All employees (other than executive officers and non-executive directors as a group)	19,500	97,304

(1)Mr. Wilson's grant consists of entirely performance-based awards, which if achieved, will increase market cap by 151%.

Future awards to our officers and other employees under the Stock Plan, as amended, will be made in accordance with future decisions of the Committee. As a result, it is not possible to determine the benefits and amounts that will be received by any individual participant or group of participants in the future. Although not necessarily indicative of future grants that may be made under the Stock Plan, please see the "Long-Term Equity Compensation" section below with respect to awards under the Stock Plan to our Named Executive Officers in 2021.

Equity Compensation Plan Information

The following table sets forth information about our common stock that may be issued upon exercise of options and settlement of rights under all of our equity compensation plans as of December 31, 2021, including the Stock Plan and the 2020 Employee Stock Purchase Plan, as amended and restated (the "ESPP").


Plan Category	(a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights	(b) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights	(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a))
Equity Compensation Plans Approved by Stockholders	675,002	$69.97	300,005 (1)
Equity Compensation Plans Not Approved by Stockholders	None	None	None
Total	675,002	$69.97	300,005 (1)

(1)Includes 190,704 shares available for issuance under the ESPP and 109,301 shares under the Stock Plan.

Vote Required; Recommendation of our Board of Directors

Nasdaq rules require stockholder approval by a majority of votes cast to approve the proposed amendment to the Stock Plan. Our bylaws require approval by a Voting Majority. Abstentions and broker non-votes will not affect the outcome of the vote for this proposal.

Our Board recommends a vote FOR the approval of the proposed amendment to the Stock Plan.

PROPOSAL NO. 4

APPROVAL OF EXECUTIVE COMPENSATION IN A

NON-BINDING ADVISORY VOTE

Section 14A of the Exchange Act requires that we provide you with the opportunity to vote to approve, on a non-binding advisory basis, the compensation of our Named Executive Officers as reported in this proxy statement. We are asking for your advisory vote on the following non-binding resolution (the "say-on-pay" resolution):

RESOLVED, that the compensation paid to the Company's Named Executive Officers, as disclosed in the subsection of this proxy statement titled "Executive Compensation", including the Compensation Discussion and Analysis, compensation tables and related narrative discussion, is hereby APPROVED.

At our 2021 Annual Meeting of Stockholders, an identical resolution received the support of 96.7% of the shares voted "for" or "against". The Company conducts annual “say-on-pay” resolutions until the next advisory stockholder vote on this matter is required under Section 14A of the Exchange Act, or until the Board of Directors otherwise determines that a different frequency for such votes is in the best interest of the Company’s stockholders. It is anticipated that the next advisory vote to approve Named Executive Officer compensation will be conducted at our 2023 Annual Meeting of Stockholders.

Compensation Philosophy

As described in greater detail under the heading "Executive Compensation", we seek to closely align the interests of our Named Executive Officers with the interests of our stockholders. The ultimate objective of our executive compensation program is to recruit, retain and reward executives who will enhance the value and profitability of the Company and increase stockholder value. The Compensation Committee strives to provide competitive compensation opportunities with the ultimate amount of compensation received tied significantly to short-term and long-term Company performance. Inherent in our approach is the philosophy that compensation can align behavior and actions with stockholder interests, attract and retain stronger executives and thus create value for stockholders over time.

The vote on this resolution is not intended to address any specific element of compensation, but rather relates to the overall compensation of our Named Executive Officers, as described in this proxy statement in accordance with the compensation disclosure rules of the SEC.

Vote Required; Recommendation of our Board of Directors

If a Voting Majority is FOR this proposal, we will consider the non-binding, advisory approval of the compensation paid to our Named Executive Officers to have passed. If such a Voting Majority is not obtained, our Compensation Committee may consider changes to some of our executive compensation policies, although our Compensation Committee maintains its full discretion in this area as this is an advisory vote only.

Our Board recommends a vote FOR the approval, on a non-binding, advisory basis, of the compensation paid to our Named Executive Officers in fiscal year 2021 as reported in this proxy statement.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes the compensation awarded to, earned by, or paid to our 2021 Named Executive Officers:

•Kevin S. Wilson, Chief Executive Officer and President;

•Catherine I. Grassman, Executive Vice President, Chief Financial Officer;

•Nancy Wisnewski, Ph.D., Executive Vice President, Chief Operating Officer;

•Steven M. Eyl, Executive Vice President, Chief Commercial Officer and President, Scil Animal Care Company; and

•Christopher D. Sveen, Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary of Heska Corporation and President, Diamond Animal Health.

Executive Compensation Objective and Philosophy

The Compensation Committee of Heska Corporation's Board of Directors (the “Compensation Committee”) administers our executive compensation program and establishes the salaries of our Executive Officers. The ultimate objective of our executive compensation program is to attract, retain and reward executives who will enhance the value and profitability of Heska and increase stockholder value. The Compensation Committee strives to provide competitive compensation opportunities with the ultimate amount of compensation received tied significantly to short-term and long-term Company performance. Inherent in our approach is the philosophy that compensation can align behavior and actions with stockholder interests, attract and retain highly qualified executives and thus create value for stockholders over time. The Compensation Committee's goal in executive compensation is to design and administer programs that best serve these ends.

The Compensation Committee also considers the outcome of the most recent advisory, say-on-pay vote from our stockholders when considering executive compensation arrangements. At our 2021 Annual Meeting, our stockholders showed overwhelming support for our executive compensation program by approving the advisory, say-on-pay vote with over 96% of stockholder votes cast. Given this high level of support in 2021 and 2020, the Compensation Committee did not make any adjustments to the overall structure of our compensation program for 2021.

What is Heska's Executive Compensation Program Designed to Reward?

The Compensation Committee develops our executive compensation program to reward our Executive Officers for their contribution to Heska's financial performance and to recognize individual initiative, leadership, achievement and other contributions. We believe an effective compensation program will reward executives for working well collectively and for strong individual performance.

Our compensation program is designed to reward interlocking aspects of executive performance:

•Individual contributions: rewarded primarily through base salary, discretionary cash bonuses for unusual and extraordinary performance, annual Management Incentive Plan (“MIP”) incentives, and equity grants under our long-term incentive programs;

•Short-term financial performance: rewarded primarily through awards paid under the MIP or discretionary cash bonuses; and

•Long-term gains in stockholder value: rewarded primarily through equity grants under our Heska Corporation Equity Incentive Plan.

What are the Elements of Heska's Executive Compensation and Why Does Heska Choose to Pay Each Element?

Base Salary. Base salaries are set on an annual basis (or in connection with new hires or changes in role) and are designed to reflect competitive market salaries for each position, as well as each Named Executive Officer’s responsibilities, experience and job performance. They are also used in determining bonus targets under our MIP as discussed below.

Short-term Performance-based Incentive Compensation. This form of compensation is based on the achievement of predetermined financial, project, research or other designated objectives and is paid to reward short-term or annual performance and encourage Executive Officers to optimize immediate opportunities and mitigate near-term risk. In recent years, the MIP has been offered to Executive Officers and other managers to provide a near-term performance-based incentive.

