Exhibit 99.2

 

BRP INC.

NOTICE OF

ANNUAL MEETING OF SHAREHOLDERS

AND

MANAGEMENT PROXY CIRCULAR

 

Annual meeting of shareholders will be held

at 11:00 a.m. (Eastern time)

on June 3^rd, 2022

Letter from the Chair of the Board of Directors and

the President and Chief Executive Officer

April 27, 2022

Dear Shareholders:

On behalf of the Board of Directors, the management, and all employees of BRP Inc. (“BRP”), I am pleased to inform you that our annual shareholders meeting will be held on June 3, 2022 at 11:00 a.m. (Eastern time) in a virtual-only format. The virtual-only format for the meeting will help mitigate health and safety risks to the community, shareholders, employees and other stakeholders. BRP believes that in the circumstances, the use of technology-enhanced shareholder communications will facilitate individual investor participation; thus making the meeting more accessible and engaging for all involved by permitting a broader base of shareholders to participate in the meeting, which is consistent with the goals of the regulators, stakeholders, and others invested in the corporate governance process.

In Fiscal 2022, we built on last year’s momentum and delivered record financial results, reaching the highest level of revenues and Normalized earning per share – basic & diluted in our history. Despite managing through supply chain disruptions, we continued to gain market share in the powersports industry driven by the solid execution of our team, strong consumer demand and manufacturing agility. During the year, we increased production capacity by completing the ramp-up of our Juarez 3 (SSV) and Querétaro (PWC) facilities, effectively adding additional capacity of 50% and 30%, respectively. Furthermore, we introduced several new market shaping products, including the Sea-Doo Switch, the redesigned Can-Am Commander, the Lynx brand in North America and the return of the legendary Ski-Doo Mach Z. Many of these products will expand our addressable market, positioning us well for the future. I would like to thank all our employees for their relentless efforts during this challenging period, our suppliers and dealers for their collaboration and resilience, as well as our customers for their loyalty.

The enclosed notice of the annual meeting of shareholders and management proxy circular provide information on all matters to be acted upon by the shareholders, including information on directors nominated for election, the appointment of the Company’s independent auditor and the Company’s approach to executive compensation. The management proxy circular also provides information on our corporate governance practices.

For more information, please contact our Media Relations, by email at ir@brp.com.

Your vote and participation are very important to us. As holders of our shares, please take the time to review the management proxy circular and provide your vote on the business items of the meeting. Although it will be possible to vote your shares during the virtual meeting, we encourage you to vote your shares in advance of the meeting via the Internet, by phone or by signing, dating and returning the proxy form or voting instruction form which were made available to you, and by following the instructions provided in the management proxy circular.

In closing, I would like to thank Michael Hanley, on behalf of the Board of Directors and the entire BRP team, for his many years of exemplary services as member of the Board of Directors and Lead Director of BRP. After having contributed his expertise and oversight to the Board of Directors for 10 years, Michael is not standing for re-election at the meeting.

We look forward to your participation at our 2022 annual meeting of shareholders and to continuing to report on our progress.

Sincerely,

José Boisjoli

Chair of the Board of Directors, President and Chief Executive Officer

BRP INC.

NOTICE OF 2022 ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual meeting (the “Meeting”) of the holders of subordinate voting shares (the “Subordinate Voting Shares”) and multiple voting shares (the “Multiple Voting Shares” and, together with the Subordinate Voting Shares, the “Shares”) of BRP Inc. (the “Company”) will be held at 11:00 a.m. (Eastern time) on June 3^rd, 2022, via live webcast, to consider and take action on the following matters:

 

(1)

to receive the audited annual consolidated financial statements of the Company for the fiscal year ended January 31, 2022, together with the notes thereto and the report issued by an independent registered public accounting firm (the “Report of Independent Registered Public Accounting Firm”) thereon (see page 17 of the attached management proxy circular dated April 27, 2022 (the “Circular”));

 

(2)

to elect the eleven (11) directors named in the Circular who will serve until the next annual meeting of shareholders or until their successors are elected or appointed (see page 17 of the Circular);

 

(3)

to appoint the independent auditor of the Company (see page 30 of the Circular);

 

(4)

to consider an advisory non-binding resolution on the Company’s approach to executive compensation, as more particularly described in the Circular (see page 32 of the Circular); and

 

(5)

to transact such other business as may properly be brought before the Meeting or any postponement or adjournment thereof.

The Company is holding the Meeting as a completely virtual meeting, which will be conducted via live webcast, where all shareholders regardless of geographic location and equity ownership will have an equal opportunity to participate. Shareholders will not be able to attend the Meeting in person. Registered shareholders and validly appointed proxyholders will be able to attend, participate and vote at the Meeting online at https://web.lumiagm.com/487733544. Non-registered shareholders (being shareholders who hold their Shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary) who have not duly appointed themselves as proxyholder will be able to attend the Meeting only as guests. Guests will be able to listen to the Meeting but will not be able to vote or ask questions.

Registered shareholders and validly appointed proxyholders will also be entitled to submit questions to the Company in advance of the Meeting by e-mail at BRPAGA2022@brp.com, and during the Meeting through the platform available at https://web.lumiagm.com/487733544, which questions will, subject to certain verifications by the Company, be addressed at the Meeting. Questions provided in advance by e-mail must be provided by no later than 11:00 a.m. (Eastern time) on June 1, 2022, or if the Meeting is postponed or adjourned, by no later than 48 hours prior to the time of such postponed or adjourned meeting (excluding Saturdays, Sundays and holidays).

Following the Meeting, the webcast of the Meeting will also be accessible on the Company’s website at www.brp.com until next year’s annual meeting of shareholders.

The Company is using the notice-and-access procedures permitted by Canadian securities laws for the delivery of the Circular, the audited annual consolidated financial statements of the Company for the fiscal year ended January 31, 2022, together with the notes thereto, the independent auditor’s report thereon and the related management’s discussion and analysis, and other related materials of the Meeting (the “Proxy Materials”) to both its registered and non-registered shareholders. Under the notice-and-access procedures, instead of receiving paper copies of the Proxy Materials, shareholders will receive a notice of availability of proxy materials (the “Notice-and-Access Letter”) (which provides information on how to access copies of the Proxy Materials, how to request a paper copy of the Proxy Materials and details about the Meeting). The Notice-and-Access Letter and voting instruction form or form of proxy have been sent to both registered and non-registered shareholders. Notice-and-access substantially reduces the Company’s printing and mailing costs and is more environmentally friendly as it reduces paper and energy consumption.

As a shareholder of the Company, it is very important that you read the Circular and other Proxy Materials carefully. The Circular, which may be accessed on the Company’s website at ir.brp.com and under its profiles on SEDAR at www.sedar.com and EDGAR at www.sec.gov, contains important information with respect to voting your Shares and the matters to be dealt with at the Meeting. Also enclosed is a form of proxy for the Meeting. The audited annual consolidated financial statements of the Company for the fiscal year ended January 31, 2022, together with the notes thereto, the independent auditor’s report thereon and the related management’s discussion and analysis may also be accessed on the Company’s website at ir.brp.com and under its profiles on SEDAR at www.sedar.com and EDGAR at www.sec.gov.

The Company’s board of directors has fixed the close of business on April 20, 2022 as the record date for determining shareholders entitled to receive notice of, and to vote at, the Meeting, or any postponement or adjournment thereof. No person who becomes a shareholder after that time will be entitled to vote at the Meeting or any postponement or adjournment thereof.

As a shareholder of the Company, it is very important that you vote your Shares. If you wish that a person other than the management nominees identified on the form of proxy or voting instruction form attend and participate at the Meeting as your proxy and vote your Shares, including if you are a non-registered shareholder and wish to appoint yourself as proxyholder to participate and vote at the Meeting, you MUST first insert such person’s name in the blank space provided in the form of proxy or voting instruction form or complete another proper form of proxy, and, in either case, return the completed form of proxy by following the instructions described therein. After having submitted your form of proxy or voting instruction form identifying such proxyholder, you MUST also register such proxyholder by visiting http://www.computershare.com/BRP and providing Computershare Investor Services Inc. with your proxyholder’s contact information, so that Computershare Investor Services Inc. may provide the proxyholder with a control number via email. Failure to register the proxyholder by no later than 11:00 a.m. (Eastern time) on June 1, 2022, or if the Meeting is postponed or adjourned, by no later than 48 hours prior to the time of such postponed or adjourned meeting (excluding Saturdays, Sundays, and holidays), will result in the proxyholder not receiving a control number to participate in the Meeting. Without a control number, proxyholders will not be able to participate nor vote at the Meeting, but will be able to attend as guests. If you are a non-registered shareholder located in the United States and wish to be able to participate and vote at the Meeting or, if permitted, appoint a third party as your proxyholder, in addition to the steps described above, you must obtain a valid legal proxy from your intermediary and submit such legal proxy to Computershare. For more details, see the section “Appointment of a Third Party as Proxy” of the Circular.

Proxies must be submitted to Computershare Investor Services Inc. no later than 11:00 a.m. (Eastern time) on June 1, 2022, or if the Meeting is postponed or adjourned, by no later than 48 hours prior to the time of such postponed or adjourned meeting (excluding Saturdays, Sundays, and holidays). Non-registered shareholders should carefully follow the instructions of their intermediaries to ensure that their Shares are voted at the Meeting in accordance with such shareholder’s instructions.

Shareholders are invited to attend the Meeting remotely via live webcast at 11:00 a.m. (Eastern Time) on June 3^rd, 2022, by following the instructions above, as the Company will also report on its business results for the fiscal year ended January 31, 2022.

Dated at Valcourt, Québec, this 27^th day of April 2022.

By order of the board of directors,

 

Martin Langelier

Senior Vice-President, General Counsel and Public Affairs

BRP INC.

MANAGEMENT PROXY CIRCULAR

TABLE OF CONTENTS

 

		Page
GENERAL INFORMATION			7
Forward-Looking Statements			7
Voting Information			9
Voting Shares Outstanding and Principal Shareholders			15
BUSINESS OF THE MEETING			17
Election of Directors			17
Appointment of Independent Auditor			30
Say-on-Pay Advisory Resolution on Approach to Executive Compensation			32
COMPENSATION OF DIRECTORS			34
EXECUTIVE COMPENSATION — DISCUSSION AND ANALYSIS			37
Executive Compensation Philosophy and Objectives			37
Role and Accountabilities of the Human Resources and Compensation Committee			38
Compensation Consulting Services			39
Market Positioning and Benchmarking			39
Compensation Philosophy and Elements of Compensation			40
Share Ownership Requirements			46
Hedging / Anti-Hedging Policy			47
Clawback Policy			47
Compensation Risk Management			48
Performance Results			49
Summary Compensation Table			50
Incentive Plan Awards			51
Securities Authorized for Issuance under Equity Compensation Plans			52
Stock Option Plan			53
Pension Plan Benefits			56
Termination and Change of Control Benefits			59
DISCLOSURE OF CORPORATE GOVERNANCE PRACTICES			62
Board of Directors			62
Position Descriptions			64
Board of Directors Committees			65
Orientation and Continuing Education			68
Code of Ethics			69
Diversity, Equity and Inclusion			70
Nomination Rights Agreement			72
Majority Voting Policy			73
Advance Notice Requirements for Director Nominations			74
Indemnification and Insurance			74
ADDITIONAL INFORMATION			75
Indebtedness of Directors and Executive Officers			75
Interest of Certain Persons and Companies in Matters to be Acted Upon			75
Interest of Informed Persons in Material Transactions			75
Reimbursement to Bombardier Inc., a company related to Beaudier Group			75
Normal Course Issuer Bid			75
Substantial Issuer Bid			76
Available Information			76
Shareholder Proposals for Next Annual Meeting of Shareholders			76
Approval by Directors			76

GENERAL INFORMATION

This management proxy circular (the “Circular”) is fursished in connection with the solicitation by management of BRP Inc. (“BRP” or the “Company”) of proxies for use at the annual meeting of shareholders of the Company (the “Meeting”) to be held on June 3, 2022 at 11:00 a.m. (Eastern time), or any postponements or adjournments thereof, and for the purposes set forth in the accompanying notice of 2022 annual meeting of shareholders (the “Notice of Meeting”).

The Meeting will be held as a completely virtual meeting, which will be conducted via live webcast. Shareholders will not be able to attend the Meeting in person. A summary of the information shareholders will need to join the Meeting online is provided below.

Unless otherwise noted or the context otherwise requires, all information provided in this Circular is given as at April 20, 2022 and references to the “Company” and “BRP” refer to BRP Inc., its direct and indirect subsidiaries, predecessors and other entities controlled by them. Unless otherwise indicated, all references to “$” or “dollars” in this Circular refer to Canadian dollars.

No person has been authorized to give any information or to make any representation in connection with any other matters to be considered at the Meeting other than those contained in this Circular and, if given or made, any such information or representation must not be relied upon as having been authorized.

Forward-Looking Statements

Certain statements in this Circular about the Company’s current and future plans, including statements relating to expectations, anticipations, estimates and intentions, results, levels of activity, performance, objectives, targets, goals, achievements, projected design, characteristics, capacity or performance of future products and their expected scheduled entry to market, or any other future events or developments and other statements in this Circular that are not historical facts constitute forward-looking statements within the meaning of applicable securities laws. The words “may”, “will”, “would”, “should”, “could”, “expects”, “forecasts”, “plans”, “intends”, “trends”, “indications”, “anticipates”, “believes”, “estimates”, “outlook”, “predicts”, “projects”, “likely” or “potential” or the negative or other variations of these words or other comparable words or phrases, are intended to identify forward-looking statements.

