Exhibit 99.2


IMV INC.


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND

MANAGEMENT INFORMATION CIRCULAR OF IMV INC.


May 25, 2020


130 Eileen Stubbs Avenue Tel (902) 492-1819
Suite 19 Fax (902) 492-0888
Dartmouth, Nova Scotia Web: http://www.imv-inc.com/
B3B 2C4  

These materials are important and require your immediate attention. If you have questions or require assistance with voting your shares, you may contact our proxy solicitation agent:
 
Laurel Hill Advisory Group
North American Toll-Free Number: 1-877-452-7184
Calls Outside North America: 416-304-0211
Email: assistance@laurelhill.com

 





NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual meeting of the shareholders (the “Meeting”) of IMV Inc. (the “Corporation”) will be held in virtual form only at 11:00 am ET (noon AT), on June 29, 2020, for the purposes of:

1.     

receiving the financial statements of the Corporation for the year ended December 31, 2019 and the report of the auditor thereon;

 

 
2.     

electing directors for the ensuing year;

 

 
3.     

appointing the auditor and authorizing the directors to fix its remuneration;

 

 
4.     

adopting a resolution, the text of which is set out in Schedule “A” to the management information circular of the Corporation dated May 25, 2020 (the “Circular”), approving an increase to the number of common shares of the Corporation reserved for issuance under the deferred share unit plan of the Corporation;

 

 
5.     

transacting such other business as may properly be brought before the Meeting.

Due to the unprecedented impact of the Covid-19 pandemic, IMV is adhering to current government direction and advice by electing to hold the Meeting as a completely virtual meeting, which will be conducted via live audio webcast, at https://web.lumiagm.com/214089181. All Shareholders will have an equal opportunity to participate to the online Meeting, regardless of their physical location.

Dartmouth, Nova Scotia, May 25, 2020

By order of the Board of Directors

(s)Pierre Labbé
Mr. Pierre Labbé
Chief Financial Officer

IMPORTANT

Registered shareholders and duly appointed proxyholders can participate in the Meeting, vote or submit questions, in real time, so long as they are connected to the internet and meet the conditions set out in the accompanying management information circular. Non-registered owners who have not appointed themselves as proxyholders may attend the Meeting as guests, but guests will not be allowed to vote at the Meeting. If you are unable to attend the Meeting, please complete, date, and sign the enclosed form of proxy and return it in the envelope provided for that purpose. Proxies, to be valid, must be deposited at the office of the registrar and transfer agent of the Corporation, Computershare Investor Services Inc., 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1 no later than 48 hours, excluding Saturdays, Sundays and holidays, prior to the Meeting. Your Shares will be voted in accordance with your instructions as indicated on the form of proxy or, if no instructions are given on the form of proxy, the proxy holder will vote “IN FAVOUR” of each of the matters indicated above.

These security holder materials are being sent to both registered and non-registered owners of the securities. If you are a non-registered owner, and the Corporation or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding your securities on your behalf. By choosing to send these materials to you directly, the Corporation (and not the intermediary holding your securities on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions. The Corporation or its agent is sending these materials directly to non-registered owners who are “non-objecting beneficial owners” as defined in Canadian securities laws.





TABLE OF CONTENTS

SOLICITATION OF PROXIES AND VOTING INSTRUCTIONS 1

Registered Owners

1

Non-Registered Owners

5
GENERAL MATTERS 6
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON 7
VOTING SHARES AND PRINCIPAL HOLDERS THEREOF 7
BUSINESS TO BE TRANSACTED AT THE MEETING 8

Presentation of the Financial Statements

8

Election of Directors

8

Appointment of Auditor

12

Amendments to the DSU Plan

12
DIRECTOR COMPENSATION 13

Retainer and Share-Based Remuneration

13

Components of Director Compensation

13

Director Compensation Table

14

Outstanding Share-Based Awards and Option-Based Awards

14

Incentive Plan Awards - Value Vested or Earned during the year ended December 31, 2019

15

Options Exercised during the Year

15
COMPENSATION DISCUSSION AND ANALYSIS 15

Compensation philosophy

15

Members of Compensation Committee

15

Role of Compensation Committee

16

Benchmarking

16

Named Executive Officers

18

Components of Executive Compensation

19

Option-based awards

22
PERFORMANCE GRAPH 23
SUMMARY COMPENSATION TABLE 24
INCENTIVE PLAN AWARDS 25

Outstanding Equity Awards

25

Value vested or earned during the year of incentive plan awards

26
PENSION PLAN BENEFITS 26
TERMINATION AND CHANGE OF CONTROL BENEFITS 26
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS 27

Securities issuable under equity compensation plans as a percentage of outstanding Shares

27

Annual Burn Rate

28

Stock Option Plan

28

Deferred Share Unit Plan

30
INFORMATION ON THE AUDIT COMMITTEE 32
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS 32
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS 32
MANAGEMENT CONTRACTS 32
CORPORATE GOVERNANCE PRACTICES 32

Board of Directors

33
RECEIPT OF SHAREHOLDER PROPOSALS FOR 2021 ANNUAL MEETING 37

 





2

ADDITIONAL INFORMATION 37
APPROVAL OF THE CIRCULAR 37
SCHEDULE “A” SHAREHOLDERS’ RESOLUTION A-1
SCHEDULE “B” MANDATE OF THE BOARD OF DIRECTORS B-1

 





IMV INC.

MANAGEMENT INFORMATION CIRCULAR

SOLICITATION OF PROXIES AND VOTING INSTRUCTIONS

The information contained in this management information circular (the “Circular”) is furnished in connection with the solicitation of proxies from registered owners of common shares (the “Shares”) of IMV Inc. (the “Corporation”, “we,” “our” and “us,” as the context requires) (and of voting instructions in the case of non-registered owners of Shares) to be used at the annual meeting of shareholders of the Corporation (the “Shareholders”) to be held on June 29, 2020 at 11:00 am ET and at all adjournments, thereof (the “Meeting”). Registered Shareholders (as defined in this Circular) and duly appointed proxyholders can attend the meeting online at https://web.lumiagm.com/214089181 where they can participate, vote, or submit questions during the meeting’s live webcast. It is expected that the solicitation will be made primarily by mail, but proxies and voting instructions may also be solicited personally by our employees. The solicitation of proxies and voting instructions by this Circular is being made by or on behalf of our management. The total cost of the solicitation of proxies will be borne by us. The Corporation shall send directly to the non-objecting beneficial owners of Shares the proxy documents. The Corporation shall send indirectly the proxy documents to the objecting beneficial owners of Shares and shall reimburse brokers and other persons holding Shares on their behalf or on behalf of nominees, for reasonable costs incurred in sending the proxy documents to the objecting beneficial owners. The information contained in this Circular is given as at May 25, 2020, except where otherwise noted.

The Corporation has retained Laurel Hill Advisory Group as its proxy solicitation agent to assist it in communicating with Shareholders in connection with the Meeting. In connection with these services, Laurel Hill Advisory Group is expected to receive a fee of $30,000 and will be reimbursed for its reasonable out-of-pocket expenses. If you have any questions regarding the Meeting, or if you require assistance with voting, you may contact Laurel Hill Advisory Group at 1-877-452-7184 (toll-free in Canada and the United States (“U.S.”)) or 1-416-304-0211 (other countries) or by email at assistance@laurelhill.com.

Shareholders and duly appointed proxyholders can attend the Meeting online by going to https://web.lumiagm.com/214089181.

Registered Owners

Shareholders whose name appears on the registry of shareholders maintained by Computershare Investor Services Inc. (“Computershare”), the Corporation’s transfer agent (the “Registered Shareholders”) and duly appointed proxyholders can participate in the meeting by clicking “I have a login” and entering a Username and Password before the start of the Meeting.





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Voting at the Meeting will only be available for Registered Shareholders and duly appointed proxyholders. Non-Registered Owners (as defined in this Circular under the heading “Non-Registered Owners”) who have not appointed themselves may attend the Meeting by clicking “I am a guest” and completing the online form.

It is important that you are connected to the internet at all times during the meeting in order to vote when balloting commences.

Registered Shareholders may wish to vote by proxy whether or not they are able to attend the online Meeting.

Registered Shareholders who wish to submit a proxy may choose one of the following methods:

  (a)     

complete, date and sign the enclosed Proxy and return it to Computershare, by fax within North America to 1-866-249-7775, by fax outside North America to 416-263-9524, by mail or by hand to the 8th Floor, 100 University Avenue, Toronto, Ontario, Canada, M5J 2Y1, or by hand delivery to the 3rd Floor, 510 Burrard Street, Vancouver, British Columbia, Canada, V6C 3B9; or

   

 
  (b)     

use a touch-tone phone to transmit voting choices to a toll-free number. Registered shareholders must follow the instructions of the voice response system and refer to the enclosed Proxy for the toll free number, the holder’s account number and the Proxy access number; or

   

 
  (c)     

log onto the internet website of Computershare at www.investorvote.com. Registered shareholders must follow the instructions given on Computershare’s website and refer to the enclosed Proxy for the holder’s account number and the proxy access number.

Registered Shareholders must ensure the Proxy is received at least 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting or any adjournment thereof. Shareholders who wish to appoint a third-party proxyholder to represent them at the online Meeting must submit their proxy or voting instruction form (as applicable) prior to registering their proxyholder. Registering the proxyholder is an additional step once a Shareholder has submitted their proxy/voting instruction form. Failure to register a duly appointed proxyholder will result in the proxyholder not receiving a Username to participate in the Meeting. To register a proxyholder, Shareholders MUST visit https://www.computershare.com/IVPQ by June 25, 2020, at 11:00 am ET and provide Computershare with their proxyholder’s contact information, so that Computershare may provide the proxyholder with a Username via email.

In order to participate online, Shareholders must have a valid 15-digit control number and proxyholders must have received an email from Computershare containing a Username.

Participating at the Meeting

The Meeting will be hosted online by way of a live webcast. Shareholders will not be able to attend the Meeting in person. A summary of the information Shareholders will need to attend the online Meeting is provided below. The Meeting will begin at 11:00 am ET on June 29, 2020.





3

Computershare
100 University Avenue
8th Floor
Toronto, Ontario
M5J 2Y1

OR

Email at service@computershare.com





4

Voting at the Meeting

A Registered Shareholder, or a Non-Registered Owner who has appointed themselves or a third party proxyholder to represent them at the Meeting, will appear on a list of Shareholders prepared by Computershare, the transfer agent and registrar for the Meeting. To have their shares voted at the Meeting, each Registered Shareholder or proxyholder will be required to enter their control number or Username provided by Computershare at https://web.lumiagm.com/214089181 prior to the start of the Meeting. In order to vote, Non-Registered Owners who appoint themselves as a proxyholder MUST register with Computershare at https://www.computershare.com/IVPQ after submitting their voting instruction form in order to receive a Username (please see the information under the heading “Appointment of Proxies” below for details) by June 25, 2020 at 11:00 am ET.

Appointment of Proxies

If you do not wish to attend the Meeting, you should complete and return the enclosed form of proxy. The individuals named in the form of proxy are representatives of our management and are directors and officers of the Corporation.

You have the right to appoint someone else to represent you at the Meeting. If you wish to appoint someone else to represent you at the Meeting, insert that other person’s name in the blank space in the form of proxy. The person you appoint to represent you at the Meeting need not be a shareholder of the Corporation. To be valid, proxies must be deposited with the Corporation either by using the enclosed return envelope or by faxing the proxy to IMV Inc., c/o Computershare Investor Services Inc., Facsimile: (902) 420-2764 not later than 11:00 am ET on June 25, 2020 or, if the Meeting is adjourned, 48 hours, (excluding Saturdays, Sundays and holidays) before any adjourned Meeting.

Shareholders who wish to appoint a third-party proxyholder to represent them at the online Meeting must submit their proxy or voting instruction form (as applicable) prior to registering their proxyholder. Registering the proxyholder is an additional step once a Shareholder has submitted their proxy/voting instruction form. Failure to register a duly appointed proxyholder will result in the proxyholder not receiving a Username to participate in the Meeting. To register a proxyholder, Shareholders MUST visit https://www.computershare.com/IVPQ by June 25, 2020, at 11:00 am ET. and provide Computershare with their proxyholder’s contact information, so that Computershare may provide the proxyholder with a Username via email.

Without a Username, proxyholders will not be able to vote at the online Meeting.

Revocation

If you have submitted a proxy and later wish to revoke it you can do so by:

  (a)     

completing and signing a form of proxy bearing a later date and depositing it with Computershare Investor Services Inc. as described above;

   

 
  (b)     

depositing a document that is signed by you (or by someone you have properly authorized to act on your behalf): (i) at our registered office at 130 Eileen Stubbs Avenue, Suite 19, Dartmouth, Nova Scotia, B3B 2C4 at any time up to the last business day preceding the day of the Meeting, or any adjournment of the Meeting, at which the proxy is to be used; or (ii) with the chair of the Meeting before the Meeting starts on the day of the Meeting or any adjournment of the Meeting;

   

 
  (c)     

electronically transmitting your revocation in a manner permitted by law, provided that the revocation is received: (i) at our registered office at 130 Eileen Stubbs Avenue, Suite 19, Dartmouth, Nova Scotia, B3B 2C4 at any time up to and including the last business day preceding the day of the Meeting, or any adjournment of the Meeting, at which the proxy is to be used; or (ii) by the chair of the Meeting before the Meeting starts on the day of the Meeting or any adjournment of the Meeting; or

   

 
  (d)     

following any other procedure that is permitted by law.





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If Shareholders are using a 15-digit control number to login to the online Meeting and accept the terms and conditions, they will be provided the opportunity to vote by online ballot at the appropriate time on the matters put forth at the Meeting. If Shareholders have already voted by proxy and vote again during the online ballot during the Meeting, such Shareholders’ online vote during the Meeting will revoke their previously submitted proxies. If Shareholders have already voted by proxy and do not wish to revoke their previously submitted proxy, they must NOT vote again during the online ballot.

