Form 6-K DESCARTES SYSTEMS GROUP For: May 11

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Skill Set and Experience of Proposed Director Nominees

The Corporate Governance Committee uses the following categories of skills and experience to assess the overall strength and diversity of the group of proposed non-executive director nominees to the Board.

Board Independence

National Policy 58-201 – Corporate Governance Guidelines recommends that boards of directors of reporting issuers be composed of a majority of independent directors. The Board is currently composed of a majority of independent directors with seven of the eight current directors being independent. Of the ten nominees standing for election at the Meeting, all are independent with the exception of Mr. Ryan, the CEO of the Corporation.

Independent Chair of the Board

Mr. Demirian, an independent director, is the Chair of the Board, and is responsible for, among other things, providing leadership to ensure that the Board functions independently of Management and non-independent directors and calling, where necessary, the holding of special meetings of the Board, non-Management directors or independent directors.

Meetings of Independent Directors

The independent directors meet without management at every board meeting, including special meetings. The various committees of the Board also hold in-camera sessions of the independent directors at the conclusion of every committee meeting, during which management is not present. The Board met eleven (11) times during fiscal 2022, and at each meeting held an in-camera session without members of management present and has met two further times between February 1, 2022 and April 29, 2022, again holding an in-camera session at each such meeting without management present.

Director Service on Other Boards

Currently, the following proposed director nominees serve on the following boards of other public companies:

Director Meetings and Attendance

The Board is committed to scheduling regular meetings of the Board and its committees and encouraging attendance by applicable directors and committee members to ensure the Board Mandate is fulfilled. The Board and its committees held the following number of meetings since January 31, 2021:

The attendance of each of the current directors at such meetings was as follows:

¹ Deepak Chopra joined the Audit Committee and Nominating Committee of the Board as of June 3, 2021 and his attendance reflects meetings held after that date.

² Deborah Close moved from the Audit Committee to the Nominating Committee of the Board as of June 3, 2021 and her attendance reflects meetings held both prior to and after that date, as applicable.

³ Chris Muntwyler joined the Compensation Committee and Corporate Governance Committee of the Board as of June 3, 2021 and his attendance reflects meetings held after that date.

⁴ Jane O’Hagan moved off of the Nominating Committee as of June 3, 2021 and her attendance reflects meetings held prior to that date.

⁵ John Walker moved off of the Nominating Committee as of June 3, 2021 and his attendance reflects meetings held prior to that date.

Director Tenure, Age and Board Renewal

The Corporation does not have director term limits or a formal retirement policy. In considering its approach to these topics, the Board of Directors believes term limits and retirement policies may indiscriminately eliminate both high and low performing directors as well as directors with unique and critical skill sets based solely on tenure or age. Instead, the Board:

The Board strives to maintain a balance of experience and familiarity with the business and operations of the Corporation with fresh perspectives, as reflected by the following chart which summarizes the tenure composition of the current Board, including Ed Ryan as CEO and a member of the Board.

The average tenure of the current directors of the Corporation is 6.75 years and the average age is 62.5 years. If each of the proposed nominees are elected the average tenure of the directors following the Meeting will be 5.4 years and the average age will be 61.5 years.

More than 50% of the Board has “turned-over” over the past eight years and during that period five individuals have joined the Board and four individuals have retired from the Board. If each of the proposed nominees are elected, that will result in seven new board members having joined the Board in the past eight years and five new board members having joined the Board in the past five years.

Nomination of Directors

The Nominating Committee is responsible for identifying and recruiting new candidates for nomination to the Board. The Nominating Committee, on at least an annual basis, reviews the competencies and skills that the Board as a whole should possess as well as the current strengths, skills and experience represented by each current director in light of the objectives, priorities, strategic direction and areas of focus of the Corporation. The Nominating Committee assesses potential candidates for nomination to the Board based on a particular candidate’s skills, experience, background and ability to commit and fulfill their duties as a director. The Nominating Committee also considers the Corporation’s policy with respect to diversity and the Corporation’s current needs after taking into consideration the current composition of the Board.

During fiscal 2022, the Nominating Committee undertook a process to assess the overall composition of the Board and to identify areas of competency, experience and background that may be beneficial to the Board on a go-forward basis. As a result of that process, the Board instructed the Nominating Committee to commence a search to identify potential new candidates for future consideration as additions to the Board. That search has culminated with the addition of two new proposed nominees to the Board, as set out in this Circular.

Orientation of New Directors

Responsibility for orientation of new directors is assigned by the Board to the Corporate Governance Committee. In this regard, the Corporate Governance Committee’s duties include ensuring the adequacy of the orientation and education program for new members of the Board. The Corporate Governance Committee reviews this program on an annual basis.