Long-term Equity Compensation. This form of compensation is designed to encourage the achievement of superior financial results over an extended period of time and align the interests of stockholders and Executive Officers. Equity grants are usually in the form of time-based awards that help to encourage retention and performance-based awards tied to specific long-term financial, stock price or project based goals that vest only upon achievement of defined metrics. Historically, long-term equity awards have not been granted annually to each Named Executive Officer each year. Instead, the Compensation Committee has historically approved targeted, larger grants on a less frequent basis. Commencing in 2022, the Committee has shifted to a smaller, but annual equity grant cycle for the Executive Officers other than Mr. Wilson. With ultimate value realized tied directly to our stock price, they are intended to ensure that Executive Officers make thoughtful decisions about the Company's future and long-term prospects.

Other Benefits, Compensation or Arrangements. Other than broad-based programs open to all full-time employees, such as participation in our 401(k) program if over the age of 21 and employee stock purchase plan, our Executive Officers do not generally receive any other special perquisites or benefits, other than an Executive Health Program that encourages an annual preventative health screening evaluation. However, an Executive Officer's extraordinary performance or participation in an unanticipated endeavor may occasionally be compensated with additional cash bonuses or benefits.

In utilizing the elements of compensation described above, the Compensation Committee endeavors to find the proper level and balance of base salary, performance-based incentive compensation, long-term equity incentive compensation and other forms of compensation.

Determination of Compensation Elements

In establishing the compensation of our Executive Officers, the Compensation Committee reviews the nature and scope of each Executive Officer's responsibilities as well as his or her effectiveness in his or her role and in supporting the Company's long-term goals. Heska's Board of Directors (the “Board”) formally evaluates the Chief Executive Officer (the “CEO”). With regard to our other Executive Officers, our CEO communicates his view of their performance to the Compensation Committee and makes recommendations regarding salary, short-term incentive-based performance compensation and long-term compensation grants for the Compensation Committee's consideration. The Compensation Committee ultimately exercises its judgment with regard to Executive Officer compensation. The Company has a review system it uses to evaluate its employees, including Executive Officers, which the CEO may consider, along with other information as the CEO and the Compensation Committee may deem appropriate. In the past several years, the Chief Administrative Officer and Corporate Secretary responsible for Human Resources has supplemented data compiled and presented by the Company’s compensation consultant with internal and external market data for the Compensation Committee's consideration when setting compensation.

The Compensation Committee has historically endeavored to set overall target compensation near the mid-point of the range for similar positions at the companies in the comparison group it reviews. The Compensation Committee also reviews the relative mix of compensation paid by these companies as a guideline. Nevertheless, the Compensation Committee reviews all relevant information and makes a case-by-case determination relying on its collective judgment and experience when determining overall compensation form and values for each Executive Officer.

The Compensation Committee engaged Korn Ferry, an independent outside compensation consultant in 2021 regarding Executive Compensation matters. The Compensation Committee viewed Korn Ferry as an advisor only, and the Compensation Committee retained the discretion to implement or not implement Korn Ferry’s suggestions. Other than services related to director compensation and executive compensation, Korn Ferry did not provide any other services to the Company.

The Compensation Committee considers compensation data from companies in medical, biotechnology and general industry groups that have similar revenues, veterinary focus and/or are in a similar stage of development to Heska. The Compensation Committee affirmed the continued use of the peer companies established in 2019 for purposes of its 2021 compensation decisions. In 2021, the Compensation Committee, with the assistance of Korn Ferry, completed a thorough review of the compensation data for the following companies (collectively, the “Peer Group”) as part of its review of executive compensation:

•Alphatec Holdings

•Axogen, Inc.

•AtriCure, Inc.

•Cardiovascular Systems

•CryoLife, Inc.

•Glaukos Corp.

•Glenmark Diagnostics, Inc.

•LeMaitre Vascular

•Meridian Bioscience

•Natus Medical

•OraSure Technologies

•Orthofix Medical

•PetIQ

•Trupanion

Base Salary

The Compensation Committee reviews each Named Executive Officer’s base salary at least annually and otherwise on an ‘as-needed’ basis. When reviewing base salaries, the Compensation Committee considers compensation data from companies in the Peer Group. Consideration is also given to prior performance, relevant experience, level of responsibility, and skills and abilities of each Named Executive Officer. Similar positions are grouped to ensure both internal and external pay equity.

In 2021, the Compensation Committee reviewed the CEO’s proposed base pay compensation related to market data within the Peer Group. Based on this market data and Mr. Wilson’s performance and criticality to the Company’s past and future success, the Compensation Committee increased Mr. Wilson’s base salary from $600,000 to $1,000,000, effective June 8, 2021. Prior to this increase in 2021, Mr. Wilson’s base salary had remained unchanged since it was last increased in December 2017. Salary levels for our Named Executive Officers, other than Mr. Wilson, did not change in 2021.


Named Executive Officer			Annual Base Salary (as of 12/31/2021)
Kevin S. Wilson			$1,000,000
Catherine I. Grassman			$325,000
Steven M. Eyl			$350,000
Nancy Wisnewski, Ph.D.			$325,000
Christopher D. Sveen			$300,000

In February 2022, the Compensation Committee approved base salary increases for the other Named Executives as follows:


Named Executive Officer			Annual Base Salary (as of 2/17/2022)
Kevin S. Wilson			$1,000,000
Catherine I. Grassman			$400,000
Steven M. Eyl			$375,000
Nancy Wisnewski, Ph.D.			$375,000
Christopher Sveen			$365,000

Management Incentive Plan

Each year the Compensation Committee determines whether to implement an annual incentive program under our Management Incentive Plan (“MIP”). For any given year, a MIP may be implemented by the Compensation Committee approving four parameters:

1.Participant Category Percentages - the percent of salary, based on position, that determines an individual's targeted bonus compensation,

2.Plan Allocation - a guideline in determining the MIP Payout to an individual, such as the relative weighting of company-wide and individual performance metrics,

3.Key Parameters on which the MIP Payouts are to be based, and

4.Payout Structure by which MIP funding is accrued.

Our CEO will generally make recommendations to the Compensation Committee regarding MIP Payouts for non-executive officer MIP participants; however, all awards for Executive Officers, including the CEO, under the MIP are determined by the Compensation Committee.

The Compensation Committee approved the following target and maximum bonus percentages for the Named Executive Officers under the MIP for the 2021 fiscal year:


Named Executive Officer	2021 Target Bonus (as a % of Salary)	2021 Maximum Bonus (as a % of Salary)
Kevin S. Wilson	100%	150%
Catherine I. Grassman	50%	75%
Steven M. Eyl	50%	75%
Nancy Wisnewski, Ph.D.	50%	75%
Christopher Sveen	50%	75%

After reviewing the Company’s expected financial performance for 2021, the Compensation Committee established the following weightings for each Key Parameters, as well as the following threshold,

target and maximum levels of performance that would result in the corresponding MIP payout for each Key Parameter. These goals aligned to the Company’s targeted financial goals after considering the global uncertain economic environment due to the COVID-19 pandemic as well as full year anticipated revenues attributable to the newly acquired scil animal care company, which was acquired on April 1, 2020. Specifically, due to a full year of scil animal care company’s contributions to depressed margins, accelerated internal investment and the product launch of the Company’s Element AIM, the Company expected Adjusted EBITDA Margin Key Parameter Targets to be lower than the previous year. As a result of the Company’s 2021 financial performance, including record annual revenue, final MIP payouts exceeded the maximum performance objectives for both Key Parameters, as outlined below.