Voting of Proxies

In connection with any ballot that may be called for, the management representatives designated in the enclosed form of proxy, or any other person you may have appointed, will vote or withhold from voting your Shares in accordance with the instructions you have indicated on the proxy and, if you specify a choice with respect to any matter to be acted upon, the Shares will be voted accordingly. In the absence of any direction, your Shares will be voted by the management representatives IN FAVOUR of the election of each director and IN FAVOUR of the appointment of the auditor.

The management representatives designated in the enclosed form of proxy have discretionary authority with respect to amendments to or variations of matters identified in the accompanying notice of meeting and with respect to other matters that may properly come before the Meeting. At the date of this Circular, our management knows of no such amendments, variations or other matters.

Non-Registered Owners

If your Shares are registered in the name of a depository (such as The Canadian Depository for Securities Limited) or an intermediary (such as a bank, trust company, securities dealer or broker, or trustee or administrator of a self-administered RRSP, RRIF, RESP or similar plan), you are a “Non-Registered Owner”. There are two kinds of Non-Registered Owners: (i) those who object to their name being made known to the issuers of securities which they own, known as objecting beneficial owners or “OBOs”; and (ii) those who do not object to their name being made known to the issuers of securities which they own, known as non-objecting beneficial owners or “NOBOs”.

Only registered owners of Shares, or the persons they appoint as their proxies, are permitted to attend and vote at the Meeting. If you are a Non-Registered Owner, you are entitled to direct how the Shares beneficially owned by you are to be voted or you may obtain a form of legal proxy that will entitle you to attend and vote at the Meeting.

In accordance with Canadian securities law, we have distributed copies of the notice of meeting, this Circular and the 2019 financial statements of the Corporation (collectively, the “Meeting Materials”) to the intermediaries for onward distribution to Non-Registered Owners who have not waived their right to receive them. Typically, intermediaries will use a service company (such as Broadridge Investor Communications Solutions) to forward the Meeting Materials to non-registered owners.

If you are a Non-Registered Owner and have not waived your right to receive Meeting Materials, you will receive either a request for voting instructions or a form of proxy with your Meeting Materials. The purpose of these documents is to permit you to direct the voting of the Shares you beneficially own. You should follow the procedures set out below, depending on which type of document you receive. Additionally, the Corporation may utilize Broadridge’s QuickVoteTM service to assist Non-Registered Owners that are NOBOs with voting their Shares. NOBOs may be contacted by Laurel Hill to conveniently obtain a vote directly over the telephone.

Intermediaries are required to forward the Meeting Materials to Non-Registered Owners unless a Non-Registered Owner has waived the right to receive them. Intermediaries often use service companies to forward the Meeting Materials to Non-Registered Owners. Generally, Non-Registered Owners who have not waived the right to receive Meeting Materials will either:

(a) be given a voting instruction form which is not signed by the Intermediary and which, when properly completed and signed by the Non-Registered Owner and returned to the intermediary or its service company, will constitute voting instructions (often called a “voting instruction form”) which the intermediary must follow. Typically, the





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voting instruction form will consist of a one-page pre-printed form. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge. Broadridge typically prepares a machine-readable voting instruction form, mails those forms to Non-Registered Owners and asks Non-Registered Owners to return the forms to Broadridge or otherwise communicate voting instructions to Broadridge (by way of the Internet or telephone, for example) Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of the shares to be represented at the Meeting. Sometimes, instead of the one-page pre-printed form, the voting instruction form will consist of a regular printed proxy form accompanied by a page of instructions which contains a removable label with a bar-code and other information. In order for this form of proxy to validly constitute a voting instruction form, the Non-Registered Owner must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and submit it to the intermediary or its service company in accordance with the instructions of the intermediary or its service company; or

(b) be given a form of proxy which has already been signed by the intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of shares beneficially owned by the Non-Registered Owner but which is otherwise not completed by the intermediary. Because the intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Non-Registered Owner when submitting the proxy. In this case, the Non-Registered Owner who wishes to submit a proxy should properly complete the form of proxy and deposit it with Computershare Investor Services at 100 University Avenue, 8th Floor, Toronto, ON, M5J 2Y1.

In either case, the purpose of these procedures is to permit Non-Registered Owners to direct the voting of the Shares they beneficially own. Should a Non-Registered Owner who receives one of the above forms wish to vote at the Meeting, or any adjournment(s) or postponement(s) thereof (or have another person attend and vote on behalf of the Non-Registered Owner), the Non-Registered Owner should strike out the names of the persons named in the voting instruction form or form of proxy, as applicable, and insert the Non-Registered Owner’s or such other person’s name in the blank space provided. In either case, Non-Registered Owners should carefully follow the instructions of their intermediary, including those regarding when and where the voting instruction form is to be delivered.

In all cases, Shareholders who wish to appoint a third-party proxyholder to represent them at the online Meeting must submit their proxy or voting instruction form (as applicable) prior to registering their proxyholder. Registering the proxyholder is an additional step once a Shareholder has submitted their proxy/voting instruction form. Failure to register a duly appointed proxyholder will result in the proxyholder not receiving a Username to participate in the Meeting. To register a proxyholder, Shareholders MUST visit https://www.computershare.com/IVPQ by June 25, 2020, at 11:00 am ET. and provide Computershare with their proxyholder’s contact information, so that Computershare may provide the proxyholder with a Username via email.

Without a Username, proxyholders will not be able to vote at the online Meeting.

Shareholder Questions

If you have any questions and / or need assistance in voting your shares, please contact our proxy solicitation agent:
 
LAUREL HILL ADVISORY GROUP
North American Toll- Free Number: 1-877-452-7184
Calls Outside North America: 416-304-0211
Email: assistance@laurelhill.com

GENERAL MATTERS

References in this Circular to “dollars”, “C$” or “$” are to Canadian dollars. United States dollars are indicated by the symbol “US$”.





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INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

No person who has been a director or an executive officer of the Corporation nor any proposed nominee for election as a director of the Corporation at any time since the beginning of its last completed financial year, or any associate of any such director, officer or proposed nominee, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, except as disclosed in this Circular.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

As of May 25, 2020, the Corporation had 61,169,900 Shares issued and outstanding, being the only class of securities of the Corporation entitled to be voted at the Meeting. Each holder of Shares of record at the close of business on May 25, 2020, the record date established for notice of the Meeting, will be entitled to vote on all matters proposed to come before the Meeting on the basis of one vote for each Share held.

As at May 25, 2020, to the knowledge of our directors and officers, the following person beneficially owned, directly or indirectly, or exercised control or direction over, more than 10% of the voting shares of the Corporation.

Name and place of business Number of shares held Percentage
Ruffer LLP 7,453,399 12.18%
London, United Kingdom    

 





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BUSINESS TO BE TRANSACTED AT THE MEETING

If you are a Shareholder and have any questions or require more information with regard to voting your Shares, please contact the Corporation’s proxy solicitation agent, Laurel Hill Advisory Group, at 1-877-452-7184 (toll-free in Canada and the U.S.) or 1-416-304-0211 (other countries) or by email at assistance@laurelhill.com.

Presentation of the Financial Statements

The financial statements of the Corporation, for the year ended December 31, 2019 and the auditor’s report thereon, will be presented to the Shareholders at the Meeting, but no vote with respect thereto is required or proposed to be taken.

Election of Directors

Majority Voting Policy

The Board has adopted a majority voting policy for the election of directors (the “Majority Voting Policy”). The form of proxy that accompanies this Circular enables Shareholders to vote in favour of, or to withhold their vote, separately for each director nominee. The voting results will be publicly disclosed promptly after the Meeting through a voting results report filed on the SEDAR website at www.sedar.com.

The Majority Voting Policy provides that, in an uncontested election, if a director nominee is not elected by at least a majority (50% +1 vote) of the votes cast by Shareholders with respect to his election, the director nominee will be considered by the Board not to have received the support of the Shareholders and such nominee must immediately submit his resignation to the Board, effective on acceptance by the Board. The Board will refer the resignation to the Governance Committee for consideration.

Within 90 days following the applicable meeting of the Shareholders, the Board will determine whether to accept or reject the director resignation offer that has been submitted, on the recommendation of the Governance Committee, and will promptly publicly disclose its decision via a press release. A director who so tenders his or her resignation will not participate in any discussion or action of the Governance Committee or of the Board with respect to the decision to accept his or her resignation. In cases where the Board determines to reject the resignation, the reasons for its decision will also be disclosed. Absent exceptional circumstances that would warrant the continued service of the applicable director on the Board, the Board is expected to accept the resignation of said applicable director. If a resignation is accepted, the Board may appoint a new director to fill any vacancy or may reduce the size of the Board.

Director Nominees

The articles of the Corporation provide that the Board of Directors of the Corporation (the “Board”) shall consist of a minimum of one director and a maximum of 15 directors.

At the Meeting, management of the Corporation will propose that the Board be constituted of seven directors, all of whom to be elected annually.

The following table and the notes thereto state the names and places of residence of all persons proposed to be nominated for election as directors of the Corporation, the positions they hold with the Corporation, their principal occupations or employments during the past five years, the year such persons began to serve as directors of the Corporation and the number of Shares beneficially owned or over which control or direction is exercised by each of them as at May 25, 2020. Each director will hold office until the next annual meeting of shareholders or until his successor is duly elected, unless prior thereto the director resigns or the director’s office becomes vacant by reason of death or other cause. Upon successful election of all director nominees at the Meeting, it is expected that each members of the committees of the Board as noted below will continue in their respective roles after the Meeting.

Unless authority to vote is withheld, the persons named in the accompanying form of proxy intend to vote IN FAVOUR of the election of each of the seven nominees whose names are set forth hereafter.





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Name and
Municipality of
Residence
Position
Held with
the
Corporation
Principal Occupation during Past Five Years Director
Since
Shares Beneficially
Owned, Controlled or
Directed, Directly or
Indirectly(5)
Andrew Sheldon(1)
(Quebec, Quebec,
Canada)
Chairman of
the Board
and Director
Chairman of Quebec International.
Former Chief Executive Officer of Medicago Inc
(biotech company)
April 14, 2016 101,474
James W. Hall(3)
(Toronto, Ontario,
Canada)
Director President of James Hall Advisors Inc.
(advisory firm)
Former Senior Vice President of Callidus Capital Corporation
(specialized asset-based lender to companies in Canada and the U.S.)
February 22, 2010 77,475
Julia P. Gregory(2)(3)
(Scarborough, New
York, U.S.)
Director Chair and Chief Executive Officer of Isometry
Advisors, Inc.
(biotechnology financial and management advisory firm) Chief Executive Officer of ContraFect Corporation
(biotechnology company)
June 7, 2018 -
Frederic Ors
(Quebec, Quebec,
Canada)
Chief
Executive
Officer and
Director
Chief Executive Officer of IMV Inc.
Former Chief Business Officer of IMV Inc.
Former Vice President of Business development
and Strategic Planning of Medicago Inc. (biotech comapny)
April 14, 2016 156,339(6)
Wayne Pisano(3)(4)
(Lake Ariel,
Pennsylvania, U.S.)
Director Former President and Chief Executive Officer of VaxInnate
(pandemic and influenza vaccine company) and Former President and Chief Executive Officer of Sanofi Pasteur
(pediatric and adult vaccine manufacturing company)
October 17, 2011 77,282
Shermaine Tilley(2)(4)
(Toronto, Ontario,
Canada)
Director Managing Partner of CTI Life Sciences Fund
(venture capital fund)
June 8, 2016 -
Markus Warmuth(4)
(Boston,
Massachussetts, U.S.)
Director Entrepreneur-in-residence at Third Rock Ventures (healthcare venture firm)
President and Chief Executive Officer of H3 Biomedicine, Inc. (biopharmaceutical company)
November 6, 2018 -

 

(1)      Mr. Sheldon is a non-voting member of the Compensation Committee, the Governance Committee and the Audit Committee.
(2)      Member of the Compensation Committee.
(3)      Member of the Audit Committee.
(4)      Member of the Governance Committee.
(5)      The information as to the number of Shares beneficially owned or over which control is exercised, not being within the knowledge of the Corporation, has been furnished by each director individually as of May 25, 2020.
(6)      Includes 16,562 Shares beneficially owned by Nicole Bechtold.

As at May 25, 2020, as a group, the Corporation’s directors and executive officers beneficially owned, directly or indirectly, or exercised control over an aggregate of 412,570 Shares of the Corporation representing 0.67% of the outstanding Shares.

Biographies

Andrew (Andy) Sheldon, Chairman of the Board and Director

Mr. Sheldon has thirty years of experience in the pharmaceutical industry and was named CEO of the Year by the Vaccine Industry Excellence awards at the World Vaccine Congress in April 2012. He is the chairman of Québec





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International and was formerly President and Chief Executive Officer of Medicago Inc. Mr. Sheldon has served on numerous boards of both private and public organisations. Amongst these are Medicago Inc., Feldan Inc., and Biotech Canada where he was one of the founding members of the vaccine committee. Before joining Medicago Inc. in 2003, Mr. Sheldon served as Vice President, Sales and Marketing, of Shire Biologics, where he negotiated and signed Canada’s first pandemic pan and as General Manager of Rhône Merieux Canada. Mr. Sheldon has a Bachelors degree in agricultural sciences from the Université Laval, Québec City, and a bachelor’s of science degree with honors in biological sciences from the University of East Anglia, in Norwich, England.