When a new director joins the Board, the new director’s orientation program considers the new director’s background and skills as well as the new director’s contemplated committee involvement. The orientation program is designed to introduce the new director to the business and to the Corporation’s expectations of directors. New directors have the opportunity to meet with the Chair of the Board, the CEO, the President and Chief Operating Officer (the “President and COO”), the Chief Financial Officer (the “CFO”) and the Corporation’s General Counsel, in addition to other senior members of Management. The Corporation’s General Counsel also reviews with each new member: (i) certain information regarding the Corporation, including the role of the Board and its committees and the Corporation’s corporate history; (ii) certain key documents of the Corporation, including the Corporation’s Code of Business Conduct and Ethics (the “Code of Conduct”), the Corporation’s Corporate Governance Framework, the Corporation’s policy with respect to diversity, Insider Trading Policy, Disclosure Policy, Risk Management Policy, Board Mandate, committee charters and position descriptions; and (iii) the legal obligations of a director of the Corporation. The Corporation’s General Counsel includes the Chair of the Board in this orientation process to assist independent directors with enquiries and information relating to such independent director’s role on the Board.

Continuing Education

The Corporate Governance Committee is responsible for arranging continuing education for directors in order to ensure that directors acquire and maintain skills and knowledge relevant to the performance of their duties as directors. In addition to external continuing education sessions attended by Board members, director education sessions, which are presented by Management or external consultants, are generally scheduled to coincide with the Corporation’s regular quarterly Board meetings to extend the Board’s knowledge of the Corporation and its operations and topics that the Corporate Governance Committee identifies as relevant to those operations. Sessions conducted for the Board in fiscal 2022 included the following:

Date

Topic

Description

Director Attendance

In addition, each of the committees of the Board may schedule education sessions with third party consultants that have been retained by such committees in connection with the fulfillment of the mandate of the committee. Each member of the Board is also eligible for reimbursement of up to $3,000 per fiscal year (Chair of the Board, $5,000) of fees paid by that individual director for enrolment in continuing education courses or programs conducted by third parties or institutions relevant to their role as a director of the Corporation. The Board encourages individual directors to enroll in such programs and advise the Corporate Secretary of the programs they have participated in. The following is a summary of the continuing education undertaken by each of the current non-executive directors during fiscal 2022, each of whom is proposed for re-election at the Meeting, but excluding the two new nominees to the Board:

Director

Continuing Education

Majority Voting Policy

The Board has adopted a policy (the “Majority Voting Policy”) whereby, in an uncontested election of directors, any nominee who does not receive a greater number of Common Shares voted in favour of his or her election than Common Shares withheld from voting, must promptly tender his or her resignation to the Chair of the Board, to take effect on acceptance by the Board. The Corporate Governance Committee, or such other committee of the Board as is applicable, will promptly consider such tendered resignation and make a recommendation to the Board to accept such resignation unless there are exceptional circumstances that would support rejection of the resignation. The Board will have 90 days following the date of the applicable annual meeting of shareholders to act on the committee’s recommendation. Following the Board’s decision on the resignation, the Board shall promptly disclose, via press release, its decision whether to accept the director’s resignation offer including the reasons for the Board rejecting the resignation offer, if applicable. The director will not participate in any committee (subject to the terms of the Majority Voting Policy) or Board deliberations on the resignation offer.

Advance Notice Provisions

The Corporation’s by-laws provide for advance notice of nominations of directors (“Advance Notice Provisions”) in circumstances where nominations of persons for election to the Board are made by shareholders other than pursuant to a requisition of a meeting or a shareholder proposal, in each case made pursuant to the provisions of the CBCA. The Advance Notice Provisions fix deadlines by which a shareholder must notify the Corporation of nominations of persons for election to the Board as follows: such notice must be provided to the Corporate Secretary of the Corporation (i) in the case of an annual meeting (including an annual and special meeting) of shareholders, not less than 30 nor more than 65 days prior to the date of the meeting; provided, however, that in the event that the meeting is to be held on a date that is less than 60 days after the date (the “Notice Date”) on which the first public announcement of the date of the meeting was made, notice by the nominating shareholder may be given not later than the close of business (Eastern time) on the tenth day following the Notice Date; and (ii) in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business (Eastern time) on the fifteenth day following the day on which the first public announcement of the date of the meeting was made. The Advance Notice Provisions also stipulate that certain information about any proposed nominee and the nominating shareholder be included in such a notice for it to be valid. The purpose of the Advance Notice Provisions is to ensure that all shareholders, including those participating in a meeting by proxy rather than in person, receive adequate prior notice of director nominations, as well as sufficient information concerning the nominees, and can thereby exercise their voting rights in an informed manner. In addition, the Advance Notice Provisions should assist in facilitating an orderly and efficient meeting process. A copy of the Corporation’s by-laws is available on the Corporation’s website at www.descartes.com and on SEDAR at www.sedar.com.

