DEF 14A 1 ny20008236x1_def14a.htm DEF 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant			☒
Filed by a Party other than the Registrant			☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☒	Definitive Proxy Statement

☐	Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to § 240.14a-12

LOOP INDUSTRIES, INC.

(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):

☒			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.

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Loop Industries, Inc.

480 Fernand-Poitras Street

Terrebonne, Québec, Canada, J6Y 1Y4

NOTICE OF THE 2023 ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholders:

The format of our 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”) will be a virtual-only meeting on June 28, 2023 at 10:00 a.m. ET, for the purpose of considering and acting upon the following proposals:

(1)	To elect five members of the Board of Directors to hold office until the next annual meeting of stockholders or until their respective successors have been elected and qualified;

(2)	To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending February 29, 2024;

(3)	To hold an advisory vote on executive compensation; and

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

Shareholders will not be able to attend the 2023 Annual Meeting physically in person. The virtual meeting and live audio webcast can be accessed at www.virtualshareholdermeeting.com/LOOP2023.

To vote or submit questions during the virtual meeting, shareholders must enter the 16-digit control number included on the proxy card, voting instruction form, notice or email that they previously received. Online access to the audio webcast will open shortly prior to the start of the 2023 Annual Meeting. Guests without a control number may also attend the meeting but will not have the option to vote shares or ask questions.

All shareholders, whether or not planning to attend the 2023 Annual Meeting, are encouraged to vote promptly in advance of the meeting by using one of the methods described in the attached proxy materials for the 2023 Annual Meeting. A proxy card is enclosed for your use. We ask that you carefully review, complete, sign, date and return the proxy card or vote by Internet according to the instructions above and included on the proxy card.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders

The Board of Directors has fixed the close of business on May 4, 2023 as the record date for determination of stockholders entitled to receive notice of, and to vote at, the 2023 Annual Meeting and at any postponements or adjournments thereof. A list of stockholders entitled to vote at the 2023 Annual Meeting will be available at the meeting being held via live webcast and for ten days prior to the 2023 Annual Meeting.

Our Annual Report on Form 10-K for the fiscal year ended February 28, 2023 accompanies this Notice of Annual Meeting of Stockholders and Proxy Statement. We have elected to provide access to our proxy materials both by sending you this full set of proxy materials, including a proxy card, and by notifying you of the availability of our proxy materials on the Internet. These documents may also be accessed on the Broadridge Financial hosted site www.proxyvote.com.

Please refer to the Proxy Statement, which forms a part of this notice and is incorporated herein by reference, for further information with respect to the business to be transacted at the 2023 Annual Meeting.

			By Order of the Board of Directors,

			(s) Fady Mansour
			Fady Mansour
			Chief Financial Officer
			Terrebonne, Québec

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PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

June 28, 2023

This Proxy Statement is furnished in connection with the solicitation by Loop Industries, Inc. (the “Company”) on behalf of the Board of Directors (the “Board” or the “Board of Directors”) of proxies for use at our 2023 Annual Meeting of Stockholders to be held on June 28, 2023 via live webcast (the “2023 Annual Meeting”). A copy of our Annual Report on Form 10-K for the year ended February 28, 2023, together with this proxy statement and accompanying proxy card and notice, will be first mailed and made available on or about May 18, 2023.

EXPLANATORY NOTES

All monetary amounts shown in this Proxy Statement are expressed in United States dollars, unless otherwise expressly noted. Canadian dollars are referred to as “CAD.” In various places throughout this proxy, we have assumed an exchange rate to convert any Canadian dollars into U.S. dollars of $1.00 CAD = $0.7620 U.S., which was the average exchange rate for fiscal 2023. We make no representation that the Canadian dollar or U.S. dollar amounts referred to in this proxy could have been converted into U.S. dollars or Canadian dollars, as the case may be, at any particular rate or at all.

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			Page
VOTING RIGHTS			1
RECORD DATE AND SHARE OWNERSHIP			1
PROXIES			1
STOCKHOLDER PROPOSALS			1
PROXY SOLICITATION COSTS			2
PROPOSAL ONE: ELECTION OF DIRECTORS			3
Information Regarding Director to Be Elected by Holder of Our Series A Preferred Stock			3
Information Regarding the Nominees for Election as Directors			3
Required Vote & Recommendation of the Board			4
CORPORATE GOVERNANCE			5
Board of Director Meetings and Committees			5
Controlled Company Status			5
Board Independence			5
The Board’s Leadership Structure			5
Committees of the Board of Directors			6
Consideration of Director Nominees			8
Annual Meeting Attendance			9
Stockholder Communications with the Board of Directors			9
Code of Ethics			9
Indemnification Agreements			10
Rule 10b5-1 Trading Plans			10
Board’s Role in Risk Oversight			10
Compensation of Non-Employee Directors			10
Fiscal 2023 Non-Employee Director Compensation Table			11
Board Diversity			12
EXECUTIVE OFFICERS			13
EXECUTIVE COMPENSATION			14
COMPENSATION TABLES			23
PAY VERSUS PERFORMANCE			30
TRANSACTIONS WITH RELATED PERSONS			33
Transactions and Relationships with Directors, Director Nominees, Executive Officers and Five Percent Stockholders			33
PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			34
Audit Fees During Fiscal Years 2023 and 2022			34
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm			34
Required Vote & Recommendation of the Board			35
AUDIT COMMITTEE REPORT			36
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			37
PROPOSAL THREE: ADVISORY VOTE ON EXECUTIVE COMPENSATION			39
Required Vote & Recommendation of the Board			39
OTHER MATTERS			40
DELINQUENT SECTION 16(A) REPORTS			40
HOUSEHOLDING OF ANNUAL MEETING MATERIALS			40
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS			40
ANNUAL REPORT ON FORM 10-K			40
COST OF SOLICITATION			40
NON-SOLICITATION MATERIALS			40

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VOTING RIGHTS

Each share of our common stock, par value $0.0001 per share (the “Common Stock”), entitles the holder thereof to one vote on matters to be acted upon at the 2023 Annual Meeting, including the election of directors. Votes cast in person or by proxy at the 2023 Annual Meeting will be tabulated by Broadridge Financial Solutions, Inc., the Inspector of Elections. Any proxy that is returned using the form of proxy enclosed or voted by Internet according to the instructions included on the proxy card will be voted in accordance with the instructions thereon, and if no instructions are given, will be voted: (i) “FOR” the election of all of the director nominees as described in Proposal One; (ii) “FOR” ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm as described in Proposal Two; (iii) “FOR” the approval of the advisory resolution relating to our executive compensation as described in Proposal Three; and (iv) if any other business is properly brought before the 2023 Annual Meeting, shares subject to proxies will be voted, to the extent permitted by the rules and regulations of the Securities and Exchange Commission, in accordance with the discretion of the persons voting such proxies. A stockholder may indicate on the enclosed proxy or its substitute that it is abstaining from voting on a particular matter (an “abstention”). A broker may indicate on the enclosed proxy or its substitute that it does not have discretionary authority as to certain shares to vote on a particular matter (a “broker non-vote”). Abstentions and broker non-votes are each tabulated separately.

The Inspector of Elections will determine whether or not a quorum is present at the 2023 Annual Meeting. In general, Nevada law and our Amended and Restated By-laws dated as of April 4, 2018 (the “By-laws”) provide that a majority of the shares issued and outstanding and entitled to vote, present in person or represented by proxy, constitutes a quorum. Abstentions and broker non-votes of shares that are entitled to vote are treated as shares that are present in person or represented by proxy for purposes of determining the presence of a quorum.

In determining whether a proposal has been approved, abstentions are treated as present in person or represented by proxy and entitled to vote, but not as voting for such proposal, and hence have the same effect as votes against such proposal, while broker non-votes are not treated as present in person or represented by proxy but not entitled to vote, and hence have no effect on the vote for such proposal.

RECORD DATE AND SHARE OWNERSHIP

Holders of record of Common Stock as of the close of business on May 4, 2023 have the right to receive notice of and to vote at the 2023 Annual Meeting. On May 4, 2023, we had issued and outstanding 47,521,187 shares of Common Stock.

PROXIES

Proxies for use at the 2023 Annual Meeting are being solicited by the Company from our stockholders. Any person giving a proxy in the form accompanying this Proxy Statement has the power to revoke it at any time before its exercise by (i) filing with the Secretary of the Company a signed written statement revoking his or her proxy or (ii) submitting an executed proxy bearing a date later than that of the proxy being revoked. A proxy may also be revoked by attendance at the 2023 Annual Meeting and the election to vote in person. Attendance at the 2023 Annual Meeting will not by itself constitute the revocation of a proxy.

STOCKHOLDER PROPOSALS

Proposals of stockholders that are intended to be presented at our 2024 Annual Meeting of Stockholders must comply with the requirements of SEC Rule 14a-8 and must be received by us no later than Friday, January 19, 2024 in order to be included in our Proxy Statement and form of proxy relating to the meeting. Under the advance notice provisions in our By-laws, a stockholder proposal or a nomination for director for our 2024 Annual Meeting of Stockholders that is not to be included in our Proxy Statement and form of proxy relating to the meeting must be received by us no earlier than Monday, March 4, 2024 and no later than Wednesday, April 3, 2024. Our By-laws also require that certain information and acknowledgements with respect to the proposal or nomination be set forth in the stockholder’s notice. A copy of the relevant bylaw provision is available upon written request to Loop Industries, Inc., 480 Fernand-Poitras Street, Terrebonne, Quebec, Canada J6Y 1Y4, Attention: Chief Financial Officer. Further, our By-laws were filed as Exhibit 3.1 to our Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on April 10, 2018 and may be accessed through the SEC’s website at www.sec.gov/edgar. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this Proxy Statement and references to our website address in this Proxy Statement are inactive textual references only.

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PROXY SOLICITATION COSTS

The expense of solicitation of proxies will be borne by the Company. In addition to solicitation of proxies by mail, certain officers, directors and Company employees, who will receive no additional compensation for their services, may solicit proxies by telephone or in person. We are required to request brokers and nominees who hold stock in their name to furnish this proxy material to beneficial owners of the stock and will reimburse such brokers and nominees for their reasonable out-of-pocket expenses in so doing.

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PROPOSAL ONE

ELECTION OF DIRECTORS

The Board of Directors has approved Andrew Lapham, Jonghyuk Lee, Louise Sams, Laurence Sellyn and Jay Stubina as nominees for re-election at the 2023 Annual Meeting. Immediately prior to the 2023 Annual Meeting, we also expect that Daniel Solomita will be elected to the Board upon the affirmative vote of the sole holder of our Series A Preferred Stock, resulting in a total of six directors. Except as set forth below, unless otherwise instructed, the persons appointed in the accompanying form of proxy will vote the proxies received by them FOR the nominees named below, all of whom are presently directors of the Company. The term of office of each person elected as a director will continue until the next Annual Meeting of Stockholders or until a successor has been elected and qualified.

The following table sets forth, as of February 28, 2023, the names and ages of our directors and the principal offices and positions held by each person:

Name	Age	Title
Daniel Solomita	47	Chairman of the Board of Directors, Chief Executive Officer, and President
Laurence Sellyn	73	Lead Independent Director, Chair of the Audit Committee
Andrew Lapham	50	Director, Chair of the Compensation Committee
Jonghyuk Lee	48	Director
Louise Sams	65	Director, Chair of the Nominating and Corporate Governance Committee
Jay Stubina	61	Director

Information Regarding Director to Be Elected by Holder of Our Series A Preferred Stock

Daniel Solomita, 47, has served as President and Chief Executive Officer and Chairman of the Board of Directors of Loop Industries since 2015. Mr. Solomita is also the Founder of the Company and the chief architect of the Company’s growth strategy and mission to disrupt the global plastics industry. As such, the Board of Directors considers Mr. Solomita as fully qualified to sit as Chairman of the Board of Directors. Prior to founding Loop, Mr. Solomita focused his business career on the circular economy, developing Polyamide landfill remediation projects across North America. Mr. Solomita attended Dawson College, in Quebec, Canada, where he obtained a Diploma of College Studies in Business Administration in 1996. Mr. Solomita also has held a certification as a Microsoft Certified Systems Engineer since 1998.