Forward-looking statements are presented for the purpose of assisting readers in understanding certain key elements of the Company’s current objectives, goals, targets, strategic priorities, expectations and plans, and in obtaining a better understanding of the Company’s business and anticipated operating environment. Readers are cautioned that such information may not be appropriate for other purposes; readers should not place undue reliance on forward-looking statements contained herein. Forward-looking statements, by their very nature, involve inherent risks and uncertainties and are based on a number of assumptions, both general and specific, made by the Company in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors that the Company believes are appropriate and reasonable in the circumstances. The Company cautions that there can be no assurance that such its assumptions will prove to be correct or that the Company’s business guidance, objectives, plans may not materialize, and strategic priorities will be achieved. The current economic conditions, including the current uncertainty resulting from the ongoing COVID-19 health crisis and its broader repercussions on the global economy, may render such assumptions, although believed reasonable at the time they were made, subject to greater uncertainty. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors which may cause the actual results or performance of the Company or the industry to be materially different from the outlook or any future results or performance implied by such statements.

In addition, many factors could cause the Company’s actual results, level of activity, performance, achievements, future events, developments or affairs to differ materially from those expressed or implied

 

 

 

7

2022 Proxy Circular

by the forward-looking statements, including, without limitation, the following factors, which are discussed in greater details in the “Risk Factors” section of the Company’s annual information form dated March 24, 2022 (the “AIF”), in respect of the fiscal year ended January 31, 2022 (“Fiscal 2022”): the impact of adverse economic conditions such as those resulting from the ongoing coronavirus (known as COVID-19) health crisis (including on consumer spending, the Company’s operations and supply and distribution chains, the availability of credit and the Company’s workforce); any decline in social acceptability of the Company’s products; fluctuations in foreign currency exchange rates; high levels of indebtedness; any unavailability of additional capital; unfavourable weather conditions and climate change more generally; seasonal sales fluctuations; any inability to comply with product safety, health, environmental and noise pollution laws; the Company’s large fixed cost base; any inability of dealers and distributors to secure adequate access to capital; any supply problems, termination or interruption of supply arrangements or increases in the cost of materials; the Company’s competition in product lines; the Company’s inability to successfully execute its growth strategy; the Company’s international sales and operations, any failure of information technology systems or security breach; any failure to maintain an effective system of internal control over financial reporting and to produce accurate and timely financial statements; any loss of members of the Company’s management team or employees who possess specialized market knowledge and technical skills; any inability to maintain and enhance the Company’s reputation and brands; any significant product liability claim; any significant product repair and/or replacement due to product warranty claims or product recalls; the Company’s reliance on a network of independent dealers and distributors; the Company’s inability to successfully manage inventory levels; any intellectual property infringement and litigation; the Company’s inability to successfully execute its manufacturing strategy or to meet customer demand as a result of manufacturing capacity constraints; increased freight and shipping costs or disruptions in transportation and shipping infrastructure; any failure to comply with covenants in financing and other material agreements; any changes in tax laws and unanticipated tax liabilities; any impairment in the carrying value of goodwill and trademarks; any deterioration in relationships with employees; pension plan liabilities; natural disasters; any failure to carry proper insurance coverage; volatility in the market price for the Subordinate Voting Shares; the Company’s conduct of business through subsidiaries; the significant influence of Beaudier Group and Bain Capital (both defined below); and future sales of Subordinate Voting Shares by Beaudier Group, Bain Capital, directors, officers or senior management of the Company. These factors are not intended to represent a complete list of the factors that could affect the Company; however, these factors should be considered carefully. Unless otherwise stated, the forward-looking statements contained in this Circular are made as of the date of this Circular, and the Company has no intention and undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, changes in circumstances or beliefs or otherwise, unless required by applicable securities regulations. In the event that the Company does update any forward-looking statements contained in this Circular, no inference should be made that the Company will make additional updates with respect to that statement, related matters or any other forward-looking statement.

IFRS and Non-IFRS Measures

The Company’s financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), and this Circular makes reference to certain non-IFRS financial measures. These measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement IFRS measures by providing further understanding of the Company’s results of operations from management’s perspective. Accordingly, they should not be considered in isolation nor as a substitute for analysis of the Company’s financial information reported under IFRS.

The Company believes non-IFRS measures are important supplemental measures of financial performance because they eliminate items that have less bearing on the Company’s financial performance and thus highlight trends in its core business that may not otherwise be apparent when relying solely on IFRS measures. The Company also believes that securities analysts, investors and other interested parties frequently use non-IFRS measures in the evaluation of companies, many of which present similar metrics when reporting their results. Management also uses non-IFRS measures in order to facilitate financial

 

 

 

8

2022 Proxy Circular

performance comparisons from period to period, prepare annual operating budgets, assess the Company’s ability to meet its future debt service, capital expenditure and working capital requirements, and also, as a component in the determination of the short-term incentive compensation for the Company’s employees. Because other companies may calculate these non-IFRS measures differently than the Company does, these metrics are not comparable to similarly titled measures reported by other companies. “Normalized EBITDA” is defined as net income before financing costs, financing income, income tax expense (recovery), depreciation expense and normalized elements, as described in the Company’s management’s discussion and analysis for Fiscal 2022 (the “2022 MD&A”), such as transaction costs, restructuring costs and impairment charges. “Normalized net income” is defined as net income before normalized elements described in the 2022 MD&A, such as foreign exchange gain on long-term debt and lease liabilities, transaction costs and restructuring costs, and adjusted to reflect the tax effect on these elements. “Normalized earnings per share – basic & diluted” is obtained, respectively, by dividing the Normalized net income by the weighted average number of shares – basic and the weighted average number of shares – diluted. The Company refers the reader to the “Non-IFRS Measures” and “Selected Consolidated Financial Information” sections of the 2022 MD&A, which are incorporated by reference herein, for definitions and reconciliations of Normalized EBITDA, Normalized net income and Normalized earnings per share – basic & diluted presented by the Company to the most directly comparable IFRS measure. The Company’s 2022 MD&A, financial statements and AIF are available under the Company’s profiles on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

Voting Information

The following questions and answers provide guidance on how to vote your subordinate voting shares (the “Subordinate Voting Shares”) and/or multiple voting shares (the “Multiple Voting Shares” and, together with the Subordinate Voting Shares, the “Shares”) of the Company.

 

 

How do I access Meeting materials?

 

All Meeting materials have been posted on the Company’s website at www.ir.brp.com and are also available under the Company’s profiles on SEDAR at www.sedar.com and EDGAR at www.sec.gov.

 

 

Who is soliciting my proxy?

 

Management of the Company is soliciting your proxy. It is expected that the solicitation will be made primarily by mail and by Internet, but proxies may also be solicited by telephone, in writing or in person, by directors, officers or employees of the Company and its subsidiaries who will receive no other compensation therefore other than their regular remuneration. The Company may also reimburse brokers and other persons holding Shares in their name or in the name of nominees for the costs incurred in sending Proxy Materials to their principals in order to obtain their proxies. Such costs are expected to be nominal.

 

 

Who can vote?

 

Only persons registered as holders of Subordinate Voting Shares and/or Multiple Voting Shares on the books of the Company as of the close of business on April 20, 2022 (the “Record Date”) are entitled to receive notice of, and to vote at, the Meeting or any postponement or adjournment thereof, and no person becoming a shareholder after the Record Date shall be entitled to receive notice of, and to vote at, the Meeting or any postponement or adjournment thereof. The failure of any shareholder to receive notice of the Meeting does not deprive the shareholder of the right to vote at the Meeting to which the shareholder would have otherwise been entitled.

 

 

What will I be voting on?

 

Holders of Shares will be voting:

 

 

 

9

2022 Proxy Circular

•

to elect the directors of the Company who will serve until the next annual meeting of shareholders or until their successors are elected or appointed (see page 17 of the Circular);

 

•

to appoint the independent auditor of the Company (see page 30);

 

•

to consider an advisory non-binding resolution on the Company’s approach to executive compensation, as more particularly described in the Circular (see page 32 of the Circular); and

 

•

to transact such other business as may properly be brought before the Meeting or any postponement or adjournment thereof.

 

 

How will these matters be decided at the Meeting?

 

A simple majority of the votes cast, in person or by proxy, by the holders of Subordinate Voting Shares and Multiple Voting Shares, voting together as a single class, will constitute approval of each of the matters specified in this Circular.

For details regarding the Company’s majority voting policy with respect to the election of directors, see “Disclosure of Corporate Governance Practices - Majority Voting Policy”.

 

 

What is the necessary quorum for the Meeting?

 

A quorum of shareholders is present at a meeting of shareholders if the holders of not less than twenty-five percent (25%) of the shares entitled to vote at the meeting are present online or represented by proxy.

 

 

How many votes do I have?

 

The Subordinate Voting Shares are “restricted securities” within the meaning of such term under applicable Canadian securities laws in that they do not carry equal voting rights with the Multiple Voting Shares.

Each Multiple Voting Share carries the right to six votes and each Subordinate Voting Share carries the right to one vote. In the aggregate, all of the voting rights associated with the Subordinate Voting Shares represented, as at April 20, 2022, 12.9% of the voting rights attached to all of the issued and outstanding Shares.

The Subordinate Voting Shares are not convertible into any other class of shares. Each outstanding Multiple Voting Share may at any time, at the option of the holder, be converted into one Subordinate Voting Share. Upon the first date that any Multiple Voting Share shall be held other than by a Permitted Holder (as such term is defined in the Company’s articles), such holder, without any further action, shall automatically be deemed to have exercised his, her or its rights to convert all of the Multiple Voting Shares held by such holder into fully paid and non-assessable Subordinate Voting Shares, on a share for share basis.

In addition, all Multiple Voting Shares, regardless of the holder thereof, will convert automatically into Subordinate Voting Shares at such time as Permitted Holders that hold Multiple Voting Shares no longer hold and own, collectively, directly or indirectly, more than 15% of the beneficial ownership interests in the aggregate number of outstanding Multiple Voting Shares and Subordinate Voting Shares (it being understood that the number of Multiple Voting Shares shall be added to the number of Subordinate Voting Shares for the purposes of such calculation).

Under applicable Canadian law, an offer to purchase Multiple Voting Shares would not necessarily require that an offer be made to purchase Subordinate Voting Shares. In accordance with the rules of the Toronto Stock Exchange (the “TSX”) designed to ensure that, in the event of a take-over bid, the holders of Subordinate Voting Shares will be entitled to participate on an equal footing with holders of Multiple

 

 

 

10

2022 Proxy Circular

Voting Shares, Beaudier Inc. (“Beaudier”), 4338618 Canada Inc. (“4338618” and, together with Beaudier, the “Beaudier Group”), Bain Capital Luxembourg Investments S.à.r.l. (which subsequently assigned its rights thereunder to Bain Integral Investors II, L.P (“Bain”)) and Caisse de dépôt et placement du Québec (“CDPQ” and, together with Beaudier Group and Bain, the “Principal Shareholders”), as the holders of all the outstanding Multiple Voting Shares as at May 29, 2013, entered into a coattail agreement dated May 29, 2013 with the Company and Computershare Trust Company of Canada (the “Coattail Agreement”). The Coattail Agreement contains provisions customary for dual class, TSX listed companies designed to prevent transactions that otherwise would deprive the holders of Subordinate Voting Shares of rights under applicable provincial take-over bid legislation to which they would have been entitled if the Multiple Voting Shares had been Subordinate Voting Shares. Additional information relating to the Coattail Agreement can be found in the Company’s annual information form available on the Company’s website at ir.brp.com and under its profiles on SEDAR at www.sedar.com and EDGAR at www.sec.gov.

 

 

Who can I call with questions?

 

If you have questions about the information contained in this Circular or require assistance in completing your form of proxy, please contact Computershare Investor Services Inc. (“Computershare”), the Company’s transfer agent, toll-free at 1-800-564-6253, or by mail at:

Computershare Investor Services Inc.

100 University Avenue

8^th Floor

Toronto, Ontario M5J 2Y1

Registered shareholders and validly appointed proxyholders will be entitled to submit questions electronically to the Company in advance of the Meeting by e-mail at BRPAGA2022@brp.com, and during the Meeting through the platform available at https://web.lumiagm.com/487733544, which questions will, subject to certain verifications by the Company, be addressed at the Meeting. Questions provided in advance by e-mail must be provided by no later than 11:00 a.m. (Eastern time) on June 1, 2022, or if the Meeting is postponed or adjourned, by no later than 48 hours prior to the time of such postponed or adjourned meeting (excluding Saturdays, Sundays and holidays).

 

 

Am I a registered shareholder or non-registered shareholder?

 

You are a registered holder if your Shares are registered directly in your name with Computershare. Such Shares are generally evidenced by a share certificate or direct registration statement.

You are a non-registered shareholder if your Shares are held in the name of a depositary or a nominee such as a trustee, financial institution, or securities broker. Non-registered shareholders should carefully follow the instructions of their intermediaries to ensure that their Shares are voted at the Meeting in accordance with such shareholder’s instructions.

 

 

How do I attend the Meeting?

 

The Company is holding the Meeting as a completely virtual meeting, which will be conducted via live webcast. Shareholders will not be able to attend the Meeting in person.

To attend the Meeting online:

 

•

Check in online at https://web.lumiagm.com/487733544. We recommend that you log in at least one hour before the Meeting starts. The Meeting will begin promptly at 11:00 a.m. (Eastern time) on June 3rd, 2022, unless otherwise adjourned or postponed.

 

•

Click “I have a login” and then enter your control number and the password “brp2022” (case sensitive).

 

 

 

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2022 Proxy Circular

(a) Registered shareholders: The control number located on the form of proxy or in the email notification you received is your control number.

(b) Duly appointed proxyholders: Computershare will provide the proxyholder with a control number by e-mail after the deadline of June 1, 2022 has passed (or if the Meeting is postponed or adjourned, within the 48 hours prior to the time of such postponed or adjourned meeting, excluding Saturdays, Sundays and holidays) and after the proxyholder has been duly appointed AND registered as described in “Appointment of a Third Party as Proxy” below.