At the Meeting, the holders of Common Shares will be requested to vote on the re-appointment of KPMG LLP, Chartered Professional Accountants, Licensed Public Accountants, as auditors of the Corporation to hold office until the next annual meeting of shareholders or until a successor is appointed. KPMG LLP have been the auditors of the Corporation since April 16, 2015.

Professional Accountants, Licensed Public Accountants, as auditors of the Corporation to hold office until the next annual meeting of shareholders or until a successor is appointed.

Audit Fees

For the fiscal year ended January 31, 2022 (“fiscal 2022”) and the fiscal year ended January 31, 2021 (“fiscal 2021”), the Corporation incurred the approximate fees set out below for the services of KPMG LLP. Fees billed in Canadian dollars are presented in U.S. dollars using the Bank of Canada indicative foreign exchange rate on the last business day of the applicable fiscal period.

The following table sets forth the fees we have incurred in using the services of KPMG LLP in respect of the applicable fiscal years:

“Audit Fees” consist of fees and related disbursements for professional services rendered for the audit of the Corporation’s annual consolidated financial statements, reviews of the Corporation’s interim consolidated financial statements, services provided in connection with regulatory filings and statutory audits of certain of the Corporation’s foreign subsidiaries.

On April 30, 2012, the Board adopted the Corporation’s Performance and Restricted Share Unit Plan (as subsequently amended and restated, the “PRSU Plan”). For a description of the PRSU Plan, as it is formulated on the date hereof, please see the section entitled “Security-based Compensation Plans – PRSU Plan”. As the PRSU Plan provides that no new awards may be made thereunder after April 30^th, 2022 (the “Plan Expiry Date”), being the tenth anniversary of the PRSU Plan’s effective date, on April 26^th, 2022, the Board approved certain amendments to the PRSU Plan (the “Plan Amendments”), including removal of the Plan Expiry Date, subject to shareholder approval and acceptance by the Toronto Stock Exchange (the “TSX”). A copy of the PRSU Plan, reflecting the Plan Amendments, is attached hereto as Schedule “D”.

In accordance with the policies of the TSX, the Corporation is required to submit the Plan Amendments for approval by the Corporation’s shareholders at the Meeting. If the Plan Amendments are approved, the maximum number of Common Shares currently available for issuance under the PRSU Plan will not change and will remain at 2,587,500 Common Shares, representing 3.05% of the issued and outstanding Common Shares as at April 29^th, 2022, and will continue to be available for issuance under the PRSU Plan.

Housekeeping Amendments

The Plan Amendments include certain amendments of a housekeeping nature, including to: (i) replace certain references to Affiliates to be references to Subsidiaries and add a definition of such term; (ii) add language to confirm that non-employee directors are not eligible to participate in the PRSU Plan; (iii) update the definitions of Just Cause and Termination Date and make certain other changes to reflect consideration of developments in employment law since the last time the PRSU Plan was amended; and (iv) make clarifications to reflect the intent of certain provisions and otherwise correct certain clerical matters in the PRSU Plan.

Blackout-related Amendments

The Plan Amendments also propose, consistent with market practice for such matters, to introduce a definition for “Blackout Period” and add a provision extending the period for redemption of Restricted Share Units (“RSUs”) and/or Performance Share Units (“PSUs”) (RSUs and PSUs are collectively referred to as “Share Units”) that would otherwise be redeemed or expire during a Blackout Period such that the redemption will occur following completion of the Blackout Period.

Corporate Transactions

The Plan Amendments would also update the concept of Corporate Transaction (as such term is defined under the PRSU Plan) to clarify the situations it is intended to cover and not cover and increase the condition for ownership by joint actors from 20% to being 40%, as follows:

“Corporate Transaction” means, whether completed in one or a series of transactions, any (i) Change inof Control, (ii) capital reorganization, (iii) amalgamation, (iv) offer for Common Shares, where the Common Shares subject to the offer, together with the offeror’s Common Shares and Common Shares of any person or Corporation acting jointly or in concert with the offeror, constitute in the aggregate 20% or more of the Common Shares; (v) acquisition by a person of Common Shares such that the Common Shares acquired, together with the person’s Common Shares and Common Shares of any person or corporation acting jointly or in concert with such person, constitute in the aggregate 2040% or more of the Common Shares outstanding immediately after such acquisition, unless another person has previously acquired and continues to hold Common Shares that represent a greater percentage than the first-mentioned person;, (vi) sale of all or substantially all of the assets of the Corporation or any Subsidiary; (viiv) arrangement, plan of arrangement or other scheme or reorganization, or (viii(vi) liquidation of all or substantially all of the consolidated assets of the Corporation or wind-up of the Corporation’s business or significant reorganization of its affairs or the commencement of proceedings for such a liquidation, winding-up or reorganization (except where such reorganization is part of a bona fide reorganization of the Corporation in circumstances where the business of the Corporation is continued and the shareholdings remain substantially the same following the reorganization), or (vii) extraordinary distributions to shareholders, including extraordinary cash dividends, dividends in kind and return of the Corporation of all or substantially all of the consolidated assets of the Corporation; provided that a Corporate Transaction shall exclude: (i) any transaction to which the parties are limited to the Corporation and/or any one or more Subsidiaries of the Corporation prior to the time of the transaction, (ii) the completion of a treasury offering of securities of the Corporation or a Subsidiary of the Corporation, or (iii) the dividend or other distribution by the Corporation or one of its Subsidiaries of shares in the capital; of the Corporation.