Key Parameter

Weighting

Threshold

Target

Maximum

Actual

Revenue

35%

$220,000K

$225,000K

$235,000K

$253,739K

Adjusted EBITDA Margin (1)

35%

7.0%

8.0%

10.0%

11.7%

Individual Performance

30%

Determined by the Compensation Committee in its sole discretion after considering each Named Executive Officer’s individual performance and contribution to company-wide objectives.

(1)For purposes of the MIP, Adjusted EBITDA excludes interest, taxes, depreciation and amortization, stock-based compensation, acquisition and other one-time costs. See “Non-GAAP Financial Measures” in the Company’s Annual Report on Form 10-K for a description of the calculation of Adjusted EBITDA Margin.

In January, 2022, the Compensation Committee reviewed the Company’s financial and operational performance for the year. Despite continuing government mandated commercial restrictions and economic uncertainty in both North America and Europe, the Compensation Committee considered the Company’s above-maximum performance on both financial Key Parameters. In particular, despite the challenge posed by the pandemic, 2021 subscriptions increased 25%, outpacing the Company’s guidance; North American POC Lab Consumables sales increased 21.5% for the full year, exceeding 2021 Outlook (greater than 20%); International POC Lab Consumable sales were up 42.2% for full year, ahead of 2021 Outlook (greater than 35%); Consolidated gross margin year over year was up 50 bps to 41.7%; Consolidated Revenue was up 28.6% to $253.7 Million; the launch and commercialization of key projects, including the Element AIM, Element RCX, Element RC3X, and Element COAG+; and the Company completed several acquisition targets, giving it exposure to markets, including lateral flow rapids tests and Practice Management Software. The Company’s market capitalization increased by 41.93% from $1,377,087,400 to $1,954,568,100 from year-end 2020 to 2021 and its 1-year total stockholder return was 25.3% over the same time period.

Following review of the Company’s financial and operational performance for 2021, the Compensation Committee reviewed the CEO and each other Named Executive Officers with respect to their individual performance, their direct contributions to record revenues, better than expected Adjusted EBITDA results, and successful acquisition and integration of strategic acquisitions. In determining each Named Executive Officer’s specific MIP bonus payouts, the Compensation Committee considered that the Company’s performance exceeded the maximum performance level for both the Revenue Key Parameter the Adjusted EBITDA Margin Key Parameter, as well as each individual Named Executive Officer’s individual performance and contribution to company-wide objectives. Though Mr. Wilson earned the maximum bonus a as a result of the Company’s performance described above, the Committee, in its discretion, awarded a final payout equal to his target MIP bonus and redistributed the difference between the targeted and maximum amount to reward non-executive employees within the management incentive program in recognition of their excellent 2021 performance and contribution to the Company’s success.

Final MIP bonus payouts to each Named Executive Officer were intended to reward these executives for the Company’s financial and operational performance and their contributions to the significant shareholder value created by the Company over the past year, and were approved as follows:


Named Executive Officer	2021 MIP Bonus	Percent of Maximum Bonus (1)
Kevin S. Wilson	$1,000,000	67%
Catherine I. Grassman	$245,000	100%
Steven M. Eyl	$225,000	86%
Nancy Wisnewski, Ph.D.	$245,000	100%
Christopher D. Sveen	$225,000	100%

(1)Final payout was rounded up to the nearest $5,000.

Long-Term Equity Compensation

The Board and Compensation Committee are responsible for determining the size and terms of long-term equity compensation granted to Executive Officers, taking into account such factors as individual and Company performance and practices of companies in the Peer Group. In lieu of annual long-term compensation grants, the Board and the Compensation Committee have historically focused on a more targeted approach of less frequent, but larger grants of long-term compensation awards to the Executive Officers. They give an overweight emphasis in its compensation mix to performance-based long-term equity compensation in order to encourage long-term value creation and maximize stockholder return. Long-term equity compensation is primarily tied to the Company’s achievement of specific financial performance targets such as revenue, gross margin and EBITDA as well as market-based targets such as stock price appreciation and market outperformance. Commencing in 2022, the Committee approved annual long-term equity awards in the form of performance-based restricted stock awards that vest based on achievement of revenue and gross margin targets. The Committee expects to continue to award smaller, but annual grants for the Executive Officers, other than for Mr. Wilson given the nature of his 2021 grant described below.

In 2021, the Committee made no equity grants to any of the Company’s Named Executive Officers other than to Mr. Wilson, as described further below.

2021 Chief Executive Officer Employment Agreement and Long-Term Equity Grants

Kevin Wilson began employment as CEO in April of 2014. Since that time, the Company’s stock price rose from approximately $11 in April 2014 to approximately $198 on June 8, 2021. Since the effective date of Mr. Wilson’s employment agreement on June 8, 2021, the Company’s stock reached a high of $274.20 on August 24, 2021 before closing 2021 at $182.49 on December 31, 2021. Despite the Company’s recent stock volatility, the Board recognized Mr. Wilson’s multi-year creation of shareholder value and remains confident in the Company’s short and long-term outlook under Mr. Wilson’s leadership.

Given the importance of Mr. Wilson’s leadership, the Board wished to continue his employment for the foreseeable future. In June 2021, Heska entered into a new employment agreement with Mr. Wilson, which extends Mr. Wilson’s employment for an initial four-year period. The terms of this new agreement are described further below under “Employment Agreements -- June 2021 Wilson Employment Agreement.” In determining the appropriate compensation mix for Mr. Wilson, the Board tied a significant portion of total target compensation to the future success of Heska with entirely performance-based equity awards in the form of performance-based options and performance-based restricted stock. These grants are intended to be Mr. Wilson’s next four years’ worth of equity awards. The Company will not grant additional equity to Mr. Wilson during the four-year measurement period.

The Board believes this new employment agreement and associated equity grants will help to ensure Mr. Wilson’s continued exemplary leadership at the Company while also promoting corporate growth, financial success, and long-term shareholder value creation.

The Board entered into this new employment agreement and approved these equity awards after careful consultation with the Compensation Committee’s independent consultant and consideration of several factors outlined below.

1.Market Perspective:

a.The Board and the Compensation Committee evaluated the CEO’s performance and criticality to Heska’s success over the coming years. The output of the evaluation supported a pay package commensurate with historical and expected future performance while remaining within a reasonable compensation range of market comparators.