OR

 

•

Click “Guest” and then complete the online form.

Anyone joining the Meeting as “guest”, including non-registered shareholders who have not duly appointed themselves as their proxy, will be able to listen to the Meeting but will not be ale to vote or ask questions. Registered shareholders and duly appointed proxyholders, including non-registered shareholders who have duly appointed themselves as their proxy, who are joining the Meeting at https://web.lumiagm.com/487733544 by following the steps above, will be able to participate and ask questions in real time as well as vote at the appropriate times during the Meeting. See “Appointment of a Third Party as Proxy” below for additional information on voting at the Meeting, appointing yourself as a proxyholder and, where applicable, registering with Computershare.

If you attend the Meeting online, it is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. You will need the latest versions of Chrome, Safari, Edge or Firefox (please do not use any other application as they may not be compatible with the platform used for the Meeting). Internal network security protocols including firewalls and VPN connections may block access to the online platform. If you are experiencing any difficulty connecting to the Meeting, ensure your VPN setting is disabled or use a computer on a network not restricted to security settings of your organization. It is your responsibility to ensure connectivity for the duration of the Meeting. You should allow ample time to check into the Meeting online and complete the related procedure.

Following the Meeting, the webcast of the Meeting will also be accessible on the Company’s website at www.brp.com until next year’s annual meeting of shareholders.

 

 

How do I vote?

 

 

1.

Voting by proxy before the Meeting

You may vote before the Meeting by completing your form of proxy or voting instruction form in accordance with the instructions provided therein. Non-registered shareholders should also carefully follow all instructions provided by their intermediaries to ensure that their Shares are voted at the Meeting.

The persons named in the form of proxy provided, namely Messrs. José Boisjoli and Martin Langelier, are respectively Chair of the Board of Directors, President and Chief Executive Officer and Senior Vice-President, General Counsel and Public Affairs of the Company. However, as further described herein, you may choose another person to act as your proxyholder, including someone who is not a holder of Shares of the Company, by inserting another person’s name in the blank space provided in the enclosed form of proxy or by completing another proper form of proxy.

Registered shareholders may vote by proxy as follows: by mail, fax, telephone, or over the Internet on Computershare’s proxy voting website.

 

 

 

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2022 Proxy Circular

Submitting a proxy by mail, fax, e-mail or through Computershare’s website are the only methods by which a registered shareholder may appoint a person other than the members of the management of the Company named on the form of proxy as proxyholder.

Mail or Fax

Registered shareholders electing to submit a proxy by mail or fax must complete, date and sign the form of proxy. It must then be returned to the Company’s transfer agent, Computershare, either in the postage pre-paid return envelope provided or by fax at 1-866-249-7775 (for shareholders in Canada and in the United States) or at (416) 263-9524 (for shareholders outside Canada and the United States), no later than 11:00 a.m. (Eastern time) on June 1, 2022.

Telephone

Registered shareholders electing to submit a proxy by telephone must do so by using a touchtone telephone. The telephone number to call for shareholders in Canada and in the United States is 1-866-732-VOTE (8683). For shareholders outside Canada and the United States, the telephone number to call is 312-588-4290. Shareholders must follow the instructions, use the form of proxy received from the Company and provide the 15-digit control number located on the form of proxy. Instructions are then conveyed by use of the touchtone selections over the telephone.

Internet

Registered shareholders electing to submit a proxy over the Internet must access the following website: www.investorvote.com.

Registered shareholders must then follow the instructions and refer to the form of proxy received from the Company which contains a 15-digit control number located on the form of proxy. Voting instructions are then conveyed electronically by the shareholder over the Internet.

If you are a non-registered shareholder, you should also carefully follow the instructions provided by your intermediary to ensure that your Shares are voted at the Meeting in accordance with your instructions.

2. Voting at the Meeting

Registered shareholders may vote at the Meeting by completing a ballot online during the Meeting, as further described above. See “How do I attend the Meeting?”.

Non-registered shareholders who have not duly appointed themselves as proxyholder will not be able to participate nor vote at the Meeting, but will be able to attend as guests. This is because the Company and its transfer agent do not have a record of the non-registered shareholders of the Company, and, as a result, will have no knowledge of your shareholdings or entitlement to vote, unless you appoint yourself as proxyholder. If you are a non-registered shareholder and wish to vote at the Meeting, you have to appoint yourself as proxyholder, by inserting your own name in the space provided on the voting instruction form sent to you and must follow all of the applicable instructions provided by your intermediary. You must also register as a proxyholder by visiting www.computershare.com/brp by 11:00 a.m. (Eastern time) on June 1, 2022 and provide Computershare with your contact information, so that Computershare may provide you with a control number via email.

In addition, if you are a non-registered shareholder located in the United States and wish to vote at the Meeting, if permitted, you must also submit your legal proxy to Computershare.

See “Appointment of a Third Party as Proxy” and “How do I attend the Meeting?”.

 

 

 

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2022 Proxy Circular

 

How will my proxyholder vote?

 

The persons named in the form of proxy provided, namely Messrs. José Boisjoli and Martin Langelier, are respectively Chair of the Board of Directors, President and Chief Executive Officer and Senior Vice-President, General Counsel and Public Affairs of the Company. However, as further described herein, you may choose another person to act as your proxyholder, including someone who is not a shareholder of the Company, by inserting another person’s name in the blank space provided in the form of proxy or voting instruction form and following the other applicable steps described in “Appointment of a Third Party as Proxy” below.

On the form of proxy, you may indicate either how you want your proxyholder to vote your Shares, or you can let your proxyholder decide for you. If you have specified on the form of proxy how you want your Shares to be voted on a particular matter (by marking FOR or WITHHOLD), then your proxyholder must vote your Shares accordingly.

If you have not specified on the form of proxy how you want your Shares to be voted on a particular matter, then your proxyholder can vote your Shares as he or she sees fit.

Unless contrary instructions are provided, the voting rights attached to the Multiple Voting Shares and/or Subordinate Voting Shares represented by proxies received by the management of the Company will be voted:

 

•

FOR the election of all the nominees proposed as directors; and

 

•

FOR the appointment of Deloitte LLP as independent auditor of the Company and authorizing the Board of Directors to fix their remuneration; and

 

•

FOR the adoption of the advisory non-binding resolution on the Company’s approach to executive compensation (the “Say-on-Pay Advisory Resolution”).

The enclosed form of proxy gives the persons named in it the authority to use their discretion in voting on amendments or variations to matters identified in the Notice of Meeting. As of the date of this Circular, the management of the Company is not aware of any other matter to be presented at the Meeting. If, however, other matters properly come before the Meeting, the persons named in the enclosed form of proxy will vote on them in accordance with their judgment, pursuant to the discretionary authority conferred upon them by the form of proxy with respect to such matters.

 

 

Appointment of a Third Party as Proxy

 

The following applies to shareholders who wish to appoint a person (a “third party proxyholder”) other than the management nominees set forth in the form of proxy or voting instruction form as proxyholder, including non-registered shareholders who wish to appoint themselves as proxyholder to be able to participate and vote at the Meeting.

Shareholders who wish to appoint a third party proxyholder to attend and participate at the Meeting as their proxy and vote their Shares MUST submit their proxy or voting instruction form (as applicable) appointing such third party proxyholder AND register the third party proxyholder, as described below. Registering your proxyholder is an additional step to be completed AFTER you have submitted your proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a control number that is required to participate and vote at the Meeting. These two steps are further detailed below:

Step 1: Submit your proxy or voting instruction form: To appoint a third party proxyholder, insert such person’s name in the blank space provided in the form of proxy or voting instruction

 

 

 

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2022 Proxy Circular

form (if permitted) and follow the instructions for submitting such form of proxy or voting instruction form. This must be completed prior to registering such proxyholder, which is an additional step to be completed once you have submitted your form of proxy or voting instruction form.

Step 2: Register your proxyholder: To register a proxyholder, shareholders MUST visit www.computershare.com/brp by 11:00 a.m. (Eastern time) on June 1, 2022 and provide Computershare with the required proxyholder contact information, so that Computershare may provide the proxyholder with a control number via email. Without a control number, proxyholders will not be able to participate nor vote at the Meeting.

If you are a non-registered shareholder located in the United States and wish to be able to participate and vote at the Meeting or, if permitted, appoint a third party as your proxyholder, in addition to the steps described above, you must obtain a valid legal proxy from your intermediary. Follow the instructions from your intermediary included with the legal proxy form and the voting information form sent to you, or contact your intermediary to request a legal proxy form or a legal proxy if you have not received one. After obtaining a valid legal proxy from your intermediary, you must then submit such legal proxy to Computershare. Requests for registration from non-registered shareholders located in the United States that wish to attend, participate or vote at the Meeting or, if permitted, appoint a third party as their proxyholder must be sent by e-mail or by courier to: service@computershare.com (if by e-mail), or Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1 (if by courier), and in both cases, must be labeled as “legal proxy” and received by no later than 11:00 a.m. (Eastern time) on June 1, 2022.

 

 

How can I revoke my proxy?

 

If you are a registered shareholder, you may revoke your proxy at any time before it is acted upon in any manner permitted by law, including by stating clearly, in writing, that you wish to revoke your proxy and by delivering this written statement to Computershare, no later than the last business day before the day of the Meeting, or to the Chair of the Meeting on the day of the Meeting or any postponement or adjournment thereof.

If you are a non-registered shareholder and wish to revoke previously provided voting instructions, you should follow carefully the instructions provided by your intermediary.

If you have followed the process for participating and voting at the Meeting online, voting at the Meeting online will revoke your previous proxy.

Voting Shares Outstanding and Principal Shareholders

The Company’s authorized share capital consists of an unlimited number of Multiple Voting Shares and Subordinate Voting Shares and an unlimited number of preferred shares issuable in series. As of April 20, 2022, there were 38,108,261 Subordinate Voting Shares and 42,954,979 Multiple Voting Shares issued and outstanding, and no preferred shares were issued and outstanding. Under the Company’s articles, each Subordinate Voting Share carries the right to one vote and each Multiple Voting Shares carries the right to six votes.

The following table discloses the names of the persons or companies who, to the knowledge of the Company, as of April 20, 2022 beneficially owned, or controlled or directed, directly or indirectly, more than 10% of any class or series of the voting securities of the Company:

 

 

 

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2022 Proxy Circular

Name		Number of     Multiple Voting     Shares Owned		Percentage of Outstanding Multiple Voting Shares		Number of Subordinate Voting Shares Owned		Percentage of Outstanding Subordinate Voting Shares		Percentage of Outstanding Shares		Percentage of     Total Voting Power
Bain(1)		15,796,615		36.8%		—		—		19.5%		32.0%
Beaudier Group
Beaudier(2)		13,407,688		31.2%		—		—		16.5%		27.2%
4338618(3)		8,937,848		20.8%		—		—		11.0%		18.1%
CDPQ(4)		4,812,828		11.2%		—		—		5.9%		9.8%
Fidelity(5)		—		—		4,027,329		10.6%		5.0%		1.4%
Mackenzie(6)		—		—		4,780,502		12.5%		5.9%		1.6%

 

 

(1)

Represents shares held by Bain, whose general partner is Bain Capital Investors, LLC (“BCI”). As a result, BCI may be deemed to share voting and dispositive power with respect to the shares held by Bain. The address of BCI is c/o Bain Capital Private Equity, LP, 200 Clarendon Street, Boston, MA 02116. The address of Bain is Ugland House, Church Street, Georgetown KY1-1104 Cayman islands.

 

(2)	Beaudier is a portfolio holding company of the Beaudoin family and is controlled by Mr. Laurent Beaudoin, former director and current Chairman Emeritus of the Board of Directors, and his wife Mrs. Claire Bombardier Beaudoin, through holding companies which they control.

 

(3)

4338618 is a portfolio holding company which is owned by Mrs. Janine Bombardier, Mrs. Huguette B. Fontaine and Mr. J.R. André Bombardier, through respective holding companies which they control and, in the case of Mrs. Janine Bombardier, a trust to her benefit and the benefit of her issue. Mr. Charles Bombardier, the son of Mr. J.R. André Bombardier is currently a director of the Company and will be standing for re-election at the Meeting.

 

(4)	CDPQ is a long-term institutional investor that manages funds primarily for public and parapublic pension and insurance plans. CDPQ invests these funds globally and across different asset classes namely, equity markets, private equity, infrastructure, real estate and fixed income.

 

(5)

Based upon an alternative monthly report dated April 9, 2021. Represents shares held by Fidelity Management & Research Company LLC, Fidelity Management Trust Company, Strategic Advisers LLC, Crosby Advisors LLC, FIAM LLC, Fidelity Institutional Asset Management Trust Company, Fidelity Investments Canada ULC and FIL Limited, (collectively, “Fidelity”).

 

(6)	Based upon an alternative monthly report dated October 4, 2021. Represents shares held by Mackenzie Financial Corporation (“Mackenzie”).

 

 

 

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2022 Proxy Circular

BUSINESS OF THE MEETING

Shareholders will be asked to consider and vote on the following matters at the Meeting:

 

●

the election of the directors of the Company who will serve until the next annual meeting of shareholders or until their successors are elected or appointed (see page 17 of the Circular);

 

●

the appointment of the independent auditor of the Company (see page 30 of the Circular);

 

●

to consider the Say-on-Pay Advisory Resolution, as more particularly described in the Circular (see page 32 of the Circular); and

 

●

such other business as may properly be brought before the Meeting or any adjournment thereof.

The audited annual consolidated financial statements of the Company for Fiscal 2022, along with the notes thereto and the Report of Independent Registered Public Accounting Firm thereon, will be submitted at the Meeting, but no vote thereon is required or expected. These audited annual consolidated financial statements, together with the related management’s discussion and analysis, are available under the Company’s profiles on SEDAR at www.sedar.com and on EDGAR at www.sec.gov and on the Company’s website at ir.brp.com.