The application of the term Corporate Transaction, would also be updated to provide that to trigger a Corporate Transaction of the Corporation where the surviving, successor or acquiring entity does not assume the outstanding Share Units or substitute similar share units for the outstanding Share Units, that a further condition be added to such trigger such that it will require that the surviving, successor or acquiring entity be listed on a “Recognized Stock Exchange” with a “Market Capitalization”

in excess of the Corporation’s “Market Capitalization”. See Schedule “D” for the meaning of such defined terms.

Amendment Provisions

As noted above, the Plan Amendments would remove the Plan Expiry Date, which provision was included in the amendment section of the PRSU Plan.

The Plan Amendments would also propose, consistent with TSX requirements, to further update the amendment section of the PRSU Plan to clarify when shareholder approval is required or not required for amendments, what level of such shareholder approval is required, and the process for amending outstanding Share Units, as follows:

No new awards may be made under the Plan after the 10^th anniversary of the Effective Date. The Board may amend, suspend or terminate the Plan, or any portion thereof or, subject to the consent of the holder as required under the final paragraph of this Section 6.2, any outstanding Share Units granted thereunder, at any time, and in whole or in part, subject to those provisions of applicable law (including, without limitation, the rules, regulations and policies of the Toronto Stock Exchange), if any, that require the approval of shareholders or any governmental or regulatory body. The, provided that, the Board may make any amendments to the Plannot, without seeking shareholderthe approval except the following amendments for which Shareholder approval will be requiredof the holders of a majority of the Common Shares present and voting in person or by proxy at a meeting of Shareholders, make:

If this Plan is terminated, the provisions of this Plan and any administrative guidelines, and other rules adopted by the Board and in force at the time of this Plan, will continue in effect as long as a Share Unit or any rights pursuant thereto remain outstanding.  However, notwithstanding the termination of the Plan, the Board may make any amendments to the Plan or the Share Units it would be entitled to make if the Plan were still in effect.

TheSubject to the foregoing, the Board may amend or modify any outstanding Share Unit in any manner to the extent that the Board would have had the authority to initially grant the award as so modified or amended, provided that, where such amendment or modification is adverse to the holder, the consent of the holder is required to effect such amendment or modification.

The TSX has conditionally approved the Plan Amendments, subject to approval of the Plan Amendments by a majority of votes cast at the Meeting. As a result, at the Meeting, shareholders will be asked to consider and, if thought advisable, to pass the ordinary resolution that follows below (the “Plan Amendments Resolution”), approving the Plan Amendments. The Board believes that approval of the PRSU Plan Amendments Resolution is in the best interests of the Corporation and unanimously recommends that shareholders vote FOR the approval of the Plan Amendments Resolution. If the Plan Amendments Resolution is not passed at the Meeting, the PRSU Plan will not be amended and no new awards may be made thereunder.

WHEREAS:

NOW THEREFORE BE IT RESOLVED THAT:

In the absence of a contrary instruction, the persons designated by Management in the enclosed form of proxy intend to vote FOR the Plan Amendments Resolution.

The Board has determined to provide the Corporation’s shareholders with an advisory vote on the Corporation’s approach to executive compensation. While this “Say-on-Pay” vote is non-binding, it gives shareholders an opportunity to provide important input to the Board. Shareholders will be asked at the Meeting to consider, and, if deemed advisable, adopt the following resolution (the “Say-On-Pay Resolution”):

“BE IT RESOLVED, on an advisory basis and not to diminish the role and responsibilities of the Board, that the shareholders accept the approach to executive compensation disclosed in the Corporation’s Management Information Circular dated April 29, 2022.”

Approval of the Say-On-Pay Resolution will require an affirmative vote of a majority of the votes cast by holders of Common Shares present or represented by proxy at the Meeting.

In the absence of a contrary instruction, the persons designated by Management in the enclosed form of proxy intend to vote FOR the Say-On-Pay Resolution.

As this is an advisory vote, the results will not be binding upon the Board. However, the Board of Directors will take the results of the vote into account, as it deems appropriate, when considering future compensation policies, procedures and decisions and in determining whether to increase its current engagement practices with shareholders on compensation and related matters. The Corporation will disclose the results of the shareholder advisory vote as part of its report of voting results for the Meeting.

At the previous year’s annual meeting of shareholders held on June 3^rd, 2021, 95.75% of the votes cast by shareholders were cast in favour of the “Say-on-Pay” resolution.