Julia P. Gregory, Director

Ms. Gregory is a seasoned biotechnology executive with a proven track record for successfully growing, capitalizing and repositioning private and public biotechnology companies. She is well-versed in corporate governance and SEC issues and has extensive experience in recruiting outstanding management teams. As a biotechnology executive, she has raised more than $1.5 billion for biotechnology companies across all types of business cycles and structured creative strategic alliances and transactions for them with pharmaceutical companies including GlaxoSmithKline, Bristol-Myers Squibb Company, Takeda Pharmaceutical Company, Ltd., Genentech, Inc. (now Roche) and Human Genome Sciences (now GSK). Most recently, she was CEO and Board member of ContraFect (Nasdaq: CFRX), which focused on new biologics as an alternative to antibiotics. Prior to ContraFect, she was CEO and Board member of FivePrime Therapeutics (Nasdaq: FXRX), which discovered and developed innovative protein and antibody therapeutics in the fields of oncology and immunology. She was the EVP Corporate Development and Chief Financial Officer of Lexicon Pharmaceuticals, Inc. (Nasdaq: LXRX) during its $220 million initial public offering and was involved in the creation of Lexicon’s $500 million private equity investment plan. In addition to her deep experience in the biopharmaceutical industry, Ms. Gregory has twenty years of investment banking experience, starting at Dillon, Read & Co., Inc. and subsequently at Punk, Ziegel & Company, where she served as the head of investment banking and head of its life sciences practice. Ms. Gregory has also served on the Board of Directors at The Global TB Alliance for Drug Development, Clinipace Worldwide, and the Institute for the Study of Aging, a private foundation for Alzheimers. She was formerly the Executive Chair of Cavion, Inc.(sold to Jazz Pharmaceuticals), Director of the Sosei Group Corporation and currently is a Director at Iconic Therapeutics, Kuur Therapeutics (formerly Cell Medica, Ltd), Freeline Therapeutics Ltd, Nurix Therapeutics, Inc and Biohaven Pharmaceutical Holding Company Ltd. (NYSE: BHVN). Ms. Gregory attained a Masters of Business Administration from The Wharton School of The University of Pennsylvania and her B.A. in International Affairs from George Washington University’s Elliott School of International Affairs where she was elected to Phi Beta Kappa.

James W. Hall, Director

Mr. Hall is an experienced, knowledgeable and versatile entrepreneur, business operator, corporate investor, director and advisor with expertise in finance (accounting/restructurings/special investigations), private equity, banking and media. He is currently President of James Hall Advisors Inc. - financial and management consultants - and was formerly Senior Vice President of Callidus Capital Corporation (a stressed-company asset-based lender operating in Canada and the United States). Prior to Callidus, he served as Chairman and CEO of Journal Register Company (Philadelphia-based newspaper company), and was Senior Vice President and Chief Investment Officer of Working Ventures Canadian Fund Inc. from 1990 to 2002. Past corporate directorships include Indigo Books & Music Inc., Atomic Energy of Canada Limited, TerraVest Income Fund, General Donlee Income Fund and International Datacasting Corporation. A Chartered Professional Accountant, Mr. Hall is a graduate of the Richard Ivey School of Business at Western University in London, Ontario.

Frederic Ors, Chief Executive Officer and Director

Mr. Ors has served as our Chief Executive Officer since April 2016. He brings over 19 years of experience in the biopharmaceutical industry, having served in a number of management roles encompassing business development, intellectual property, strategic planning, pre-marketing and communication. Before joining IMV, Mr. Ors spent 14 years at Medicago Inc. serving in many roles of increasing responsibility and most recently as Vice President of Business development and Strategic Planning. He also has served as second Vice-Chair of the Vaccine Industry Committee of Biotech Canada for five years between 2012 and 2016. Prior to Medicago Inc., he was licensing manager at the University Paris VII-Denis Diderot, one of the largest science and medical university in France. He has a B.Sc. degree in Biology and a master’s degree in Management from the University of Angers (France).





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Wayne Pisano, Director

Mr. Pisano has more than 30 years of experience as a pharmaceutical industry executive. He has a depth of experience across the spectrum of commercial operations, public immunization policies and pipeline development. Mr. Pisano is a former president and CEO of Sanofi Pasteur, one of the largest vaccine companies in the world. He joined Sanofi Pasteur in 1997 and was promoted to President and CEO in 2007, the position he successfully held until his retirement in 2011. Post his retirement from Sanofi Pasteur, Mr. Pisano joined VaxInnate, a privately held biotech company, from January 2012 until November 2016 serving as president and CEO. Prior to joining Sanofi Pasteur, he spent 11 years with Novartis (formerly Sandoz). He has a bachelor’s degree in biology from St. John Fisher College, New York and an MBA from the University of Dayton, Ohio. He has served as a Board director for AERAS a non-profit organization with a focus on TB vaccine development and is currently a board member of Oncolytics Biotech Inc, Provention Bio Inc. and Altimmune Inc.

Dr. Shermaine Tilley, Director

Dr. Tilley is a Managing Partner at CTI Life Sciences Fund, a Montreal-based venture capital fund investing across Canada as well as in the U.S. Prior to joining CTI Life Sciences Fund in 2006, Dr. Tilley was Senior VP at DRI Capital Inc. (formerly Drug Royalty Corporation), the world’s first private equity firm doing royalty transactions in the biotech/pharma space. Before DRI Capital Inc., Dr. Tilley ran and managed a research laboratory, holding faculty positions at the NYU School of Medicine and Public Health Research Institute (“PHRI”), NY, and on the PHRI Board of Directors. Concomitantly with her tenure at NYU School of Medicine and PHRI, she consulted for the NIH Small Business Innovation Research (“SBIR”) program in immunology and infectious disease for 10 years. Dr. Tilley holds a Ph.D. in biochemistry from the Johns Hopkins University School of Medicine, an MBA from the University of Toronto, and is a member of the CFA Society of Toronto. She currently sits on the boards of CellAegis Devices, Phemi and BIOTECanada.

Dr. Markus Warmuth, Director

As a long-time advocate for industry collaboration and data-driven drug discovery, Dr. Warmuth brings over 20 years of immuno-oncology and precision medicine drug development expertise to IMV. He currently serves as an Entrepreneur in Residence at Third Rock Ventures, where he plays an integral role in the venture capital firm’s formation of new anti-cancer biotech companies. Prior to his role at Third Rock, Dr. Warmuth spent seven years as the Chief Executive Officer of H3 Biomedicine, a biopharmaceutical company that specializes in the discovery and development of genomics-based precision oncology treatments. Dr. Warmuth has also previously served in multiple roles at the Novartis Institute for Biomedical Research (NIBR) and the Genomics Institute of the Novartis Research Foundation (GNF), including as the Director of Kinase Biology, Head of Oncology Pharmacology. He earned his MD from Ludwig Maximilian University in Munich, Germany.

Shareholding, Cease Trade Orders, Bankruptcies, Penalties or Sanctions

To the knowledge of the Corporation, none of the proposed directors of the Corporation is, as of the date hereof, or within 10 years before the date hereof, has been:

  (a)     

a director, chief executive officer or chief financial officer of any company (including the Corporation) that:

   

 
  (i)     

was subject to an order that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or

   

 
  (ii)     

was subject to an order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer;





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  (b)     

a director or executive officer of any company (including the Corporation) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

   

 
  (c)     

has become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromises with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

For the purposes of (a) above, “order” means a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, in each case that was in effect for a period of more than 30 consecutive days.

To the knowledge of the Corporation, none of the proposed directors of the Corporation has been subject to:

  (d)     

any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

   

 

  (e)     

any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Appointment of Auditor

At the Meeting, the Shareholders will be asked to approve a resolution to appoint the auditor of the Corporation until the close of the next annual meeting of the Shareholders. The Board, upon the advice of the Audit Committee, recommends that PricewaterhouseCoopers LLP, chartered professional accountants of Halifax, Nova Scotia, be appointed as auditor of the Corporation. The appointment of PricewaterhouseCoopers LLP must be approved by a majority of the votes cast on the matter at the Meeting. PricewaterhouseCoopers LLP were first appointed auditor of the Corporation in 2003.

Unless authority to vote is withheld, the persons named in the accompanying form of proxy intend to vote IN FAVOUR of retaining PricewaterhouseCoopers LLP, chartered professional accountants of Halifax, Nova Scotia, as auditor of the Corporation to hold office until the next annual meeting of the Shareholders and to authorize the directors of the Corporation to determine the auditor’s remuneration.

Amendments to the DSU Plan

On May 25, 2020, the Board approved, subject to Shareholder approval, amendments (the “Amendments”) to the Corporation’s deferred share unit plan (the “DSU Plan”). The summary of the material provisions of the DSU Plan on page 30 of this Circular includes the proposed Amendments, certain of which are put forward for approval and have been conditionally approved by the Toronto Stock Exchange (“TSX”). The full text of the DSU Plan, as amended, can be found on the Corporation’s website at www.imv-inc.com.

The Amendments include: (i) the increase of the number of Shares reserved for issuance under the DSU Plan by 500,000, so that the maximum number of Shares reserved for issuance is now 968,750 which represents 1.58% of the total issued and outstanding Shares as of May 25, 2020; (ii) the removal of the Board’s ability to make any discretionary grants under the Plan; (iii) clarifications to the definition of “Participant” under the DSU Plan; and (iv) consequential amendments to clarify the intent and practice of the Corporation with regards to the administration of the Plan.

At the Meeting, the Shareholders will be asked to consider and, if deemed appropriate, pass a resolution approving the Amendment described in item (i) above, in the form annexed hereto as Schedule “A” (the “DSU Plan





13

Resolution”). Pursuant to the requirements of the TSX, the DSU Plan Resolution requires the approval of a majority of the votes cast by the Shareholders at the Meeting. The Amendments described in items (ii) through (iv) above do not require approval of the Shareholders as the current amendment provisions of the DSU Plan allow for amendments respecting the administration of the DSU Plan and amendments of a “housekeeping” nature for the purpose of curing ambiguities in the DSU Plan, without shareholders’ approval.

The Board has concluded that the Amendments are in the best interest of the Corporation and its Shareholders. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the DSU Plan Resolution.

Unless instructed otherwise, the persons named in the accompanying form of proxy intend to vote IN FAVOUR of the DSU Plan Resolution. The DSU Plan Resolution must be adopted by a majority of votes cast by the Shareholders present or represented by proxy and entitled to vote at the Meeting.

DIRECTOR COMPENSATION

Retainer and Share-Based Remuneration

In November 2019, the Compensation Committee mandated Aon Consulting, Inc., through its subdivision Radford (“Radford”), to assist the Compensation Committee in reviewing the Directors’ total compensation.

The review performed by Radford used data sourced from the most recent public proxy filings of the peer group of companied listed under the heading “Benchmarking”.

Radford reviewed detailed competitive assessment with regard to the following:

Radford’s findings included the following:

  (a)     

IMV’s average total direct compensation (all retainers and equity compensation) aligns with the market 25th percentile

  (b)     

IMV’s average annual cash compensation leads the market 75th percentile

  (c)     

IMV’s average annual equity compensation is positioned below the market 25th percentile.

The Compensation and Corporate Governance Committee reviewed the findings of Radford’s study and decided not to adjust the compensation of the Board at this time.

Components of Director Compensation

Non-Executive Directors are entitled to receive an annual Board retainer, and fees for chairing the Board, a Committee of the Board or being a member of a Committee (collectively, the “Fees”). Fees were paid to Non-Executive Directors during the year ended December 31, 2019 on the following basis:

  Fees (US$)
Chairman of the Board: $150,000
All other Directors: $87,500
Chair of Audit Committee: $15,000
Other Committee Chairs: $12,500
Audit Committee Member: $7,500

 





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Committee Member: $6,250

Further to the implementation of the deferred share unit plan (the “DSU Plan”) in 2016, Non-Executive Directors are required to elect to receive at least 50% of their base retainer Fees in the form of deferred share units (“DSUs”) with the balance of their Fees to be paid in cash.

Director Compensation Table

Annual retainers and share-based awards were earned by the members of the Board who are not employees or officers of the Corporation on the following basis during the year ended December 31, 2019. Dr. Shermaine Tilley has elected not to receive compensation as a result of the policies of CTI Life Sciences Fund and this explains her absence from the tables related to Director’s compensation.

Name Fees
Earned
$
Option-based Awards(1)
$
Share-based
Awards(2)(3)
$
All other Compensation
$
Total
$
Julia P. Gregory 67,200 - 66,700 - 133,900
James W. Hall - - 135,000 - 135,000
Wayne Pisano 71,300 - 71,000 - 142,300
Albert Scardino - - 123,400 - 123,400
Andrew Sheldon 100,000 - 99,000   199,000
Shermaine Tilley - - -   -
Markus Warmuth 62,200 - 62,000 - 124,200

 

(1) DSU awards replaced the grant of stock options for non-executive directors as of December 21, 2016.
(2)      DSUs vest immediately on the date of their grant.
(3)      The fair value of the DSUs awarded is obtained by multiplying the number of DSUs awarded by the volume weighted average trading price of the Shares on the principal stock exchange on which the Shares are trading for the five trading days immediately preceding the day on which the stock option is exercised (the “VWAP”) for the five trading days immediately preceding the award date.

Outstanding Share-Based Awards and Option-Based Awards

The following table presents details of all outstanding option-based awards and share-based awards to the Board as at December 31, 2019.