Information Regarding the Nominees for Election as Directors

Andrew Lapham, 50, has served as a member of our Board of Directors since June 2019. Mr. Lapham has had a successful career as a financial professional with experience covering plastic manufacturing. In 2018, Mr. Lapham co-founded and continues to serve as the Chief Executive Officer of Northern Private Capital Inc., a private investment firm. Mr. Lapham previously worked for the Blackstone Group, where he served as Chairman of Blackstone Canada and focused on sourcing and evaluating investment opportunities for the firm in Canada. Prior to that, Mr. Lapham was a senior investment professional at Onex Corporation, headquartered in Toronto. Mr. Lapham holds a Bachelor of Arts degree in History from Princeton University. Mr. Lapham’s understanding of the economics and strategic elements of business, and his expertise in corporate finance make him qualified to be on the Board.

Jonghyuk Lee, 48, has served as a member of our Board of Directors since July 2021. Mr. Lee currently holds the position of Vice-President of Green Business Division at SK geo centric (“SKGC”), a subsidiary of South Korea’s SK Group. Prior to that, he held various positions in SKGC’s Performance Chemical, Aromatics and Global Business divisions. He has a vast experience in petrochemical projects in Asia and the Middle East, particularly in China where he worked from 2010 to 2012. He currently leads several advanced recycling projects within SKGC. Mr. Lee holds a Bachelor of Industrial Chemistry from Hanyang University. Mr. Lee was named to the Board as SKGC’s nominee pursuant to the Investor Rights Agreement entered into by SKGC, Daniel Solomita and the Company in relation to SKGC’s strategic investment in the Company in July 2021. Mr. Lee is considered by the Board to be fully qualified for this role due to his experience and knowledge in industrial chemistry and sustainable plastics.

Louise Sams, 65, has served as a member of our Board of Directors since April 2021. Ms. Sams previously was the Executive Vice President and General Counsel of Turner Broadcasting System, Inc., a subsidiary of Time

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Warner Inc. (NYSE: TWX), a television and media conglomerate, from March 2000 until October 2019, where she oversaw the legal work relating to the business activities of Turner and its subsidiaries worldwide. Ms. Sams also served as President of Turner Broadcasting System International, Inc. from 2003 until 2012. Prior to joining Turner in 1993 as a corporate attorney, Ms. Sams was an associate at White & Case, specializing in mergers and acquisitions and securities law. Ms. Sams is a Director of CoStar Group, Inc. (Nasdaq: CSGP), a provider of information, analytics, and online marketplaces to the real estate industry, and serves on the audit committee. She also serves as a Director of Rollins Inc. (NYSE: ROL) and serves on the nominating and corporate governance and human capital management and compensation committees. Ms. Sams chairs the Board of Trustees at Princeton University. Ms. Sams holds a Bachelor of Arts in English from Princeton University and a Juris Doctor from the University of Virginia School of Law. Ms. Sams has over 25 years experience as a media executive and over 35 years experience as a practicing attorney. As a result of her broad range of business and legal experience, Ms. Sams brings to the Board valuable business development, growth strategies, risk management, corporate governance, technology, and mergers and acquisitions experience and is thus qualified to be on the Board.

Laurence Sellyn, 73, has served as a member of our Board of Directors since April 2018. Mr. Sellyn retired at the end of 2015 from a career in leadership roles in the management of public companies and is now active as a corporate director and as an advisor and consultant to entrepreneurial CEOs. Mr. Sellyn was Executive Vice-President, Chief Financial and Administrative Officer of Gildan Activewear Inc. from April 1999 until August 2015. From 1992 until 1999 he was Chief Financial Officer and Senior Vice President of Finance and Corporate Development of Wajax Inc. Previously Mr. Sellyn held successive positions of increasing responsibility at Domtar Inc., including serving as Corporate Controller from 1987 until 1991. From May 2013 until June 2020 Mr. Sellyn served on the Board of Cascades Inc. (TSX: CAS), where he was Chair of the Corporate Governance and Nominating Committee and was a member of the Audit and Finance Committee. He has also served as a Director and Lead Independent Director of Noble Iron Inc. (TSXV: NIR) from August 4, 2014 to August 11, 2016. Mr. Sellyn is a U.K. Chartered Accountant and holds a Master’s degree in Modern Languages and Literature from Oxford University. Mr. Sellyn has also been active on charitable and not-for-profit boards. Mr. Sellyn was elected as Lead Independent Director of Loop on April 4, 2018. Mr. Sellyn is considered by the Board to be fully qualified for this role due to his experience in corporate finance and corporate governance as a senior executive and director of public companies and his history working with founding entrepreneurs.

Jay Stubina, 61, has served as a member of our Board of Directors since 2016. In 1998, Mr. Stubina co-founded Continent 8 Technologies, which operates data centers in Europe, North America and Asia. He led its operating and sales activities until April 2021, when he retired from the company and divested his equity ownership position. Mr. Stubina holds a Bachelor of Commerce degree, with a major in Accountancy from Concordia University, of Montreal in Canada. Mr. Stubina obtained a Chartered Accountant certificate from McGill University, and obtained a Chartered Professional Accountant designation in Canada. Mr. Stubina serves on our Audit and Compensation Committees. His experience running a business from 1998 to 2021, combined with his previous role as CFO of a real estate company from 1989-1998 and his former Chartered Professional Accountant designation make Mr. Stubina a valuable member of our Audit Committee and the Board of Directors. Mr. Stubina’s knowledge of and experience in finance, technology implementation in businesses and data management led to our conclusion that he is qualified to serve as a director in light of our business and structure.

Required Vote & Recommendation of the Board

The nominees receiving a greater number of affirmative votes FOR his or her election than votes AGAINST his or her election shall be elected as directors. Unless marked to the contrary, proxies received will be voted “FOR” for each of the Board’s nominees. Abstentions and broker non-votes will not affect the outcome of the vote.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE

STOCKHOLDERS VOTE “FOR” FOR EACH OF THE BOARD’S NOMINEES ON THE

ELECTION OF THE FOREGOING NOMINEES TO SERVE AS DIRECTORS UNTIL THE NEXT ANNUAL MEETING OF STOCKHOLDERS.

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CORPORATE GOVERNANCE

Board of Director Meetings and Committees

The Board has established the following three (3) committees, each with its own written charter: the Audit Committee, the Nominating and Corporate Governance Committee, and the Compensation Committee. The following table sets forth the attendance of the current Directors at the Board and Committee meetings held during the fiscal year ended February 28, 2023:

	Board of Directors		Audit Committee		Nominating and Corporate Governance Committee		Compensation Committee		Total Attendance
Director	Number	%	Number	%	Number	%	Number	%	%
Daniel Solomita	7/7	100%	—	—	—	—	—	—	100%
Laurence Sellyn	7/7	100%	4/4	100%	2/2	100%	—	—	100%
Andrew Lapham	6/7	86%	—	—	2/2	100%	2/2	100%	93%
Jonghyuk Lee	7/7	100%	—	—	—	—	—	—	100%
Louise Sams	7/7	100%	4/4	100%	2/2	100%	2/2	100%	100%
Jay Stubina	7/7	100%	4/4	100%	—	—	2/2	100%	100%

Controlled Company Status

Our shares of Common Stock are listed on the Nasdaq Stock Market. Nasdaq requires all of its listed companies to be in compliance with Nasdaq’s standards of corporate governance set forth in the Nasdaq Marketplace Rules (the “Nasdaq CG Rules”), with certain exceptions. Companies that qualify as a “controlled company” within the meaning of the Nasdaq CG Rules can elect not to comply with certain Nasdaq CG Rules or can choose to comply with these rules despite the presence of an exemption. Under Nasdaq CG Rules, “controlled companies” may elect not to comply with certain Nasdaq CG Rules, including:

•	requirements relating to oversight of director nominations, including having a nominating committee be composed entirely of independent directors;

•	requirements relating to oversight of executive compensation, including that having a compensation committee that is composed entirely of independent directors; and

•	the requirement that a majority of the members of the Board be independent.

As of February 28, 2023, Mr. Daniel Solomita controls more than 50% of the voting power for the election of directors. Therefore, we qualify as a “controlled company” within the meaning of the Nasdaq CG Rules and are not required to follow any of the above three Nasdaq CG Rules. We do not currently utilize any of these exemptions, and we did not utilize them at any point in fiscal year 2023. We utilized the first of these exemptions until May of 2018, when we formed a Nominating and Corporate Governance Committee comprised entirely of Independent Directors that meet the applicable Nasdaq and SEC independence standards. Therefore, we did not utilize any of these exemptions at any time after May of 2018 and we do not anticipate utilizing any of these exemptions for fiscal year 2024. The “controlled company” exception does not modify audit committee requirements of Rule 10A-3 under the Exchange Act and Nasdaq CG Rules or the requirement to have regularly scheduled Board meetings at which only independent Directors attend.

Board Independence

The Board of Directors has determined the following directors are “independent directors” (within the meaning of Rule 5605(a)(2) of the Nasdaq Listing Rules): Andrew Lapham, Jonghyuk Lee, Louise Sams, Laurence Sellyn and Jay Stubina. We evaluated independence in accordance with the applicable Nasdaq Stock Market rules.

The Board’s Leadership Structure

The Board currently combines the role of Chairman of the Board and Chief Executive Officer. This is because of the unique role played by Daniel Solomita as the Founder, Chief Executive Officer and controlling shareholder of the Company. The Board believes that Mr. Solomita is best situated to serve as Chairman because he is the director most

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familiar with our business and industry and is therefore best able to identify the strategic priorities to be discussed by the Board. The Board believes that combining the role of Chairman and Chief Executive Officer, in the current circumstances of the Company, facilitates information flow between management and the Board and fosters strategic development and execution. The Board has appointed Laurence Sellyn as the lead independent director. The lead independent director serves as the focal point for independent directors, coordinating feedback to the Chief Executive Officer on behalf of the independent directors regarding business issues and board management. The lead independent director and the other independent directors meet regularly without the Chief Executive Officer present.

Committees of the Board of Directors

The Board of Directors has three standing committees: an Audit Committee, a Nominating and Corporate Governance Committee and a Compensation Committee. These committees meet regularly throughout the year and also hold special meetings or act by written consent from time to time as appropriate. The Board has delegated various responsibilities and authority to its committees as generally described below. The committees regularly report on their activities and actions to the Board. Each of these committees has adopted a written charter, which is reviewed annually. All members of the committees are appointed by the Board of Directors and meet the independence requirements of the respective committees on which they serve. The Nomination and Corporate Governance Committee recommends the composition of the Audit Committee and the Compensation Committees after the election of directors is approved by the shareholders, for approval by the Board.

Audit Committee

The Audit Committee consists of Mr. Sellyn (Chair), Ms. Sams and Mr. Stubina, each of whom is independent within the meaning of the requirements of the Sarbanes-Oxley Act of 2002, applicable SEC rules and the listing standards of the Nasdaq Stock Market. The Audit Committee held four meetings during the fiscal year ended February 28, 2023. Following the annual meeting of shareholders and upon approval of their election, Mr. Sellyn (Chair), Ms. Sams and Mr. Stubina will serve on the Audit Committee.

The Board of Directors has determined that Mr. Sellyn is an audit committee financial expert as defined by Item 407(d)(5)(ii) of Regulation S-K of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Mr. Sellyn’s relevant experience includes 23 years of service as a Chief Financial Officer, first at Wajax Inc. from 1992 until 1999, and then at Gildan Activewear Inc. from 1999 until his retirement in 2015. He is also a U.K. Chartered Accountant.