The Corporation knows of no other matters to be submitted to the shareholders at the Meeting. If any other matters properly come before the Meeting, it is the intention of the persons designated by Management in the enclosed form of proxy to vote the Common Shares they represent in accordance with their judgment on such matters.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

The Board and Management consider good corporate governance to be central to the effective operation of the Corporation. Both Management and the Board, with the assistance of the Corporate

Governance Committee, have devoted significant attention and resources to ensuring that the Corporation’s system of corporate governance meets or exceeds applicable legal and stock exchange requirements, and reflects consideration of best practices in corporate governance and their application to the Corporation’s circumstances.

Director	Audit	Compensation	Corporate Governance	Nominating
Deepak Chopra	Member			Member
Deborah Close		Chair		Member
Eric A. Demirian	Member		Member
Dennis Maple		Member		Chair
Chris Muntwyler		Member	Member
Jane O’Hagan		Member	Chair
John J. Walker	Chair		Member

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The Audit Committee conducted seven committee meetings during the year with all members of the committee present at each of the meetings;

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The Corporation’s independent auditors – KPMG – attend each quarterly meeting of the Committee at which the financial results are reviewed, to report on the results of their quarterly reviews of the interim financial statements and the annual audit of the financial statements and annual audit of internal controls over financial reporting;

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At each quarterly meeting of the Audit Committee, an in-camera meeting with the independent auditor is conducted without Management present, as well as an in-camera meeting with the head of internal audit without Management present, and an in-camera meeting with the CFO without the other members of Management present; and

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At each meeting of the Audit Committee including both the regular quarterly meetings and any of the other ad-hoc meetings held, an in-camera meeting of the members of the Audit committee and other Board members in attendance is conducted without Management present.

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Reviewed and discussed with Management and the independent auditor the audited annual consolidated financial statements prepared by Management, and the notes disclosures and management’s discussion and analysis thereon; and

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Reviewed and discussed with Management and the independent auditor the results of the audit of the internal control over financial reporting.

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Reviewed the qualifications, performance and independence of the independent auditor and approved the compensation of the independent auditor;

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Reviewed the qualifications and experience of the proposed new lead engagement partner of the independent auditor as required under the partner rotation practices of the independent auditor;

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Approved audit and permitted non-audit services to be performed by the independent auditor;

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Delegated authority to the Chair of the Audit Committee to approve requests received during the year for audit and permitted non-audit services to be provided by the independent auditor and reviewed and ratified the decisions of the Chair at the next meeting; and

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Reviewed the overall scope and plan of the annual audit with the independent auditor and Management.

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Reviewed with Management and the independent auditor prior to publication, and recommended for approval by the Board, the interim quarterly financial statements and the annual consolidated financial statements prepared by Management and the notes and management’s discussion and analysis thereon, and the related earnings press release for each quarter;

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Reviewed the Corporation’s design plans and testing of internal controls over financial reporting in accordance with the COSO 2013 framework;

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Reviewed Management’s reports on the effectiveness of internal control over financial reporting and disclosure controls and procedures; and

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Reviewed the results of the Audit Committee whistle-blower hotline program.

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Reviewed results of annual risk assessment survey;

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Reviewed the annual fraud risk assessment prepared by management and the controls and procedures designed to monitor and manage fraud risk;

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Received regular updates from management and external consultants on approach to cyber-security risk management and mitigation; and

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Reviewed the Corporation’s commercial insurance coverage program.

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Reviewed the performance of the CFO, the head of internal audit and senior finance and tax staff; and

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Reviewed Management’s annual proposed budget for the Corporation and related planning initiatives.

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Received and reviewed quarterly reports from the internal audit function reporting directly to the Chair of the Audit Committee; and

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Reviewed and approved the annual work plan for internal audit.

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Reviewed certain amendments to the Corporation’s credit facility that were put in place in December 2021 to address certain changes related to the administration of the credit facility.

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Reviewed and recommended for Board approval the Corporation’s corporate governance framework;

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Periodically reviewed the Corporation’s corporate governance activities and reported to the Board on these activities at quarterly Board meetings;

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Reviewed development of and progress towards ongoing ESG initiatives, and the Corporation’s disclosure relating to those initiatives;

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Reviewed and recommended for Board approval the statement of corporate governance practices included in this Circular;

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Reviewed the Corporation’s governing documents including the Corporation’s Board Mandate and each of its committee charters;

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Reviewed the Code of Conduct and recommended for Board re-approval;

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Reviewed the Corporation’s disclosure policy;

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Reviewed the Corporation’s director orientation program;

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Oversaw the ongoing director education program and the selection of topics for director education sessions;

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Reviewed the Corporation’s directors’ and officers’ liability insurance program and recommended to Management that certain enhancements to the program be made;

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Conducted an assessment of the performance of the Board, the individual directors and each Board committee against their respective mandates;

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Evaluated each director against independence criteria applicable to the Corporation; and

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Reviewed, together with the Compensation Committee, the CEO’s recommendations for Management succession and development plans.