Election of Directors

The Company’s articles provide that its board of directors (the “Board of Directors”) shall consist of not less than three (3) and not more than fifteen (15) directors. The Company’s directors are elected annually at the annual meeting of shareholders, except that the Board of Directors can appoint directors in certain circumstances between annual meetings. Each director is expected to hold office until the next annual meeting of shareholders or until his or her successor is elected or appointed.

Mr. Michael Hanley will not be standing for re-election as a director. Information relating to Mr. Hanley is therefore not presented alongside with the information regarding the proposed director nominees, but given that he will act as a director up to the Meeting, information about him can be found in other sections of this Circular, including under the section “Disclosure of Corporate Governance Practices”. During Fiscal 2022, he attended all six (6) of the meetings of the Board of Directors and all five (5) of the meetings of the Audit Committee. He therefore has an attendance rate of 100%.

The Board of Directors is currently comprised of twelve (12) directors and it is proposed that eleven (11) directors be elected at the Meeting. The persons identified in the section “Description of Proposed Director Nominees” will be nominated for election as directors at the Meeting. All such nominees are presently directors of the Company. Shareholders may vote for each proposed director nominee individually.

The Board of Directors adopted a majority voting policy providing that in “uncontested election” of directors, any nominee who receives a greater number of votes “withheld” than votes “for” his or her election will promptly tender his or her resignation to the Chair of the Board of Directors for consideration. Absent exceptional circumstances, the Board of Directors will accept the resignation. A press release disclosing the Board of Directors’ determination (and the reasons for rejecting the resignation, if applicable) shall be issued within 90 days following the date of the meeting of shareholders. A copy of such press release shall be sent concurrently to the TSX. The resignation will become effective when accepted by the Board of Directors. For details regarding the Company’s majority voting policy with respect to the election of directors, see “Disclosure of Corporate Governance Practices - Majority Voting Policy”.

Pursuant to the nomination rights agreement entered into on May 29, 2013 between the Company and the Principal Shareholders (the “Nomination Rights Agreement”), each of Bain, Beaudier Group and

 

 

 

17

2022 Proxy Circular

CDPQ are entitled to designate three, three and one member(s) of the Board of Directors, respectively. The current member(s) of the Board of Directors so designated are Messrs. Joshua Bekenstein and Nicholas Nomicos for Bain, Messrs. Pierre Beaudoin, Charles Bombardier and Louis Laporte for the Beaudier Group, and Ms. Estelle Métayer for CDPQ. Bain elected not to designate a third board member for election at the Meeting. See “Disclosure of Corporate Governance Practices – Nomination Rights Agreement”.

Unless a proxy specifies that the Shares it represents should be withheld from voting in respect of the election of one or more directors or voted in accordance with the specification in the proxy, the persons named in the form of proxy intend to vote FOR the election of each of the nominees listed in this Circular.

Management of the Company does not expect that any of the nominees will be unable, or for any reason, will become unwilling, to stand for election as director at the Meeting. However, if, for any reason, at or before the time of the Meeting, any of the nominees becomes unable to serve and unless otherwise specified, it is intended that the persons designated in the form of proxy will vote in their discretion for a substitute nominee or nominees.

 

 

 

18

2022 Proxy Circular

Description of Proposed Director Nominees

 

PIERRE BEAUDOIN

Director

Age: 59   Québec, Canada   Not independent(1)   Director since 2019   2021 Voting Results For: 95.10% Withheld: 4.90%

Mr. Beaudoin is a corporate director. Mr. Beaudoin joined the Marine Products division of Bombardier Inc. in 1985. In October 1990, he was appointed Vice-President, Product Development of the Sea-Doo/Ski-Doo division. In 1992, he was appointed Executive Vice-President of the Sea-Doo/Ski-Doo division and became President of Bombardier Inc. in January 1994. In April 1996, he was promoted to President and Chief Operating Officer of Bombardier Recreational Products. In February 2001, he was appointed President of Bombardier Aerospace Services Limited, Business Aircraft and he became President and Chief Operating Officer of Bombardier Aerospace Services Limited in October of the same year. On December 13, 2004, in addition to his duties as President and Chief Operating Officer of Bombardier Aerospace Services Limited, he was appointed Executive Vice-President of Bombardier Inc. and became a member of the board of directors of Bombardier Inc. On June 4, 2008, he was appointed President and Chief Executive Officer of Bombardier Inc. and served until 2015. He became Executive Chairman of the board of directors of Bombardier Inc. in February 2015 and Chairman of the board of directors in July 2017. He is a member of the board of directors of Power Corporation of Canada.

Board/Committee Membership

Attendance

Other Public Board Membership

Board of Directors

6/6

Entity

Since

Human Resources & Compensation Committee

5/5

Power Corporation of Canada

2005

Bombardier Inc.

2004

Nominating

Governance and

5/5

Social Responsibility

Committee

Total:       100%

Value of Total Compensation Received as Director(2)

Fiscal 2022:

$217,280

 

Securities Held as of January 31, 2022(3)
Subordinate Voting Shares (#)		Market Value of Subordinate Voting Shares ($)		Multiple Voting Shares (#)		Market Value of Multiple Voting Shares ($)		Options (#)		Value of Vested In-the- Money Options ($)		Deferred Share Units (#)		Market Value of Deferred Share Units(4) ($)		Total Market Value of Securities Held(4) ($)
-		-		-		-		-		-		3,539		373,895		373,895
		Total ownership as multiple of retainer as at January 31, 2022 (Target: 5x annual base cash retainer)(5): 4.2x(6)
Notes

(1)		Mr. Pierre Beaudoin is not considered independent as he is the son of Claire Bombardier Beaudoin and Laurent Beaudoin, who both control Beaudier, a Principal Shareholder, through holding companies which they control. Mr. Beaudoin is also the nephew of Janine Bombardier, Huguette Bombardier Fontaine and J.R. André Bombardier, who own 4338618, a Principal Shareholder, through holding companies which they control.
(2)		For a complete itemization of the compensation, see “Compensation of Directors”.
(3)		Mr. Beaudoin does not personally own any voting securities of the Company. For details regarding Beaudier’s ownership of voting securities of the Company, see “General Information– Voting Shares Outstanding and Principal Shareholders”
(4)		Based on the closing price of the Subordinate Voting Shares on the TSX ($105.65) on January 31, 2022, being the last trading day before the end of Fiscal 2022.
(5)		Equity ownership was assessed as at January 31, 2022, based on the closing price of the Subordinate Voting Shares on the TSX on that date ($105.65), converted to U.S. dollars based on the daily rate of exchange published by Refinitiv on January 31, 2022, (U.S.$1.00 = $1.2696). For further details on the share ownership guidelines applicable to non-employees directors, see “Share Ownership Guidelines for Non-Employee Directors”.
(6)		Mr. Beaudoin’s transition period to meet the minimum share ownership runs until March 23, 2026. See “Share Ownership Guidelines for Non-Employee Directors”.

 

 

 

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2022 Proxy Circular

 

JOSHUA BEKENSTEIN

Director

Age: 63   Massachusetts, U.S.A.   Not independent(1)   Director since 2003   2021 Voting Results For: 92.40% Withheld: 7.60%

Mr. Bekenstein is a Managing Director and Co-Chairman at Bain Capital. Prior to joining Bain Capital in 1984, Mr. Bekenstein spent several years at Bain & Company, Inc., where he was involved with companies in a variety of industries. Mr. Bekenstein is a member of the board of directors and the Nominating and Governance Committee of Canada Goose Holdings Inc. He is also a member of the board of directors and the Human Resources and Compensation Committee of Dollarama Inc. He also serves as a director of Bright Horizons Family Solutions Inc., for which he is a member of the Compensation Committee. Mr. Bekenstein received a Bachelor of Arts from Yale University and a Master of Business Administration (MBA) from Harvard Business School.

Board/Committee Membership

Attendance

Other Public Board Membership

Board of Directors

6/6

Entity

Since

Human Resources & Compensation Committee

Canada Goose Holdings Inc.(2)

2017

5/5

Bright Horizons Family

2013

Solutions Inc.(2)

Nominating

Dollarama Inc.(2)

2009

Governance and

5/5

Social Responsibility

Committee

Total:      100%

Value of Total Compensation Received as Director(3)

Fiscal 2022:

$217,280

 

Securities Held or Controlled as of January 31, 2022(4)
Subordinate Voting Shares (#)		Market Value of Subordinate Voting Shares ($)		Multiple Voting Shares (#)		Market Value of Multiple Voting Shares ($)		Options (#)		Value of Vested In- the-Money Options ($)		Deferred Share Units (#)		Market Value of Deferred Share Units(5) ($)		Total Market Value of Securities Held(5) ($)
-		-		-		-		-		-		3,539		373,895		373,895

          Total ownership as multiple of retainer as at January 31, 2022 (Target: 5x annual base cash retainer)(6): 4.2x(7)

Notes

(1)		Mr. Bekenstein is not considered independent because of his relationship with BCI. For details regarding BCI, see “General Information – Voting Shares Outstanding and Principal Shareholders”.
(2)		Bright Horizons Family Solutions Inc. is a public company since January 2013 but Mr. Bekenstein has been on the board of directors since 1986. Dollarama Inc. is a public company since October 2009 but Mr. Bekenstein has been on the board of directors since 2004. Canada Goose Holdings Inc. is a public company since 2017 but Mr. Bekenstein has been on the board of directors since 2013.
(3)   (4)		For a complete itemization of the compensation, see “Compensation of Directors”. Mr. Bekenstein does not personally own any voting securities of the Company. Mr. Bekenstein is a Managing Director and the Co-Chairman of BCI and as a result may be deemed to share beneficial ownership of the shares held by Bain. For details regarding BCI and Bain’s ownership of voting securities of the Company, see “General Information– Voting Shares Outstanding and Principal Shareholders”.
(5)		Based on the closing price of the Subordinate Voting Shares on the TSX ($105.65) on January 31, 2022, being the last trading day before the end of Fiscal 2022.
(6)		Equity ownership was assessed as at January 31, 2022, based on the closing price of the Subordinate Voting Shares on the TSX on that date ($105.65), converted to U.S. dollars based on the daily rate of exchange published by Refinitiv on January 31, 2022 (U.S.$1.00 = $1.2696). For further details on the share ownership guidelines applicable to non-employees directors, see “Share Ownership Guidelines for Non-Employee Directors”.
(7)		Mr. Bekenstein’s transition period to meet the minimum share ownership runs until March 23, 2026. See “Share Ownership Guidelines for Non-Employee Directors”.

 

 

 

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2022 Proxy Circular

JOSÉ BOISJOLI		Chair of the Board of Directors, President and Chief Executive Officer
Age: 64   Québec, Canada   Not independent(1)   Director since 2011   2021 Voting Results For: 99.01% Withheld: 0.99%		Mr. Boisjoli is Chair of the Board of Directors of BRP since 2019 and President and Chief Executive Officer of BRP since December 2003, when BRP became a standalone company. In October 1998, Mr. Boisjoli was named President of the Snowmobile and Watercraft division, the largest division of Bombardier Recreational Products Inc. In April 2001, he was given the added responsibility of managing the ATV division. Mr. Boisjoli joined Bombardier Recreational Products Inc. in 1989, after eight years in the pharmaceutical and road safety equipment industries. Mr. Boisjoli served on the board of directors of McCain Foods Group Inc. from January 2018 to February 2022. Mr. Boisjoli received a Bachelor of Engineering from the Université de Sherbrooke. In April 2005, Mr. Boisjoli received the prestigious titles of Executive of the Year by Powersports Magazine, the most important powersports magazine in the United States, as Entrepreneur of the Year, Québec, by EY in 2014 and was also named CEO of the year 2017 by the Canadian business newspaper Les Affaires.
		Board/Committee Membership		Attendance				Other Public Board Membership
		Board of Directors		6/6				Entity		Since
		Investment and Risk Committee		5/5				N/A		N/A
				Total:       100%
		Value of Total Compensation Received as Director(2)
		Fiscal 2022:		Nil

 

Securities Held or Controlled as of January 31, 2022
Subordinate Voting Shares (#)		Market Value of Subordinate Voting Shares(3) ($)		Multiple Voting Shares (#)		Market Value of Multiple Voting Shares ($)		Options (#)		Value of Vested In- the-Money Options ($)(3)		Deferred Share Units (#)		Market Value of Deferred Share Units ($)		Total Market Value of Securities Held(4)(5) ($)
1,000,350		105,686,978		-		-		647,575		-		-		-		105,686,978
		Total ownership as multiple of base salary as at January 31, 2022 (Target: 5x annual base salary): 90.6x(5)

 

Notes
(1)		Mr. Boisjoli is not independent as he is President and Chief Executive Officer of the Company.
(2)		No compensation was paid to directors who are employees of the Company. For further information, see “Compensation of Directors”.
(3)		On October 4, 2021, Mr. Boisjoli exercised all of his vested in-the-money options to acquire 1,041,525 Subordinate Voting Shares and sold such Subordinate Voting Shares through the facilities of an investment dealer. Mr. Boisjoli used the proceeds therefrom for investment diversification purposes. The Subordinate Voting Shares sold by Mr. Boisjoli represented approximately a third in value of his total equity interest in the Company.
(4)		Based on the closing price of the Subordinate Voting Shares on the TSX ($105.65) on January 31, 2022, being the last trading day before the end of Fiscal 2022.
(5)		For further details on the share ownership requirements for certain executives, such as Mr. Boisjoli, see “Share Ownership Requirements”.