The Audit Committee oversees our accounting and financial reporting process and the audit of our financial statements and also assists the Board in monitoring our financial systems and legal and regulatory compliance. In accordance with the written Audit Committee Charter, the responsibilities of the Audit Committee include, among other things:

•	appointing, determining the compensation of, retaining and overseeing the work of our registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review, or attest services for us;

•	pre-approval of auditing and permissible non-audit services, and the terms of such services, to be provided by the independent registered public accounting firm;

•

evaluating the independence, qualifications and performance of our registered public accounting firm, including an annual review of a written report by our independent registered public accounting firm regarding the independent registered public accounting firm’s internal quality control procedures and various issues relating thereto;

•	reviewing our financial statements, including meeting with management and our independent registered public accounting firm to review and discuss our annual audited financial statements, quarterly financial statements, and related disclosures;

•	reviewing, approving, and monitoring related any party transactions involving directors or executive officers;

•	addressing any complaints received by us regarding accounting, internal accounting controls or auditing matters and procedures for the confidential, anonymous submission by our employees of concerns regarding questionable account or auditing matters;

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•	periodically reviewing and meeting with management and the independent auditor to discuss the overall adequacy and effectiveness of our legal, regulatory and ethical compliance programs and reports regarding compliance with applicable laws, regulations and internal compliance programs;

•	meeting with management and, as appropriate, the independent auditors, to discuss the adequacy and effectiveness of our policies and practices regarding information technology risk management and the internal controls related to cybersecurity;

•	reviewing internal controls testing processes and assessment of the adequacy of internal controls over financial reporting;

•	overseeing management’s processes for identifying, monitoring and addressing enterprise risks; and

•

reporting to the Board, including, among other things, any issues that arise with respect to the quality or integrity of our financial statements, compliance with legal or regulatory requirements, the performance and independence of the independent auditors, and the performance of the Audit Committee itself.

The Audit Committee Report is included in this Proxy Statement. In addition, the Board adopted a Charter for the Audit Committee, a copy of which is available under Corporate Governance Documents in the Investors section of our website, and via the following hyperlink: http://www.loopindustries.com/cms/documents/.

Compensation Committee

The Compensation Committee consists of Mr. Lapham (Chair), Ms. Sams and Mr. Stubina, each of whom is (i) independent within the meaning of the listing standards of the Nasdaq Stock Market, (ii) a non-employee director within the meaning of Section 16 of the Exchange Act. The Compensation Committee held two meetings during the fiscal year ended February 28, 2023. Following the annual meeting of shareholders and upon approval of their election, Mr. Lapham (Chair), Ms. Sams and Mr. Stubina will serve on the Compensation Committee.

The Compensation Committee oversees our compensation policies, plans and programs. The Compensation Committee is responsible for, among other things:

•	establishing and periodically reviewing a general compensation strategy for the Company and its subsidiaries and overseeing the development and implementation of our compensation plans to ensure they are consistent with the general compensation strategy;

•	reviewing and discussing with management the risks arising from our compensation policies and practices for all employees that are reasonably likely to have a material adverse effect on the Company;

•	reviewing and recommending to the Board the appointment of new executive officers of the Company within the meaning of Section 16 of the Exchange Act;

•	administering our equity-based plans;

•	periodically reviewing and recommending the compensation of our chief executive officer and other executive officers to the Board for its approval;

•	periodically reviewing and approving corporate goals and objectives relevant to compensation of our chief executive officer and other executive officers;

•	periodically evaluating the performance of our chief executive officer in light of such corporate goals;

•	oversight of regulatory compliance with respect to compensation matters affecting us;

•

reviewing and recommending to the Board our submissions to stockholders on executive compensation matters and considering the results of stockholder advisory votes on executive compensation matters and the changes, if any, to our executive compensation policies, practices and plans that may be warranted as a result of any such vote.

The Board adopted a written charter for the Compensation Committee, a copy of which is available under Corporate Governance Documents in the Investors section of our website, and via the following hyperlink: http://www.loopindustries.com/cms/documents/.

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Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee consists of Ms. Sams (Chair), Mr. Lapham and Mr. Sellyn, each of whom is independent within the meaning of the requirements of the Sarbanes-Oxley Act of 2002, applicable SEC rules and the listing standards of the Nasdaq Stock Market. The Nominating and Corporate Governance Committee held two meetings during the fiscal year ended February 28, 2023. Following the annual meeting of shareholders and upon approval of their election, Ms. Sams (Chair), Mr. Lapham and Mr. Sellyn will serve on the Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance Committee considers and periodically reports to the full Board on matters relating to the governance of the Board. The Nominating and Corporate Governance Committee is responsible for, among other things:

•

reviewing the qualifications of, and recommending to the Board, proposed nominees for election to the Board, Board composition, and appointment to committees of the Board, consistent with criteria approved by the Board and subject to any commitments made by the Corporation by contract or in its certificate of incorporation;

•	developing, evaluating and recommending to the Board corporate governance practices applicable to the Company;

•	periodically reviewing and recommending the compensation to be paid for service on the Board and Board committees and for service as a chairperson of a Board committee and as lead independent director;

•	leading the Board in its annual performance review of the Board, its committees and their respective effectiveness; and

•	assisting management to organize appropriate orientation for new directors.

The Board of Directors adopted a written charter for the Nominating and Corporate Governance Committee in May 2018, a copy of which is available under Corporate Governance Documents in the Investors section of our website, and via the following hyperlink: http://www.loopindustries.com/cms/documents/.

Consideration of Director Nominees

Stockholder Nominees

The Nominating and Corporate Governance Committee will consider properly submitted stockholder nominations for candidates for membership on the Board of Directors as well as candidates recommended for consideration by the Nominating and Corporate Governance Committee as described below under “Identifying and Evaluating Nominees for Directors.” Any stockholder nominations must comply with the requirements of our By-laws and should include disclosure about whether the nominating shareholder or any member of a nominating shareholder group has been involved in any legal proceeding during the past ten years, as specified in Item 401(f) of Regulation S-K, all information relating to such nominee as would be required to be disclosed in solicitations of proxies for the election of such nominee as a director pursuant to Regulation 14A under the Exchange Act, such nominee’s written consent to be named in the Proxy Statement as a nominee and to serve as a director if elected, as well as a written statement executed by such nominee acknowledging that as a director of the Company, such nominee will owe a fiduciary duty under the Nevada Revised Statutes exclusively to the Company and its stockholders. In addition, stockholder nominations should be submitted within the time frame as specified under “Stockholder Proposals” above and addressed to: Loop Industries, Inc., Attention: Chief Financial Officer, 480 Fernand-Poitras Street, Terrebonne, Quebec, Canada J6Y 1Y4.

A stockholder that instead desires to merely recommend a candidate for consideration by the Nominating and Corporate Governance Committee shall direct the recommendation in writing to Loop Industries, Inc., Attention: Chief Financial Officer, 480 Fernand-Poitras Street, Terrebonne, Quebec, Canada J6Y 1Y4, and must include the candidate’s name, home and business contact information, detailed biographical data and qualifications, information regarding any relationships between the candidate and the Company within the last three years and evidence of the nominating person’s ownership of our Common Stock.

Director Qualifications

In discharging its responsibilities to nominate candidates for election to the Board of Directors, the Nominating and Corporate Governance Committee has not specified any minimum qualifications for serving on the Board of

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Directors. We believe that our directors should have the highest professional and personal ethics and values, consistent with our values and standards. They should have broad experience at the policy-making level in business or banking. They should be committed to enhancing stockholder value and should have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. Their service on other boards of public companies should be limited to a number that permits them, given their individual circumstances, to perform responsibly all director duties for us. Each director must represent the interests of all stockholders. When considering potential director candidates, the Nominating and Corporate Governance Committee also considers the candidate’s character, judgment, diversity, age and skills, including financial literacy and experience in the context of our needs and the needs of the Board.

Identifying and Evaluating Nominees for Directors

The Nominating and Corporate Governance Committee utilizes a variety of methods for identifying and evaluating director nominees. Candidates may come to the attention of the Nominating and Corporate Governance Committee through current members of the Board of Directors, professional search firms, stockholders or other persons. These candidates are evaluated at regular or special meetings of the Nominating and Corporate Governance Committee and may be considered at any point during the year. As described above, the Nominating and Corporate Governance Committee will review properly submitted stockholder nominations and recommendations for candidates for the Board of Directors. Following verification of the stockholder status of persons proposing candidates, nominations and recommendations are aggregated and considered by the Nominating and Corporate Governance Committee. If any materials are provided by a stockholder in connection with the nomination or recommendation of a director candidate, such materials are forwarded to the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee also reviews materials provided by professional search firms or other parties in connection with a nominee who is not proposed by a stockholder.

Annual Meeting Attendance

Although we do not have a formal policy regarding attendance by members of the Board of Directors at our annual meetings of stockholders, directors are encouraged to attend our annual meetings. Due to public health precautions and guidelines regarding in-person gatherings given the COVID-19 pandemic and to ensure the health and safety of the Company’s shareholders, employees, directors and officers, and communities, we held our virtual-only annual meeting on June 28, 2022 (the “2022 annual meeting”) and all of our directors then serving on the Board attended the meeting. At the 2022 annual meeting, our stockholders took the following actions: (1) appointed, ratified, and confirmed Andrew Lapham, Jonghyuk Lee, Louise Sams, Laurence Sellyn and Jay Stubina to serve as members of the Board; (2) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2023; and (3) approved the proposal for advisory approval of the Company’s 2022 executive compensation, the say-on-pay vote. We filed a Definitive Information Statement on Schedule 14A with the SEC on May 27, 2022 and a Current Report on Form 8-K on June 30, 2022 to document these actions.

Stockholder Communications with the Board of Directors

We have not implemented a formal policy or procedure by which our stockholders can communicate directly with our Board of Directors. Nevertheless, every effort has been made to ensure that the views of our stockholders are heard by the Board of Directors or individual directors, as applicable, and that appropriate responses are provided to our stockholders in a timely manner. We believe that we are responsive to stockholder communications, and therefore have not considered it necessary to adopt a formal process for stockholder communications with our Board. Shareholders who wish to contact the Board of Directors may do so by telephone at (866) 921-6714, which is also available at the following hyperlink: http://www.loopindustries.com/cms/documents/. During the upcoming year, our Board will continue to monitor whether it would be appropriate to adopt such a process.

Code of Ethics

On January 25, 2017, our Board approved and adopted a Code of Ethics (the “Code of Ethics”) that applies to all of our directors, officers, and employees, including our principal executive officer and principal financial officer. The Code of Ethics was updated on January 8, 2020. The Code of Ethics addresses such individuals’ conduct with respect to, among other things, conflicts of interests; compliance with applicable laws, rules, and regulations; full, fair, accurate, timely, and understandable disclosure by us; competition and fair dealing; corporate opportunities;

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confidentiality; insider trading; protection and proper use of our assets; fair treatment; and reporting suspected illegal or unethical behavior. A copy of our Code of Ethics is available under Corporate Overview in the Investors section of our website, and via the following hyperlink: http://www.loopindustries.com/cms/documents/.We will disclose on our website any amendments to or waivers from any provision of the Code of Ethics that applies to any of our directors or executive officers.

Indemnification Agreements

Each of our executive officers and directors has entered into an indemnification agreement, pursuant to which we have agreed to indemnify each such person for claims against each of them that may arise in connection with the performance of their respective duties as an officer or a director.

Rule 10b5-1 Trading Plans

Although no officers of the Company currently have a Rule 10b5-1 stock trading plan in place, officers may choose to enter into such plans from time to time in the future. These plans allow executives to adopt predetermined plans for trading shares of our Common Stock in advance of learning any material non-public information. The use of these trading plans permits diversification, retirement and tax planning activities. The transactions under the plans will be disclosed publicly through Form 4 filings with the SEC.