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Considers the criteria established by the Board for the selection of new directors, which includes professional experience, personal characteristics and Board diversity, including gender diversity;

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Maintains a list of desired competencies, expertise, skills, background and personal qualities for potential candidates for the Board;

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Identifies and recommends to the Board individuals qualified and suitable to become Board members, taking into consideration any perceived gaps in the current Board or committee composition; and

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Considers the experience and expertise of the independent members of the Board with a view to identification of a suitable potential successor for the Chair of the Board role.

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Considered the overall size of the Board;

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Reviewed the composition of the Board’s committees and recommended to the Board the proposed composition of the Board’s committees having regard to succession planning within those committees in light of changes in Board composition; and

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Commenced a process to identify the key skills, expertise and background for potential new additions to the Board to ensure the Board remains well positioned for future refreshment and then began to identify potential candidates who could address those areas of interest.

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Mr. Brett has significant experience in the role of a Chief Financial Officer to a publicly traded company with international operations;

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Mr. Brett has demonstrated his abilities and knowledge in several areas that have added value to the Corporation since his appointment, including in the areas of capital market transactions, merger and acquisition integration, taxation, business planning and overall financial management and financial reporting; and

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Mr. Brett has played a key role in capital market transactions, including putting in place a restated credit facility that assists the Corporation in executing against its business plan and executing on a public offering of Commons Shares of the Corporation.

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The scope of Mr. Pagan’s role is broader than comparable roles at peer companies;

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Mr. Pagan had served in a senior executive role for more than 10 years;

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During such time, the Corporation has achieved superior financial performance and executed on its long-term and corporate development strategy;

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During the past five years of Mr. Pagan’s tenure, the performance of the Common Shares exceeded that of the S&P/TSX Composite Index and the NASDAQ Composite Index and tracked slightly under the S&P/TSX Composite Index “Software &Services” industry subgroup index; and

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Mr. Pagan played an integral role in the steady improvement in the Corporation’s operating performance and the completion of various acquisitions and financing transactions.

Name and Principal Position	Fiscal Year Ended Jan. 31	Salary1	Share- based Awards2	Option- based Awards3	Annual Non-Equity Incentive Plan compensation4	All Other Compensation5	Total Compensation
		($)	($)	($)	($)	($)	($)
Edward J. Ryan Chief Executive Officer	2022 2021 2020	485,000 440,000 440,000	4,097,288 3,305,797 2,125,494	592,194 499,271 307,486	750,000 440,000 440,000	2,000 2,000 2,000	5,926,482 4,687,068 3,314,980
Allan Brett Chief Financial Officer	2022 2021 2020	333,333 300,000 300,000	1,523,671 1,333,664 939,999	220,218 200,307 135,987	367,500 200,000 200,000	9,931 9,474 8,993	2,454,653 2,043,445 1,584,979
J. Scott Pagan President & COO	2022 2021 2020	333,333 300,000 300,000	1,882,214 1,706,026 1,253,399	272,041 255,549 181,319	446,250 252,000 252,000	9,931 9,474 8,993	2,943,769 2,523,049 1,995,711
Andrew Roszko Executive Vice President, Global Sales	2022 2021 2020	283,333 250,000 250,000	739,461 440,650 40,310	197,392 211,949 984,8867	450,000 225,000 225,000	7,189 – –	1,677,375 1,127,599 1,500,1966
Kenneth Wood Executive Vice President, Product Management	2022 2021 2020	242,500 220,000 215,000	369,762 245,086 65,450	98,705 139,440 122,435	112,500 55,000 55,000	2,000 2,000 2,000	825,467 661,526 459,885

Total Compensation of NEOs in Fiscal 2022 as a percentage of the Corporation’s total revenue in Fiscal 2022

3.26%

	Option-based Awards1					Share-based Awards1
Name	Grant Date	Number of securities underlying unexercised options	Option Exercise Price2	Option Expiration Date	Value of unexercised in-the-money options3	Number of shares or units of shares that have not vested4,5	Market or payout value of share-based awards that have not vested5,6	Market or payout value of vested share-based awards not paid out or distributed7
		(#)	($)		($)	(#)	($)	($)
Edward J. Ryan	April 13, 2018	34,135	28.65	April 13, 2025	1,503,990
	April 13, 2019	34,193	39.63	April 13, 2026	1,131,254
	April 12, 2020	33,851	40.55	April 12, 2027	1,088,534
	Dec 7, 2020	11,392	57.92	Dec 7, 2027	168,475
	April 14, 2021	35,596	64.37	April 14, 2028	296,937
						120,189	8,746,154	33,338,193
Allan Brett	April 15, 2016	12,205	19.49	April 15, 2023	649,545
	April 13, 2017	12,505	23.51	April 13, 2024	615,271
	April 13, 2018	12,526	28.65	April 13, 2025	551,896
	April 13, 2019	15,122	39.63	April 13, 2026	500,302
	April 12, 2020	14,971	40.55	April 12, 2027	481,417
	Dec 7, 2020	3,625	57.92	Dec 7, 2027	53,610
	April 14, 2021	13,237	64.37	April 14, 2028	110,421
						48,393	3,521,559	9,870,086
J. Scott Pagan	April 15, 2016	21,090	19.49	April 15, 2023	1,122,401
	April 13, 2017	20,597	23.51	April 13, 2024	1,013,413
	April 13, 2018	18,790	28.65	April 13, 2025	827,889
	April 13, 2019	20,163	39.63	April 13, 2026	667,080
	April 12, 2020	19,961	40.55	April 12, 2027	641,878