 

 

 

21

2022 Proxy Circular

CHARLES BOMBARDIER		Director
		Mr. Bombardier is a corporate director. For over twenty years, he has served as President for Gestion Charles Bombardier as well as other private Canadian companies. Between 2018 and 2019, he also worked as senior consultant for the International Civil Aviation Organization (ICAO). In addition, since November 2016, Mr. Bombardier is conducting research at the Université de Sherbrooke, where he develops neurofeedback systems applied to new product development. Mr. Bombardier is a Canadian engineer and holds a Bachelor’s and a Master’s of science degrees from the École de Technologie Supérieure and a certificate in board governance from Université Laval. He is a member of the board of directors of Bombardier Inc.
Age: 48   Québec, Canada   Not independent(1)   Director since 2020   2021 Voting Results For: 99.47% Withheld: 0.53%		Board/Committee Membership		Attendance				Other Public Board Membership
		Board of Directors		6/6				Entity		Since
		Investment and Risk Committee		5/5				Bombardier Inc.		2019
				Total:       100%
		Value of Total Compensation Received as Director(2)
		Fiscal 2022:		$204,075

 

Securities Held as of January 31, 2022
Subordinate Voting Shares (#)		Market Value of Subordinate Voting Shares ($)		Multiple Voting Shares (#)		Market Value of Multiple Voting Shares ($)		Options (#)		Value of Vested In-the- Money Options ($)		Deferred Share Units (#)		Market Value of Deferred Share Units(3) ($)		Total Market Value of Securities Held(3) ($)
-		-		-		-		-		-		2,557		270,148		270,148
		Total ownership as multiple of retainer as at January 31, 2022 (Target: 5x annual base cash retainer)(4): 3.5x(5)

 

Notes
(1)		Mr. Bombardier is not considered independent as he is the son of J. R. André Bombardier, who is part of the management of 4338618, a Principal Shareholder. Mr. Bombardier is also the nephew of Claire Bombardier Beaudoin and Laurent Beaudoin, former director and current Chairman Emeritus of the Board of Directors, and who both control Beaudier, a Principal Shareholder, through holding companies which they control.
(2)		For a complete itemization of the compensation, see “Compensation of Directors”.
(3)		Based on the closing price of the Subordinate Voting Shares on the TSX ($105.65) on January 31, 2022, being the last trading day before the end of Fiscal 2022.
(4)		Equity ownership was assessed as at January 31, 2022, based on the closing price of the Subordinate Voting Shares on the TSX on that date ($105.65), converted to U.S. dollars based on the daily rate of exchange published by Refinitiv on January 31, 2022 (U.S.$1.00 = $1.2696). For further details on the share ownership guidelines applicable to non-employees directors, see “Share Ownership Guidelines for Non-Employee Directors”.
(5)		Mr. Bombardier’s transition period to meet the minimum share ownership runs until March 23, 2026. See “Share Ownership Guidelines for Non-Employee Directors”.

 

 

 

22

2022 Proxy Circular

ERNESTO M. HERNÁNDEZ		Director
		Mr. Hernández is a corporate director who has over 40 years of engineering sales, marketing and operations experience in the automotive industry. After starting his career at General Motors (Mexico) in 1980 as a Development Engineer, he worked in several positions including Engineering Manager, Executive Engineer, and Marketing Director. In 2003, he was appointed Vice-President of General Motors de México and Executive Director of Sales, Service and Marketing, where he successfully led the commercial operations of various brands including Chevrolet, Buick, GMC and Cadillac. In 2011, he took the helm as the first Mexican national to be appointed President and Managing Director. He held this role until September 2019 and retired in January 2020. During his tenure, Ernesto M. Hernández managed both the commercial and manufacturing sides of General Motors’ operations in Mexico, Central America and the Caribbean. He sits on the board of directors of Constellation Brands, Inc. and is a member of its Human Resources Committee. He also sits on the board of directors of Dana Incorporated and is a member of its Compensation Committee as well as its Technology and Sustainability Committee. He currently serves in various Chambers of Commerce and Business Councils. Mr. Hernández was an independent director on the board of directors of Grupo KUO, S.A.B. de C.V., DINE, S.A.B. de C.V., and Corporación Zapata, S.A. de C.V. from April 2020 to January 2022.
Age: 64   State of Mexico, Mexico   Independent   Director since 2020   2021 Voting Results For: 99.90% Withheld: 0.10%		Board/Committee Membership		Attendance				Other Public Board Membership
		Board of Directors		6/6				Entity		Since
		Investment and Risk Committee		5/5				Constellation Brands, Inc.		2014
								Dana Incorporated		2022
				Total:       100%
		Value of Total Compensation Received as Director(1)
		Fiscal 2022:		$203,546

 

Securities Held or Controlled as of January 31, 2022
Subordinate Voting Shares (#)		Market Value of Subordinate Voting Shares ($)		Multiple Voting Shares (#)		Market Value of Multiple Voting Shares ($)		Options (#)		Value of Vested In-the- Money Options ($)		Deferred Share Units (#)		Market Value of Deferred Share Units(2) ($)		Total Market Value of Securities Held(2) ($)
-		-		-		-		-		-		1,538		162,490		162,490
Total ownership as multiple of retainer as at January 31, 2022 (Target: 5x annual base cash retainer)(3): 2.1x(4)

 

Notes
(1)		For a complete itemization of the compensation, see “Compensation of Directors”.
(2)		Based on the closing price of the Subordinate Voting Shares on the TSX ($105.65) on January 31, 2022, being the last trading day before the end of Fiscal 2022.
(3)		Equity ownership was assessed as at January 31, 2022, based on the closing price of the Subordinate Voting Shares on the TSX on that date ($105.65), converted to U.S. dollars based on the daily rate of exchange published by Refinitiv on January 31, 2022 (U.S.$1.00 = $1.2696). For further details on the share ownership guidelines applicable to non-employees directors, see “Share Ownership Guidelines for Non-Employee Directors”.
(4)		Mr. Hernández joined the Board of Directors on November 30, 2020. His transition period to meet the minimum share ownership runs until November 29, 2025. See “Share Ownership Guidelines for Non-Employee Directors”.

 

 

 

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2022 Proxy Circular

KATHERINE KOUNTZE		Director
Age: 59   Massachusetts, U.S.A.   Independent   Director since 2020   2021 Voting Results For: 99.97% Withheld: 0.03%		Ms. Kountze has held various senior IT leadership positions across her 25+ years working in the technology field. Since April 2022, she is the Chief Information Officer (CIO) for Bose Corporation, a consumer retail company that develops sound solutions for entertainment, home audio, aviation, and automotive industries. Before joining Bose Corporation, Ms. Kountze was the Chief Information Officer for DentaQuest, an oral health care company that provides oral health care benefits and delivers oral care from 2021 to 2022. Between 2012 and 2021, Ms. Kountze was also Senior Vice-President and Chief Information Officer (CIO) for Eversource Energy, the largest provider of electric, gas and water services in the New England area of the United States, where she held that position for 11 years and prior to that Ms. Kountze spent 2 years as the Vice-President and CIO for United Illuminating Company, an electric utility company in Connecticut. She is the Chair for the Boston CIO Leadership Council and a member of the Massachusetts Cybersecurity Council, a cybersecurity advisory group for the Governor of Massachusetts. Ms. Kountze serves on the board of The Children’s Place Inc. and is a member of its Audit Committee since November 2021. She has won several awards including: 2021 Top Women in Energy, 2021 Diversity Women Elite 100, Most Impactful Black Women in Boston 2021, 2017 CIO of the Year, and 2015 Women Leading Stem Award. Ms. Kountze holds a bachelor’s degree in actuarial Math and Science and a master’s degree in Computer Science.
		Board/Committee Membership		Attendance				Other Public Board Membership
		Board of Directors		6/6				Entity		Since
		Audit Committee		5/5				The Children’s Place Inc.		2021
				Total:       100%
		Value of Total Compensation Received as Director(1)
		Fiscal 2022:		$203,546

 

Securities Held or Controlled as of January 31, 2022
Subordinate Voting Shares (#)		Market Value of Subordinate Voting Shares ($)		Multiple Voting Shares (#)		Market Value of Multiple Voting Shares ($)		Options (#)		Value of Vested In-the- Money Options ($)		Deferred Share Units (#)		Market Value of Deferred Share Units(2) ($)		Total Market Value of Securities Held(2) ($)
-		-		-		-		-		-		1,538		162,490		162,490
Total ownership as multiple of retainer as at January 31, 2022 (Target: 5x annual base cash retainer)(3): 2.1x(4)

Notes
(1)		For a complete itemization of the compensation, see “Compensation of Directors”.
(2)		Based on the closing price of the Subordinate Voting Shares on the TSX ($105.65) on January 31, 2022, being the last trading day before the end of Fiscal 2022.
(3)		Equity ownership was assessed as at January 31, 2022, based on the closing price of the Subordinate Voting Shares on the TSX on that date ($105.65), converted to U.S. dollars based on the daily rate of exchange published by Refinitiv on January 31, 2022 (U.S.$1.00 = $1.2696). For further details on the share ownership guidelines applicable to non-employees directors, see “Share Ownership Guidelines for Non-Employee Directors”.
(4)		Ms. Kountze joined the Board of Directors on November 30, 2020. Her transition period to meet the minimum share ownership runs until November 29, 2025. See “Share Ownership Guidelines for Non-Employee Directors”.

 

 

 

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2022 Proxy Circular

LOUIS LAPORTE		Director
		Mr. Laporte is President of GL Capital Inc. since 2019. Mr. Laporte was the Executive Vice-President of Beaudier Inc., a private holding company and a holder of Multiple Voting Shares, from 2004 to 2019. In 2003, Mr. Laporte managed for Beaudier Group the acquisition of the recreational products business of Bombardier Inc. Prior to 2003, Mr. Laporte was the owner and operator of a number of privately held companies, such as Dudley Inc., one of Canada’s leading lock manufacturers and distributors, and AMT Marine Inc., a manufacturer, subcontractor and supplier of Sea-Doo jet boats, where he contributed to the production and participated in the initial design and engineering of the Sea-Doo jet boat for BRP Inc. Mr. Laporte is and has been a director of several privately-owned companies. Mr. Laporte holds a Bachelor of Accounting Sciences from the Université du Québec à Montréal (UQAM) and a Bachelor of Commerce from McGill University. Mr. Laporte is a chartered professional accountant.
Age: 61   Québec, Canada   Not independent(1)   Director since 2013   2021 Voting Results For: 99.47% Withheld: 0.53%		Board/Committee Membership		Attendance				Other Public Board Membership
		Board of Directors		6/6				Entity		Since
		Investment and		5/5				N/A		N/A
		Risk Committee
				Total:       100%
		Value of Total Compensation Received as Director(2)
		Fiscal 2022:		$204,584

 

Securities Held or Controlled as of January 31, 2022(3)
Subordinate Voting Shares (#)		Market Value of Subordinate Voting Shares ($)		Multiple Voting Shares (#)		Market Value of Multiple Voting Shares ($)		Options (#)		Value of Vested In-the- Money Options ($)		Deferred Share Units (#)		Market Value of Deferred Share Units(4) ($)		Total Market Value of Securities Held(4) ($)
-		-		-		-		-		-		3,539		373,895		373,895
Total ownership as multiple of retainer as at January 31, 2022 (Target: 5x annual base cash retainer)(5): 4.9x(6)

 

Notes
(1)		Mr. Laporte is not considered independent as he is the husband of Nicole Beaudoin, the daughter of Claire Bombardier Beaudoin and Laurent Beaudoin, who both control Beaudier, a Principal Shareholder, through holding companies which they control. Nicole Beaudoin, the wife of Mr. Laporte, is also the niece of Janine Bombardier, Huguette Bombardier Fontaine and J.R. André Bombardier, who own 4338618, a Principal Shareholder, through holding companies which they control.
(2)		For a complete itemization of the compensation, see “Compensation of Directors”.
(3)		Mr. Louis Laporte does not personally own any voting securities of the Company. For details regarding Beaudier’s ownership of voting securities of the Company, see “General Information– Voting Shares Outstanding and Principal Shareholders”.
(4)		Based on the closing price of the Subordinate Voting Shares on the TSX ($105.65) on January 31, 2022, being the last trading day before the end of Fiscal 2022.
(5)		Equity ownership was assessed as at January 31, 2022, based on the closing price of the Subordinate Voting Shares on the TSX on that date ($105.65), converted to U.S. dollars based on the daily rate of exchange published by Refinitiv on January 31, 2022 (U.S.$1.00 = $1.2696). For further details on the share ownership guidelines applicable to non-employees directors, see “Share Ownership Guidelines for Non-Employee Directors”.
(6)		Mr. Laporte’s transition period to meet the minimum share ownership runs until March 23, 2026. See “Share Ownership Guidelines for Non-Employee Directors”.