Board’s Role in Risk Oversight

The Board, and in particular the Audit Committee, has an active role, as a whole and also at the committee level, in overseeing management of Company risk. This role is one of informed oversight rather than direct management of risk. The Board regularly reviews and consults with management on strategic direction, challenges and risks that we face. The Board also reviews and discusses with management quarterly financial results and forecasts. The Audit Committee of the Board oversees management of financial risks, including investment and foreign currency fluctuation risk mitigation policies. The Compensation Committee of the Board is responsible for overseeing the management of risks relating to and arising from our compensation plans and arrangements. The Nominating and Corporate Governance Committee periodically reviews the risks arising from our corporate governance policies and practices, including the structure and performance of the Board, its committees and individual directors. The Nominating and Corporate Governance Committee also reviews and oversees the Company’s succession planning process for executive officers. These committees provide regular reports—generally on a quarterly basis—to the full Board.

Management has responsibility for the direct management and oversight of legal, financial and commercial compliance matters, which includes identifying areas of risk and implementing policies, procedures and practices to mitigate the identified risks. Additionally, the Chief Financial Officer provides regular reports to the Audit Committee concerning financial, tax and compliance related risks. Management also provides the Audit Committee with periodic reports on our compliance programs and efforts, investment policy and practices, and compliance with debt covenants. Management and any compensation consultant, if so retained, provide analysis of risks related to our compensation programs and practices to the Compensation Committee.

Compensation of Non-Employee Directors

The Board approved our Outside Director Compensation Policy in October 2017, which was amended and restated on April 4, 2018, May 11, 2018, May 2, 2019, February 27, 2020 and March 17, 2022 to compensate each non-employee director for his or her service (the “Amended and Restated Outside Director Compensation Policy”). Our Board has the discretion to revise non-employee director compensation as it deems necessary or appropriate. The Outside Director Compensation Policy is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interest with those of our shareholders.

Under our Amended and Restated Outside Director Compensation Policy, non-employee directors will receive compensation in the form of equity and cash, as described below:

Cash Compensation. All non-employee directors will be entitled to receive the following cash compensation for their services:

•	$20,000 per year for service as director;

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•	$15,000 per year for service as chairman of the audit committee;

•	$15,000 per year for service as chairman of the compensation committee;

•	$15,000 per year for service as chairman of the nominating and governance committee;

•	$50,000 per year for service as the lead independent director.

Each annual cash retainer under this Policy will be paid quarterly in arrears on a prorated basis to each non-employee director, other than to Mr. Lee, who does not receive compensation for his service as a director pursuant to the terms of the Investor Rights Agreement entered into by SKGC, Daniel Solomita and the Company in relation to SKGC’s strategic investment in the Company in July 2021, who has served in the relevant capacity at any point during the immediately preceding fiscal quarter, and such payment shall be made no later than thirty (30) days following the end of such immediately preceding fiscal quarter.

Equity Compensation. Nondiscretionary, automatic grants of restricted stock units (“RSUs”) will be made to our non-employee directors on an annual basis as described below:

Annual Awards. Subject to Section 11 of the Company’s 2017 Equity Incentive Plan, each non-employee director automatically will be granted a Restricted Stock Unit Award (an “Annual Award”) with a Value of $90,000, provided that the number of Shares covered by each Annual Award will be rounded down to the nearest whole Share, which grant will be effective on the date of each annual meeting of stockholders (each, an “Annual Meeting”), beginning with the first Annual Meeting following October 16, 2017; provided that any non-employee director who is not continuing as a Director following the applicable Annual Meeting will not receive an Annual Award with respect to such Annual Meeting. The Company’s 2017 Equity Incentive Plan also permits participants to defer the receipt of the payment of cash or the delivery of Shares that otherwise would be due to such participant. On May 2, 2019, we amended our Amended and Restated Outside Director Compensation Policy so that, subject to Section 5 of the Amended and Restated Outside Director Compensation Policy and Section 14 of the Company’s 2017 Equity Incentive Plan, each Annual Award will vest as to 100% of the Shares subject thereto upon the earlier of the one (1) year anniversary of the grant date or on the day prior to our next Annual Meeting occurring after the grant date, in each case, provided that the non-employee director continues to serve as a non-employee director through the applicable vesting date. On February 27, 2020, we further amended the Amended and Restated Outside Director Compensation Policy in order to reduce the amount of the Annual Award to $90,000. The reduction was deemed appropriate given the size and composition of the Board, the maturity of the Company and the executive team now in place, all of which contributed to allowing the Board to concentrate on its strategic advisory role and focus less on oversight of legal, financial and commercial compliance matters which is more of management’s role. This change came into effect with the 2021 Annual Award which was effective at the 2020 Annual Meeting.

Consistent with the previous paragraph, an Annual Award was granted on June 28, 2022 to each non-employee director for 2023 (the “2023 Annual Award”). The 2023 Annual Award will vest as to 100% of the Shares on June 27, 2023, provided that the non-employee director continues to serve as such through the applicable vesting date. “Value” for this purpose means, with respect to a full value award, the average of the closing trading prices of a Share for the 30-trading days ending on the trading day prior to the grant date.

Travel Expenses. Each non-employee director’s reasonable, customary, and properly documented travel expenses to attend Board meetings will be reimbursed by the Company.

Fiscal 2023 Non-Employee Director Compensation Table

The following table sets forth a summary of the compensation received by our non-employee directors who received compensation during our fiscal year ended February 28, 2023:

Name and Principal Position	Fees earned or paid in cash ($)	Stock Awards⁽¹⁾ ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Laurence Sellyn	85,000	67,579	—	—	—	—	152,579
Andrew Lapham	35,000	67,579	—	—	—	—	102,579
Jonghyuk Lee⁽²⁾	—	—	—	—	—	—	—

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Name and Principal Position	Fees earned or paid in cash ($)	Stock Awards⁽¹⁾ ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Louise Sams	35,000	67,579	—	—	—	—	102,579
Jay Stubina	20,000	67,579	—	—	—	—	87,579

(1)

The amounts reported in this column represent the aggregate grant date fair value of the restricted stock units, or RSUs, granted, as computed in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification Topic 718, Compensation—Stock Compensation, or ASC Topic 718.

(2)	Mr. Jonghyuk Lee is not eligible for non-employee director compensation pursuant to the Investor Rights Agreement entered into by SKGC, Daniel Solomita and the Company in relation to SKGC’s strategic investment in the Company in July 2021.

Directors who are also our employees receive no additional compensation for their service as directors. During fiscal year 2023, Daniel Solomita, one of our directors, also has been serving as our Chief Executive Officer. Accordingly, Mr. Solomita did not receive any compensation for his service on our Board of Directors. For additional information regarding Mr. Solomita’s compensation for his service as Chief Executive Officer, see “Executive Compensation—Fiscal 2023 Summary Compensation Table.”

Our non-employee directors held the following outstanding RSU awards as of February 28, 2023. The table excludes Mr. Solomita, whose outstanding awards are reflected in the section entitled “Executive Compensation – Outstanding Equity Awards at Fiscal Year-End.”

Name	# of Outstanding Options (in shares)	# of Outstanding RSUs (in shares)
Laurence Sellyn	—	91,291
Andrew Lapham	—	52,677
Jonghyuk Lee	—	—
Louise Sams	—	24,982
Jay Stubina	—	66,291

Board Diversity

The Board Diversity Matrix below provides information regarding the diversity characteristics of the members our Board, based on self-identification by the directors.

Board Diversity Matrix (As of February 28, 2023)
Total Number of Directors	6
	Female	Male	Non- Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	1	5	0	0
Part II: Demographic Background
Asian	0	1	0	0
White	1	4	0	0
LGBTQ+	0
Did Not Disclose Demographic Background	0

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EXECUTIVE OFFICERS

The following table identifies certain information about our executive officers as of May 4, 2023. Our executive officers are appointed by, and serve at the discretion of, our Board. Each of our executive officers holds office until his successor is duly elected and qualified or until his earlier resignation or removal in accordance with our By-laws, absent an employment agreement. There are no family relationships among any of our directors or executive officers.

Name	Age	Title
Daniel Solomita	47	Chairman of the Board, President, and Chief Executive Officer
Fady Mansour	51	Chief Financial Officer
Stephen Champagne	55	Chief Technology Officer

Daniel Solomita, please see biography of Mr. Solomita on page 3 of this Proxy Statement.

Fady Mansour, 51, was appointed Chief Financial Officer in April 2023. Prior to joining the Company, Mr. Mansour most recently served as Senior Director at the Caisse de dépôt et placement du Québec (“CDPQ”), where he utilized his financial and operational skills to grow the infrastructure portfolio through acquisitions, as well as to guide key portfolio companies through his active management and representation on their respective boards. Prior to his role at CDPQ, Mr. Mansour spent over 20 years at the Canadian National Railway Company, where he served in several senior management roles focused on corporate strategy and innovation, business development, and financial planning and reporting. Mr. Mansour is a Canadian CPA and holds a Graduate Diploma in Accounting from Concordia University.

Stephen Champagne, 55, is an engineer and was appointed as Chief Technology Officer in March 2020. Mr. Champagne’s experience includes laboratory development through engineering, procurement, and construction, as well as commercial plant commissioning. Prior to joining the Company, Mr. Champagne was the Director of the Process Group at Seneca Engineering until January 2020. Mr. Champagne also served as Chief Technology Officer of Lithion Recycling from July 2018 until January 2020, and before that served as Project Director at Seneca Engineering. Mr. Champagne received his B. Eng. from Université Laval in 1993 and became a member of the Ordre des ingénieurs du Québec in 1995.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis highlights the objectives and philosophy of our executive compensation program, describes each component of our executive compensation program, and explains the decisions of the Board and the Compensation Committee in designing our executive compensation program for fiscal 2023.

In fiscal 2023, our named executive officers were:

•	Daniel Solomita, our Chairman of the Board, Chief Executive Officer and President;

•	Drew Hickey, Former Chief Financial Officer and Treasurer;

•	Nicolas Lafond, Interim Chief Financial Officer;

•	Stephen Champagne, our Chief Technology Officer;

Executive Changes

Mr. Hickey, our former Chief Financial Officer and Treasurer resigned effective December 30, 2022. Nicolas Lafond began serving as our Chief Financial Officer on an interim basis on December 30, 2022. Mr. Perron, our former Vice-President, Engineering and Construction, resigned effective July 29, 2022.

Executive Compensation Philosophy and Practices

Loop has a small executive leadership team that is dedicated to the ongoing development and commercialization of Loop’s technology. When Loop became a Nasdaq-listed company in 2017, the Board retained a US compensation consulting firm, Pay Governance LLC (“Pay Governance”), to assist in structuring our executive compensation programs. Pay Governance provided a template for the components of executive compensation, comprised of annual salary, annual cash incentive compensation based on achievement of specific annual performance objectives, and long-term equity compensation. These programs are more fully described below. In addition, Pay Governance assisted the Board in identifying a comparator group of new public companies to establish specific compensation packages at that time.

Within this template, we continue to use judgement on a case-by-case basis when hiring new executives, in order to attract, motivate and retain the management talent required to support the implementation of our business plan, bearing in mind both external market conditions and internal compensation equity within the company, and being mindful of our position as a pre-revenue company which is not yet generating cash from operations.

Our founder and Chief Executive Officer, Daniel Solomita, continues to be the largest shareholder in the Company and as such is driven by creation of long-term shareholder value, as well as executing his and the Company’s mission to commercialize its groundbreaking technology to mitigate the global waste plastic crisis.

We seek to support Mr. Solomita by identifying and recruiting executives, managers and technical professionals who bring the required expertise, experience, competencies and professional qualifications, who are inspired by our mission and who are committed to rigorous standards of professional ethics and integrity.

In fiscal 2023, the following policies and practices were in place:

What we do:

•	The Compensation Committee consists entirely of independent directors.