  Option-based Awards Share-based Awards
Name Number of
Securities
underlying
unexercised
options
(#)(1)
Option
exercise price
($)
Option expiration
date
Value of
unexercised in-
the-money
options
($)(2)
Number of
shares or units
of shares that
have not vested
(#)
Market or
payout value of
share-based
awards that have
not vested
($)
Market or payout
value of vested
share-based awards
not paid out or
distributed
($)
Julia P. Gregory - - - - N/A N/A 119,000
James W. Hall - - - - N/A N/A 318,000
Wayne Pisano 15,625 2.112 2-Feb-20 25,906 N/A N/A 231,000
Albert Scardino - - - - N/A N/A 397,000
Andrew Sheldon - - - - N/A N/A 442,000
Markus Warmuth - - - - N/A N/A 106,000

 

(1)      On May 2, 2018, the Corporation filed articles of amendment to give effect to a consolidation of its Shares on the basis of 1 post-consolidation Share for each 3.2 pre-consolidation Shares. Historical information with regards to issuance of Options has been amended to reflect the 3.2 to 1 consolidation. Fractions have been rounded up or down to the nearest whole number and prices have been rounded up or down to the nearest tenth of a cent.
(2)      The value of the unexercised in-the-money options at financial year-end is the difference between the closing price of the Shares on December 31, 2019 ($3.77) on the TSX and the respective exercise prices of the options. All options were fully vested as at December 31, 2019.




15

Incentive Plan Awards - Value Vested or Earned during the year ended December 31, 2019

The table below presents the value vested during the year ended December 31, 2019 of all awards to the Directors of the Corporation and the value earned during the year ended December 31, 2019 for awards to the Directors of the Corporation under non-equity incentive plans.

Name Option-Based Awards - Value
Vested During 2019
($)
Share-Based Awards - Value
Vested During 2019
($)
Non-equity Incentive Plan
Compensation - Value Earned
during 2019
Julia P. Gregory - 66,700 -
James W. Hall - 135,100 -
Wayne Pisano - 71,000 -
Albert Scardino - 124,000 -
Andrew Sheldon - 99,000 -
Shermaine Tilley - - -
Markus Warmuth - 62,000 -

Options Exercised during the Year

The table below presents the options exercised by Directors during the year ended December 31, 2019.

Name Number of options
exercised(1)
Option Exercise
Price
($)(1)
Market Value
Upon Exercise
($)
Wayne Pisano 15,625 2.368 7.17
James W. Hall 15,625 2.112 6.96

COMPENSATION DISCUSSION AND ANALYSIS

Compensation philosophy

The Corporation’s executive compensation program is based on the philosophy that in order to enhance long-term shareholder value, a strong and motivated leadership team must exist whose interests are aligned with the Corporation’s strategic goals.

To build and retain a high performing leadership team, the Corporation needs to be competitive with other comparable clinical-stage biotechnology companies. To enable the Corporation to attract and retain talent, compensation must balance fixed and variable components including strong base salaries along with both long- and short-term incentives that are tied to objective performance goals. The intent is to reward executives for demonstrated leadership and the achievement of strategic goals. By having these components of compensation in place, the executive leaders will focus on attaining the corporate performance goals, thereby creating success for the Corporation and creating value for our Shareholders.

Members of Compensation Committee

The members of the Compensation Committee are currently Dr. Shermaine Tilley (Chair), and Ms. Julia P. Gregory and Mr. Andrew Sheldon attends the meetings of the Compensation Committee as a non-voting member. Dr. Tilley and Ms. Gregory are all independent.





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The education and related experience (as applicable) of each current Compensation Committee member is described below:

Shermaine Tilley - Dr. Tilley is and has been a director for multiple public and private companies. She holds a Ph.D. in biochemistry from the Johns Hopkins University School of Medicine, an MBA from the University of Toronto, and is a member of the CFA Society of Toronto.

Julia P. Gregory - Julia P. Gregory is a seasoned biotechnology executive with a proven track record for successfully growing, capitalizing and repositioning private and public biotechnology companies. She attained a Masters of Business Administration from The Wharton School of The University of Pennsylvania and her B.A. in International Affairs from George Washington University’s Elliott School of International Affairs where she was elected to Phi Beta Kappa.

Role of Compensation Committee

The Compensation Committee has been assigned the responsibility of reviewing the remuneration package for the Chief Executive Officer, the Chief Financial Officer, and other senior executives and to recommend changes, if any, to the Board. In making its recommendations, the Compensation Committee considers each individual’s performance and remuneration and incentives paid to senior executives of comparable companies. The Compensation Committee also seeks the views of the members of the senior executive team, when reviewing compensation for other executive officers. It is also the responsibility of the Compensation Committee to review any proposals concerning the Corporation’s incentive stock option plan and deferred share unit plan, including grant proposals for approval by the Board.

The Compensation Committee evaluates all executive compensation policies and programs with a view to confirming that the policies and programs do not drive behaviors that would result in inappropriate or excessive risk taking, and that the Corporation’s compensation policies and practices do not result in identified risks that are likely to have a material effect on the Corporation. This evaluation process which focuses on five areas: 1) strategic / operational risk; 2) compliance risk; 3) reputational risk; 4) talent risk; and 5) financial / economic risk. Risks are assessed and considered on both an individual element basis and in totality.

The Corporation’s remuneration package is designed to attract, retain and reward highly qualified individuals and motivate them to achieve performance objectives aligned with the Corporation’s vision and strategic direction and consistent with Shareholders value creation. The Corporation’s goal is to provide market competitive remuneration consistent with responsibility level, experience and performance. In addition, the Compensation Committee also takes into consideration the current financial position of the Corporation, the corporate objectives and evaluation of how these objectives were or were not met, and individual performance when determining annual compensation levels.

Benchmarking

In 2019, the Compensation Committee retained the services of Radford to perform a benchmark analysis with respect to the Corporation’s executive compensation program.

Radford is hired directly by the Compensation Committee and does not receive other mandates from the Corporation unless said Committee gives its prior consent.

In 2018, the Compensation Committee had retained the services of PCI-Perrault Consulting Inc. to assist the Committee in reviewing the Directors’ total compensation.

The following table presents the fees paid by the Corporation to Radford and PCI for services related to compensation of senior management and executives:

  2019 2018

 





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Radford    

Executive compensation-related fees

US$47,850(1) N/A

Other fees

N/A N/A
PCI    

Executive compensation-related fees

N/A $54,471

Other fees

N/A N/A

 

(1)     

Includes fees for the identification of a peer group of companies as well as executives and directors’ compensation advisory services.

Named Executive Officers - Compensation Comparator Group

In order to perform its analysis, Radford assessed IMV’s executive compensation against the following named peer companies (“Peer Group”) approved by the Compensation Committee.

      30 Days average
Company Stage of Development Therapeutic focus Market Cap
      in ($ M)(1)
Agenus Phase 2 (Market Collaboration) Immuno-Oncology $517.5
Aldeyra Therapeutics Phase 3 Immunotherapy $152.8
Calithera Biosciences Phase 2 Immuno-Oncology $362.2
Cellular Biomedicine Group Phase 2b Immuno-Oncology/Cell Therapy $326.8
CEL-SCI Phase 3 Immuno-Oncology $522.1
CytomX Therapeutics Phase 1/2 Immuno-Oncology $337.2
Evelo Biosciences Phase 2a Immunotherapy $179.2
Exicure Phase 2 Immuno-Oncology $209.4
Five Prime Therapeutics Phase 1b (Phase 3 Collaboration) Oncology $179.0
Forty Seven Phase 2 Immuno-Oncology $2,042.9
Gritstone Oncology Phase 1/2 Immuno-Oncology $342.0
ImmunoGen Phase 3 Immuno-Oncology $877.6
Jounce Therapeutics Phase 2 Immuno-Oncology $207.5
KalVista Pharmaceuticals Phase 2 Orphan $282.0
Marker Therapeutics Phase 2 Immuno-Oncology $128.9
resTORbio Phase 1b/2a (Setback) Immunotherapy $50.9
Syndax Pharmaceuticals Phase 3 Immuno-Oncology $264.2
Syros Pharmaceuticals Phase 2 Gene Therapy - Diverse $314.6

 

(1)     

As of February 21, 2020

In addition to the proxy data, Radford gathered competitive market data from the Radford Global Life Sciences Survey:





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Radford’s findings included the following:

The Compensation Committee reviewed the findings of Radford’s study and decided not to adjust the compensation of the Named Executives at this time.

Named Executive Officers

Applicable securities regulations require that the Corporation give details of the compensation paid to the Corporation’s “Named Executive Officers” who are defined as follows:

  (f)     

the Chief Executive Officer of the Corporation;

   

 
  (g)     

the Chief Financial Officer of the Corporation;

   

 
  (h)     

each of the three most highly compensated executive officers of the Corporation, or the three mostly highly compensated individuals acting in a similar capacity, other than the Chief Executive Officer and Chief Financial Officer, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000 for that financial year; and

   

 
  (i)     

each individual who would be a named executive officer under paragraph (c) but for the fact that the individual was neither an executive officer of the Corporation, nor acting in a similar capacity, at the end of that financial year.

Based on the above criteria, the Corporation has determined the Named Executive Officers to be the Chief Executive Officer, the Chief Financial Officer, the current Chief Medical Officer, the Former Chief Medical Officer and the Senior Vice President, Business Development.





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Components of Executive Compensation

The Corporation’s executive compensation philosophy is supported by the following four elements of our executive compensation program for the Named Executive Officers:

Fixed components:

1.     

Base salary

2.     

Employee benefits program and other perquisites.

Variable components:

3.     

Short-term incentive opportunity

4.     

Long-term incentive and retention program.

Each component of the executive compensation program is defined and discussed below.

Base salary

A competitive base salary serves to attract and retain strong leadership. The base salary for an executive is determined through the evaluation of the responsibilities of the position, the executive’s relevant experience, past and current performance, as well as through evaluation of market compensation levels for the role. Individual salaries are adjusted annually based on the individual’s competencies and through evaluation of the Corporation’s results.

Employee benefits program and other perquisites

The Corporation’s employee benefits program includes health, dental, vision, life and disability components and is designed to provide a level of protection to all employees, including executive officers, and their families in the event of death, illness, or disability.

In terms of perquisites, the Corporation’s RRSP matching program is open to all employees, including executives, and allows for Corporation matching of up to 5% of the employee’s base salary per year. The Corporation also sponsors up to 50% of the cost of fitness memberships for all employees to a maximum of $300.

Short-term incentive opportunity

The Corporation believes that long-term growth of value for Shareholders is derived from the execution of short and long-term approved strategic initiatives.

The annual incentive program for the Named Executive Officers is based on their performance as a team against corporate objectives approved by the Board. Bonuses are paid in full following awards approved by the Board, at its full discretion, based on recommendation of the Committee. The target for annual incentive compensation for Named Executives has been established as a percentage of their respective base salary as shown in the table, the Board retains full discretion in assessing such achievement and may approve an award in excess of such target. In addition, the Board may also factor in individual achievement, if warranted.

The annual incentive is calculated as a percentage of the salary as shown in the following table:

Named Executive Officers Maximum annual incentive in percentage of the salary Corporate objectives
Frederic Ors 50% 100%
Pierre Labbé 35% 100%
Gabriela Rosu(1) 35% 100%
Joe Sullivan 30% 100%

 

(1)     

Dr. Joanne Schindler succeeded Dr. Gabriela Rosu as Chief Medical Officer effective November 4, 2019. No objectives were set for Dr. Schindler for the year ended December 31, 2019.





20

As part of its duties and responsibilities and in conjunction with year-end assessments, the Compensation Committee will review the realization of the Corporation’s objectives and meet with management to discuss and consider each element contained in the corporate objectives. The Compensation Committee also meets in private to discuss this matter.





21

The Corporation’s 2019 annual key objectives (the “2019 Key Objectives”) were grouped under four general goals including (i) Financial, (ii) Scientific/Clinical, (iii) Business Development/Partnering, and (iv) Human Resources. The following specific objectives were underlying 2019 Key Objectives:

    Objectives   Attainment  
Financial 1. Have cash for 18 months at year-end 25% 58.33% 14.58%
           
   2. Obtain at least two new US institutional analyst coverage in 2019 5% 150% 7.5%
           
    TOTAL 30%   22.08%
Scientific / 1. Obtain at least one registration trial approved by the FDA before the end of 2019 15% 0% 0%
Clinical          
  2. Ovarian monotherapy - Obtain topline data before the end of 2019 15% 90% 13.50%
           
  3. Not disclosed for competitive reasons 5% 100% 5%
           
  4. Obtain preliminary data in at least 2 indications in the basket trial in 2019 5% 100% 5%
           
  5. DLBCL trial - Complete enrollment and present interim data at a conference in 2019 5% 80% 4%
           
    TOTAL 45%   27.5%
Business 1. Not disclosed for competitive reason 5% 100% 5%
Development/Partnering          
  2. Not disclosed for competitive reasons 5% 100% 5%
           
  3. Not disclosed for competitive reasons 10% 0% 0%
           
    TOTAL 20%   10%
Human 1. Update and review the corporate policies to be ready for market 1.25% 100% 1.25%
Resources          
  2. Develop a retention plan for key employees 2.5% 100% 2.5%
           
   3. Conduct a comprehensive review of relative compensation for every position to ensure equal pay for equal work 1.25% 100% 1.25%
           
    TOTAL 5%   5%
GRAND TOTAL 64.6%
INCREASE BASED ON THE HIRING OF A NEW CMO 5.4%
ATTAINMENT FOR BONUS CALCULATION 70%
(1)     

Given the overall performance of the Corporation in 2019, the Board approved that the objectives be deemed achieved at the 70% level given that the sum of the parts was better than a “piece by piece” evaluation of the achievement of the objectives for 2019.

The Compensation Committee then reviewed the Annual Incentive Award recommendation prepared by the Chief Executive Officer for all Named Executive Officers (except for himself) that is based on the proportional attainment of the Corporate Objectives. The Compensation Committee also assessed the Chief Executive Officer’s performance for 2019 and, further to such review the Compensation Committee, provided a recommendation to the Board. The Board reviewed and discussed the recommendation of the Compensation Committee for the Named Executive Officers and for the Chief Executive Officer and approved the following payment of the Annual Incentive Award to the Named Executive Officers and the Chief Executive Officer:





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Named Executive Officers Annual incentive approved as a
percentage of Base
Salary
Attainment of the
Corporate Objectives
(%)
Total
($)
Frederic Ors 50% 70% 175,000
Pierre Labbé 35% 70% 89,400
Gabriela Rosu 35% 70% 64,800
Joe Sullivan 30% 70% 63,600(1)

 

(2)     

Mr. Sullivan’s compensation is paid in US dollars and converted for disclosure purposes based on the Bank of Canada exchange rate on December 31, 2019, being US$1.00 = C$1.2988.