	Dec 7, 2020	4,039	57.92	Dec 7, 2027	59,732
	April 14, 2021	16,352	64.37	April 14, 2028	136,406
						61,991	4,511,085	23,050,043
Andrew Roszko	April 13, 2018	2,763	28.65	April 13, 2025	121,738
	April 13, 2019	6,758	39.63	April 13, 2026	223,584
	April 13, 2019	100,000	39.63	April 13, 2026	3,308,436
	April 12, 2020	9,426	40.55	April 12, 2027	303,108
	Dec 7, 2020	8,199	57.92	Dec 7, 2027	121,254
	April 14, 2021	11,865	64.37	April 14, 2028	98,976
						14,030	1,020,963	201,864
Kenneth Wood	April 13, 2017	4,825	23.51	April 13, 2024	237,400
	April 13, 2018	9,499	28.65	April 13, 2025	418,527
	April 13, 2019	13,615	39.63	April 13, 2026	450,444
	April 12, 2020	13,479	40.55	April 12, 2027	433,439
	Dec 7, 2020	3,677	57.92	Dec 7, 2027	54,379
	April 14, 2021	5,933	64.37	April 14, 2028	49,492
						7,599	552,979	158,420

Name	Option-based awards – Value vested during the year1	Share-based awards – Value vested during the year2	Non-equity incentive plan compensation – Value earned during the year3
	($)	($)	($)
Edward J. Ryan	923,131	5,447,635	750,000
Allan Brett	390,823	2,060,919	367,500
J. Scott Pagan	511,675	2,941,145	446,250
Andrew Roszko	961,327	198,299	450,000
Kenneth Wood	338,347	172,029	112,500

Name	Shares acquired on exercise during the year	Aggregate Value Realized1	Unexercised options at the end of the year2
	(#)	($)	(#)
Edward J. Ryan	Nil	Nil	149,167
Allan Brett	Nil	Nil	84,191
J. Scott Pagan	Nil	Nil	120,992
Andrew Roszko	Nil	Nil	139,011
Kenneth Wood	Nil	Nil	51,028

•

We are required to pay the NEO his base salary and on-target short-term compensation for up to two years.

•

We are required to pay the NEO his base salary for up to one year and an amount equal to his annual average short-term compensation received over the two preceding years.

•

We are required to pay the NEO his base salary for up to one year and an amount equal to his on-target short-term compensation for the then current year.

•

We are required to pay the NEO his base salary for up to 12 months, subject to a 50% reduction of the unpaid balance of such severance amount from the date the departed NEO finds alternate employment to the end of the 12-month period.

•

A Change in Control as described in the section below which results in a material change of the NEO’s position, duties, responsibilities, title or office which were in effect immediately prior to such a change in control;

•

A material reduction by the Corporation of the NEO’s salary, benefits or any other form of remuneration payable by the Corporation; or

•

A material breach of the employment agreement between the Corporation and the NEO that is committed by the Corporation.

•

A Corporate Transaction; and

•

The surviving, successor or acquiring entity does not assume the outstanding Share Units;

•

A “Change of Control” includes:

o

A transaction in which any person or group acquires ownership of more than 50% of the Corporation’s Common Shares, on a fully-diluted basis;

o

During any two-year period, directors, including any additional director whose election was approved by a vote of at least a majority of the directors then in office or who were appointed by the directors then in office, cease to constitute a majority of the Board;

o

A transaction which results in more than 50% of the Corporation’s Common Shares, on a fully-diluted basis, being held by any person or group other than the Corporation’s shareholders immediately preceding the transaction; or

o

There is a transaction to sell all or substantially all of the assets of the Corporation;

•

A “Corporate Transaction” is defined as any of the following:

o

A capital reorganization, amalgamation, arrangement, plan of arrangement or other scheme or reorganization;

o

An offer for Common Shares, where the Common Shares subject to the offer, together with the offeror’s Common Shares and Common Shares of any person or company acting jointly or in concert with the offeror, constitute in the aggregate 20% or more of the Common Shares;

o

An acquisition by a person of Common Shares such that the Common Shares acquired, together with the person’s Shares and Shares of any person or company acting jointly or in concert with such person, constitute in the aggregate 20% or more of the Common Shares outstanding immediately after such acquisition, unless another person has previously acquired and continues to hold Common Shares that represent a greater percentage than the first-mentioned person;

o

A sale of all or substantially all of the assets of the Corporation or any subsidiary; or

o

An extraordinary distribution to shareholders, including extraordinary cash dividends, dividends in kind and return of capital.