2.Governance Perspective:

a.The Board desired a contract with terms that would be acceptable to investors and other governance observers and in line with compensation best practices.

b.Key parameters that were considered when developing the contract included:

i.Multi-year grant value that does not exceed what would typically be granted over a four-year period

ii.Total compensation package that is reasonable relative to market and peer practice

iii.No egregious contract provisions (e.g., no tax gross-ups; no excessive change in control cash compensation; and no equity acceleration in the event of poor performance)

iv.Strong restrictive covenants to protect the Company in the event of a future CEO separation

3.Technical Perspective:

a.The Compensation Committee reviewed the accounting treatment of the equity awards

b.Careful consideration was given in determining applicable performance metrics and thresholds to the probability of achieving the various performance goals

4.Internal Perspective:

a.The Board took a holistic view of the contract to ensure consistency from an internal perspective, including:

i.The Company has historically used multi-year contracts and grant structures to motivate the CEO and the executive team. Consistency with that approach was desired

ii.The cost of the equity awards was modeled and confirmed to be within reasonable cost parameters

iii.The equity awards were designed with goals to align with the Company’s targeted performance levels over the coming years

The multi-year grant was formulated with careful consideration of the downside and upside leverage of the equity award. The performance-based awards were established with challenging goals that are achievable through proper execution of corporate strategy and personal leadership. However, the Committee also believed that Mr. Wilson should be rewarded if target levels are exceeded. As such, the grant provides enough upside to incentivize performance in excess of anticipated achievement.

The June 2021 grants were comprised of a combination of performance-based stock options and performance-based restricted stock, as described in the table below.


Award Type	Shares Subject to Award (at Target Performance)	Exercise Price and Term	Performance Vesting Conditions
Performance-Based Stock Options	17,400 (may be earned at 200% of target)	$198.40 per share exercise price (the closing price on the date of grant) 5-year maximum term (the options will expire if not vested and exercised within five years of the date of grant)	Target: 17,400 options vest on the date that the average closing price of a share of common stock over a 20-trading day period equals or exceeds $300 Maximum: an additional 17,400 options vest on the date that the average closing price of a shares of common stock over a 20-trading day period equals or exceeds $350
Performance-Based Restricted Stock (1)	60,000 (may be earned at 300% of target)	N/A	Consolidated Revenue: Up to 90,000 shares vest upon achievement of designated consolidated revenue targets described further below Gross Margin: Up to 45,000 shares vest upon attainment of specified full-year gross margin targets described further below EBITDA Margin: Up to 45,000 shares vest on attainment of designated EBITDA margin targets described further below

(1)The actual number of shares delivered to the CEO under the performance-based restricted stock award may increase or decrease based on performance against these three financial metrics. Each tranche has a separate performance condition and will be measured independently at the end of each fiscal year. Following each fiscal year during the performance period, the Committee will review annual performance with respect to the three performance metrics. If threshold, low target, target, or maximum levels of performance are achieved in the preceding fiscal year a corresponding number of shares will vest. The performance conditions are as follows:


Metric	Threshold	Low Target	Target	Maximum
Consolidated Revenue	$265,000,000	$297,500,000	$330,000,000	$500,000,000
Gross Margin	42%	44.5%	47%	50%
EBITDA margin	12%	14.5%	17%	20%

Other Benefits, Compensation or Arrangements

Our Named Executive Officers receive matching contributions under our 401(k) plan on the same basis as other employees who participate. The Named Executive Officers also participate in our group health and welfare benefits which are open to all full-time employees, including life insurance and short term disability programs for which the Company pays the premiums. In addition, the Named Executive Officers also participate in a supplemental long-term disability benefit program, which provides additional coverage to director-level (and above) employees of the Company, including the Named Executive Officers, as well as an Executive Health Program that provides health screening and assessment focused on promoting the well-being of the Executive Team.

Clawback Policies

We maintain an incentive recoupment and clawback policy that allows us to recover any amounts paid or shares granted under our incentive programs. We include these provisions in our Heska Corporation Stock Incentive Plan, equity grant agreements and various employment agreements. Under the terms of these agreements, we will be entitled to recover any common shares acquired under vested or exercised equity awards or the economic value of previously sold common shares from such awards.

Employment Agreements

June 2021 Wilson Employment Agreement

On June 8, 2021, we entered into an amended and restated employment agreement with Mr. Wilson (the “Wilson Agreement”), which superseded and replaced Mr. Wilson’s existing employment agreement that was set to expire by its terms on December 31, 2021. The Wilson Agreement provides for an initial four-year term with automatic one-year renewals thereafter, subject to six months’ notice of non-renewal by either party. Under the Wilson Agreement, Mr. Wilson receives (i) a base salary of $1,000,000, (ii) a target bonus of at least 50% of base salary, (iii) participation in the Company’s benefit plans, including an automobile stipend of $700 per month and home office and communications stipend of $300 per month, and (iv) the performance-based stock option and restricted share grants described above. The Board also agreed to nominate Mr. Wilson for election to the Board at each stockholder meeting when Mr. Wilson is up for election during the term of the agreement, including at our 2022 Annual Meeting.

Subject to execution of a release of claims, Mr. Wilson is eligible to receive certain severance payments and benefits upon a termination of his employment by the Company without cause or by Mr. Wilson for good reason. If such termination is within three months prior to or 24 months following a change in control, then Mr. Wilson will be eligible for the following severance benefits: (i) lump sum cash payment equal to 2.99x the sum of his base salary and target bonus and (ii) COBRA continuation premiums (or, if no longer eligible for COBRA, a cash payment in lieu thereof) for up to 36 months for him and his dependents. If such termination is not in connection with a change in control, then Mr. Wilson will instead be eligible to receive: (a) cash payment equal to 2.0x the sum of his base salary and target bonus and (b) COBRA continuation premiums (or, if no longer eligible for COBRA, a cash payment in lieu thereof) for up to 24 months. Additionally, if Mr. Wilson’s employment with the Company is terminated as a result of his death or disability, he or his estate will be eligible to receive a pro-rated target bonus for the year of termination and COBRA continuation premiums (or, if no longer eligible for COBRA, a cash payment in lieu thereof) for up to 24 months. The Company’s severance obligations are further subject to Mr. Wilson’s continued compliance with non-competition and non-solicitation covenants which extend for two years following the date of termination if not in connection with a change in control or three years following the date of termination if such termination is in connection with a change in control.

Upon a change in control, any unvested performance-based stock options and performance-based restricted shares will vest based on the greater of target or actual performance through the date of the change in control (based on linear interpolation for performance between target and maximum performance levels). Additionally, if Mr. Wilson’s employment with the Company is terminated as a result of Mr. Wilson’s death or disability, by the Company without cause or by Mr. Wilson for good reason, any unvested restricted shares will vest based on actual performance through the date of such termination.