Long-term incentive and retention program

Stock option grants are part of the long-term incentive and retention program and serve to motivate and encourage executives and employees to deliver performance that increases the value of the Corporation through growth of the share price over the long term. All stock option grants are approved by the Board through its Compensation Committee. The process for issuing stock option grants is in line with the short-term incentive program described above. Previous grants of stock options are taken into account when considering new grants. The Stock Option Plan provides for the issuance of options to the Corporation’s Directors and employees (and for the purposes of the Stock Option Plan, an “employee” includes a person who provides services to the Corporation). See “Securities Authorized for Issuance Under Equity Compensation Plans” on page 27 of this Circular for a summary of the material provisions of the Stock Option Plan.

Named Executive Officers or Directors are not permitted to purchase financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the Named Executive Officer or Director.

Option-based awards

Option-based awards are granted in accordance with the terms set out in the above section “Long-term incentive and retention program”.





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PERFORMANCE GRAPH

The following graph compares the total cumulative shareholder return for $100 invested in the Corporation’s Common Shares on December 31, 2015 with the cumulative total return of the Toronto Stock Exchange’s S&P/TSX Capped Health Care Index (including the reinvestment of dividends) for the five most current completed financial years.


  2014 2015 2016 2017 2018 2019
IMV $100.00 $105.71 $97.14 $335.71 $306.70 $168.30
S&P/TSX Capped Healthcare Index $100.00 $122.54 $68.09 $93.76 $82.85 $73.61

Executive officers’ compensation is not based primarily on the performance of the Shares and, as such, executive officers’ compensation may not be directly correlated to the performance of the Corporation’s Shares. In addition to market performance, Named Executive Officers’ compensation is based on a number of non-market driven factors.

Although one of the main focuses of the Corporation is to create shareholder value, and the Corporation believes such value has been reflected by an increase in share price in the last few years, share price performance alone cannot be taken into account to draw appropriate conclusions with respect to the executive officers’ compensation. Nonetheless, a portion of the Named Executive Officers’ aggregate compensation, as shown on the Summary Compensation Table, is composed of stock options. Accordingly, long-term compensation for the Named Executive Officers is dependent on the trading prices for the Shares. Therefore, the actual level of these individuals’ compensation is linked, to a certain degree, to the performance of the Shares.





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SUMMARY COMPENSATION TABLE

The following table provides a summary of compensation earned during the three most recently completed financial years ended December 31, 2019, 2018 and 2017, by the Named Executive Officers:

        Non-equity incentive
plan compensation
($)
   
Name and principal position Financial
Period
Ended
Salary
($)
Option
based
awards
($)(1) (3)
Annual
incentive
plans
Long-
term
incentive
plans
All other
compensation
($) (4)
Total
compensation
($)
Frederic Ors Dec 31, 2017 315,000 94,000 157,500   13,728 580,228
Chief Executive Officer Dec 31, 2018 450,000 689,063 180,000 Nil 16,830 1,335,893
  Dec 31, 2019 500,000 350,625 175,000   12,638 1,038,263
Pierre Labbé Dec 31, 2017 245,385 212,000 87,600   - 544,985
Chief Financial Officer Dec 31, 2018 320,000 459,375 89,600 Nil 13,894 882,869
  Dec 31, 2019 365,000 233,750 89,400   14,690 702,840
Joanne Schindler(2)(5) Dec 31, 2017 - - -   - -
Chief Medical Officer Dec 31, 2018 - - - Nil - -
  Dec 31, 2019 69,935 203,000 -   1,703 274,638
Gabriela Rosu(2) Dec 31, 2017 270,300 - 81,100   - 351,400
Former Chief Medical Dec 31, 2018 300,000 287,109 84,000 Nil - 671,109
Officer Dec 31, 2019 294,808 116,875 64,800   81,597(6) 558,080
Joe Sullivan(5) Dec 31, 2017 - - -   - -
Senior Vice President, Dec 31, 2018 339,788 306,406 83,982 Nil 13,766 743,943
Business Development Dec 31, 2019 363,664 40,392 63,641   32,151 499,878

 

(1)     

Options may be exercised as follows: 1/3 each six-month period following their grant; or 1/3 immediately and 1/3 one year following their grant and final 1/3 two years following their grant; or all immediately.

(2)     

Dr. Joanne Schindler succeeded Dr. Gabriela Rosu as Chief Medical Officer effective November 4, 2019.

(3)     

The fair value of the stock options granted annually is obtained by multiplying the number of options granted by their value established according to the Black- Scholes model. This value is the same as the fair book value established in accordance with International Financial Reporting Standards and accounting for the following assumptions:

    $3.74 $2.03
  Risk-free rate: 2% 2%
  Dividend yield 0 0
  Closing Price at Grant Date: $7.39 $3.95
  Volatility: 64% 66%
  Expected lifetime: 4.16 4.16
  Fair value per option: $3.74 $2.03
(4)     

Included in all other compensation is the Corporation’s RRSP matching program and other taxable benefits.

(5)     

Compensation for Dr. Schindler and Mr. Sullivan is paid in US dollars and converted for disclosure purposes based on the Bank of Canada exchange rate on December 31, 2019, being US$1.00 = C$1.2988.

(6)     

Includes severance payments pursuant to the terms of Dr. Rosu’s employment agreement.

Mr. Ors has a written employment agreement pursuant to which he is entitled to receive an annual salary of $510,000 effective January 1, 202, as compensation for his services as Chief Executive Officer of the Corporation. Mr. Ors is also eligible to participate in any short-term incentive compensation plan. The agreement will continue for an indefinite period, except if terminated in the circumstances described under “Termination and Change of Control Benefits” below. Mr. Ors’ employment agreement also provides for, among other things, non-compete and non-solicitation covenants in favour of the Corporation during the term of his employment and during the 12-month period following the date his employment is terminated.

Mr. Labbé has a written employment agreement pursuant to which he is entitled to receive an annual salary of $372,300 effective January 1, 2020, as compensation for his services as Chief Financial Officer of the Corporation. Mr. Labbé is also eligible to participate in any short-term incentive compensation plan. The agreement will continue for an indefinite period, except if terminated in the circumstances described under “Termination and Change of Control Benefits” below. Mr. Labbé’s employment agreement also provides for, among other things, non-compete and non-solicitation covenants in favour of the Corporation during the term of his employment and during the 12-month period following the date his employment is terminated.





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Dr. Schindler has a written employment agreement pursuant to which she is entitled to receive an annual salary of US$400,000, effective November 4, 2019 as compensation for her services as Chief Medical Officer of the Corporation. Dr. Schindler is also eligible to participate in any short-term incentive compensation plan. The agreement will continue for an indefinite period, except if terminated in the circumstances described under “Termination and Change of Control Benefits” below. Dr. Schindler’s employment agreement also provides for, among other things, non-compete and non-solicitation covenants in favour of the Corporation during the term of her employment and during the 12-month period following the date her employment is terminated.

Mr. Sullivan has a written employment agreement pursuant to which he is entitled to receive an annual salary of US$285,600 effective January 1, 202, as compensation for his services as Senior Vice-President of Business Development of the Corporation. Mr. Sullivan is also eligible to participate in any short-term incentive compensation plan. The agreement will continue for an indefinite period, except if terminated in the circumstances described under “Termination and Change of Control Benefits” below. Mr. Sullivan’s employment agreement also provides for, among other things, non-compete and non-solicitation covenants in favour of the Corporation during the term of his employment and during the 12-month period following the date his employment is terminated.

INCENTIVE PLAN AWARDS

Outstanding Equity Awards

A summary of all outstanding option-based and share-based awards as at December 31, 2019 for the Named Executive Officers is included in the following table.

  Option-based Awards
Name Number of
Securities
underlying
unexercised options
(#)
Option exercise
price ($)
Option expiration
date
Value of unexercised
in-the-money
options(1)
($)
Frederic Ors
Chief Executive Officer
78,125 2.816 4/27/2020 74,531
109,375 2.368 1/21/2021 153,344
125,000 1.984 8/29/2021 223,250
62,500 2.400 1/19/2022 85,625
187,500 6.400 3/21/2023 -
93,750 7.390 1/15/2024 -
Pierre Labbé
Chief Financial Officer
125,000 2.400 1/31/2022 171,250
125,000 6.400 3/21/2023 -
62,500 7.390 1/15/2024 -
Joanne Schindler
Chief Medical Officer
100,000 3.950 11/7/2024 -
Joe Sullivan
Senior Vice President, Business Development
78,125 7.040 1/22/2023 -
10,800 7.390 1/15/2024 -

 

(1)     

The value of unexercised in-the-money options at financial year end is the difference between the closing price of the common shares on December 31, 2019 ($3.77) on the TSX and the respective exercise prices of the options. The value shown in this table does not represent the actual value that a Named Executive Officer would have received of the options had been exercised as at December 31, 2019 since some of these options were not fully vested as of that date and, therefore, were not exercisable.





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Value vested or earned during the year of incentive plan awards

The table below presents the value vested during the year ended December 31, 2019 of all awards to the Named Executive Officers.

Name Option-Based Awards -
Value vested during the
year
$
Share-Based Awards -
Value vested during the
year
$
Non-equity Incentive Plan
Compensation - Value Earned
during the year
$
Frederic Ors
Chief Executive Officer
440,868 N/A -
Pierre Labbé
Chief Financial Officer
293,911 N/A -
Joanne Schindler(1)
Chief Medical Officer
36,093 N/A -
Gabriela Rosu(1)
Former Chief Medical Officer
(38,851) N/A -
Joe Sullivan
Senior Vice President, Business Development
113,910 N/A -

 

(1)     

Dr. Joanne Schindler succeeded Dr. Gabriela Rosu as Chief Medical Officer effective November 4, 2019.

PENSION PLAN BENEFITS

The Corporation does not have a pension plan benefit. The Corporation’s RRSP matching program in favour of its Named Executive Officers is included as all other compensation in the previous summary compensation table.

TERMINATION AND CHANGE OF CONTROL BENEFITS

All of the Named Executive Officers have entered into employment contracts with the Corporation for an undetermined period. In the case of resignation, retirement or termination of employment with cause, every Named Executive Officer contract provides there will be no severance payment made. However, the Named Executive Officers would be entitled to any vacation due.

The actual amounts that a Named Executive Officer would receive upon termination of employment can only be determined at the time of termination and is based on the number of months of base salary at that time. The following table provides the number of months of salary and corresponding value that the Named Executive Officers that were employed by the Corporation at the end of the financial year would have received if the termination had occurred on December 31, 2019:

  Frederic Ors
Chief Executive Officer
Pierre Labbé
Chief Financial Officer
Joanne Schindler
Chief Medical Officer(1)
Joe Sullivan
Senior Vice President,
Business Development(1)
Event Number of
months
Value
($)
Number of
months
Value
($)
Number of
months
Value
($)
Number of
months
Value
($)
Termination without cause 12 months salary plus immediate vesting of all stock options granted 535,800 6 months salary plus employee benefits for the next 6 months and immediate vesting of all stock options granted 195,608 9 months salary plus employee benefits for the next 9 months and immediate vesting of all stock options granted 417,008 6 months salary plus employee benefits for the next 6 months and immediate vesting of all stock options granted 202,762
Termination with cause Nil Nil Nil Nil Nil Nil Nil Nil

 





27

  Frederic Ors
Chief Executive Officer
Pierre Labbé
Chief Financial Officer
Joanne Schindler
Chief Medical Officer(1)
Joe Sullivan
Senior Vice President,
Business Development(1)
Change of control 24 months salary plus benefits and immediate vesting of all stock options granted 1,071,600 12 months salary plus benefits and immediate vesting of all stock options granted 391,215 12 months salary plus benefits and immediate vesting of all stock options granted 556,011 12 months salary plus benefits and immediate vesting of all stock options granted 405,524

 

(1)     

Compensation for Dr. Schindler and Mr. Sullivan is paid in US dollars and converted for disclosure purposes based on the Bank of Canada exchange rate on December 31, 2019, being US$1.00 = C$1.2988.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table summarizes equity securities that have been issued and are available for issuance under the Stock Option Plan and DSU Plan as of December 31, 2019:

Plan Category Number of securities to be
issued upon exercise of
outstanding options, warrants
and rights
Weighted-average exercise
price of outstanding options,
warrants and rights
Number of securities remaining
available for future issuance
under equity compensation
plans
Equity compensation plans approved by securityholders(1) 1,746,876 $4.699 1,171,964
Equity compensation plans not approved by securityholders(2) 187,500 $2.336 N/A
Total 1,934,376 $4.470 1,171,964

 

(1)     

Includes the Stock Option Plan and the DSU Plan.

(2)     

Represents Shares issuable upon exercise of employee inducement options granted to Mr. Pierre Labbé when he joined the Corporation as Chief Financial Officer.

Securities issuable under equity compensation plans as a percentage of outstanding Shares

The following table provides information on the securities issuable under the Stock Option Plan and DSU Plan, expressed as a number and as a percentage of the Shares as of December 31, 2019:

Equity Compensation Plan Maximum number of
securities issuable under
the plan
Total number of
securities awarded
and outstanding
under the plan
Total number of securities
available for grant under
the plan
Stock Option Plan Number 2,479,803 1,385,911 1,093,892
Percentage of outstanding Shares(1) 4.90% 2.74% 2.16%
DSU Plan Number 439,037 360,965 78,072
Percentage of outstanding Shares(1) 0.87% 0.71% 0.15%

 

(1)     

As of December 31, 2019, there were 50,630,875 Shares issued and outstanding.