•	A significant portion of the compensation opportunity of each continuing named executive officer is tied to the achievement of specified performance goals and/or has underlying value tied directly to our stock price, and is therefore at-risk.

•	Executive officers are required to provide service to us over a period of at least three to five years in order to fully vest in time-based equity awards.

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What we do not do:

•	We do not provide any “single trigger” change in control payments or benefits to our named executive officers that remain with us.

•	We do not provide any post-employment retirement or pension benefits to our executive officers that are not available to our employees generally.

•	We do not provide tax gross-ups for payments or benefits paid in connection with a change in control.

•	We do not permit short sales, hedging, or pledging of stock ownership positions involving derivatives of our common stock.

Impact of 2022 Say-on-Pay Vote

We conducted a vote to approve, on an advisory or non-binding basis, the compensation of our named executive officers (commonly known as a “Say-on-Pay” vote) at our 2022 Annual Meeting of Stockholders. 98.47% of the votes cast by stockholders were in favor of approving the compensation of our named executive officers. While evaluating our executive compensation program for fiscal 2023, the Compensation Committee considered the results and maintained the compensation philosophy and objectives and general approach to executive compensation from the prior year.

Executive Compensation Program Design

Our executive compensation program for fiscal 2023 reflected our stage of development as a pre-revenue publicly traded company. Accordingly, we designed our executive compensation program to provide market-competitive compensation in the form of base salary, cash-based short-term incentive compensation, long-term incentive equity awards (including performance-based RSUs, time-based RSUs, performance-based stock options and time-based stock options), as well as certain employee health and welfare benefits. We believe our executive compensation program is appropriate for a company of our size, in our industry, and in our stage of growth. As the company matures, we will continue to evaluate our executive compensation program and governance practices.

We offer compensation in the form of base salaries and short-term cash incentive compensation. We have structured our short-term incentive compensation to focus on the achievement of specific short-term financial and operational objectives that will further our longer-term growth objectives. In an effort to continue to motivate our named executive officers to further these objectives, the Board or the Compensation Committee, when possible, sets a range of performance achievement levels, including above target levels, to reflect disciplined execution of our growth objectives.

Additionally, long-term equity awards for shares of our common stock serve as a key component of our executive compensation program. Currently, we may grant (i) stock options to ensure that the recipient receives value only through driving stockholder value; and (ii) full value awards, or awards without a purchase price, including RSUs, to provide appropriate levels of compensation, to facilitate retention, to provide more direct alignment to our stockholders and to promote stockholder value creation given that the value of a recipient’s shares increases only as stockholder value increases. In the future, we may introduce other forms of equity awards, as we deem appropriate, that further our objective of providing long-term incentives to our named executive officers while promoting stockholder value creation. On a case-by-case basis there may be a need to provide an up-front incentive to attract a qualified candidate. Such awards will typically be in the form of stock options and RSUs and will vest ratably over multiple years or with deferred cliff vesting after a specified number of years.

Finally, we offer our executive officers standard health and welfare benefits that are generally available to our other employees, including medical, dental, vision, short-term disability, long-term disability, and life insurance plans.

Our senior executive pay philosophy and framework includes guidelines for allocating compensation between short-term and long-term incentive compensation that provide for a large portion of incentive compensation to be tied to performance objectives. We consider competitive market data to develop a general framework for establishing the appropriate pay levels and mix. Within this overall framework, the Compensation Committee reviews each component of executive compensation separately and also takes into consideration the value of each named executive officer’s compensation package as a whole and its relative value in comparison to our other named executive officers.

The Board and the Compensation Committee evaluate our compensation philosophy and executive compensation program as circumstances require and review executive compensation annually. The Board and the

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Compensation Committee apply our philosophy and the objectives outlined above, together with consideration for the levels of compensation that we would be willing to pay to ensure that our executive compensation remains competitive for highly qualified talent and that we meet our recruiting and retention objectives, as well as the cost to us if we were required to find a replacement for a key executive officer.

Compensation-Setting Process

Role of Our Compensation Committee

Compensation decisions for our named executive officers generally are recommended by the Compensation Committee and approved by the Board. Currently, the Compensation Committee is responsible for reviewing, and evaluating the compensation arrangements, plans, policies, and practices for our named executive officers.

The Compensation Committee periodically reviews our executive compensation program, including base salary, short-term incentive compensation and long-term equity compensation, to determine whether they are appropriate, properly coordinated, and achieve their intended purposes, and to make any modifications to existing plans and arrangements or to adopt new plans or arrangements. In connection with such review and the hiring of executive officers, the Compensation Committee, after consulting with our management team and any compensation consultant that the Compensation Committee may engage and reviewing any market data provided by such compensation consultant, makes recommendations to the Board with respect to any base salary adjustments, target incentive amounts and compensation framework. With respect to our short-term and long-term incentive compensation, the Compensation Committee recommends to the Board for approval the applicable target performance levels for each performance objective used for the financial period following the Board’s approval of our annual plan.

Role of Management

In carrying out its responsibilities, the Compensation Committee works with members of our management team, including our Chief Executive Officer and Chief Financial Officer. Our management team and a compensation consultant, if one is retained, assist the Compensation Committee in the execution of its responsibilities by providing information on corporate and individual performance, market data, and management’s perspective and recommendations on compensation matters.

Except with respect to his own compensation, our Chief Executive Officer will make recommendations to the Compensation Committee regarding compensation matters, including the compensation of our executive officers. Our Chief Executive Officer also participates in meetings of the Compensation Committee, except with respect to discussions involving his own compensation, in which case the Committee meets in executive session without the Chief Executive Officer present.

While the Compensation Committee solicits the recommendations and proposals of our Chief Executive Officer with respect to compensation-related matters, these recommendations and proposals are only one factor in the Compensation Committee’s decision-making process.

Role of Compensation Consultant

The Compensation Committee has the authority to retain the services of external advisors, including compensation consultants, legal counsel and other advisors, from time to time, as it sees fit in connection with carrying out its duties.

In fiscal 2023, the Compensation Committee elected not to retain the services of a compensation consultant.

Use of Competitive Data

Our Compensation Committee considers many factors in setting target pay packages and determining actual compensation. Such factors include the overall competitive market for our executives, the alignment between the market-based positions and the actual responsibilities of our executives, each executive’s performance, internal parity, the value of each executive’s position and the value of each executive’s unvested equity holdings. Incentive compensation may be provided primarily in the form of cash for annual incentive awards, and long-term incentive opportunities provided in performance-based stock options, time-based stock options, performance-based RSUs or time-based RSUs.

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At the current stage of our development, we are dependent upon a small team of key executives to support Mr. Solomita in pursuing our business objectives, including the continued development of our technology and the development and implementation of our commercialization plan.

We continue to operate within an overall compensation framework and philosophy which was established in 2018 and which is described herein. This philosophy, as well as Mr. Solomita’s compensation, was established at the time with reference to a benchmark group of comparable companies and using external advisors. Within this framework, we use judgement on a case-by-case basis when hiring new executives, in order to attract the management talent required to support the needs of the business, bearing in mind both external market conditions in the Montreal market and internal compensation equity within the company.

Fiscal 2023 Executive Compensation Program Components

Overview

For fiscal 2023, the Compensation Committee reviewed the base salary, short-term incentive compensation opportunity, and long-term incentive compensation opportunity for all named executive officers. The Compensation Committee also considered the pay levels of Messrs. Solomita, Hickey, Champagne and Lafond as compared to the overall market, their performance, and the continued competition for experienced leadership in our industry.

The following describes each component of our executive compensation program, the rationale for each, and how the compensation amounts and awards were determined for fiscal 2023.

Base Salary

Base salary is the primary fixed component of our executive compensation program. We use base salary to compensate our named executive officers for services rendered during the fiscal year and to ensure that we remain competitive in attracting and retaining executive talent. Generally, we establish the initial base salaries of our executive officers through arm’s-length negotiation at the time we hire the individual executive officer, taking into account his or her position, qualifications, experience, salary expectations, market compensation data and the base salaries of our other executive officers.

Thereafter, the Compensation Committee periodically reviews the base salaries of each named executive officer and makes adjustments as it determines to be reasonable and necessary to reflect our performance, the scope of a named executive officer’s performance, contributions, responsibilities, experience, current salary level, position (in the case of a promotion), and market pay positioning, as appropriate.

In connection with the amendment and restatement of Mr. Solomita’s employment agreement in fiscal 2019, the Compensation Committee reviewed his compensation package, including his base salary. In addition to the market-based study provided by Pay Governance, the Compensation Committee also considered other relevant factors, including, among others, Mr. Solomita’s critical importance to the Company’s success, performance and contributions, and the continued competition for experienced leadership in our industry. Based on this review, in June 2018, the Compensation Committee recommended, and the Board approved, an updated compensation package for Mr. Solomita, including his base salary of $598,905 CAD, effective as of March 1, 2018 (the first day of the Company’s 2019 fiscal year).

Mr. Hickey’s base salary was set at $375,000 CAD upon his hire in March 2021. On December 19, 2022, Loop Canada and Mr. Hickey entered into a release and transaction agreement (the “Hickey Separation Agreement”) pursuant to which Mr. Hickey resigned from the Company effective December 30, 2022. Pursuant to the Hickey Separation Agreement, Mr. Hickey is entitled to receive cash severance equaling six months’ salary, to be paid through regular payroll. If Mr. Hickey remains unemployed following that six month period, he is entitled to receive up to an additional three months salary.

Mr. Champagne’s base salary was set at $250,000 CAD upon his hire in March 2020 and increased to $258,000 CAD in March 2022 following a cost of living adjustment. Mr. Lafond’s base salary was increased from $123,500 CAD to $140,000 CAD in connection with his appointment to Interim Chief Financial Officer. The base salary for each of these named executive officers was approved by the Compensation Committee and the Board and determined based on arm’s-length negotiations between the named executive officer and our Chief Executive Officer.

In fiscal 2023, we did not make any adjustments to the base salaries of our named executive officers other than Mr. Champagne’s cost of living adjustment.

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The base salaries paid to our named executive officers in fiscal 2023 are set forth in the section entitled “Summary Compensation Table” below.

Short-Term Incentive Compensation

We use short-term incentive compensation to motivate our named executive officers to achieve our annual financial and operational objectives, while making progress towards our longer-term strategic and growth goals. Our short-term incentive program allows the Compensation Committee to provide cash incentive awards to the executive officers, which are based upon performance goals established by the Board and the Compensation Committee.

The short-term incentive compensation provided to our named executive officers in fiscal 2023 is described in the immediately following paragraphs and set forth in the sections entitled “Summary Compensation Table” and “Grants of Plan-Based Awards for Fiscal 2023” below.

Daniel Solomita

The compensation package for Mr. Solomita that the Compensation Committee recommended, and the Board approved, in June 2018 in connection with the amendment and restatement of his employment agreement includes an annual bonus opportunity for fiscal 2022 that provides for a payment equal to 25% of his base salary at threshold performance, 50% of his base salary at target performance, or 100% of his base salary at maximum performance.

The Compensation Committee approved the performance goals for Mr. Solomita’s fiscal 2023 annual bonus listed in the table below. For any scalable performance goal, if actual achievement falls between the specified minimum, target, or maximum performance levels, the amount payable with respect to the performance goal will be determined by straight-line interpolation. For any performance goal that is not scalable, the threshold and target levels must be achieved for the maximum amount to become payable with respect to the performance goal. In either case, if the threshold level for a particular performance goal is not achieved, no amount will be payable with respect to the performance goal.

Performance goals for fiscal 2023 included:

(i)	goals related to engineering and commercial facilities,

(ii)	goals related to financing,

(iii)

goals related to customers and feedstock suppliers

(iv)	development and operational goals related to the Company’s facility in Terrebonne, Quebec, and

(v)	goals related to research and development.