Employment Agreements with other Named Executive Officers

Each of our other Named Executive Officers are also party to employment agreements. The employment agreements generally provide for the executive’s annual base salary, MIP participation, and benefits eligibility. These employment agreements also provide for severance payments and benefits under certain termination scenarios, as described in more detail below under “Potential Payments Upon Termination or Change-in-Control”. The Compensation Committee has concluded that the payments and benefits set forth

in these employment agreements are standard and consistent with the payments and benefits provided to executives at companies in our Peer Group. In addition, these employment agreements also contain standard noncompetition and non-solicitation covenants. The Named Executive Officer employment agreements are intended to provide the Named Executive Officers with protections appropriate for their positions and in line with those received by comparable executives at companies similar to Heska. Periodically, we review these agreements versus market benchmarks.

Executive Officer Stock Ownership Guidelines

Effective December 19, 2018, following the recommendation of our Corporate Governance Committee, our Board voted to adopt Stock Ownership Guidelines for Executive Officers. Under the guidelines, Chief Executive Officer is to hold a number of shares of common stock at least equal in value to 5x the Chief Executive Officer's base salary. Under the guidelines, the other Executive Officers are to hold a number of shares of common stock at least equal in value to 1.5x their base salary. Officers have three years from the later date of (i) their respective hire dates and (ii) December 19, 2018 to achieve these ownership guidelines. Until an officer achieves the target guideline, he or she is expected to retain 50% of the net shares received upon exercise, vesting or earn-out from awards under our equity incentive plans.

For purposes of Heska’s stock ownership guidelines, an Executive Officer’s stock ownership includes all shares of Heska’s common stock owned outright by the Executive Officer, shares owned jointly by Executive Officer and his or her spouse and any shares held in trust for the benefit of the Executive Officer and/or his or her family members. Shares of unvested restricted common stock count toward compliance but other unvested awards and shares underlying unexercised options do not.

Compensation and Risk

The Compensation Committee has assessed our employee compensation programs and does not believe our compensation policies for our Executive Officers, our sales force or our other employees are reasonably likely to have a material adverse effect on our Company. We generally pay our sales force commissions based on sales volume and other targets, which we believe is typical in our industry.

Compensation Tax Deductibility

The Compensation Committee is also sensitive to, and tries to optimize, tax implications. This includes the impact of federal tax laws on our compensation programs, including the deductibility of compensation paid to the Named Executive Officers, as limited by Section 162(m) of the Code. Under this Code section, compensation paid to certain covered employees in excess of $1.0 million is generally not deductible unless it qualifies for certain transition relief applicable for compensation paid pursuant to a written binding contract that was in effect as of November 2, 2017. However, even compensation originally intended to satisfy the requirements for exemption from Section 162(m) may not be fully deductible.

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.


			THE COMPENSATION COMMITTEE

			Sharon J. Maples, Chair
			Mark F. Furlong
			Scott W. Humphrey

March 21, 2022

Historical and Summary Compensation Tables

The following table sets forth compensation for services rendered to us during the applicable year by the Named Executive Officers. The following table represents compensation recognized for financial reporting purposes for each of the Named Executive Officers in a given year. The "Stock Awards" column lists the cost of restricted stock granted to each of the Named Executive Officers recognized for financial reporting purposes. The "Option Awards" column lists the cost of options granted to each of the Named Executive Officers recognized for financial reporting purposes. In general, restricted stock and stock options are valued at the time of grant with the corresponding cost amortized ratably over the corresponding vesting period. Because we have not historically granted equity awards on an annual basis, we believe that this table more accurately reflects how the Compensation Committee viewed total compensation for each Named Executive Officer when making determinations about individual compensation decisions in 2021. This Historical Compensation Table is not a substitute for the required disclosures included in the Summary Compensation Table set forth following this Historical Compensation Table.

Historical Compensation Table


Name and Principal Position		Salary ($) (1)	Bonus ($)(2)	Stock Awards ($)(3)	Option Awards ($)(3)	All Other Compensation ($) (5)	Total ($)
Kevin S. Wilson Chief Executive Officer and President	2021 2020 2019	825,758 600,000 600,000	1,000,000 500,000 —	4,286,272 2,047,485 429,930	1,029,425 267,391 266,660	13,308 11,239 9,296	7,154,762 3,426,115 1,305,886
Catherine I. Grassman Executive Vice President, Chief Financial Officer	2021 2020 2019	325,000 314,792 256,767	245,000 220,000 —	444,549 242,660 139,584	454,338 431,306 216,049	13,298 9,743 9,743	1,482,185 1,218,500 622,143
Steven M. Eyl Executive Vice President, Chief Commercial Officer and President, scil animal care company	2021 2020 2019	350,000 335,417 300,000	225,000 175,000 —	876,760 641,262 161,527	604,989 625,258 319,435	12,633 10,920 10,341	2,069,381 1,787,857 791,303
Nancy Wisnewski Ph.D. Executive Vice President, Chief Operating Officer	2021 2020 2019	325,000 317,708 300,000	245,000 145,000 —	395,805 401,754 161,527	361,613 430,069 286,522	11,226 11,595 11,216	1,338,644 1,306,127 759,265
Christopher D. Sveen Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary of Heska Corporation, President, Diamond Animal Health	2021	300,000	225,000	245,541	516,636	11,407	1,298,584

The following table sets forth compensation for services rendered to us during the applicable year by the Named Executive Officers in accordance with the requirements under Item 402(c) of Regulation S-K. The following table contains the same information as above with the exception of the columns entitled "Stock Awards" and "Option Awards." "Stock Awards" in the following table represent the grant date fair value for all stock grants for a given individual in a given year rather than the cost of stock grants for such individual recognized in such year for financial reporting purposes. "Option Awards" in the following table represent the grant date option value for all stock options granted to a given individual in a given year rather than the cost of stock option grants for such individual recognized in such year for financial reporting purposes.

Summary Compensation Table


Name and Principal Position		Salary ($) (1)	Bonus ($)(2)	Stock Awards ($)(4)	Option Awards ($)(4)	All Other Compensation ($) (5)	Total ($)
Kevin S. Wilson Chief Executive Officer and President	2021 2020 2019	825,758 600,000 600,000	1,000,000 500,000 —	14,880,000 599,932 —	2,631,402 — —	13,308 11,239 9,296	19,350,468 1,711,172 609,296
Catherine I. Grassman Executive Vice President, Chief Financial Officer	2021 2020 2019	325,000 314,792 256,767	245,000 220,000 —	— — 946,366	— 1,130,438 255,313	13,298 9,743 9,743	583,298 1,674,972 1,468,189
Steven M. Eyl Executive Vice President, Chief Commercial Officer and President, scil animal care company	2021 2020 2019	350,000 335,417 300,000	225,000 175,000 —	— 1,394,600 —	— 1,256,114 —	12,633 10,920 10,341	587,633 3,172,051 310,341
Nancy Wisnewski Ph.D. Executive Vice President, Chief Operating Officer	2021 2020 2019	325,000 317,708 300,000	245,000 145,000 —	— — —	— 1,130,419 —	11,226 11,595 11,216	581,226 1,604,723 311,216
Christopher D. Sveen Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary of Heska Corporation, President, Diamond Animal Health	2021	300,000	225,000	—	—	11,407	536,407

(1)Salary includes amounts, if any, deferred pursuant to our 401(k) plan.