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Annual Burn Rate

The following table provides the annual burn rate associated with the Stock Option Plan and DSU Plan for each of the Corporation’s three most recent fiscal years:

Equity Compensation Plan Fiscal year Number of securities
granted under the
plan(1)(2)
Weighted average
number of securities
outstanding(1)(3)
Annual burn rate(4)
Stock Option Plan 2019 343,100 49,653,578 0.69%
2018 619,505 43,776,951 1.42%
2017 141,813 38,656,778 0.37%
DSU Plan 2019 137,361 49,653,578 0.28%
2018 97,072 43,766,951 0.22%
2017 84,764 38,656,778 0.22%

 

(1)     

On May 2, 2018, the Corporation filed articles of amendment to give effect to a consolidation of its shares on the basis of 1 post-consolidation share for each 3.2 pre-consolidation share. Historical information in this table has been amended to reflect the 3.2 to 1 consolidation. Fractions have been rounded up or down to the nearest whole number.

(2)     

Corresponds to the number of securities granted under the plan in the applicable fiscal year.

(3)     

The weighted average number of securities outstanding during the period corresponds to the number of securities outstanding at the beginning of the period, adjusted by the number of securities bought back or issued during the period multiplied by a time-weighting factor.

(4)     

The annual burn rate percent corresponds to the number of securities granted under the plan divided by the weighted average number of securities outstanding.

Stock Option Plan

The following is a summary of the main provisions of the Stock Option Plan. The full text of the Stock Option Plan, as amended, can be found on the Corporation’s website at www.imv-inc.com.

The maximum number of Shares that can be issued upon the exercise of options granted under the Stock Option Plan is 4,600,000 Shares. Any Shares subject to an option which has been granted under the Stock Option Plan that expires or terminates without having been fully exercised may be subject of a further option under the Stock Option Plan.

The number of Shares issuable to insiders of the Corporation, at any time, pursuant to the Stock Option Plan and any other security based compensation arrangement (as such term is defined in the Toronto Stock Exchange Company Manual) cannot exceed 10% of the issued and outstanding Shares and the number of Shares issued to insiders of the Corporation, within any one year period, under the Stock Option Plan and any other security based compensation arrangement cannot exceed 10% of the issued and outstanding Shares.

The Board may grant options to directors, officers, employees, consultants of the Corporation and, if applicable, its subsidiaries and holding companies of such persons.

No Options may be granted under the Option Plan to any non-employee director if such grant would, at the time of the grant, result in: (i) the aggregate number of Shares reserved for issuance to all non-employee directors under the Option Plan and all other security-based compensation arrangements of the Corporation exceeding 1% of the total number of Shares then issued and outstanding; (ii) the aggregate value of Options granted to the non-employee directors during the Corporation’s fiscal year exceeding $100,000; or (iii) the aggregate value of Options and, in the case of security-based compensation arrangements that do not provide for the granting of Options (“Full Value Awards”), the grant date value of Shares granted to the non-employee director during the Corporation’s fiscal year





29

exceeding $150,000, provided that any Full Value Award elected to be received by a non-employee director, in the non-employee director’s discretion, in place of the same value of foregone cash compensation from the Corporation shall not be counted toward the foregoing $150,000 limit and provided further that the foregoing limitations shall not apply to one-time initial grants to a new director who would be a non-employee director upon joining the Board as compensation for serving on the Board.

The exercise price of the options is determined by the Board at the time of the grant of an option, but cannot be lower than the volume weighted average trading price of the Shares on the principal stock exchange on which the Shares are trading for the five trading days immediately preceding the day on which the stock option is granted.

If approved by the Board, in lieu of paying the exercise price in cash for the Shares that may be issued pursuant to the exercise of stock options, a participant may elect to acquire the number of Shares determined by subtracting the exercise price from the VWAP, multiplying the difference by the number of Shares in respect of which the stock option was otherwise being exercised and then dividing that product by such VWAP. In such event, the number of Shares as so determined (and not the number of Shares to be issued under the stock option) will be deemed to be issued under the Stock Option Plan and all the stock options surrendered will be cancelled.

At the time of grant, the Board, at its discretion, may set a vesting schedule, that is, one or more dates from which an option may be exercised in whole or in part. The maximum period during which an option may be exercised is ten years from the date on which it is granted, however, at its discretion, the Board has the right to set a shorter period of time during which an option is exercisable. If the expiry date of an option should occur during or within 10 business days after the last day of any period during which a policy of the Corporation prevents a holder of options from trading in the Shares or in any other securities of the Corporation or exercising or converting any exercisable or convertible securities of the Corporation, the expiry date for the option will be the last day of such 10 business day period.

All benefits, rights and stock options accruing to any option holder in accordance with the terms and conditions of the Stock Option Plan shall be non-transferable and non-assignable unless specifically provided in the Stock Option Plan.

In the event of the death or permanent disability of an option holder, any stock option previously granted to an option holder shall be exercisable until the earlier of (i) the end of its term or (ii) the expiration of 12 months after the date of death or permanent disability of such option holder.

If an option holder ceases to be a director, officer, employee or consultant of the Corporation or its subsidiaries (as the case may be) for any reason other than being dismissed from his office or employment for cause, death or permanent disability, their stock options will terminate at 6:00 p.m. (Halifax time) on the earlier of (i) the end of its term or (ii) 90 days after the date such option holder ceases to hold be a director, officer, employee or consultant of the Corporation as the case may be. During this period, an option holder may exercise their stock option to the extent they were entitled to at the date of such cessation. Options that had not vested on the date of such cessation shall be immediately cancelled.

If an option holder ceases to be a director, officer, employee or consultant of the Corporation or its subsidiaries (as the case may be) as a result of being dismissed from their office or employment for cause or an option holder’s contract as a consultant being terminated before its normal termination date for cause, their options shall immediately be cancelled and may not be exercised as of the termination or dismissal date.

The number of Shares subject to the Stock Option Plan shall be increased or decreased proportionately in the event of the subdivision or consolidation of the outstanding Shares, and in any such event a corresponding adjustment shall be made to the number of Shares deliverable upon the exercise of any stock option granted prior to such event without any change in the total price applicable to the unexercised portion of the stock option, but with a corresponding adjustment in the price for each Share that may be acquired upon the exercise of the stock option. In case the Corporation is reorganized or merged or consolidated or amalgamated with another corporation, appropriate provisions shall be made for the continuance of the stock options outstanding under the Stock Option Plan and to prevent any dilution or enlargement of the same.





30

Notwithstanding any other provision in the Stock Option Plan, in the event of a proposed Change of Control (as defined in the Stock Option Plan), the Board may, as deemed necessary or equitable by the Board in its sole discretion and subject to regulatory approvals, as applicable, determine the manner in which all unexercised stock options granted under the Stock Option Plan will be treated including, for example, accelerating the vesting of the stock options, accelerating the expiry of the term of the stock options and accelerating the time for the fulfillment of any conditions or restrictions on such exercise.

The Board may make the following types of amendments to the Stock Option Plan without seeking the approval of the shareholders of the Corporation: (i) amendments of a “housekeeping” nature; (ii) amendments necessary to comply with the provisions of applicable law (including, without limitation, the rules, regulations and policies of the TSX); (iii) amendments necessary in order for stock options to qualify for favourable treatment under applicable taxation laws; (iv) amendments respecting the administration of the Stock Option Plan; (v) any amendment to the vesting provisions of the Stock Option Plan; (vi) amend any term of any outstanding stock option (including, without limitation, the exercise price, vesting and expiry of the stock option), provided that, (A) if the amendments would reduce the exercise price or extend the expiry date of stock options, other than as authorized pursuant to the Stock Option Plan, approval of the disinterested shareholders of the Corporation must be obtained; and (B) the Board would have had the authority to initially grant the stock option under the terms as so amended; (vii) any amendment to the early termination provisions of the Stock Option Plan or any stock option, whether or not such stock option is held by an insider of the Corporation, provided such amendment does not entail an extension beyond the original expiry date; (viii) any amendment to the termination provisions of the Stock Option Plan or any stock option, provided any such amendment does not entail an extension of the expiry date of such stock option beyond its original expiry date; (ix) the addition or modification of a cashless exercise feature, payable in cash or in securities, which provides for a full or partial deduction of the number of underlying Shares from the Stock Option Plan reserve; (x) amendments necessary to suspend or terminate the Stock Option Plan; and (xi) any other amendment, whether fundamental or otherwise, not requiring shareholders’ approval under applicable laws.

However, the Board may not, without the approval of the shareholders of the Corporation, make amendments to the Stock Option Plan for any of the following purposes: (i) to increase the maximum number of shares that may be issued pursuant to options granted under the Stock Option Plan; (ii) to reduce the exercise price; (iii) to extend the expiry date of Options; (iv) to broaden the definition of “participant” to the Stock Option Plan; (v) to increase the maximum number of shares issuable to insiders a under the Stock Option Plan; (vi) to permit transfers or assignment to any person not currently permitted under the Stock Option Plan; (vii) to increase the value of Options granted or to remove or increase the percentage limit relating to Shares issuable, in each case, to non-executive directors; or (viii) to amend the provisions of Section 19(c) of the Stock Option Plan that are described in this paragraph.

Deferred Share Unit Plan

The following is a summary of the main provisions of the DSU Plan, and presumes the adoption of the Amendments to the DSU Plan discussed under “Business to be Transacted at the Meeting - Amendments to the DSU Plan” on page 12 of this Circular. The full text of the DSU Plan, as amended, can be found on the Corporation’s website at www.imv-inc.com.

Further to the Amendments, the maximum number of Shares which the Corporation may issue from treasury in connection with the redemption of DSUs granted under the DSU Plan is 968,750 Shares, which represents an increase of 500,000 Shares from the 468,750 Shares previously reserved for issuance, subject to approval of the Shareholders at the Meeting. The 968,750 Shares reserved for issuance under the DSU Plan represent 1.58% of the total issued and outstanding Shares as of May 25, 2020.

The number of Shares issuable to insiders of the Corporation, at any time, pursuant to the DSU Plan and any other security based compensation arrangement (as such term is defined in the Toronto Stock Exchange Company Manual) of the Corporation, including the Stock Option Plan, cannot exceed 10% of the issued and outstanding Shares; and, the number of Shares issued from treasury to insiders of the Corporation within a one year period, under the DSU Plan and any other security based compensation arrangement of the Corporation, including the Stock Option Plan, cannot exceed 10% of the issued and outstanding Shares. The DSU Plan does not provide for a maximum number of Shares which may be issued to an individual pursuant to the redemption of DSUs.





31

Any Director of the Corporation who is not an employee or officer of the Corporation or of its subsidiaries (a “Non-Executive Director”) is eligible to be credited with DSUs under the DSU Plan.

At the time of their appointment, each Non-Executive Director shall receive DSUs corresponding to 100% of the cash value of initial compensation for new Directors then in effect as part of the compensation plan of Directors of the Corporation. Each year thereafter, a Non-Executive Director may elect to receive up to 100% of his or her annual Fees, but not less than 50% of his or her Fees, in the form of DSUs with the balance to be paid in cash. The Corporation will grant, in respect of each Non-Executive Director, that number of DSUs as is determined by dividing the amount of Fees that, but for an election, would have been paid to the Non-Executive Director, by the VWAP per Share for the five trading days immediately preceding the award date (the “Fair Market Value”), and will credit the Non-Executive Director’s account with such DSUs. Only cash compensation that would otherwise be paid to Non-Executive Directors is eligible to be paid out in DSUs on a value-for-value exchange, and the DSU Plan prohibits discretionary grants.

DSUs will vest immediately upon being credited to a Non-Executive Director’s account. DSUs credited to the Non-Executive Director’s account may only be redeemed in the event of the cessation of a Non-Executive Director’s directorship for any reason, including such person’s death (the “Termination”). Each DSU is equivalent in value to a Share.

Upon redemption, the Corporation will issue to the person a number of Shares from treasury equal to the number of DSUs credited in the account, less the number of Shares that results by dividing the aggregate amount of any federal, provincial, local or foreign taxes and other amounts required by law to be withheld (the “Applicable Withholding Taxes”) by the Fair Market Value as of the date of redemption. Instead of issuing Shares from treasury, the Corporation may elect, in its sole discretion, to pay the person an amount of money determined by multiplying the number of DSUs credited in the account by the Fair Market Value as of the date of redemption, net of any Applicable Withholding Taxes, upon redemption.

The rights of a Non-Executive Director pursuant to the terms of the DSU Plan are non-assignable or alienable by him or her either by pledge, assignment or in any other manner, and after his or her lifetime will enure to the benefit of and be binding upon the Non-Executive Director’s estate. the rights and obligations of the Corporation under the DSU Plan may be assigned by the Corporation to a successor in the business of the Corporation.

The number of Deferred Share Units standing to the credit of an Account will also be appropriately adjusted to reflect the payment of dividends in Shares (other than dividends in the ordinary course), the subdivision, consolidation reclassification, conversion or exchange of the Shares, or a merger, consolidation, recapitalization, reorganization, spin off or any other change or event which affects the Fair Market Value and which, in the sole discretion of the Board, necessitates action by way of adjustment to the number of Deferred Share Units. The appropriate adjustment in any particular circumstance will be conclusively determined by the Board in its sole discretion, subject to acceptance by the TSX, if applicable.

The Board may, at any time, amend or revise the terms of the DSU Plan subject to the receipt of all necessary regulatory and Shareholders approvals, provided that no such amendment or revision will alter the terms of any Deferred Share Unit granted under the DSU Plan prior to such amendment or revision.