The achievement of these performance goals was determined to be at 50% of target (25% of base salary), resulting in an annual bonus for Mr. Solomita for fiscal 2022 of $149,726 CAD.

We continued to make progress in relation to the Company’s performance goals. We achieved significant advancements on the engineering design of our Infinite Loop™ process, discussions with our strategic partners for the construction of commercial facilities, customer relationships and campaigns, feedstock sourcing, the upgrade and operation of our Terrebonne, Quebec plant to incorporate all key process equipment and supply customers with initial volumes of Loop™ PET, research and development activities to continuously improve and optimize our process, and enhancing liquidity to finance our on-going operations through the sale of our Bécancour land.

Drew Hickey

Mr. Hickey’s employment agreement provided for a short-term incentive compensation opportunity in the form of cash, with payment equal to 30% of his base salary at threshold performance, 50% of his base salary at target performance, or 100% of his base salary at maximum performance. Mr. Hickey’s short-term incentive compensation opportunity was determined based on arm’s-length negotiations between him and our Chief Executive Officer and evaluated relative to an analysis of competitive compensation practices.

Pursuant to the Hickey Separation Agreement, all of Mr. Hickey’s short-term incentive compensation opportunity for 2023 was forfeited.

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Stephen Champagne

Mr. Champagne’s employment agreement provides for a short-term incentive compensation in the form of cash, with payment equal to 10% of his base salary at threshold performance, 15% of his base salary at target performance, or 20% of his base salary at maximum performance. If performance is below threshold performance, there would be no award. Mr. Champagne’s fiscal 2023 annual bonus performance was determined on a discretionary basis by the Compensation Committee. Pursuant to his performance, Mr. Champagne received a bonus for fiscal 2023 in the amount of $51,600 CAD, which represented 20% of his base salary.

Nicolas Lafond

Mr. Lafond’s employment agreement provides for a short-term incentive compensation in the form of cash, with payment equal to 10% of his base salary at threshold performance, 15% of his base salary at target performance, or 20% of his base salary at maximum performance. Mr. Lafond’s fiscal 2023 annual bonus performance was determined on a discretionary basis by the Compensation Committee. Pursuant to his performance, Mr. Lafond received a bonus for fiscal 2023 in the amount of $18,340 CAD, which represented 15% of his base salary.

Long-Term Incentive Compensation

We grant long-term equity awards as a component of our executive compensation program in order to align our named executive officers’ long-term interests with our stockholders’ interests. Our long-term incentive program allows the Compensation Committee to provide equity incentive awards to the executive officers, which are based upon performance goals established by the Board and the Compensation Committee. The Company has elected to use equity-based awards in order to provide direct alignment to stockholder value, as reflected by the price of our common stock.

In determining the composition of these equity awards, the Compensation Committee decided to offer some new hires performance-based or time-based equity awards, which helped to maximize the value of the executive’s inducement award opportunity.

The size of the equity awards granted to our named executive officers in connection with their hire is determined through arm’s-length negotiation, taking into consideration factors such as the named executive officer’s role and responsibilities, the named executive officer’s compensation provided by the prior employer and new target cash compensation, the equity award’s potential retention and incentive value, market data on the size of new-hire awards provided by similar companies to similarly situated employees, and prevailing market conditions.

The long-term equity awards granted to our named executive officers in fiscal 2023 are described in the immediately following paragraphs and set forth in the sections entitled “Summary Compensation Table” and “Grants of Plan-Based Awards for Fiscal 2023” below.

Daniel Solomita

Mr. Solomita’s amended and restated employment agreement made no change to the equity incentive arrangement described in his prior employment agreement, which provided for an award of 4,000,000 RSUs that had not yet been granted. In June 2018, the Board approved the grant of these RSUs which became effective with the approval by the Company’s stockholders at the Company’s 2019 annual meeting of an increase in the number of shares available for issuance under the Company’s 2017 Equity Incentive Plan. In April 2020, the Board clarified and updated the milestones consistent with the shift in our business from the production of terephthalate (“PTA”) to the production of dimethyl terephthalate (“DMT”), another proven monomer of PET plastic that is far simpler to purify. One-quarter of the RSUs vest upon the achievement of each of following four performance milestones: (i) the Company’s securities are listed on an exchange or the OTCQX tier of the OTC Markets Group platform; (ii) the Company executes a contract for a minimum quantity of 25,000 metric tons of DMT and Monoethylene Glycol (“MEG”) or PET; (iii) the Company’s first full-scale production facility is in commercial operation; and (iv) the Company’s second full-scale production facility is in commercial operation. For these purposes, “commercial operation” means the full-scale production facility produces 10 metric tons per hour of DMT and MEG combined, for a term of not less than 6 months. Once vested in accordance with the milestones, one-fifth of the RSUs will be settled annually, generally commencing on the first settlement date following the date of vesting. As the first performance milestone has been achieved, 1,000,000 RSUs have vested of which 200,000 RSUs were settled on each of the following dates: October 15, 2019, October 15, 2020 and October 15, 2021. The remaining 400,000 RSUs will

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be settled equally on each of the following two anniversaries, unless the Company and Mr. Solomita agree to defer settlement. In fiscal 2023, 1,000,000 RSUs vested with the achievement of the second performance milestone and shall be settled on October 15^th of each year in 200,000 unit tranches, unless the Company and Mr. Solomita agree to defer settlement. On October 14, 2022, Mr. Solomita elected to defer by one year the settlement of the 400,000 RSUs that would have otherwise settled on October 15, 2022.

Drew Hickey

Mr. Hickey’s new hire employment agreement provided for a new hire equity award of RSUs with an intended value of $2,000,000 CAD. In fiscal 2023, the Board approved an equity award grant to Mr. Hickey of 148,185 new hire RSUs which vest on the anniversary of the grant date based on the following schedule: 20% after three years, 20% after four years and 60% after five years. Mr. Hickey’s employment agreement does not provide for any long-term equity awards on an annual basis.

Pursuant to the Hickey Separation Agreement, 20% of Mr. Hickey’s outstanding RSUs, or 29,637 RSUs, immediately vested and were settled, and the remainder were forfeited.

Stephen Champagne

Mr. Champagne’s new hire employment agreement provides for a new hire equity award of RSUs with an intended value of $450,000. In fiscal 2021, the Board approved an equity award grant to Mr. Champagne of 51,963 new hire RSUs which vest entirely on March 9, 2023. Mr. Champagne’s employment agreement does not provide for any long-term equity awards on an annual basis. Mr. Champagne did not receive any long-term equity awards for the fiscal year ended February 28, 2023.

Nicolas Lafond

Mr. Lafond received a one-time equity award of 4,331 RSUs with an intended value of $40,000 CAD which was approved by the Board on March 9, 2022. The RSU grant vests in full on the fifth anniversary of the Board approval date. Mr. Lafond’s employment agreement does not provide for any long-term equity awards on an annual basis.

Change in Control and Severance Benefits

We have entered into employment agreements with our named executive officers that provide for certain payments and benefits upon the termination of their employment under certain circumstances. We believe that these employment agreements provide retention value by encouraging our named executive officers to continue service with us and increase stockholder value by reducing any potential distractions caused by the possibility of involuntary termination or a potential change in control, allowing our named executive officers to focus on their duties and responsibilities. For a summary of the material terms and conditions of these employment arrangements, see the section below entitled “Potential Payments upon Termination or Change in Control.”

Other Compensation and Benefits

We provide employee benefits to all eligible employees, including our named executive officers. As discussed above, these benefits include medical, dental and vision insurance, life and disability insurance, and other plans and programs.

Stock Trading Practices; Hedging and Pledging Policy

We maintain an Insider Trading Policy that, among other things, prohibits our employees, including our named executive officers, from trading during quarterly and special blackout periods. In addition, we prohibit short sales, hedging and similar transactions designed to decrease the risks associated with holding our securities, as well as pledging the company’s securities as collateral for transactions involving derivative securities relating to our common stock. The Insider Trading Policy also does not allow for the Company’s securities to be held in margin accounts by named executive officers. Pledging of Company securities may be permitted in certain circumstances contingent upon obtaining preclearance from the Compliance Officer.

Our Insider Trading Policy requires that all directors and officers, including our named executive officers, pre-clear with our legal department any proposed open market transactions. Further, we have adopted Rule 10b5-1 trading plan guidelines that permit our directors and employees, including our named executive officers, to adopt

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Rule 10b5-1 trading plans. Under these guidelines, Rule 10b5-1 trading plans may only be adopted or modified during an open trading window under our Insider Trading Policy and only when such individual does not otherwise possess material nonpublic information about the company. These guidelines also provide for a cooling-off period before the first trade may occur under a Rule 10b5-1 trading plan.

Executive Pay Program Risk Assessment

The Compensation Committee and management discuss and evaluate our compensation program and policies for our employees (including our named executive officers) to determine whether they encourage excessive risk-taking and to assess policies and practices that could mitigate such risks. Based on these reviews, the Compensation Committee designs our executive compensation program to encourage our named executive officers to focus on our short-term and long-term success, and for the following reasons, the Compensation Committee believes that any risks arising from compensation program and policies are not reasonably likely to have a material adverse effect on the Company:

•	Company’s pay-for-performance philosophy

•	Use of a mix of cash and equity-based awards

•	Importance equity awards that do not fully vest for several years

•	Inclusion of relevant milestones or other metrics (recognizing our emerging status currently makes it challenging to set multi-year performance goals)

•	Structure of the Chief Executive Officer’s RSU award which necessitates achieving critical milestones on our road to product commercialization

•	Significant outright equity ownership by our Chief Executive Officer

Tax and Accounting Considerations

Deductibility of Executive Compensation

Section 162(m) of the Internal Revenue Code, or Section 162(m), generally limits the amount we may deduct from our federal income taxes for compensation paid to our named executive officers to $1 million per executive officer per year, subject to certain exceptions. The Compensation Committee has not adopted a policy that all equity or other compensation must be deductible. Our compensation committee reserves the right to use its judgment to authorize compensation payments that are not deductible by reason of the Section 162(m) limitation when it believes such payments are appropriate.

Taxation of “Parachute Payments” and Deferred Compensation

If certain service providers receive payments or benefits in connection with a change in control that exceeds certain prescribed limits, they may be subject to an excise tax under Section 4999 of the Internal Revenue Code, and we may lose the ability to deduct the amounts subject to this excise tax under Section 280G of the Internal Revenue Code. Section 409A of the Internal Revenue Code, or Section 409A, imposes significant additional taxes on service providers that receive “deferred compensation” that does not meet the requirements of Section 409A. In fiscal 2022, we did not provide (and did not have any agreements or obligations to provide) any of our named executive officers with a “gross-up” payment or other reimbursement for any excise tax liability that he or she might owe under Section 4999 or for any additional tax that he or she might owe under Section 409A.

Accounting Considerations

We follow the authoritative accounting guidance under ASC Topic 718 for our share-based awards. ASC Topic 718 requires companies to measure the compensation expense for all share-based equity awards made to employees (including named executive officers) and directors based on the grant date “fair value” of these awards. ASC Topic 718 also requires companies to recognize the compensation cost of share-based awards in their income statements over the periods that the employees or directors are required to render service in order to vest in the awards.

The grant date “fair value” of the awards granted to our named executive officers have been calculated for accounting purposes and reported in the tables below, even though our named executive officers may never realize any value from those awards.

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Compensation Committee Report

The information contained in this Compensation Committee Report shall not be deemed to be soliciting material or to be filed with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates it by reference in such filing.

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management 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
			Andrew Lapham (Chair)
			Louise Sams
			Jay Stubina

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COMPENSATION TABLES

Summary Compensation Table

The following table presents summary information regarding the compensation reportable for our named executive officers for fiscal 2023, as determined under SEC rules.