(2)Amounts earned pursuant to cash payouts under our MIP. Amounts indicated are for the year in which compensation was earned. For Ms. Grassman, this amount, for 2020 only, also includes a $75,000 discretionary bonus paid in connection with the Company’s acquisition of scil animal care company.

(3)Represents cost recognized in each year for financial reporting purposes, based on estimates determined under valuation techniques meeting the requirements of Accounting Standards Codification (ASC) Topic 718.

(4)For 2021, represents the grant date fair value of stock awards and option awards in accordance with ASC Topic 718, disregarding estimated forfeitures and, with respect to awards that vest subject to achievement of performance conditions, based on the probable outcome of such performance conditions. A more detailed description of our grant date fair value calculations can be found in our 2021 Form 10-K in our Note 12 "Capital Stock" of the Notes to Consolidated Financial Statements. For Mr. Wilson's 2021 performance-based restricted stock award, if the probable outcome of the performance conditions on the date of grant had been maximum performance, then the grant date fair value would have been $35,712,000.

(5)Includes life insurance premiums, short-term and long-term disability premiums and 401(k) matching contributions made by the Company.

Grants of Plan-Based Awards in Last Fiscal Year

The following table shows the equity awards granted in the fiscal year ended December 31, 2021 to the Named Executive Officers. No Named Executive Officers, other than Mr. Wilson received equity grants in 2021.

Grants of Plan-Based Awards


		Estimated Future Payouts Under Equity Incentive Plan Awards
Name	Grant Date	Threshold (#)	Target (#)	Maximum (#)	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($) (3)
Kevin S. Wilson	6/8/2021 (1)	—	60,000	180,000	—	14,880,000
	6/8/2021 (2)	—	17,400	34,800	198.40	2,631,402

(1)Reflects performance-based restricted stock which vests on achievement of revenue, gross margin and adjusted EBITDA measures, with 60,000 becoming earned if “target” levels of each performance metric are achieved and an aggregate of 180,000 becoming earned only if “maximum” levels of each performance metric are achieved. See “2021 Chief Executive Officer Employment Agreement and Long-Term Equity Grants” above.

(2)Reflects performance-based stock options, which vest on achievement of specified stock price targets, with 17,400 becoming earned if “target” levels of the performance metric are achieved and 34,800 becoming earned only if “maximum” levels of the performance metric are achieved. See “2021 Chief Executive Officer Employment Agreement and Long-Term Equity Grants” above.

(3)Represents the grant date fair value of stock awards and option awards in accordance with ASC Topic 718, disregarding estimated forfeitures and, with respect to awards that vest subject to achievement of performance conditions, based on the probable outcome of such performance conditions. A more detailed description of our grant date fair value calculations can be found in our 2021 Form 10-K in our Note 12 "Capital Stock" of the Notes to Consolidated Financial Statements.

Outstanding Equity Awards at Fiscal Year-End

The following table shows unexercised stock options and unvested stock awards held as of December 31, 2021 by the Named Executive Officers.


	Option Awards					Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable (1)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date (2)	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($) (16)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (16)
Kevin S. Wilson	11,000	—	—	8.35	2/23/2023	—	—	28,125 (4)	5,132,531
	25,000	—	—	7.36	11/20/2023	—	—	—	—
	30,000	—	—	69.77	3/6/2028	—	—	5,000 (5)	912,450
	—	—	34,800 (23)	198.40	6/8/2026	—	—	33,000 (6)	6,022,170
	—	—	—	—	—	—	—	180,000 (3)	32,848,200
Catherine I. Grassman	5,000	—	—	69.77	3/6/2028	656 (7)	119,713	—	—
	10,000	—	—	70.10	5/31/2029	—	—	3,849 (6)	702,404
	5,000	5,000 (17)	—	60.94	4/15/2030	—	—	3,280 (8)	598,567
	—	—	35,000 (18)	60.94	4/15/2030	—	—	—	—
	—	—	—	—	—	—	—	584 (5)	106,574
	—	—	—	—	—	906 (10)	165,336	906 (11)	165,336
	—	—	—	—	—	—	—	805 (9)	146,904
	—	—	—	—	—	—	—	5,317 (6)	970,299
	—	—	—	—	—	—	—	4,531(8)	826,862
Steven M. Eyl	9,063	—	—	72.85	12/28/2026	1,562 (7)	285,049	—	—
	4,959	—	—	39.76	12/28/2025	—	—	9,165 (6)	1,672,521
	1,146	—	—	18.13	12/30/2024	—	—	7,813 (8)	1,425,794
	20,000	—	—	69.77	3/6/2028	—	—	—	—
	15,000	15,000 (17)	—	60.94	4/15/2030	—	—	1,389 (5)	253,479
	—	—	20,000 (19)	60.94	4/15/2030	—	—	5,000 (12)	912,450
	—	—	—	—	—	—	—	5,000 (13)	912,450
	—	—	—	—	—	—	—	10,000 (14)	1,824,900
Nancy Wisnewski, Ph.D.	11,400	—	—	72.85	12/28/2026	1,562 (7)	285,049	—	—
	11,000	—	—	39.76	12/28/2025	—	—	9,165 (6)	1,672,521
	11,000	—	—	18.13	12/30/2024	—	—	7,813 (8)	1,425,794
	18,000	—	—	7.36	11/20/2023	—	—	—	—
	10,000	—	—	8.55	12/18/2022	—	—	1,389 (5)	253,479
	20,000	—	—	69.77	3/6/2028	—	—	—	—
	—	5,000 (17)	—	60.94	4/15/2030	—	—	—	—
	10,000	—	30,000 (20)	60.94	4/15/2030	—	—	—	—
Christopher D. Sveen	8,000	4,000	—	71.84	9/23/2029	—	—	1,500 (22)	273,735
	5,000	5,000 (17)	—	60.94	4/15/2030	—	—	3,750 (8)	684,338
	—	—	35,000 (21)	60.94	4/15/2030	—	—	4,400 (6)	802,956
	—	—	—	—	—	—	—	666 (15)	121,538

(1)Unless otherwise noted, all unexercisable options reported in this column are to vest and become exercisable in equal monthly amounts until the final monthly vesting date, when all options will be vested and exercisable, which is to occur one day following the day six years prior to the listed option expiration date.

(2)Options are subject to earlier termination in certain events related to termination of service.

(3)To vest upon achievement of revenue, gross margin and adjusted EBITDA measures, with 60,000 becoming earned if “target” levels of each performance metric are achieved and an aggregate of 180,000 becoming earned only if “maximum” levels of each performance metric are achieved.

(4)To vest in three equal tranches upon the Company achieving fiscal year Operating Income results of $25 million, $30 million and $35 million and which may vest no sooner than the later of: (i) the date occurring in calendar year 2022 that the Company’s independent registered public accountants issue their financial report for the preceding fiscal year and (ii) the date the Company’s independent registered public accountants issue their financial report for the preceding fiscal year in which the proposed vesting result has been achieved, subject to other vesting provisions in the related restricted stock grant agreement.