 

 

 

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2022 Proxy Circular

ESTELLE MÉTAYER		Director
Age: 52   Québec, Canada   Independent   Director since 2014   2021 Voting Results For: 97.00% Withheld: 3.00%		Ms. Métayer is the president of EM Strategy Inc. and an adjunct professor at McGill University. She currently serves on the board of directors, sits on the Human Resources and Compensation Committee, the Strategy Committee and chairs the Investment Committee of Audemars Piguet Holding S.A. (Switzerland). She also serves on the board of Ivanhoe Cambridge inc. (Canada) for which she is a member of the Human Resources and Compensation Committee and chairs the Governance and Ethics Committee, the board of Martur Fompak International (Turkey) for which she is a member of the Audit Committee, and the board of Cookit (Canada) where she chairs the Compensation, Human Resources and Governance Committee. She serves on the advisory board of Groupe Sélection (Canada) and LifeScore Limited (UK). She also served on the boards of directors of Agropur (Canada) between 2020 and 2022, Blockstream Corporation (Montreal/Silicon Valley) between 2016 and 2018, Zag Bank (Canada) between 2015 and 2017 and Ubisoft Entertainment SA between 2012 and 2016 where she chaired the Compensation Committee. Ms. Métayer worked at the ING Bank (Netherlands), Bouygues (France), and in Canada at McKinsey & Company, CAE Inc., and Competia Inc. which she founded and sold in 2004. Ms. Métayer is a certified director of the Institut Français des Administrateurs and attended the High Performing Boards Program at Harvard Business School. She was trained in the Netherlands, where she obtained her MBA and Drs. from the University of Nijenrode.
		Board/Committee Membership		Attendance				Other Public Board Membership
		Board of Directors		6/6				Entity		Since
		Audit Committee		5/5				N/A		N/A
				Total:       100%
		Value of Total Compensation Received as Director(1)
		Fiscal 2022:		$215,357

 

Securities Held or Controlled as of January 31, 2022
Subordinate Voting Shares (#)		Market Value of Subordinate Voting Shares ($)		Multiple Voting Shares (#)		Market Value of Multiple Voting Shares ($)		Options (#)		Value of Vested In-the- Money Options ($)		Deferred Share Units (#)		Market Value of Deferred Share Units(2) ($)		Total Market Value of Securities Held(2) ($)
-		-		-		-		-		-		24,321		2,569,514		2,569,514
Total ownership as multiple of retainer as at January 31, 2022 (Target: 5x annual base cash retainer)(3): 33.7x

 

Notes
(1)		For a complete itemization of the compensation, see “Compensation of Directors”.
(2)		Based on the closing price of the Subordinate Voting Shares on the TSX ($105.65) on January 31, 2022, being the last trading day before the end of Fiscal 2022.
(3)		Equity ownership was assessed as at January 31, 2022, based on the closing price of the Subordinate Voting Shares on the TSX on that date ($105.65), converted to U.S. dollars based on the daily rate of exchange published by Refinitiv on January 31, 2022 (U.S.$1.00 = $1.2696). For further details on the share ownership guidelines applicable to non-employees directors, see “Share Ownership Guidelines for Non-Employee Directors”.

 

 

 

26

2022 Proxy Circular

NICHOLAS NOMICOS		Director
Age: 59   Massachusetts, U.S.A.   Independent   Director from 2004 – 2015(1)   & 2016 – present(1)   2021 Voting Results For: 97.02% Withheld: 2.98%		Mr. Nomicos is a Senior Advisor of Nonantum Capital Partners, LLC, a middle market private equity firm that he founded with other executives in 2018. Prior to that, Mr. Nomicos was at Bain Capital Investors, LLC where he worked from 1999 to 2016 as an Operating Partner focused on investments in the manufacturing and consumer product sectors and as a Managing Director of Bain Capital Credit, LP, the credit arm of Bain Capital Investors, LLC. Previously, Mr. Nomicos was a senior corporate development and manufacturing executive at Oak Industries Inc., and he spent several years at Bain & Company, Inc. where he was an engagement manager. Mr. Nomicos serves on the board of directors and is a member of the Audit Committee of Dollarama Inc. He received a Master of Business Administration (MBA) from Harvard Business School and a Bachelor of Science in Engineering from Princeton University.
		Board/Committee Membership		Attendance				Other Public Board Membership
		Board of Directors		6/6				Entity		Since
		Audit Committee		5/5				Dollarama Inc.(2)		2009
				Total:       100%
		Value of Total Compensation Received as Director(3)
		Fiscal 2022:		$204,584

 

Securities Held or Controlled as of January 31, 2022
Subordinate Voting Shares (#)		Market Value of Subordinate Voting Shares ($)		Multiple Voting Shares (#)		Market Value of Multiple Voting Shares ($)		Options (#)		Value of Vested In-the- Money Options ($)		Deferred Share Units (#)		Market Value of Deferred Share Units(4) ($)		Total Market Value of Securities Held(4) ($)
-		-		-		-		-		-		3,539		373,895		373,895
Total ownership as multiple of retainer as at January 31, 2022 (Target: 5x annual base cash retainer)(5): 4.9x(6)

 

Notes
(1)		Mr. Nomicos served a first term as director from 2004 to 2015, and was re-appointed to the board of directors in December 2016.
(2)		Dollarama Inc. is a public company since October 2009 but Mr. Nomicos has been on the board of directors since 2004.
(3)		For a complete itemization of the compensation, see “Compensation of Directors”.
(4)		Based on the closing price of the Subordinate Voting Shares on the TSX ($105.65) on January 31, 2022, being the last trading day before the end of Fiscal 2022.
(5)		Equity ownership was assessed as at January 31, 2022, based on the closing price of the Subordinate Voting Shares on the TSX on that date ($105.65), converted to U.S. dollars based on the daily rate of exchange published by Refinitiv on January 31, 2022 (U.S.$1.00 = $1.2696). For further details on the share ownership guidelines applicable to non-employees directors, see “Share Ownership Guidelines for Non-Employee Directors”.
(6)		Mr. Nomicos became an independent director as of January 18, 2021. His transition period to meet the minimum share ownership runs until January 17, 2026. See “Share Ownership Guidelines for Non-Employee Directors”.

 

 

 

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2022 Proxy Circular

EDWARD PHILIP		Director
Age: 56   Massachusetts, U.S.A.   Independent   Director since 2005   2021 Voting Results For: 97.93% Withheld: 2.07%		Mr. Philip is a corporate director. He served as the Chief Operating Officer of Partners in Health (a non-profit health care organization) from 2013 until 2017. In addition, Mr. Philip was a Special Partner at Highland Consumer Fund (consumer-oriented private equity fund), serving in this role from 2013 until 2017. He served as Managing General Partner at Highland Consumer Fund from 2006 to 2013. Prior thereto, Mr. Philip served as President and Chief Executive Officer of Decision Matrix Group, Inc. (research and consulting firm) from 2004 to 2005. Prior to joining Decision Matrix Group, Inc., he was Senior Vice-President of Terra Networks, S.A. (global Internet company) from 2000 to 2004. In 1995, Mr. Philip joined Lycos, Inc. (an Internet service provider and search company) as one of its founding members. At Lycos, Inc., Mr. Philip held the positions of President, Chief Operating Officer and Chief Financial Officer at different times. Prior to joining Lycos, Inc., Mr. Philip was the Vice-President of Finance for The Walt Disney Company, and prior thereto Mr. Philip spent a number of years in investment banking. He sits on the board of directors of Hasbro, Inc. and on its Compensation Committee, Executive Committee and is the Chairman of its Nominating, Governance and Social Responsibility Committee. Mr. Philip is also the Non-Executive Chairman of United Airlines Holdings, Inc. and sits on its Audit Committee, and is also Chairman of its Executive Committee and of its Nominating and Governance Committee. In addition, he is on the board of directors, a member of the Compensation Committee and Chairman of the Audit Committee of Blade Air Mobility, Inc., a technology-powered, global air mobility platform. Mr. Philip received a B.S. in Economics and Mathematics from Vanderbilt University and holds a Master of Business Administration from Harvard Business School.
		Board/Committee Membership		Attendance				Other Public Board Membership
		Board of Directors		6/6				Entity		Since
		Human Resources & Compensation		5/5				Blade Air Mobility, Inc. (previously Experience Investment Corp.)		2019
		Committee(1)
		Nominating Governance and Social		5/5				United Airlines Holdings, Inc.		2016
		Responsibility
		Committee(1)						Hasbro, Inc.		2002
				Total:      100%
		Value of Total Compensation Received as Director(2)
		Fiscal 2022:		$268,021

 

Securities Held or Controlled as of January 31, 2022
Subordinate Voting Shares (#)		Market Value of Subordinate Voting Shares(3) ($)		Multiple Voting Shares (#)		Market Value of Multiple Voting Shares ($)		Options (#)		Value of Vested In- the-Money Options ($)		Deferred Share Units (#)		Market Value of Deferred Share Units(3) ($)		Total Market Value of Securities Held(3) ($)
5,025		530,891		-		-		-		-		27,947		2,952,601		3,483,492
				Total ownership as multiple of retainer as at January 31, 2022 (Target: 5x annual base cash retainer)(4): 27.4x

 

Notes
(1)		Mr. Philip is the Chair of the Human Resources & Compensation Committee and the Nominating Governance and Social Responsibility Committee.
(2)		For a complete itemization of the compensation, see “Compensation of Directors”.
(3)		Based on the closing price of the Subordinate Voting Shares on the TSX ($105.65) on January 31, 2022, being the last trading day before the end of Fiscal 2022.
(4)		Equity ownership was assessed as at January 31, 2022, based on the closing price of the Subordinate Voting Shares on the TSX on that date ($105.65), converted to U.S. dollars based on the daily rate of exchange published by Refinitiv on January 31, 2022 (U.S.$1.00 = $1.2696). For further details on the share ownership guidelines applicable to non-employees directors, see “Share Ownership Guidelines for Non-Employee Directors”.

 

 

 

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2022 Proxy Circular

BARBARA SAMARDZICH		Director
Age: 63   Michigan, U.S.A.   Independent   Director since 2017   2021 Voting Results For: 99.34% Withheld: 0.66%		Ms. Samardzich is a corporate director. Ms. Samardzich previously held various senior leadership positions across her 26-year career with Ford Motor Company. Before retiring in 2016, she was the Vice-President and Chief Operating Officer of Ford Europe leading a team of over 30,000 employees. In previous years, she served as Vice-President, Product Development; Vice-President, Global Powertrain Engineering and held various roles in powertrain and vehicle engineering within Ford. She has also worked in various engineering roles at Westinghouse Electric Corporation. Ms. Samardzich sits on the board of directors of several companies including Adient plc (Ireland); and chairs its Compensation Committee and is a member of its Audit Committee. She has won many awards including CBTNews “Leading Women in Automotive in 2019” and 2016 Automotive News Europe “25 Leading Women in the European Auto Industry”. Ms. Samardzich holds a Bachelor of Science in Mechanical Engineering from the University of Florida, a Master of Science in Mechanical Engineering from Carnegie Mellon University, and a Master of Science in Engineering Management from Wayne State University.
		Board/Committee Membership		Attendance				Other Public Board Membership
		Board of Directors		6/6				Entity		Since
		Investment & Risk
		Committee(1)		5/5				Adient plc		2016
		Human Resources
		& Compensation		5/5
		Committee
		Nominating
		Governance and Social		5/5
		Responsibility
		Committee
				Total: 100%
		Value of Total Compensation Received as Director(2)
		Fiscal 2022:		$252,055

 

Securities Held or Controlled as of January 31, 2022
Subordinate Voting Shares (#)		Market Value of Subordinate Voting Shares ($)		Multiple Voting Shares (#)		Market Value of Multiple Voting Shares ($)		Options (#)		Value of Vested In-the- Money Options ($)		Deferred Share Units (#)		Market Value of Deferred Share Units(3) ($)		Total Market Value of Securities Held(3) ($)
-		-		-		-		-		-		9,393		992,370		992,370
Total ownership as multiple of retainer as at January 31, 2022 (Target: 5x annual base cash retainer)(4): 8.2x

 

Notes
(1)		Ms. Samardzich is Chair of the Investment & Risk Committee.
(2)		For a complete itemization of the compensation, see “Compensation of Directors”.
(3)		Based on the closing price of the Subordinate Voting Shares on the TSX ($105.65) on January 31, 2022, being the last trading day before the end of Fiscal 2022.
(4)		Equity ownership was assessed as at January 31, 2022, based on the closing price of the Subordinate Voting Shares on the TSX on that date ($105.65), converted to U.S. dollars based on the daily rate of exchange published by Refinitiv on January 31, 2022 (U.S.$1.00 = $1.2696). For further details on the share ownership guidelines applicable to non-employees directors, see “Share Ownership Guidelines for Non-Employee Directors”.

 

 

 

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2022 Proxy Circular

Cease Trade Orders

To the knowledge of the Company and based upon information provided by the proposed director nominees, none of the Company’s proposed director nominees is, as at the date of this Circular, or has been, within the 10 years prior to the date of this Circular, a director, chief executive officer or chief financial officer of any company (including the Company) that, while such person was acting in that capacity (or after such person ceased to act in that capacity but resulting from an event that occurred while that person was acting in such capacity), was the subject of a cease trade order, an order similar to a cease trade order, or an order that denied the company access to any exemption under securities legislation, in each case, for a period of more than 30 consecutive days.

Bankruptcies

To the knowledge of the Company and based upon information provided by the proposed director nominees, none of the Company’s proposed director nominees is, as at the date of this Circular, or has been, within the 10 years prior to the date of this Circular, a director or executive officer of any company (including the Company), 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 comprise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, except for (i) Louis Laporte who was a board member up until July 2018 of Canest Transit Inc., which had a receiver manager appointed to hold its assets in June 2019 and (ii) Joshua Bekenstein who was a director of Toys “R” Us, Inc. from 2005 to 2019, which filed for bankruptcy in September 2017, and who was from 2010 to 2017 a director of The Gymboree Corporation, which filed for bankruptcy in June 2017.

To the knowledge of the Company and based upon information provided by the proposed director nominees, none of the Company’s proposed director nominees has, within the 10 years prior to the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or comprise with creditors, or had a receiver, receiver manager or trustee appointed to hold his or her assets.

Securities Penalties or Sanctions

To the knowledge of the Company and based upon information provided by the proposed director nominees, none of the Company’s proposed director nominees has (i) been subject to 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 (ii) been subject to 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 nominee director.

Appointment of Independent Auditor

At the Meeting, shareholders will be asked to appoint the firm of Deloitte LLP (“Deloitte”) to hold office as the Company’s independent auditor until the close of the next annual meeting of shareholders.

Deloitte has served as independent auditor of the Company since 2006 and is independent with respect to the Company within the meaning of the Code of Ethics of the Ordre des comptables professionnels agréés du Québec.

The audit committee of the Company (the “Audit Committee”) is responsible for the pre-approval of all and any non-audit services to be provided to the Company or its subsidiary entities by the independent auditor. At least annually, the Audit Committee reviews and confirms the independence of the independent auditor by obtaining statements from the independent auditor on any non-audit services.