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards⁽¹⁾ ($)	Option Awards⁽¹⁾ ($)	Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($)	Total ($)
Daniel Solomita Chief Executive Officer	2023	456,366	—	—	—	114,091	12,000	582,457
	2022	478,166	—	—	—	286,466	12,000	776,632
	2021	449,418	—	—	—	168,277	12,000	629,695
Drew Hickey⁽²⁾ Former Chief Financial Officer	2023	285,750	—	—	—	—	—	285,750
	2022	299,400	—	1,388,495	—	89,820	28,702	1,806,417
	2021	—	—	—	—	—	—	—
Stephen Champagne Chief Technology Officer	2023	196,596	39,319	—	—	—	—	235,915
	2022	199,600	39,920	—	—	—	—	239,520
	2021	183,992	23,450	450,000	—	—	—	657,442
Nicolas Lafond⁽³⁾ Interim Chief Financial Officer	2023	93,419	13,975	35,558	—	—	—	142,951

(1)

The amounts reported in this column do not reflect the compensation actually received by the Named Executive Officer. For valuation purposes, the dollar amount shown represents the aggregate award date fair value of awards made in fiscal years ended February 28, 2023, February 28, 2022 and February 29, 2021, computed in accordance with FASB ASC Topic 718, “Stock-Based Compensation”.

(2)	Resigned as of December 30, 2022. The amount included in “All Other Compensation” for 2022 represents reimbursements of relocation expenses in connection with Mr. Hickey’s hiring as Chief Financial Officer.

(3)	Began serving as Interim Chief Financial Officer on December 30, 2022.

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Grants of Plan-Based Awards for Fiscal 2023

The following table presents, for each of our named executive officers, information concerning grants of plan-based awards made during fiscal 2023. This information supplements the information about these awards set forth in the Summary Compensation Table.

	Grant Date	Estimated Future Payouts Under Non- Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#)	All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/sh)	Grant Date Fair Value of Stock Awards ($)
	Grant Date	Threshold ($)	Target ($)	Maximum ($)			Exercise or Base Price of Option Awards ($/sh)	Grant Date Fair Value of Stock Awards ($)
Daniel Solomita
Short-term incentive	February 28, 2022	114,091	228,183	456,366	—	—	—	—
Drew Hickey
Short-term incentive	February 28, 2022	85,725	142,875	285,750	—	—	—	—

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth all outstanding equity awards held by each Named Executive Officer as at February 28, 2023. For purposes of valuing the outstanding awards, the amounts below are based on a per share price of $2.60 for our common stock, which was the closing market price of the common stock as reported on the Nasdaq Global Select Market on February 28, 2023, the last business day of the fiscal year.

	Option Awards					Stock Awards
	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Un-Exercisable (#)	Equity incentive plan awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration date	Number of shares or units of stock that have not vested (#)	Market Value of shares or units of stock that have not vested ($)	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 ($)
Daniel Solomita⁽¹⁾	—	—	—	—	—	2,000,000	$5,200,000	—	—
Drew Hickey⁽²⁾	—	—	—	—	—	—	—	—	—
Stephen Champagne⁽³⁾	—	—	—	—	—	51,963	135,104	—	—
Nicolas Lafond⁽⁴⁾	—	—	—	—	—	4,331	$11,261	—	—

(1)	The number of units that have not vested represents RSUs which vest upon the occurrence of certain milestones and once vested, one-fifth of the RSUs will be settled annually.

(2)	Mr. Hickey’s unvested RSUs were forfeited pursuant to the Hickey Separation Agreement.

(3)	In fiscal 2021, the Board approved an equity award grant to Mr. Champagne of 51,963 new hire RSUs which vest entirely on March 9, 2023.

(4)	In fiscal 2023 and prior to his nomination as interim Chief Financial Officer, the Board approved an equity award grant to Mr. Lafond of 4,331 RSUs which vest entirely on March 9, 2027.

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Equity Compensation Plan Information in Fiscal 2023

As at February 28, 2023, there were 2,542,000 shares of our common stock subject to issuance upon the exercise of outstanding stock options and 3,888,618 shares of our common stock subject to issuance upon the settlement of RSUs under all of our equity compensation plans referred to in the table below. As at February 28, 2023, there were 120,486 shares of our common stock available for issuance under our equity compensation plan.

	Number of Securities to be Issued Upon Exercise of Options (#)	Weighted Average Exercise Price of Outstanding Options ($)	Weighted Average Remaining Term of Outstanding Options (years)	Number of Securities to be Issued Upon Vesting of Restricted Stock Units (#)	Weighted Average Issuance Price of Restricted Stock Units ($)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (#)
Equity compensation plans approved by shareholders	1,672,000	$6.58	7.57	3,888,618	$7.09	120,486
Equity compensation not approved by shareholders	870,000	2.74	3.51	—	—	—
Total equity compensation plans	2,542,000	$5.27	6.18	3,888,618	$7.09	120,486

Option Exercises and Stock Vested in Fiscal 2023

The following table provides information on vesting of RSUs during fiscal 2023.

	Option Awards		Stock Awards
	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)
Daniel Solomita⁽¹⁾	—	—	—	—
Drew Hickey⁽²⁾	—	—	29,637	$70,832
Stephen Champagne	—	—	—	—
Nicolas Lafond	—	—	—	—

(1)

Mr. Solomita received an award of 4,000,000 RSUs which became effective upon shareholder approval of an increase in the number of shares available for grant under the Plan at the Company’s 2019 Annual Meeting. The RSUs vest upon the occurrence of certain milestones and once vested, one-fifth of the RSUs will be settled annually. The first performance milestone has already been reached and consequently, 1,000,000 RSUs have vested effective June 27, 2019, of which the first installment of 200,000 RSUs was settled on October 15, 2019, the second installment on October 15, 2020 and the third installment on October 15, 2021. The remaining 400,000 RSUs will be settled equally on each of the following two anniversaries, unless the Company and Mr. Solomita agree to defer settlement. In fiscal 2023, 1,000,000 RSUs vested with the achievement of the second performance milestone and shall be settled on October 15th of each year in 200,000 unit tranches, unless the Company and Mr. Solomita agree to defer settlement. On October 14, 2022, Mr. Solomita elected to defer by one year the settlement of the 400,000 RSUs that would have otherwise settled on October 15, 2022.

(2)	Based on the stock price of $2.39 which is the closing price of the Company’s common stock on the Nasdaq Stock Market at the close of business on the settlement date, being December 30, 2022.

Pension Benefits and Nonqualified Deferred Compensation

We do not provide a pension plan for our employees, and none of our named executive officers participated in a nonqualified deferred compensation plan during fiscal 2023.

Potential Payments upon Termination or Change in Control

Mr. Daniel Solomita

On July 13, 2018, we entered into an amended and restated employment agreement, with no term, with Daniel Solomita, our President and Chief Executive Officer, such agreement referred to as the Solomita Amended and Restated Employment Agreement.

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Pursuant to the Solomita Amended and Restated Employment Agreement, Mr. Solomita received an award of 4,000,000 RSUs, subject to the terms of our 2017 Equity Incentive Plan and a Restricted Stock Unit Agreement thereunder. Such grant became effective upon shareholder approval of an increase in the number of shares available for grant under the Plan at the Company’s 2019 Annual Meeting. The RSUs will vest upon the occurrence of certain milestones as follows:

•	1,000,000 RSUs will vest when the Company’s securities are listed an exchange or the OTCQX tier of the OTC Markets;

•	1,000,000 RSUs will vest when the Company executes a contract for a minimum quantity of 25,000 M/T of DMT/MEG or PET;

•	1,000,000 RSUs will vest when the Company’s first full-scale production facility is in commercial operation; and

•	1,000,000 RSUs will vest when the Company’s second full-scale production facility is in commercial operation.

For these purposes, “commercial operation” means the full-scale production facility produces 10 metric tons per hour of DMT and MEG combined, for a term of not less than 6 months. Once vested in accordance with the milestones, one-fifth of the RSUs will be settled annually, generally commencing on the first settlement date following the date of vesting.

The first performance milestone has been reached and consequently, 1,000,000 RSUs have vested effective June 27, 2019, of which the first installment of 200,000 RSUs was settled on October 15, 2019, the second installment of 200,000 RSUs was settled on October 15, 2020 and the third installment of 200,000 RSUs was settled on October 15, 2021. The second performance milestone has been reached and consequently, 1,000,000 RSUs have vested effective May 11, 2022, of which none have been settled.

If Mr. Solomita’s employment is involuntarily terminated by the Company without Cause prior to a Change of Control or more than 24 months following a Change of Control (as such terms are defined in the Solomita Amended and Restated Employment Agreement), Mr. Solomita will receive: (i) continued payment of his base salary for a period equal to 24 months, (ii) payments by the Company for the full cost of his medical benefits provided by the Company under which he is covered as of the date of his termination of employment for up to 24 months, (iii) if he is eligible as of the date that his employment is terminated to participate in a formal cash annual incentive plan as the Company may make available to its similarly-situated employees, a lump-sum payment equal to a pro-rated portion of the incentive payment payable to him under such cash annual incentive plan based on actual performance at the end of the performance period, (iv) accelerated vesting of 50% of the then-unvested portion of his outstanding equity compensation, (v) reimbursement for up to $10,000 of expenses incurred in obtaining new employment.

If Mr. Solomita’s employment is terminated by the Company without Cause or by his Resignation for Good Reason (as defined in the Solomita Amended and Restated Employment Agreement) within 24 months after a Change in Control, Mr. Solomita will receive following severance benefits: (i) a lump sum payment equal to 24 months of his base salary, (ii) payments by the Company for the full cost of his medical benefits provided by the Company under which he is covered as of the date of his termination of employment for up to 24 months, (iii) if he is eligible as of the date that his employment is terminated to participate in a formal cash annual incentive plan as the Company may make available to its similarly-situated employees, a lump-sum payment equal to a pro-rated portion of the incentive payment payable to him under such cash annual incentive plan based on actual performance as of the date his employment is terminated and as soon as reasonably practicable following such date (or if such performance is not determinable at such time, based on target performance) and a lump-sum payment equal to two times the target incentive payment payable under the applicable cash annual incentive plan, (iv) accelerated vesting of 100% of the 4,000,000 RSUs described above, (v) reimbursement for up to $20,000 of expenses incurred in obtaining new employment.

The receipt of the severance benefits described above are subject to Mr. Solomita’s timely executing and not revoking a release of claims and his continued compliance with his proprietary information and inventions agreement with the Company and the post-employment non-competition, non-solicitation, and non-disparagement covenants in the Solomita Amended and Restated Employment Agreement.

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The Solomita Amended and Restated Employment Agreement also provides that in the event any amounts in the agreement or otherwise payable to him constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and could be subject to the related excise tax, he would be entitled to receive either full payment of benefits or such lesser amount that would result in no portion of the benefits being subject to an excise tax, whichever results in the greater amount of after-tax benefits to him.

For the purposes of the Solomita Employment Agreement, “Cause” means any grounds entitling the Board to summarily dismiss Mr. Solomita.

For purposes of the Solomita Amended and Restated Employment Agreement, “Resignation for Good Reason” generally means, Mr. Solomita’s resignation as a result of, and within 30 days following, (i) a change in Mr. Solomita’s position such that he is not a corporate officer of the Company (or a successor company in the event of a Change of Control), (ii) a significant and substantial reduction in Mr. Solomita’s job, duties, or responsibilities in a manner that is substantially and materially inconsistent with the position, duties, or responsibilities held by Mr. Solomita immediately before such reduction, (iii) any reduction in Mr. Solomita’s base salary other than in connection with and consistent with a general reduction of all officer base salaries; or (iv) a relocation of Mr. Solomita’s work location to a location more than 50 kilometers away from the current location provided such change increases Mr. Solomita’s commute by 25 kilometers or 30 minutes.