(5)To vest if the Company’s stock price outperforms the S&P 500 index for the period from March 7, 2018 to March 7, 2022, subject to other vesting provisions in the related restricted stock grant agreement.

(6)To vest in four equal tranches upon the Company achieving fiscal year Revenue results of $170 million, $200 million, $230 million and $260 million and which is to vest no sooner than the later of (i) the Reporting Date in 2022 with the exception of the $200 million revenue target, which may vest on the Reporting Date in 2021 and (ii) the date the Company’s independent registered public accountants issue their financial report for the preceding fiscal year in which the proposed vesting result has been achieved, subject to other vesting provisions in the related restricted stock grant agreement.

(7)Represents shares for which the market-based performance condition has been met and vested on March 7, 2022.

(8)To vest in three equal tranches upon the Company achieving fiscal year Operating Income results of $25 million, $30 million and $35 million and which is to vest on the date the Company’s independent registered public accountants issue their financial report for the preceding fiscal year in which the proposed vesting result has been achieved, subject to other vesting provisions in the related restricted stock grant agreement.

(9)To vest if the Company’s stock price outperforms the S&P 500 index for the period from June 1, 2019 to June 1, 2022. All shares subject to other vesting provisions in the related restricted stock grant agreement.

(10)Represents 906 shares to vest on June 1, 2022, subject to other vesting provisions in the related restricted stock grant agreement.

(11)Represents 906 shares that will vest upon the Company's stock price achieving a trailing 20-day average price of $131.00, subject to other vesting provisions in the related restricted stock grant agreement.

(12)To vest in two equal tranches upon the Company achieving fiscal year Gross Margin results of 45% and 47%, which may vest on the date the Company’s independent registered public accountants issue their financial report for the preceding fiscal year in which the proposed vesting result has been achieved, subject to other vesting provisions in the related restricted stock grant agreement.

(13)To vest in two equal tranches upon the Company achieving fiscal year EBITDA results of $15.0MM USD and $20.0MM USD, which may vest on the date the Company’s independent registered public accountants issue their financial report for the preceding fiscal year in which the proposed vesting result has been achieved, subject to other vesting provisions in the related restricted stock grant agreement.

(14)To vest in four equal tranches upon the Company achieving fiscal year International Segment EBITDA results of $5.0MM USD, $6.0MM USD, $7.0MM USD, and $8.0MM USD, which may vest on the date the Company’s independent registered public accountants issue their financial report for the preceding fiscal year in which the proposed vesting result has been achieved, subject to other vesting provisions in the related restricted stock grant agreement.

(15)To vest, if the Company’s stock price outperforms the S&P 500 index for the period from September 24, 2019 to September 24, 2022. All shares, subject to other vesting provisions in the related restricted stock grant agreement.

(16)Reflects the value of unvested restricted stock awards as of December 31, 2021 based on the closing market price per share of our stock on such date of $182.49.

(17)To vest December 31, 2022.

(18)10,000 to vest on achievement of designated consolidated revenue targets, 10,000 to vest upon attainment of specified full-year gross margin targets, 7,500 of which vests on attainment of International Segment EBITDA targets, and 7,500 to vest upon attainment of consolidated EBITDA targets, in each case by Dec. 31, 2023 and subject to the Named Executive Officer’s continued employment.

(19)To vest on attainment of designated revenue targets by December 31, 2023.

(20)To vest based on achievement of project and product-based targets by December 31, 2023.

(21)10,000 to vest on achievement of designated consolidated revenue targets, 10,000 to vest upon attainment of specified full-year gross margin targets, and 15,000 of which vests on attainment of EBITDA targets, in each case by December 31, 2023 and subject to the Named Executive Officer’s continued employment.

(22)To vest upon the Company’s stock price achieving a trailing 20-day average price of $103.82 and $125.30, subject to other vesting provisions in the related restricted stock grant agreement.

(23)To vest on achievement of specified stock price targets, with 17,400 becoming earned if “target” levels of the performance metric are achieved and 34,800 becoming earned only if “maximum” levels of the performance metric are achieved.

Option Exercises and Stock Vested

The following table shows aggregate exercises of stock options and vesting of restricted shares in the fiscal year ended December 31, 2021 for each of the Named Executive Officers.


	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($) (1)	Number of Shares Acquired on Vesting (#)	Value Realized On Vesting ($) (2)
Kevin S. Wilson	—	—	5,625	909,394
Catherine I. Grassman	5,000	1,301,210	1,564	290,829
Steven M. Eyl	—	—	1,563	268,336
Nancy Wisnewski, Ph.D.	17,500	3,514,475	1,563	268,336
Christopher D. Sveen	—	—	750	193,350

(1)Option awards value realized is determined by multiplying (i) the amount by which the market value of our stock at the time of exercise exceeded the applicable exercise price by (ii) the number of shares of our stock for which the options were exercised.

(2)Stock awards value realized is determined by multiplying (i) the market value of our stock on the vesting date by (ii) the number of restricted shares that vested on that date.

Potential Payments Upon Termination or Change-in-Control

The following table summarizes the potential payments and benefits payable to each of the Named Executive Officers upon termination of employment or in connection with a change-in-control under each situation listed below, assuming, in each situation, that our Named Executive Officers were terminated on December 31, 2021 as determined under the terms of our plans and arrangements as in effect on December 31, 2021 and, for acceleration of stock options and restricted stock awards, based on the closing market price per share of our stock on December 31, 2021 of $182.49.

Payments Upon Termination (Without a Change-in-Control). Pursuant to their respective employment agreements, each of Mr. Wilson, Ms. Grassman, Mr. Eyl, Dr. Wisnewski, and Mr. Sveen, in the event that he or she is involuntarily terminated, he or she is entitled to receive severance benefits that include a cash severance payment and the cost of health insurance premiums as set forth in the table below.

Payments Upon Change-in-Control. Pursuant to their respective employment agreements, each of Mr. Wilson, Ms. Grassman, Mr. Eyl, Dr. Wisnewski, and Mr. Sveen, in the event he or she is terminated in connection with a change-in-control is entitled to receive enhanced severance benefits that include a cash severance payment and the cost of health insurance premiums as set forth in the table below. In addition, as provided in the underlying plan documents, all MIP participants, including Named Executive Officers, are entitled to a prorated target MIP payout upon a change-in-control, and stock options issued to an employee under our standard stock option agreements are to vest in full if the employee, including any such employee who is a Named Executive Officer, is terminated in connection with a change-in-control. All outstanding awards held by or Named Executive Officers vest upon a change-in-control.

Payments Upon Death or Disability. In the event of death or disability, Mr. Wilson, Ms. Grassman, Mr. Eyl, Dr. Wisnewski, and Mr. Sveen are each entitled to receive the death benefits under our life insurance plan or the disability benefits under our disability plan, as appropriate, as set forth below. Mr. Wilson, Ms. Grassman, Mr. Eyl, and Mr. Sveen are entitled to certain payments in the case of death or disability under their respective employment contracts. In addition, as provided in the plan documents, a MIP participant who dies, including a Named Executive Officer, is entitled to a prorated MIP payout to his or her designated beneficiary, and stock options issued to an employee under our standard stock option agreements are to vest in full.