 

 

 

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2022 Proxy Circular

In considering Deloitte’s appointment and Deloitte’s compensation for audit and permitted non-audit services, the Audit Committee considered a number of factors, including, but not limited to:

• Deloitte is a registered public accounting firm with the Public Company Accounting Oversight Board (United States) (PCAOB) as required by the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley) and the Rules of the PCAOB;

• Deloitte’s independence and its processes for monitoring and maintaining its independence;

• Deloitte’s depth of understanding of BRP’s operations, accounting policies and practices and internal control over financial reporting;

• Deloitte’s performance during its engagement for the fiscal year ended January 31, 2022 and report describing the firm’s internal quality control procedures and the results of recent reviews of the firm’s quality control system including any independent review;

• the professional qualifications and experience of key members of the engagement team, including the lead audit partner, for the audit of the Company’s consolidated financial statements;

• Deloitte’s global footprint and its alignment with BRP’s worldwide business activities;

• the quality of Deloitte’s communications with the Audit Committee regarding the conduct of the audit, and with management with respect to issues identified in the audit, and the consistency of such communications with applicable auditing standards;

• Deloitte’s reputation for integrity and competence in the fields of accounting and auditing; and

• the appropriateness of Deloitte’s fees for audit and non-audit services.

Unless a proxy specifies that the Shares it represents should be withheld from voting in respect of the appointment of the independent auditor or voted in accordance with the specification in the proxy, the persons named in the form of proxy intend to vote FOR the appointment of Deloitte LLP as independent auditor of the Company.

 

 

 

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For Fiscal 2022 and the fiscal year ended January 31, 2021 (“Fiscal 2021”), the Company was billed the following fees by its independent auditor, Deloitte LLP:

 

		Fiscal 2022		Fiscal 2021
Audit Fees(1)		4,521,837		3,305,068
Audit Related Fees(2)		603,274		576,069
Tax Fees(3)		122,774		157,049
All Other Fees(4)		-		-
Total Fees Paid		$5,247,885		$4,038,186

 

 

(1)

“Audit Fees” include fees necessary to perform the annual audit or quarterly reviews of the consolidated financial statements.

 

(2)

“Audit Related Fees” include fees for assurance and related services by the independent auditor that are reasonably related to the performance of the audit or review of the Company’s financial statements other than those included in “Audit Fees”, such as advisory on accounting and reporting matters.

 

(3)

“Tax Fees” include fees for all tax services other than those included in “Audit Fees” and “Audit-Related Fees”. This category includes fees for tax compliance, tax advice and tax planning.

 

(4)

“Other Fees” include fees for permitted services provided by the independent auditor other than those included above.

Additional details with respect to the Audit Committee and the above-mentioned fees can be found in the section entitled “Audit Committee” of the Company’s AIF, available under the Company’s profiles on SEDAR at www.sedar.com and on EDGAR at www.sec.gov and on the Company’s website at ir.brp.com.

Say-on-Pay Advisory Resolution on Approach to Executive Compensation

The Human Resources & Compensation Committee (the “HRCC”) and the Board of Directors spend considerable time and effort overseeing the implementation of the Company’s executive compensation program, and are satisfied that the policies and programs in place are based on fundamental principles of pay-for-performance aimed at aligning the interests of the senior executive team with those of shareholders and reflecting competitive market practices. This compensation approach allows the Company to attract, retain and motivate high performing executives who will be incentivized to increase business performance and enhance shareholder value on a sustainable basis.

The Board of Directors believes that shareholders should have the opportunity to fully understand the objectives and principles underlying executive compensation decisions made by the Board of Directors and is committed to maintaining an ongoing engagement process with the Company’s shareholders by adopting effective measures to receive shareholder feedback. In this light, at last year’s annual shareholder meeting, shareholders were asked to consider an advisory resolution regarding the Company’s approach to executive compensation, which advisory resolution received the approval of 98.34% of shareholders. This year again, at the Meeting, shareholders will be asked to consider the Say-on-Pay Advisory Resolution regarding the Company’s approach to executive compensation, which is described in further details under the section “Executive Compensation — Discussion and Analysis” starting on page 37 of this Circular. Such section discusses the Company’s executive compensation philosophy, objectives, policies and practices and provides important information on the key components of the Company’s executive compensation program. It explains how the Company’s executive compensation program is based on a pay-for for performance approach that is aligned with the long-term interests of the Company’s shareholders.

As a result, at the Meeting, shareholders will be asked to consider and, if deemed appropriate, adopt the following annual Say-on-Pay Advisory Resolution:

“BE IT RESOLVED, on an advisory basis and not to diminish the role and responsibilities of the Board of Directors, that the shareholders of the Company accept the approach to executive compensation disclosed in the management proxy circular delivered in advance of the 2022 annual meeting of shareholders of the Company.”

 

 

 

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As this is an advisory vote, the results will not be binding upon the Board of Directors. However, the HRCC and the Board of Directors will review, analyze and take into account the voting results and the feedback received from the shareholders, as appropriate, when reviewing executive compensation policies and programs in the future. Results of the vote will be disclosed in the report of voting results and related press release and in next year’s management proxy circular to be posted under the Company’s profile on SEDAR at www.sedar.com, on EDGAR at www.sec.gov and on the Company’s website at ir.brp.com shortly after the Meeting.

Unless a proxy specifies that the Shares it represents should be voted against the Say-on-Pay Advisory Resolution or voted in accordance with the specification in the proxy, the persons named in the form of proxy or voting instruction form, as applicable, intend to vote FOR the approval of the Say-on-Pay Advisory Resolution.

 

 

 

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COMPENSATION OF DIRECTORS

The director compensation program of the Company is designed to (i) attract and retain qualified individuals who possess extensive and relevant experience with other international successful Canadian and U.S. listed companies, (ii) align the compensation of the directors with the interest of the Company’s shareholders through security-based compensation.

All directors of the Company who are not employees of the Company are entitled to receive compensation for their services as directors. As a result, all directors except Mr. José Boisjoli, Chair of the Board of Directors, President and Chief Executive Officer of the Company, are entitled to director compensation. As President and Chief Executive Officer, Mr. José Boisjoli’s compensation is disclosed under “Executive Compensation — Discussion and Analysis”.

The following table outlines the annual compensation to which all non-employee were entitled in Fiscal 2022. For a summary of the total compensation earned by such directors during Fiscal 2022, please refer to the section entitled “Compensation of Directors – Fees Earned by Directors who are not Employees of the Company ”.

 

Fiscal 2022 Director Compensation
		Compensation Amount ($)(1)
Board Member:
Cash Retainer		63,480
Equity Retainer(2)		126,960
Lead Director:		38,088
Committee Chair Cash Retainer:
Audit Committee		19,044
Human Resources & Compensation Committee		19,044
Nominating Governance and Social Responsibility Committee		19,044
Investment and Risk Committee		19,044
Committee Member Cash Retainer
Audit Committee		12,696
Human Resources & Compensation Committee		12,696
Nominating Governance and Social Responsibility Committee		12,696
Investment and Risk Committee		12,696
Per-Meeting Fees		—

 

 

 

(1)

The compensation of directors who are not employees of the Company is paid in U.S. dollars. The amounts shown in the above table have been converted in Canadian dollars using the daily rate of exchange published by Refinitiv on January 31, 2022 (U.S.$1.00 = $1.2696).

(2)

This amount does not include the dollar value of DSUs (defined hereafter) credited as dividend equivalents.

To encourage the alignment of the interests of the directors with those of the shareholders, a Deferred Share Unit Plan (the “DSU Plan”) was implemented on May 29, 2013. The DSU Plan provides that the entirety of the equity retainer to be received by each director who is not an employee of the Company is to be paid in deferred share units (“DSUs”), and further provides that each such director may

 

 

 

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elect to receive up to 100% of his or her cash retainer in the form of DSUs. Prior to February 1, 2020, only the directors who were independent directors for purposes of NI 52-110 were entitled to receive DSUs under the DSU Plan. Since Fiscal 2021, all directors receiving compensation receive DSUs.

The cash and equity retainers are paid on a quarterly basis and the number of DSUs to be issued is based on the volume weighted average trading price of the Subordinate Voting Shares on the TSX for the five trading days prior to such issuance. The DSUs vest immediately and take the form of a bookkeeping entry credited to the eligible director’s account for as long as he/she remains a director, only to be paid after the director ceases to act as director. If any dividends are paid on the Subordinate Voting Shares, outstanding DSUs earn dividend equivalents in the form of additional DSUs at the same rate as dividends are paid on the Subordinate Voting Shares. The DSU Plan is not dilutive.

In addition to the compensation described above which is payable to directors who are not employees of the Company, BRP vehicles are made available to the directors in accordance with the Company’s policy applicable to Vice-Presidents of the Company. Directors who are not employees of the Company are also entitled to the reimbursement of travel fees and out-of-pocket expenses as applicable.

The Company does not offer a meeting fee for Board of Directors members. The total retainer is deemed to be the full payment for the role of director.

Fees Earned by Directors who are not Employees of the Company

The following table shows the allocation of fees and the total fees earned by the directors who are not employees of the Company during Fiscal 2022.

 

		Fees Earned by Directors who are not Employees of the Company(1)
		Board Cash Retainer(2)								Board Equity Retainer(3)				Committees Cash Retainer
Directors		Dollar   Value   ($)		Amount Elected to be Received in Cash ($)		Amount Elected to be Received in DSUs		Equivalent Number of DSUs		Dollar   Value   ($)(4)		Equivalent Number of DSUs		Chair of Committee ($)		Committee Member ($)		Total Fees   Earned   ($)		All Other Compe- sation ($)		Total ($)
Pierre Beaudoin		63,480		63,480		-		-		128,408		1,179		-		25,392		217,280		-		217,280
Joshua Bekenstein		63,480		63,480		-		-		128,408		1,179		-		25,392		217,280		-		217,280
Charles Bombardier		63,480		63,480		-		-		127,899		1,174		-		12,696		204,075		-		204,075
Michael Hanley		101,568(6)		101,568		-		-		141,061		1,298		19,044		12,696		274,369		-		274,369
Ernesto M. Hernández		63,480		63,480		-		-		127,370		1,170		-		12,696		203,546		-		203,546
Katherine Kountze		63,480		63,480		-		-		127,370		1,170		-		12,696		203,546		-		203,546
Louis Laporte		63,480		63,480		-		-		128,408		1,179		-		12,696		204,584		-		204,584
Estelle Métayer		63,480		63,480		-		-		139,181		1,280		-		12,696		215,357		-		215,357
Nicholas Nomicos		63,480		63,480		-		-		128,408		1,179		-		12 696		204,584		-		204,584
Edward Philip		63,480		63,480		-		-		141,061		1,298		38,088		25,392		268,021		-		268,021
Joseph Robbins(5)		15,870		15,870		-		-		32,730		1,179		-		-		48,600		-		48,600
Barbara Samardzich		63,480		63,480		-		-		131,443		1,208		19,044		38,088		252,055		-		252,055

 

(1)	The compensation of directors who are not employees of the Company is paid in U.S. dollars. The amounts shown in the above table have been converted in Canadian dollars using the daily rate of exchange published by Refinitiv on January 31, 2022 (U.S.$1 = $1.2696).

 

 

 

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(2)	The cash retainers are paid quarterly.

(3)

The DSUs are credited to board members who are not employees of the Company as of the last day of each fiscal quarter of the Company. On the last day of each fiscal quarter, U.S.$25,000 is converted in Canadian dollar, using the daily rate of exchange published by Refinitiv as of such date, and such amount is divided by the volume weighted average trading price of the Subordinate Voting Shares on the TSX for the five trading days preceding such date in order to determine the number of DSUs to be granted. In addition, if and when dividends are paid on the Subordinate Voting Shares, outstanding DSUs earn dividend equivalents in the form of additional DSUs at the same rate as dividends are paid on the Subordinate Voting Shares.

(4)	This amount includes the dollar value of DSUs credited as dividend equivalents up to January 31, 2022.

(5)	Mr. Robbins was a member of the Board of Directors from February 2021 until June 2021. As a result, this table reflects the fees he earned for the applicable period of time during which he was a member of the Board of Directors.

(6)	The amount includes Mr. Hanley’s cash retainer as Lead Director.

Share Ownership Guidelines for Non-Employee Directors

The Board of Directors adopted share ownership guidelines according to which each director who is not an employee if the Company is expected to hold at least five times the value of his or her annual base cash compensation in Subordinate Voting Shares and/or DSUs, based on the greater of: (i) the current market price of the Subordinate Voting Shares; and (ii) the closing price of the Subordinate Voting Shares on the date on which the Subordinate Voting Shares or DSUs, as applicable, were acquired. There is a five-year transition period for independent directors to comply from the date of joining the Board of Directors or from the adoption of the guidelines, whichever is greater. In addition, the directors who are not independent directors for purposes of NI 52-110, and who were not subject to the share ownership guidelines prior to its amendment on March 24, 2021 (notably to extend its application to all non-employee directors), have a transition period of 5 years from the date of joining the Board of Directors or from the adoption of the amended share ownership guidelines on March 24, 2021, whichever is greater, to attain the ownership requirement. As at April 20, 2022, all non-employee directors met the expected minimum share ownership, except for (i) Mr. Hernández, who joined the Board of Directors on November 30, 2020 and for whom the transition period runs until November 29, 2025, (ii) Ms. Kountze, who joined the Board of Directors on November 30, 2020 and for whom the transition period runs until November 29, 2025, (iii) Mr. Nomicos, who became an independent director as of January 18, 2021 and for whom the transition period runs until January 17, 2026, and (iv) Messrs. Beaudoin, Bekenstein, Bombardier and Laporte who became subject to the guidelines in March 2021 and whose transition period to meet the minimum share ownership runs until March 23, 2026.