The Solomita Amended and Restated Employment Agreement prohibits Mr. Solomita from engaging in certain activities which compete with our business, seeking to recruit our employees or disclosing any of our trade secrets or otherwise confidential information. The foregoing description of the Solomita Amended and Restated Employment Agreement is a summary and is qualified in its entirety by the text of the Solomita Amended and Restated Employment Agreement, as amended, a copy of which is as an exhibit to our Form 8-K filed with the Securities and Exchange Commission on July 13, 2018.

Mr. Drew Hickey

On February 23, 2021, our wholly-owned subsidiary, Loop Canada Inc., entered into an employment agreement with no term, to commence on March 1, 2021, with Mr. Drew Hickey, our Chief Financial Officer, such agreement referred to as the Hickey Employment Agreement.

Pursuant to the Hickey Employment Agreement, if Mr. Hickey’s employment is terminated by the Company without Serious Reason, Mr. Hickey will receive the following severance benefits, subject to his timely executing a release of claims and his continued compliance with the post-employment covenants his proprietary information and inventions agreement with the Company and his non-solicitation and non-disparagement agreement with the Company:

(i) his annual short-term incentive award prorated to the date of termination based on actual performance, payable in one lump-sum within the later of 30 days of termination for time-based awards or shortly after performance is determined at the end of the next quarterly reporting period for performance awards; (ii) a lump-sum payment equal to eighteen (18) months of his then-current base salary; and (iii) his new hire RSU award will be paid as if vested ratably over a period of sixty (60) months from the date of Board approval, with any such RSUs that are vested as of the date of termination to be paid in one lump sum within 30 days of termination.

If Mr. Hickey’s employment is terminated by the Company without Cause or by his Resignation for Good Reason (as defined in the Hickey Employment Agreement) within 24 months after a Change in Control, Mr. Hickey will receive following severance benefits: i) his annual short-term incentive award prorated to the date of termination based on actual performance, payable in one lump-sum within the later of 30 days of termination for time-based awards or shortly after performance is determined at the end of the next quarterly reporting period for performance awards; (ii) a lump-sum payment equal to eighteen (18) months of his then-current base salary; and (iii) his new hire RSU award will be fully vested and paid one lump sum within 30 days of termination.

For the purposes of the Hickey Employment Agreement, “Serious Reason” means a serious reason pursuant to Article 2094 of the Civil Code of Quebec and includes, without limitation, (i) Mr. Hickey’s breach of a material term of the Hickey Employment Agreement; (ii) Mr. Hickey’s conviction of a criminal offence involving fraud or dishonesty, or which otherwise adversely impacts the reputation of the Company; (iii) Mr. Hickey directly or indirectly making personal profit out of or in connection with a transaction or business opportunity to which the Company is involved or otherwise associated with, without making disclosure to and seeking the prior written consent of the Company; (iv) Mr. Hickey’s failure to comply with any Company rules or policies of a material nature;

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(v) Mr. Hickey’s continued failure to substantially perform his job duties; (vi) any actions or omissions on Mr. Hickey’s part constituting gross misconduct or negligence in connection with the business of the Company.

As required by the Hickey Employment Agreement, Mr. Hickey has signed and agreed to be bound by a Non-Competition, Non-Solicitation and Non-Disparagement Agreement.

The foregoing description is based on the Hickey Employment Agreement and the severance payments and related treatment of RSUs has been superseded by the Hickey Separation Agreement, as described above.

Mr. Stephen Champagne

On January 30, 2020, our wholly-owned subsidiary, Loop Canada Inc., entered into an employment agreement with no term, to commence on March 9, 2020, with Mr. Stephen Champagne, our Chief Technology Officer, such agreement referred to as the Champagne Employment Agreement.

Pursuant to the Champagne Employment Agreement, if Mr. Champagne’s employment is terminated by the Company without Serious Reason, Mr. Champagne will receive the following severance benefits, subject to his timely executing a release of claims and his continued compliance with the post-employment covenants, his proprietary information and inventions agreement with the Company, and his non-solicitation and non-disparagement agreement with the Company:

(i) his annual short-term incentive award prorated to the date of termination based on actual performance, payable in one lump-sum within the later of 30 days of termination for time-based awards or shortly after performance is determined at the end of the next quarterly reporting period for performance awards; (ii) a lump-sum payment equal to four months of his then-current base salary; and (iii) his new hire RSU award will be paid as if vested ratably over a period of thirty-three (33) months from the date of Board approval, with any such RSUs that are vested as of the date of termination to be paid in one lump sum within 30 days of termination.

For the purposes of the Champagne Employment Agreement, “Serious Reason” means a serious reason pursuant to Article 2094 of the Civil Code of Quebec and includes, without limitation, (i) Mr. Champagne’s breach of a material term of the Champagne Employment Agreement; (ii) Mr. Champagne’s conviction of a criminal offence involving fraud or dishonesty, or which otherwise adversely impacts the reputation of the Company; (iii) Mr. Champagne directly or indirectly making personal profit out of or in connection with a transaction or business opportunity to which the Company is involved or otherwise associated with, without making disclosure to and seeking the prior written consent of the Company; (iv) Mr. Champagne’s failure to comply with any Company rules or policies of a material nature; (v) Mr. Champagne’s continued failure to substantially perform his job duties; (vi) any actions or omissions on Mr. Champagne’s part constituting gross misconduct or negligence in connection with the business of the Company.

As required by the Champagne Employment Agreement, Mr. Champagne has signed and agreed to be bound by a Non-Competition, Non-Solicitation and Non-Disparagement Agreement.

Mr. Nicolas Lafond

Our wholly-owned subsidiary, Loop Canada Inc., is party to an employment agreement with no term, with Mr. Lafond, such agreement referred to as the Lafond Employment Agreement.

Pursuant to the Lafond Employment Agreement, if Mr. Lafond’s employment is terminated by the Company without Serious Reason, Mr. Lafond will receive the following severance benefits, subject to his timely executing a release of claims and his continued compliance with the post-employment covenants, and his proprietary information and inventions agreement with the Company:

(i) his RSU award will be paid as if vested ratably over a period of sixty (60) months from the date of Board approval, with any such RSUs that are vested as of the date of termination to be paid in one lump sum within 30 days of termination.

As required by the Lafond Employment Agreement, Mr. Lafond has signed and agreed to be bound by a Non-Competition, Non-Solicitation and Non-Disparagement Agreement.

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Estimated Payments Upon Termination or Change in Control

The following table provides an estimate of the payments and benefits that would be provided in the circumstances described above for each of the named executive officers, assuming the triggering event took place on February 28, 2023 (the last business day of fiscal 2023) and based on the $2.60 closing price per share of our common stock on the Nasdaq Stock Market on February 28, 2023 (the last trading day of fiscal 2023). A number of factors may affect the nature and amount of any potential payments or benefits, and as a result, the payments and benefits actually paid (if any) may be different. For example, a triggering event may occur on a date other than February 28, 2023, the price per share of our common stock on the date of the triggering event may be higher or lower than $2.60 or the assumptions relied upon in the estimate of potential payments and benefits below may not reflect the actual circumstances of the triggering event. Accordingly, there is no guarantee that a triggering event would produce the same or similar results as those estimated below.

Name	Termination Without Cause or Resignation for Good Reason ($)	Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control ($)
Daniel Solomita
Base salary	912,731	912,731
Cash incentive compensation	114,091	570,457
Equity incentive compensation⁽¹⁾⁽²⁾	6,240,000	8,840,000
Total potential payment	7,266,823	10,323,188
Drew Hickey
Base salary	—	—
Cash incentive compensation	—	—
Equity incentive compensation⁽²⁾	—	—
Total potential payment	—	—
Stephen Champagne
Base salary	65,532	65,532
Cash incentive compensation	39,319	39,319
Equity incentive compensation⁽²⁾	133,993	133,993
Total potential payment	238,845	238,845
Nicolas Lafond
Base salary	—	—
Cash incentive compensation	—	—
Equity incentive compensation⁽²⁾	2,195	2,195
Total potential payment	2,195	2,195

(1)

In June 2018, the Board approved the grant of an award of 4,000,000 RSUs to Mr. Solomita, which became effective upon approval by the Company’s stockholders at the Company’s 2019 Annual Meeting of an increase in the number of shares available for issuance under the Company’s 2017 Equity Incentive Plan. Since the Company’s stockholders approved Proposal Three, the grant of this RSU award to Mr. Solomita became effective, and the vesting acceleration provisions in the Solomita Amended and Restated Employment Agreement (described above in the section above entitled “Potential Payments upon Termination or Change in Control”) apply to the RSU award.

(2)

The amounts listed represent the value of the vesting acceleration benefits described above in the section above entitled “Potential Payments upon Termination or Change in Control” as of February 28, 2023. For RSUs, the value of such vesting acceleration is computed by multiplying (i) the number of shares of our common stock subject to the RSUs that are being accelerated by (ii) the closing sales price per share of our common stock on February 28, 2023 ($2.60).

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PAY VERSUS PERFORMANCE

The following disclosure is required by SEC rules but is not reflective of how the Company or the Compensation Committee determine executive compensation. For a discussion of how the Company manages its executive compensation structure and philosophy, including alignment with Company performance, see the Compensation Discussion and Analysis above. The use of the term “compensation actually paid” is required by the SEC’s rules but does not reflect the amount of compensation actually paid, earned or received during the applicable year. Per SEC rules, “compensation actually paid” was calculated by adjusting the total amounts for the applicable year from the Summary Compensation Table above, as further described in the footnotes to the following table.

The following table presents certain information regarding compensation paid to Loop’s CEO and other NEOs, and certain measures of financial performance, for the two years ended February 28, 2023. The amounts shown below are calculated in accordance with Item 402(v) of Regulation S-K.

Year	Summary Compensation Table Total for CEO ($)	Compensation Actually Paid to CEO⁽¹⁾⁽²⁾ ($)	Average Summary Compensation Table Total for non-CEO Named Executive Officers ($)	Average Compensation Actually Paid to non-CEO Named Executive Officers⁽³⁾⁽⁴⁾ ($)	Value of Initial Fixed $100 Investment Based on Loop Total Shareholder Return ($)	Net Income ($)
2023	582,457	(9,937,543)	221,539	(180,924)	37.46	(21,300,565)
2022	776,632	(4,233,368)	772,124	607,135	80.60	(44,920,956)

(1)	For all periods disclosed Mr. Solomita was the CEO.

(2)	The adjustments noted in the table below were made to Summary Compensation Table totals for Mr. Solomita for each year to determine the compensation actually paid.

Year	Reported Summary Compensation Table Total for CEO ($)	Reported Value of Equity Awards ($)	Equity Award Adjustments^(a) ($)	Compensation Actually Paid to CEO ($)
2023	582,457	—	(10,520,000)	(9,937,543)
2022	776,632	—	(5,010,000)	(4,233,368)

(a)	The amounts deducted or added in calculating the average equity award adjustments, are as follows:

Year	Add Year- End Fair Value of Equity Awards ($)	Add Year- over-Year Change in Fair Value of Outstanding and Unvested Equity Awards ($)	Add Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)	Add Year- over-Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)	Subtract Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($)	Add Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($)	Total Equity Award Adjustment ($)
2023	—	(8,680,000)	—	(1,840,000)	—	—	(10,520,000)
2022	—	(5,010,000)	—	—	—	—	(5,010,000)

(3)	In 2023 the other NEOs were Mr. Hickey, Mr. Lafond, and Mr. Champagne. In 2022 the other NEOs were Mr. Hickey, Mr. Champagne and Mr. Perron.

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(4)	The adjustments noted in the table below were made to Summary Compensation Table totals for our NEOs other than our CEO for each year to determine the compensation actually paid.

Year			Average Reported Summary Compensation Table Total for Non-CEO NEOs ($)			Average Reported Value of Equity Awards ($)			Average Equity Award Adjustments^(a) ($)			Average Compensation Actually Paid to Non-CEO NEOs ($)
2023			221,539			11,853			(390,610)

SEC Form DEF 14A filed by Loop Industries Inc.