Without limiting the generality of the foregoing, the Board may make the following types of amendments to the DSU Plan without seeking the approval of the Shareholders: (i) amendments to the definition of “Participant” or the eligibility requirements for participating in the DSU Plan, where such amendments would not have the potential of broadening or increasing insider participation; (ii) amendments to the manner in which Non-Executive Directors may elect to participate in the DSU Plan; (iii) amendments to the provisions of the DSU Plan relating to the redemption of DSUs and the dates for the redemption of the same, provided that no amendment will accelerate the redemption of a Non-Executive Director’s DSUs prior to the earlier of his or her Termination, subject to obtaining the required regulatory approvals; (iv) amendments of a “housekeeping” nature including, without limiting the generality of the foregoing, any amendment for the purpose of curing any ambiguity, error or omission in the DSU Plan or to correct or supplement any provision of the DSU Plan that is inconsistent with any other provision of the DSU Plan; (v) amendments necessary to comply with the provisions of applicable laws and the requirements of the TSX; (vi) amendments respecting the administration of the DSU Plan; (vii) amendments to the vesting provisions of the DSU Plan; (viii) amendments necessary to continuously meet the requirements of paragraph 6801(d) of the Income





32

Tax Regulations (Canada) and to ensure that the DSU Plan is not a salary deferral arrangement or an employee benefit plan as those terms are defined in subsection 248(1) of the Income Tax Act (Canada); (ix) amendments necessary to suspend or terminate the DSU Plan; and (x) any other amendment, whether fundamental or otherwise, not requiring shareholders’ approval under applicable laws.

Notwithstanding the provisions of foregoing paragraph, the Board may not, without the approval of the Shareholders, make amendments to the DSU Plan for any of the following purposes: (i) to increase the maximum number of Shares that may be issued from treasury under the DSU Plan; (ii) to increase the maximum number of Shares that may be issued to insiders of the Corporation during any twelve month period; and (iii) to amend the amendment provisions set forth in the DSU Plan.

INFORMATION ON THE AUDIT COMMITTEE

Disclosure with respect to the composition of the Corporation’s Audit Committee, the Mandate of the Audit Committee and other disclosure required to be made under National Instrument 52-110 - Audit Committees is contained in the Corporation’s Annual Information Form filed on March 30, 2020 under the Corporation’s profile on the SEDAR website at www.sedar.com.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As of May 25, 2020, no executive officer, director, proposed nominee for election as a director or employee, former or present, of the Corporation was indebted to the Corporation.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

To the Corporation’s knowledge and except as stated below or as otherwise specified in this Circular, no material transaction involving the Corporation or any of its subsidiaries has been entered into since the beginning of the Corporation’s most recently completed financial year ended December 31, 2019, or are proposed to be entered into, in which any director or executive officer of the Corporation, or any person who beneficially owns, or controls or directs, directly or indirectly, more than 10% of the Shares or any director or executive officer of such persons or of any subsidiary of the Corporation or any proposed director of the Corporation and each of their associates or affiliates has had or expects to have a direct or indirect material interest.

MANAGEMENT CONTRACTS

Management functions of the Corporation and its subsidiaries are not, to any degree, performed by a person or persons other than the directors or executive officers of the Corporation or its subsidiaries.

CORPORATE GOVERNANCE PRACTICES

The Board is committed to developing, implementing and monitoring good corporate governance practices, and providing full and complete disclosure of its systems of corporate governance. The mandate of the Board is attached as Schedule “B” hereto. The following describes the Corporation’s approach to corporate governance.





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Board of Directors

The Board is responsible for the supervision of management and for approving the overall direction in a manner which is in the best interests of the Corporation. As a practice, the Board approves significant corporate communications with shareholders. The Board participates fully in assessing and approving strategic plans and prospective decisions proposed by management of the Corporation. To ensure that the principal business risks that are borne by the Corporation are appropriately managed, the Board:

A number of the Corporation’s current directors sit on boards of directors of other reporting issuers. For each such director, the following table lists the name of the reporting issuer on whose board of directors the director currently serves.

Name Name of Issuer
Julia P. Gregory Biohaven Pharmaceutical Holding Company Ltd.
  Sosei Group Corporation
Wayne Pisano Oncolytics Biotech Inc.
  Altimmune Inc.
  Provention Bio, Inc.

Of the current Board, Messrs. Sheldon (Chairman), Hall, Pisano, Warmuth, Ms. Gregory and Dr. Tilley are considered to be “independent directors” within the meaning of the National Instrument 52-110 - Audit Committees (“NI 52-110”). The only director who was not independent during the year ended December 31, 2019 is Frederic Ors. Mr. Ors is the Chief Executive Officer of the Corporation. The Board therefore has a majority of independent directors.

Board Functioning

The Board adopted a Corporate Governance Policy which, among other things, sets out those matters, in addition to those required by statute, which must be brought by the Chief Executive Officer or other senior management to the Board for approval. The Corporate Governance Policy ensures that all major strategic decisions, including any change in the strategic direction and acquisitions and/or divestitures of a material nature, will be presented by management to the Board for approval. As part of its ongoing activity, the Board regularly receives and comments upon reports of management as to the performance of the Corporation’s business and management’s expectations and planned actions in respect thereto.

Independent directors hold an in-camera session without the presence of any director who is not independent and without the presence of any management members, at each scheduled Board meeting. During the most recently completed financial year, the independent Board members have held five such meetings.





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The attendance record of each director for the Board and committee meetings held from January 1, 2019 to December 31, 2019, is as follows:

Director Board of Directors Audit Committee Compensation
Committee
Governance
Committee
Albert Scardino(1) 6/8 - 3/3 -
Julia P. Gregory 8/8 3/4 3/3 -
James W. Hall 8/8 4/4 - -
Wayne Pisano 8/8 4/4 - 4/4
Frederic Ors 8/8 - - -
Andrew Sheldon(2) 8/8 4/4 3/3 4/4
Shermaine Tilley 8/8 - 3/3 4/4
Markus Warmuth 8/8 - - 4/4

 

(1)     

Mr. Scardino retired from the Board effective February 28, 2020.

(2)     

Mr. Sheldon was a non-voting member of the Compensation and Corporate Governance Committee and the Audit Committee during the year ended December 31, 2019.

Board Committees

The Board currently has an Audit Committee, a Compensation Committee and a Governance Committee. Each committee has a formal mandate outlining its responsibilities and its obligations to report its recommendations and decisions to the Board.

The Compensation Committee is comprised of independent directors and has been charged by the Board with the responsibility of:

The Governance Committee is comprised of independent directors and has been charged by the Board with the responsibility of:





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entities. The Governance Committee reviews and evaluates the adequacy of the Corporation’s code of conduct and monitors the compliance with the code;

Orientation and Continuing Education

The Board does not have a formal orientation program for new directors, and does not have any formal continuing education for its members. The Board, however, acquires their education and expertise as a result of professional designations and ongoing obligations to remain current, experience and knowledge gained from serving on other boards of directors, the ability to tap into personal and professional contacts for advice, including from business leaders in various sectors, as well as specific industry players.

Ethical Business Conduct

The Corporation has adopted a Code of Business Conduct and Ethics (the “Code”) applicable to directors, officers and employees. All employees, officers and directors are provided with a copy of the Code and are required to sign an acknowledgement that they have read and agree to comply with the terms of the Code. A copy of the Code may be obtained on SEDAR at www.sedar.com or by request to the Corporate Secretary of the Corporation. The Board satisfies itself regarding compliance with the Code through its review of the activities of the Corporation, discussions by the Audit Committee with the external auditors of the Corporation without management present, and enquiries within management.

Compensation

The Compensation Committee is responsible for determining appropriate compensation for executive officers and directors in light of the nature of activities and size of the Corporation, and making recommendations to the Board in that respect, as described above under the heading “Compensation Discussion and Analysis”.

Assessments

The Board, the Board’s committees and the directors will be subject to an annual assessment. Each Director is required to complete a self-evaluation and an evaluation of the performance of the Board, the Board’s committees and their respective chairpersons. These evaluations are then reviewed by the Governance Committee, which will present its recommendations to the Board. The evaluation of the Governance Committee and its Chairperson will be reviewed by the Chairperson of the Board who will present his recommendations to the Board.

Director Term Limits and Other Mechanisms of Board Renewal

The Board has not adopted term limits for directors or other mechanisms of board renewal as it believes that the imposition of director term limits or other mechanisms of board renewal on a board implicitly discounts the value of experience and continuity amongst the board members and runs the risk of excluding experienced and potentially valuable board members as a result of arbitrary determination. The Board believes that it can best strike a balance between continuity and fresh perspectives without mandated term limits or other mechanisms of board renewal.

Diversity of the Board of Directors

The Corporation is committed to diversity among its Board. On July 14, 2015, the Board adopted a policy regarding the diversity of the Board and senior management (the “Diversity Policy”) relating to candidate selection based on experience and expertise to achieve effective stewardship and management.





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In an increasingly complex global marketplace, the ability to draw on a wide range of viewpoints, backgrounds, skills, and experience is critical to the Corporation’s success. By bringing together men and women from diverse backgrounds and giving each person the opportunity to contribute their skills, experience and perspectives in an inclusive workplace, the Corporation believes that it is better able to develop solutions to challenges and deliver sustainable value for the Corporation and its stakeholders.

The Corporation considers diversity, including diversity of background, race, gender and other distinctions between individuals, to be an important attribute of a well-functioning Board which will assist the Corporation to achieve its long-term goals.

While, due to the size of the Corporation, its activities, and its current number of employees, the Corporation has not yet set measurable objectives for achieving diversity with regards to women, aboriginal peoples, persons with disabilities and members of visible minorities (each, a “Designated Group”), the Governance Committee monitors the level of representation of women and other members of Designated Groups on the Board and in management positions and, where appropriate, recruits qualified candidates who are members of Designated Groups as part of the Corporation’s overall recruitment and selection process to fill Board or management positions, as the need arises, through vacancies, growth or otherwise. The Corporation will consider establishing measurable objectives as it develops.

The Corporation acknowledges the important role that women and members of other Designated Groups with appropriate and relevant skills and experience can play in contributing to the diversity of perspective on the Board. To ensure sound corporate governance, the Governance Committee is guided by the following principles in recommending candidates to the Board.

  1.     

Ensuring that the Board is composed of directors who possess extensive knowledge, skills and competencies, diverse points of view, and relevant expertise, enabling them to make an active, informed and positive contribution to the management of the Corporation, the conduct of its business and the orientation of its development;

   

 
  2.     

Seeking a balance in terms of the knowledge and competencies of directors to ensure that the Board can fulfil its role in all respects; and

   

 

  3.     

To the extent practicable, seeking directors who represent different genders, ages, cultural communities, geographic areas and other characteristics of the communities in which the Corporation conducts its business.

Ms. Shermaine Tilley and Ms. Julia P. Gregory represent 29% of the directors (2 out of 7). If you exclude Mr. Frederic Ors who is not an independent director, they represent 33% of the independent directors (2 out of 6). At this time, no directors of the Corporation are members of other Designated Groups.

Diversity in Corporate Talent

The Corporation is committed to diversity among its Management team. The Corporation selects candidates based on merit in order to select the best person to fulfill each position within the organization. At the same time, the Corporation recognizes that diversity is important to ensure that the profiles of its team provide the necessary range of perspectives, experience and expertise required to achieve corporate objectives.

In an increasingly complex global marketplace, the ability to draw on a wide range of viewpoints, backgrounds, skills, and experience is critical to the Corporation’s success. By bringing together men and women from diverse backgrounds and giving each person the opportunity to contribute their skills, experience and perspectives in an inclusive workplace, the Corporation believes that it is better able to develop solutions to challenges and deliver sustainable value for the Corporation and its stakeholders.

The Corporation considers diversity to be an important attribute of a well-functioning company which will assist the Corporation to achieve its long-term goals.





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The Corporation acknowledges the important role that women and members of other Designated Groups with appropriate and relevant skills and experience can play in contributing to the diversity of perspective on the Corporation.

The Corporation believes that diversity enriches discussion and performance of the team in the pursuit of its short and long-term corporate objectives. As part of its strategy to recruit and maintain a diversified organization, the Corporation:

25% of the Corporation’s Named Executive Officers (1 out of 4) are currently women, and 40% of officer and Senior Management roles are being held by women. At this time, no officers of the Corporation (0%) are members of other Designated Groups.

RECEIPT OF SHAREHOLDER PROPOSALS FOR 2021 ANNUAL MEETING

Under the Canada Business Corporations Act, a registered holder or non-registered owner of Shares that will be entitled to vote at the 2021 annual meeting of shareholders may submit to the Corporation, before February 24, 2021, a proposal in respect of any matter to be raised at such meeting.

ADDITIONAL INFORMATION

Additional information with respect to the Corporation may be found on SEDAR at www.sedar.com and on the Corporation’s website at www.imvaccine.com. Copies of the Corporation’s financial statements and management discussion and analysis (“MD&A”) are available on request from the Secretary of the Corporation or by consulting the SEDAR web site at www.sedar.com. Financial information of the Corporation is provided in its comparative financial statements and MD&A for the Corporation’s most recently completed period.

APPROVAL OF THE CIRCULAR

The content and transmission of this Circular have been approved by the Board.

Dartmouth, Nova Scotia, May 25, 2020.

By Order of the Board of Directors

(s) Pierre Labbé
Mr. Pierre Labbé
Chief Financial Officer





A-1

SCHEDULE “A”
SHAREHOLDERS’ RESOLUTION

Adoption of Amendment to DSU Plan

BE AND IT IS HEREBY RESOLVED THAT:

  1.     