Name	Event	Salary ($)	Short-term ($)	Stock Options ($)	Share Units ($)	Total ($)
Edward J. Ryan	Termination Without Cause	1,000,000	1,000,000	–	4,530,369	6,530,369
	Termination Without Cause Within 12 Months of Change of Control	1,000,000	1,000,000	645,021	8,746,154	11,391,175
	Solely Upon Change of Control	–	–	–	–	–

Allan Brett	Termination Without Cause	350,000	283,750	–	1,894,688	2,528,438
	Termination Without Cause Within 12 Months of Change of Control	350,000	283,750	260,908	3,521,559	4,416,217
	Solely Upon Change of Control	–	–	–	–	–
J. Scott Pagan	Termination Without Cause	700,000	595,000	–	2,467,437	3,762,437
	Termination Without Cause Within 12 Months of Change of Control	700,000	595,000	334,731	4,511,085	6,140,816
	Solely Upon Change of Control	–	–	–	–	–
Andrew Roszko	Termination Without Cause	300,000	300,000	–	345,124	945,124
	Termination Without Cause Within 12 Months of Change of Control	300,000	300,000	–	967,404	1,567,404
	Solely Upon Change of Control	–	–	–	–	–
Kenneth Wood	Termination Without Cause	250,000	–	–	162,544	412,544
	Termination Without Cause Within 12 Months of Change of Control	250,000	–	–	464,9218	714,928
	Solely Upon Change of Control	–	–	–	–	–

Retainer	Fiscal 2021 Amounts	Fiscal 2022 Amounts
Annual Base Retainer – Non-Executive Chair	$95,000	$135,000
Annual Base Retainer – All Other Non-Executive Directors	$50,000	$60,000
Audit Committee Retainer	$20,000 – Chair $10,000 – Member	$28,000 – Chair $14,000 – Member
Compensation Committee Retainer	$10,000 – Chair $5,000 – Member	$14,000 – Chair $7,000 – Member
Corporate Governance Committee Retainer	$10,000 – Chair $3,750 – Member	$14,000 – Chair $5,250 – Member
Nominations Committee Retainer	$5,000 – Chair $2,500 – Member	$7,000 – Chair $3,500 – Member
Annual Equity Grant – Non-Executive Chair	$150,000	$200,000
Annual Equity Grant – All Other Non-Executive Directors	$115,000	$175,000

Name	Fees Earned1 ($)	Share-based Awards2 ($)	Total3 ($)
Deepak Chopra	68,231	175,000	243,231
Deborah Close	75,039	175,000	250,039
Eric A. Demirian - Chair	121,630	200,000	321,630
Dennis Maple	69,321	175,000	244,321
Chris Muntwyler	64,759	175,000	239,759
Jane O’Hagan	76,503	175,000	251,503
John J. Walker	87,583	175,000	262,583

	Share-based Awards
Name	Number of shares or units of shares that have not vested	Market or payout value of share-based awards that have not vested	Market or payout value of vested share-based awards not paid out or distributed1
	(#)	($)	($)
Deepak Chopra	–	–	482,174
Deborah Close	–	–	2,560,776
Eric A. Demirian	–	–	4,493,693
Dennis Maple	–	–	1,622,844
Chris Muntwyler	–	–	480,209
Jane O’Hagan	–	–	3,797,648
John J. Walker	–	–	4,901,496

Name	Option-based awards – Value vested during the year ($)	Share-based awards – Value vested during the year1 ($)
Deepak Chopra	–	243,231
Deborah Close	–	175,000
Eric A. Demirian	–	200,000
Dennis Maple	–	244,321
Chris Muntwyler	–	239,759
Jane O’Hagan	–	251,503
John J. Walker	–	262,583

Position	Equity Ownership Level as a Multiple of Annual Base Retainer
Non-Management Director	3X

Name	Minimum Equity Ownership Level ($)	Value of Holdings per Equity Ownership Policies(1) ($)	Minimum Equity Ownership Level Achieved?
Deepak Chopra	180,000	441,332	Yes
Deborah Close	180,000	2,198,244	Yes
Eric A. Demirian	405,000	4,482,193	Yes
Dennis Maple	180,000	1,419,507	Yes
Chris Muntwyler	180,000	437,854	Yes
Jane O'Hagan	180,000	3,289,009