Potential Payments Upon Termination or Change-in-Control (1)


Executive Benefits and Payments Upon Termination	Voluntary Termination or Termination for Cause ($)	Involuntary Termination Not for Cause Other Than in Connection With a Change-in-Control ($)	Involuntary Termination Not for Cause in Connection With a Change-in-Control ($) (4)	Death ($)	Disability ($)
Kevin S. Wilson Cash Severance Bonus (2) Medical continuation Death benefits Monthly disability benefits Value of accelerated stock options Value of accelerated stock awards	— — — — — — —	4,000,000 1,000,000 52,878 — — — —	5,980,000 1,000,000 79,316 — — — 44,915,351	1,000,000 1,000,000 52,878 300,000 — — 44,915,351	1,000,000 1,000,000 52,878 — 20,000 — 44,915,351
Catherine I. Grassman Cash Severance Bonus (2) Medical continuation Death benefits Monthly disability benefits Value of accelerated stock options (3) Value of accelerated stock awards	— — — — — — —	325,000 162,500 7,504 — — — —	325,000 162,500 15,008 — — 4,862,000 3,801,997	325,000 162,500 7,504 300,000 — 4,862,000 3,801,997	325,000 162,500 7,504 — 16,000 4,862,000 3,801,997
Steven M. Eyl Cash Severance Bonus (2) Medical continuation Death benefits Monthly disability benefits Value of accelerated stock options (3) Value of accelerated stock awards	— — — — — — —	175,000 175,000 26,439 — — — —	350,000 175,000 52,878 — — 4,254,250 7,286,643	175,000 175,000 26,439 300,000 — 4,254,250 7,286,643	175,000 175,000 26,439 — 16,000 4,254,250 7,286,643
Nancy Wisnewski, Ph.D. Cash Severance Bonus (2) Medical continuation Death benefits Monthly disability benefits Value of accelerated stock options (3) Value of accelerated stock awards	— — — — — — —	162,500 162,500 4,363 — — — —	325,000 162,500 8,726 — — 4,254,250 3,636,843	— 162,500 — 300,000 — 4,254,250 3,636,843	— 162,500 — — 16,000 4,254,250 3,636,843
Christopher D. Sveen Cash Severance Bonus (2) Medical continuation Death benefits Monthly disability benefits Value of accelerated stock options (3) Value of accelerated stock awards	— — — — — — —	150,000 150,000 4,363 — — — —	300,000 150,000 8,726 — — 5,304,600 1,882,567	150,000 150,000 4,363 300,000 — 5,304,600 1,882,567	150,000 150,000 4,363 — 16,000 5,304,600 1,882,567

(1)Based on 2021 salary and cost information.

(2)Except in the case of voluntary termination or termination of cause, includes an assumed MIP payout of 50% (or 100%, in the case of Mr. Wilson) of the Named Executive Officer's full base salary. Such amounts reflect each officer’s 2021 target MIP bonus amount.

(3)Calculated based on December 31, 2021 closing price of $182.49 per share less strike price of each accelerated stock option with a strike price less than $182.49. Stock Options issued to any employee under our standard stock option agreement under the Heska Corporation Equity Incentive Plan will vest in full if the employee, including any such employee who is an Executive Officer, is terminated in connection with a change-in-control.

(4)In the event of a Change-in-Control that does not result in the termination of a Named Executive Officer, the value of accelerated stock options and the value of accelerated stock awards upon such Change-in-Control would be equal to the value of accelerated stock options and the value of accelerated stock awards as if such Named Executive Officer had been terminated in connection with a Change-in-Control, as reflected in this column.

PAY RATIO DISCLOSURE

Under Item 402(u) of Regulation S-K, we are required to disclose certain information regarding the ratio of the annual total compensation of our Chief Executive Officer to that of our median compensated employee. The ratio of annual total compensation for the year ended December 31, 2021 for our median compensated employee to that of our Chief Executive Officer was 1:358.3.

We determined our median compensated employee by reviewing the total cash compensation for all of our employees as of December 31, 2021, excluding the 5 employees of our Malaysian subsidiary, the 7 employees of our Australian subsidiary, and the 8 employees of our Swiss subsidiary, who collectively represented less than 5% of our total 651 global employees as of such date, as well as our Chief Executive Officer. For cash compensation paid in currency other than the US Dollar, we translated cash compensation using the exchange rate in effect on December 31, 2021. We calculated total compensation in the manner described in the "Summary Compensation Table" above for the median employee and determined total compensation for the year ended December 31, 2021 for such individual to be $54,001.76. Using the same approach, total compensation for the year ended December 31, 2021 for our Chief Executive Officer is $19,350,468.00 as further described in our "Summary Compensation Table" above.

The SEC’s rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

AUDITOR FEES AND SERVICES

Grant Thornton was our independent registered public accounting firm during fiscal 2021. Plante Moran was our independent registered public accounting firm from January 1 to May 21 during fiscal 2020. On May 21, 2020, our Audit Committee approved the dismissal of Plante Moran as the Company's independent registered public accounting firm. On the same day, our Audit Committee approved the appointment of Grant Thornton as the Company's new independent registered public accounting firm, effective immediately, to perform independent audit services for the remainder of the fiscal year ending December 31, 2020. The following table sets forth the aggregate fees billed by Grant Thornton and Plante Moran to the Company for audit services rendered in connection with the consolidated financial statements and reports in 2021 and 2020, respectively, and for other services rendered during 2021 and 2020 on behalf of Heska and its subsidiaries, as well as all out-of-pocket costs incurred in connection with these services which have been billed to Heska and its subsidiaries.


	2021 ($)	2020 ($)
Audit Fees (1)	1,102,636 (4)	961,232 (4)
Audit Related Fees	—	—
Tax Fees (2)	9,009	—
All Other Fees (3)	—	14,963
Total	1,111,645 (4)	976,195 (4)

(1)Audit fees represent fees for the audit of our annual financial statements included in our Annual Reports on Form 10-K, review of financial statements included in our Form 10-Q Quarterly Reports and services that are normally provided by the independent auditors in connection with statutory and regulatory filings including review of proxy statements and consents for historical audit opinions.

(2)Tax Fees include tax compliance, tax advice, and tax planning.

(3)Other fees include review of unusual transactions and review of equity offerings.

(4)All non-USD currencies were translated into U.S. dollars using the applicable exchange rates as of December 31, 2020 and 2021, respectively.

Pre-Approval Policy. Our Audit Committee pre-approves auditing services and non-audit services not prohibited by law to be performed by our independent registered public accounting firm. Our Audit Committee also pre-approves associated fees, except for de minimis amounts for non-audit services, which are approved by our Audit Committee prior to the completion of the audit.

Change in Independent Registered Public Accounting Firm

As previously disclosed in our Current Report on Form 8-K (the “Form 8-K”) filed with the Commission on May 21, 2020, the Audit Committee of the Company approved the dismissal of Plante Moran as the Company's independent registered public accounting firm.