IMV Inc. (the “Corporation”) is hereby authorized to amend its deferred share unit plan (the “DSU Plan”) to increase of the number of Shares reserved for issuance under the DSU Plan by 500,000, from 468,750 to 968,750; and

   

 
  2.     

any director or officer of the Corporation is hereby authorized to execute or cause to be executed and to deliver or cause to be delivered, all such documents and instruments and to do or cause to be done all such other acts and things as such director or officer may determine to be necessary or desirable in order to carry out the intent of this resolution, such determination to be conclusively evidenced by the execution and delivery of such documents and other instruments or the doing of any such act or thing.





SCHEDULE “B”
MANDATE OF THE BOARD OF DIRECTORS

1. PURPOSE

The purpose of this Mandate is to clarify and to define the boundaries between the roles and responsibilities of management and the Board of Directors of the Corporation. The Board does not manage the Corporation; rather it delegates this function to management, and then supervises and evaluates management’s execution of the Board approved corporate strategic plan.

2. INTERPRETATION

An “Audit Committee Financial Expert” means a person who has the following attributes: (a) an understanding of generally accepted accounting principles and financial statements; (b) the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves; (c) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Corporation’s financial statements, or experience actively supervising one or more persons engaged in such activities; (d) an understanding of internal controls over financial reporting; (e) an understanding of audit committee functions. A person shall have acquired such attributes through: (a) education and experience as a principal financial officer, principal accounting officer, controller, public accountant or auditor or experience in one or more positions that involve the performance of similar functions; (b) experience actively supervising a principal financial officer, principal accounting officer, controller, public accountant, auditor or person performing similar functions; (c) experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing or evaluation of financial statements; or (d) other relevant experience.

Board of Directors” or “Board” means the Board of Directors of the Corporation.

Chairman” means the Chairman of the Board.

Corporation” means, collectively, IMV Inc. and any parent or subsidiary of IMV Inc., including, without limitation, ImmunoVaccine Technologies Inc.

Executive Officer” means the president, principal financial officer, principal accounting officer (or, if there is no such accounting officer, the controller), any vice-president of a company in charge of a principal business unit, division or function (such as sales, administration or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the company. Officers of a company’s subsidiaries shall be deemed officers of the Corporation if they perform such policy-making functions for the Corporation.

Family Member” means a person’s spouse, parents, children and siblings, whether by blood, marriage or adoption, or anyone residing in such person’s home.

Financially Literate” means the ability to read and understand a set of fundamental financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the consolidated financial statements of the Corporation (including, without limitation, a balance sheet, income statement, and cash flow statement).

Independent Director” means a director who is not an Executive Officer or employee of the Corporation or any other individual who has a direct or indirect relationship with the Corporation, which would interfere with the exercise of an independent judgment regarding the best interests of the Corporation or in carrying out the responsibilities of a director. An individual is not an Independent Director if such individual:





B-2

  a)     

is, or has been within the last three years, an employee or Executive Officer of the Corporation;

   

 
  b)     

is a Family Member of an individual who is or has been, within the last three years, an Executive Officer of the Corporation;

   

 
  c)     

is or has been (or whose Family Member is or has been), within the last three years, an Executive Officer, a partner or an employee of a material service provider of the Corporation (including the external auditors);

   

 
  d)     

is or has been (or whose Family Member is or has been), within the last three years, an Executive Officer of another entity where at any time within the last three years any of the Executive Officer’s of the Corporation served on the entity’s Compensation Committee;

   

 
  e)     

has a relationship with the Corporation under which he or she may directly or indirectly accept any consulting, advisory or other fees from the Corporation or a related entity, except for any compensation as a member of the Board or as a member of a committee of the Board;

   

 
  f)

is, or has a Family Member who is, a partner in, or a controlling shareholder or an Executive Officer of, any organization to which the Corporation made, or from which the Corporation received, payments for property or services in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenues for that year, or US$200,000, whichever is more, other than the following: (i) payments arising solely from investments in the Corporation’s securities; or (ii) payments under non-discretionary charitable contribution matching programs;

   

 
  g)     

is, or has a Family Member who is, a partner in, or a controlling shareholder or an Executive Officer of, any organization to which the Corporation made, or from which the Corporation received, payments for property or services in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenues for that year, or US$200,000, whichever is more, other than the following: (i) payments arising solely from investments in the Corporation’s securities; or (ii) payments under non-discretionary charitable contribution matching programs;

   

 
  h)     

is a natural person who controls the Corporation; or

   

 
  i)     

is an affiliate of the Corporation (or any subsidiary of the Corporation).

   

 
3. PRINCIPAL DUTIES OF THE BOARD

 

3.1 GENERAL

The Board must be fully informed of the Corporation’s affairs, be actively engaged in the development of the Corporation’s strategic direction and must supervise how that direction is conducted by management. In doing so, the Board is responsible to appoint a competent executive management team. The Board will oversee and monitor the management of the business of the Corporation.

The Corporation will maximize its wealth and well-being through thoughtful, independent business decisions. Through an appropriate system of corporate governance and financial controls, the Board will ensure fair financial reporting to the public, as well as ethical and legal corporate conduct. To ensure that the decisions and actions of management serve the interests of the Corporation, the Board will carry out its mandate through the following committees of the Board: the Audit Committee, the Compensation Committee and the Governance Committee. The Board may also appoint other committees from time to time.

3.2 ASSESSMENT OF INTEGRITY OF MANAGEMENT

The Board will satisfy itself as to the integrity of the Chief Executive Officer and senior management of the Corporation through its ongoing monitoring of their performance as well as through the Whistleblower





B-3

Policy. The Board will satisfy itself that the Chief Executive Officer and senior management create a culture of integrity throughout the organization by overseeing and monitoring management to ensure a culture of integrity is maintained.

3.3 ADOPTION OF A STRATEGIC PLANNING PROCESS

The Board will adopt a strategic planning process and review and approve annually a corporate strategic plan for any operating subsidiary of the Corporation which takes into account, among other things, industry and other trends, research and development and product development strategies, specific problem areas, action plans, and the opportunities and risks of the business. The Board will then also review operating and financial performance results relative to established strategy, budgets and objectives to monitor the progress of the Corporation against the goals addressed in the strategic plan.

3.4 IDENTIFICATION OF PRINCIPAL RISKS AND IMPLEMENTING MANAGING SYSTEMS

The Board will identify and review with management the principal business risks to the Corporation and will ensure that appropriate procedures are implemented to monitor and mitigate those risks. The Board will also ensure that effective systems are in place to monitor the integrity of the Corporation’s internal controls and management information systems.

The Board will confirm that management processes are in place to address and comply with applicable corporate, securities and other compliance matters, as well as with applicable laws and regulations. The Board will also confirm and monitor that processes are in place to comply with the Corporation’s articles and bylaws and the Corporation’s Whistleblower Policy.

3.5 SUCCESSION PLANNING (APPOINTMENT, TRAINING AND MONITORING MANAGEMENT)

The Board delegates authority to the Chief Executive Officer for the overall management of the Corporation. This includes strategy and operations to ensure the Corporation’s long term success. To ensure the integrity of the Chief Executive Officer, the Board will:

  a)     

approve the Compensation Committee’s position description for the Chief Executive Officer. This position description will delineate management’s responsibilities and the corporate goals and objectives that the Chief Executive Officer is responsible for meeting;

   

 
  b)     

assess the performance of the Chief Executive Officer against a set of mutually agreed corporate objectives through a process that includes a comparison of the Chief Executive Officer’s performance against the duties outlined in the Chief Executive Officer position description and review of the Chief Executive Officer’s performance by the Board and the Compensation Committee; and

   

 
  c)     

approve Chief Executive Officer compensation as determined by the Compensation Committee, through a process described in its mandate.

In meeting its responsibility for ensuring succession planning, the Board will satisfy itself that management possesses the necessary level of integrity, skill and experience. In doing so, the Board will:

  a)     

establish boundaries between Board and management responsibilities and establish limits of authority delegated to management. In doing so, the Board will decide how engaged it wants to be in influencing management’s decisions and the Corporation’s direction. The Chief Executive Officer and the directors will agree amongst themselves which level of Board engagement best fits the Corporation;

   

 
  b)     

appoint corporate officers and approve their compensation, based on level and amount of responsibility, as recommended by the Compensation Committee;





B-4

  c)     

monitor the performance of the Chief Executive Officer against corporate objectives directed at maximizing the financial value of the Corporation; and

   

 
  d)     

establish a process to adequately provide for Chief Executive Officer succession.

   

3.6 COMMUNICATIONS POLICY

The Board will confirm that management has established a system for corporate communications to shareholders and the public, including processes for consistent, transparent and timely public disclosure. In doing so, the Board, through its Governance Committee, will:

  a)     

adopt a communications and disclosure policy relating to, among other matters, the confidentiality of the Corporation’s business information and conflicts of interest;

   

 

  b)     

ensure the Corporation maintains the communications systems to effectively communicate with its stakeholders; and

   

 
  c)     

assure themselves that information and reporting systems exist in the Corporation that are reasonably designed to provide timely accurate information sufficient to allow themselves and management to reach informed decisions.

   

 
3.7 APPROACH TO CORPORATE GOVERNANCE AND GOVERNANCE GUIDELINES

Transparency, accountability and integrity are not just key elements of good governance, but are fundamental values to the Corporation. To ensure that the Corporation continues to uphold a high standard in governance practices, the Board will:

  a)     

appoint a Governance Committee composed of directors who meet the criteria for independence contained in applicable laws and stock exchange rules and regulations;

   

 
  b)     

clearly articulate what is expected from a director or officer, as applicable, by developing a position description for directors, the Chairman, the Chief Executive Officer and the chair of each Board committee; and

   

 
  c)     

review and assess the adequacy of the Audit Committee, and the Compensation Committee and the Governance Committee mandates, as well as this Mandate, on an annual basis.

   

 
4. BOARD ORGANIZATION
   
4.1 AVAILABILITY

The Corporation will only recruit individuals who have sufficient time and energy to devote to the task of being a director.

4.2 QUALIFICATIONS

The Board will determine Board member qualifications. In doing so, the Board will first determine the competencies and skills the Board as a whole is expected to possess. The Board will then determine what competencies and skills existing directors have, to ensure the capabilities and qualities of each director contribute to the Board’s role in the Corporation.

4.3 COMPOSITION

The Board will consist of directors who represent cosmopolitan personal experiences and backgrounds, particularly amongst the Independent Directors. At a minimum, each director shall have demonstrated the





B-5

highest personal and professional integrity; significant achievement in his or her field; experience and expertise relevant to the Corporation’s business; a reputation for sound and mature business judgment; the commitment to devote the necessary time and effort in order to conduct his or her duties effectively; and, where required, be Financially Literate and/or an Audit Committee Financial Expert.

4.4 SIZE

The Corporation’s articles permit a maximum of 15 directors. To facilitate effective decision-making, the Board believes that the appropriate size of the Board is currently in the range of 6 to 8 directors.

4.5 INDEPENDENT DIRECTORS

The Board will affirmatively determine that the Board is composed of a majority of Independent Directors.

4.6 NOMINATION OF DIRECTORS

Although directors may be nominated to bring special expertise or a point of view to Board deliberations, they are not chosen to represent a particular constituency. The best interests of the Corporation must be paramount at all times. To ensure this, the Board will:

  a)     

appoint a Governance Committee composed of Independent Directors; and

   

 
  b)     

confirm a formal process for selecting directors by the Governance Committee.

   

 
4.7 EXECUTIVE SESSIONS

To encourage and enhance communication among Independent Directors, the Board will hold regularly scheduled meetings at least twice per year at which only Independent Directors are present.

5. BOARD INDEPENDENCE

To promote the effective functioning of the Board and its committees, the Board will:

  a)     

establish committees composed of independent directors (as then defined under applicable securities laws and stock exchange rules for each such committee) and approve their respective mandates and the limits of authority delegated to each committee; and

   

 
  b)     

ensure that, at the Corporation’s expense, the Board and its committees may retain outside legal and other experts where reasonably required or required by applicable securities laws or stock exchange policies to assist and advise the Board and committees in carrying out their duties and responsibilities.

   

 
6. CHAIRMAN

 

  a)     

The Chairman shall be an Independent Director;

   

 
  b)     

The Chairman shall oversee that the Board of Directors discharges its responsibilities, ensure that it evaluates the performance of the Executive Officers of the Corporation objectively and that the Board understands the boundaries between the Board’s responsibilities and those of the Executive Officers;

   

 
  c)     

The Chairman should be able to stand sufficiently back from the day-to-day running of the business of the Corporation to ensure that the Board of Directors is in full control of the affairs of the Corporation and alert to its obligations to the Corporation’s shareholders; and





B-6

  d)     

The Chairman, in collaboration with senior management, shall prepare the agenda for Board meetings.

   

 
7. EVALUATION

The Board will establish appropriate processes for the regular evaluation of the effectiveness and performance of the Board, this Mandate, Board committees, the mandates of each Board committee, individual directors and the position descriptions applicable to each individual director.

8. BOARD COMPENSATION

The Board will review the adequacy and form of directors’ compensation to ensure it realistically reflects the responsibilities and risks involved in being a director. Therefore, the Board will:

  a)     

appoint a Governance Committee composed entirely of Independent Directors; and

   

 
  b)     

approve the Governance Committee’s process and determination of directors’ compensation. This process is outlined in the mandate of the Governance Committee.

   

 
9. ETHICAL BUSINESS CONDUCT

To encourage and promote a culture of ethical business conduct in the Corporation, the Board has adopted a Whistleblower Policy for directors, officers and employees, and monitors compliance with that policy.

10. BOARD’S EXPECTATION OF MANAGEMENT

The Board expects management to act in the best interests of the Corporation. To this end, management will uphold the highest standards of ethical behavior and will create a culture of integrity throughout the Corporation. Management is expected to strive to enhance the financial value and the long-term sustainability of the Corporation.

Adopted by the Board on April 6, 2010 and amended on March 10, 2016, May 23, 2018 and November 1, 2018





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