 

 

 

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EXECUTIVE COMPENSATION — DISCUSSION AND ANALYSIS

The following discussion describes the significant elements of the Company’s executive compensation program, with particular emphasis on the process for determining the compensation payable to the named executive officers (“Named Executive Officer” or “NEOs”), being (i) the Chief Executive Officer (“CEO”), (ii) the Chief Financial Officer (“CFO”), (iii) each of the three other most highly compensated executive officers (or individuals acting in a similar capacity) of the Company, and (iv) each individual who would have been a NEO but for the fact that such individual was neither an executive officer of the Company nor acting in a similar capacity at the end of Fiscal 2022. For Fiscal 2022, the Company’s NEOs were:

 

•

José Boisjoli, President and CEO;

 

•

Sébastien Martel, CFO;

 

•

Sandy Scullion, Senior Vice-President, Global Retail and Services - Powersports;

 

•

Thomas Uhr, Senior Vice-President, Product Engineering and Manufacturing Operations - Powersports; and

 

•

Karim Donnez, Senior Vice-President, Marine Group.

Executive Compensation Philosophy and Objectives

The Company’s compensation program is designed to retain, motivate and reward the executive officers for their performance and contribution to the Company’s long-term success, and to align these interests of the executive officers with those of the Company’s shareholders. The Board of Directors seeks to compensate the executive officers by combining short-term cash and long-term equity incentives. It also seeks to reward the achievement of corporate and individual performance objectives and to align executive officers’ incentives with shareholder value creation.

To support the Company’s vision and mission, the executive officers must be fully engaged to innovate and deliver results that meet or exceed expectations from all the Company’s stakeholders, including its shareholders. The Company’s executive officer compensation philosophy is to pay fair, reasonable and competitive compensation with an emphasis on pay-for-performance philosophy.

The Company’s executive officer compensation policy:

 

•

supports and promotes successful execution of the business strategy;

 

•

provides executives with competitive rewards and an appropriate pay mix based on a pay for performance philosophy;

 

•

is designed to attract and engage talented and results-oriented executives with experience in a global business environment;

 

•

drives desired performance and encourages discretionary effort; and

 

•

promotes flexibility and agility in managing the business to succeed as a global organization and to adapt to local requirements and culture.

 

 

 

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Role and Accountabilities of the Human Resources and Compensation Committee

The HRCC is composed of Messrs. Beaudoin, Bekenstein, and Philip and Ms. Samardzich, with Mr. Philip acting as chair. All members of the HRCC have a working familiarity with human resources and compensation matters. The relevant experience of each member of the HRCC is described as part of their respective biographies. See “Business of the Meeting –Election of Directors – Description of Proposed Director Nominees”. Mr. Philip and Ms. Samardzich are considered independent under the standards set forth under Section 1.4 of NI 52-110, whereas Messrs. Beaudoin and Bekenstein are not considered independent under such standards. See “Disclosure of Corporate Governance Practices - Board of Directors - Independence ” for a discussion on the independence of the members of the Board of Directors.

The HRCC plays a critical role in the oversight and governance of the Company’s executive compensation policies and programs. The purpose of the HRCC is to assist and act for the Board of Directors in fulfilling its responsibilities with respect to:

 

•

the establishment of key human resources and compensation policies, including all incentive and equity-based compensation plans;

 

•

the performance evaluation of the CEO and the executive officers, and determination of the compensation for the CEO and the executive officers of the Company; and

 

•

the executive officers’ succession planning, including the oversight over the appointment and evaluation of senior management, but excluding the CEO’s succession.

Under the written charter of the HRCC adopted by the Board of Directors, the HRCC assumes the following responsibilities on matters that are specific to executive compensation:

 

•

annually reviews and monitors the Chief Executive Officer’s human resources plan, talent management plan and leadership development plan including overall organizational health and effectiveness and employee engagement and review the Chief Executive Officer’s report on the matter;

 

•

annually reviews and approves a total compensation policy that takes into account, among others, (i) a base salary, (ii) bonus and (iii) other direct and indirect benefits and report to the Board of Directors on these matters;

 

•

annually reviews and makes recommendations to the Board of Directors with respect to the performance goals and objectives relevant to the Chief Executive Officer and Executive Officers’ compensation;

 

•

annually reviews and evaluates the performance of the Chief Executive Officer, and the Executives Officers, in each case in light of pre-established performance objectives and reports its conclusions to the Board of Directors;

 

•

annually reviews the Company’s succession plan for the Executive Officers with the exception of the Chief Executive Officer, including appointment, training and evaluation and reviews any report from the Chief Executive Officer on the succession plan;

 

•

annually reviews and approves the compensation for the Chief Executive Officer and the Executive Officers, including annual salary, bonus and other direct and indirect benefits, ensures that such compensation realistically reflect their respective responsibilities and, in the Committee’s discretion, recommends any changes to the Board of Directors for consideration;

 

•

considers, recommends, monitors and approves any benefit plans, retirement plans, bonus, stock savings and incentive plans, and stock option and other medium or long-term incentive plans or certain terms or elements thereof for the Chief Executive Officer and the Executive Officers and oversees the administration of such plans, approves any share reserve in respect of any such plan, and assesses the effectiveness and appropriateness of such plans on an ongoing basis;

 

•

oversees, identifies and manages risks in relation to compensation policies and practices and reviews public disclosure in this respect; and

 

 

 

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2022 Proxy Circular

•

reviews and approves executive compensation disclosure to be included in the management proxy circular or any other document before it is publicly released.

Please refer to the section “Disclosure of Corporate Governance Practices –  Board of Directors Committees and Human Resources and Compensation Committee” for further information regarding the HRCC.

Compensation Consulting Services

Under its charter, the HRCC has the authority to retain and does retain, from time to time, the services of executive compensation consultants to provide independent advice on executive compensation and related governance issues. The HRCC also has the authority to determine and pay the fees of such consultants. All compensation and non-compensation services provided by such independent advisors, consultant and experts to the Company must be pre-approved by the HRCC or its chair.

In September 2021, the HRCC retained the services of Meridian Compensation Partners L.L.C. (“Meridian”) to provide expertise and advice in connection with a comprehensive review of the compensation of all of the Company’s executives, including the NEOs. The compensation review included the review of the Company’s peer group, the assessment of the Company’s positioning within its peer group in terms of compensation levels and mix and the review of the Company’s compensation programs. It was the first year that Meridian provided services to the HRCC and it did not provide additional services to the Company.

The aggregate fees billed to the Company for Fiscal 2022 and Fiscal 2021 for executive compensation-related services by Meridian are as set out below:

 

Market Positioning and Benchmarking

The Company adopted a compensation policy that is specific to the executive officers of the Company and provides for a positioning of each element of total compensation within a well-defined group of comparable companies.

As part of a compensation review conducted in Fiscal 2018, a group of comparable companies was reviewed and two peer groups were established: the Canadian Pay Peer Group and the U.S. Pay Peer Group, as defined in the table below. For Fiscal 2022, the HRCC recommended to the Board of Directors to continue relying on the review conducted for Fiscal 2018. However, following a compensation review conducted in Fiscal 2022 by Meridian, the group of comparable companies was reviewed and a single blended peer group was established, comprised of both Canadian and U.S. public companies. The new single blended peer group will be used by the Corporation to benchmark executive compensation starting in Fiscal 2023.

The Canadian Pay Peer Group is comprised of similar sized publicly traded companies operating in related industries (recognizing the absence of direct comparators in Canada) and having a significant proportion of revenues generated outside Canada and/or with business operations similar to BRP. Given that most of the current executive officers are Canadians working in Canada, this group is used as a primary source of data for the assessment of the Company’s market positioning in terms of compensation levels and design.

The U.S. Pay Peer Group is comprised of direct competitors as well as issuers operating in related industries and having similar size. Combined with survey data, it is used as a source of data for assessing

 

 

 

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compensation levels of executive officers based in the United States. In addition, the U.S. Pay Peer Group is used to understand U.S. competitive pay levels and provides important context regarding pay design trends for the Company’s closest competitors.

The following table presents the companies included in both comparator groups used by the Company for purposes of benchmarking executive compensation:

 

Canadian Pay Peer Group								U.S Pay Peer Group
Company		LTM Revenues (In Millions)(1)						Company		LTM Revenues (In Millions)(1)
SNC-Lavallin Group Inc.		$7,371						Thor Industries, Inc.		U.S.$ 14,885
WSP Global Inc.		$ 10,279						Harley-Davidson, Inc.		U.S.$ 5,336
Finning International Inc.		$ 7,294						Polaris Inc.		U.S.$ 8,198
TFI International Inc.		$ 9,167						Brunswick Corporation		U.S.$ 5,846
CCL Industries Inc.		$ 5,733
Cascades Inc.		$ 3,956
Martinrea International Inc.		$ 3,784
Maple Leaf Foods Inc.		$ 4,521
NFI Group Inc.		$ 2,976
CAE Inc.		$ 3,311
Maxar Technologies Inc.		$ 2,247
BRP		$ 7,648						BRP		U.S.$ 6,024
25th percentile		$ 3,666						25th percentile		U.S.$ 5,846
Median		$ 5,127						Median		U.S.$ 6,024
75th percentile		$ 7,440						75th percentile		U.S.$ 8,198

 

(1)

Data used at the time of the Fiscal 2022 compensation review was sourced from publicly available information as of March 23, 2022. For the Canadian Peer Group, TFI International Inc., NFI Group Inc. and Maxar Technologies Inc. revenues were converted from U.S. dollars to Canadian dollars using the foreign exchange rate provided by Refinitiv on January  31, 2022 (U.S.$1.00 = $1.2696). The same exchange rate was used to convert BRP revenues when comparing with the U.S. Peer Group.

Compensation Philosophy and Elements of Compensation

The Company targets a total compensation at market median and up to the 75^th percentile for top performers.

The Company’s executive compensation program consists primarily of six elements: base salary, short-term incentives, long-term equity incentives, group benefits, retirement benefits and perquisites, as illustrated below:

 

 

 

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TOTAL DIRECT COMPENSATION

 

OTHER ELEMENTS OF COMPENSATION

 

Group Benefits				Retirement Benefits				Perquisites
•  Investment in executive health and well-being. •  To provide a safety net to protect against the financial burden that can result from illness, disability or death.				•  To provide retirement income security. •  To retain key talent.				•  Facilitate business conduct and promotion of BRP’s products at a limited cost to the Company.

The following chart sets forth (i) the relative weight attributable to each element of target total direct compensation, namely base salary and target short-term and long-term incentives, in the total direct compensation awarded to the NEOs who were employed by the Company at the end of Fiscal 2022, and (ii) at the top of the chart, the percentage, for each such NEOs, of the target total direct compensation which was considered at risk (not guaranteed) for Fiscal 2022:

 

 

 

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Base Salary

The base salary established for each of the Company’s executive officers is intended to reflect each executive officer’s ability to contribute to the Company’s success through their expertise, experience and know-how. Base salary is not contingent on short-term variation in operating performance, and therefore sustains individual performance and competency development.

The amount payable to an executive officer is determined based on the scope of their responsibilities and relevant experience, while taking into account competitive market compensation within the Company’s comparator groups for similar positions and overall market demand for such executive. Base salaries are targeted at the market median of the competitive market, with base salaries for top performers achieving superior performance being set above the market median of the competitive market.

The HRCC annually reviews and approves the compensation for the Chief Executive Officer and the executive officers, including but not limited to annual salary, ensures that such compensation realistically reflect their respective responsibilities and reports such to the Board of Directors. The HRCC also annually reviews and make recommendations to the Board with respect to the performance goals and objectives relevant to the Chief Executive Officer and executive officers’ compensation.

Incentive Programs that Support a Strong Pay-for-Performance Philosophy

 

Pay-for-Performance Philosophy

 

Short-Term Incentives Incentive plan rewarding achievement of key performance measures				Long-Term Incentives Stock options plan aligning executive compensation with shareholder value creation

 

Approximately 66% of the target total direct compensation of the NEOs is driven by performance

 

 

 

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The Company sponsors two incentive programs for its executive officers and other key employees. Each program supports and promotes the successful execution of the business strategy, drives desired performance and encourages discretionary effort. The following presents an overview of the two programs and illustrates how they support a robust pay-for-performance philosophy.

    Short-Term Incentive Plan

 

 

●

The objectives of the short-term incentive program are to:

 

o

share in the Company’s success;

 

o

reward collective performance and results;

 

o

drive employee engagement as a foundation for high performance;

 

o

align employee contribution to the Company’s objectives; and

 

o

encourage employees in successfully executing the Company’s strategic plan.

 

●

The program rewards the attainment of financial and other key performance indicators.

    Long-Term Incentive Plan (Stock Option)

 

 

●

The objectives of the long-term incentive program are to:

 

o

align the interests of the employees with those of the shareholders;

 

o

promote the Company’s long-term growth;

 

o

share in the creation of economic value;

 

o

share the risk;

 

o

retain key employees; and

 

o

offer potential reward to high contributors and high potential candidates.

 

●

Stock options were chosen as the preferred long-term incentive vehicle to ensure that value was delivered to shareholders.

 

●

Stock options vest in tranches over a four-year period to promote strong retention.

 

●

Stock options offer a strong incentive leverage to reward long-term appreciation in shareholder value.

Short-Term Incentive Plan

Each executive is provided with an individual bonus payout target and a maximum bonus payout for a given fiscal year, established as a percentage of such executive’s base salary on the assumption that all of the performance measures used under the short-term incentive plan (the “STIP”) are met at target levels and maximum levels, respectively. Targets are aligned at the market median of the competitive market and the maximum bonus payout is set at two times the predetermined bonus payout target for exceptional results. For Fiscal 2022, the bonus payout target and the maximum bonus payout, as a percentage of base salary, for each of the NEOs were as follows:

 

 

 

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