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Vision Marine (NASDAQ: VMAR) renews CEO contract with stock and RSU awards

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(Neutral)
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(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Vision Marine Technologies Inc. has renewed CEO Alexandre Mongeon’s employment for five years through September 24, 2030, under a new executive agreement. The contract provides an annual base salary of US$600,000, a one-time bonus of 285,000 common shares for completing the Nautical Ventures acquisition and relocating to Florida, and potential cash bonuses up to US$750,000 plus up to 500,000 common shares tied to market capitalization milestones of US$15 million, US$25 million, and US$35 million maintained for 10 trading days. He is also eligible for a discretionary annual bonus of 50% of base salary, up to 100%, and receives six weeks’ vacation, a US$20,000 relocation payment, and monthly housing and car allowances of US$12,000 and US$2,000. Severance equals 12 months of base salary if terminated without cause or for good reason, increasing to two times base salary upon a change in control. Separately, Mongeon was granted 500,000 RSUs that vest in tranches of 150,000, 150,000, and 200,000 units upon reaching the same market cap milestones. The RSUs are issued under a new RSU Plan that caps issuances at 10% of outstanding common shares and limits any participant to 70% of available shares in a 12‑month period unless disinterested shareholders approve a higher allocation at the next annual meeting.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of September 2025

 

Commission File No. 001-39730

 

VISION MARINE TECHNOLOGIES INC.

(Translation of registrant’s name into English)

 

730 Boulevard du Curé-Boivin

Boisbriand, Québec, J7G 2A7, Canada

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F

 

Form 20-F x Form 40-F ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7) ¨

 

 

 

 

 

 

Entry into a Material Definitive Agreement.

 

The information set forth under 'Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers' in this Current Report on Form 6-K is incorporated by reference herein 

 

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On September 25, 2025, Vision Marine Technologies Corp, a wholly owned subsidiary incorporated in the State of Delaware of Vision Marine Technologies Inc. (the "Company") entered into an executive employment agreement (the "Employment Agreement") with Alexandre Mongeon, the Company's Chief Executive Officer ("CEO"), effective as of September 25, 2025. The Employment Agreement renews Mr. Mongeon's employment as CEO for a five-year term ending September 24, 2030, unless terminated earlier. Pursuant to the Employment Agreement, Mr. Mongeon was granted (i) an annual base salary of US$600,000, subject to annual review; (ii) a one-time issuance of 285,000 common shares of the Company as a bonus for completing the Nautical Ventures acquisition and relocating to the State of Florida; (iii) eligibility for cash bonuses up to US$750,000 and up to 500,000 common shares of the Company upon achieving specified “market cap milestones” (US$15 million, US$25 million, and US$35 million, maintained for 10 consecutive trading days (the “Milestones”)); (iv) a discretionary annual bonus target of 50% of base salary (maximum 100%); (v) six weeks of paid vacation; (vi) a one-time US$20,000 relocation payment, monthly housing allowance of US$12,000, and monthly car allowance of US$2,000; and (vii) severance, including 12 months' base salary upon termination without cause or for good reason, with enhanced severance (two times base salary) upon a change in control. The Employment Agreement includes standard non-competition, non-solicitation, and confidentiality obligations. The Employment Agreement was approved by the Compensation Committee of the board of directors of the Company (the “Board”) on September 23, 2025.

 

Concurrently, the Company entered into a restricted share unit agreement (the "RSU Agreement") with Mr. Mongeon, granting 500,000 restricted share units ("RSUs") that gradually vest upon achieving the Milestones (150,000 at US$15 million, 150,000 at US$25 million, and 200,000 at US$35 million). The RSUs are governed by the Company's Restricted Share Unit Plan (the "RSU Plan"), and was adopted by the Board of Directors on September 12, 2025. The RSU Plan limits issuances to 10% of the Company's issued and outstanding common shares (subject to other security-based compensation plans) and restricts any Company participant from receiving more than 70% of available common shares in any 12-month period, unless disinterested shareholder approval is obtained and the Company intends to seek such approval at its next annual general meeting. The RSU Agreement and RSU Plan were also approved by the Compensation Committee of the Board.

 

These arrangements align management incentives with shareholder value creation and are material compensatory plans for a named executive officer.

 

The foregoing descriptions of the Employment Agreement and RSU Agreement are not complete and are qualified in their entirety by references to the full text of the form of the Employment Agreement and RSU Agreement which are filed as Exhibit 10.1, and Exhibit 10.2, respectively, to this Current Report on Form 6-K and are incorporated herein by reference.

 

Other Events.

 

On September 26, 2025, we issued a press release announcing the renewal of the Executive Employment Agreement with Alexandre Mongeon as Chief Executive Officer, the entry into the RSU Agreement granting 500,000 RSUs, and the adoption of the RSU Plan.

 

General

 

The information contained in this report on Form 6-K of the Company, except for the press release furnished herewith as Exhibit 99.1 is hereby incorporated by reference into the Company’s Registration Statement on Form F-3 (File No. 333-267893) and Registration Statement on Form S-8 (File No. 333-264089).

 

 

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
10.1   Executive Employment Agreement, dated September 25, 2025 between the Company and Mr. Alexandre Mongeon
     
10.2   Restricted Share Unit Agreement, dated September 25, 2025 between the Company and Mr. Alexandre Mongeon
     
10.3   Restricted Share Unit Plan, adopted on September 12, 2025
     
99.1   Press Release, dated September 26, 2025

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  VISION MARINE TECHNOLOGIES INC.
     
Date: September 26, 2025 By: /s/ Raffi Sossoyan
  Name: Raffi Sossoyan
  Title: Chief Financial Officer

 

 

 

FAQ

What executive agreement did Vision Marine Technologies (VMAR) approve for its CEO?

Vision Marine Technologies renewed CEO Alexandre Mongeon’s employment for a five-year term ending September 24, 2030, under an executive employment agreement approved by the Compensation Committee.

How is the Vision Marine (VMAR) CEO compensated under the new agreement?

The CEO receives an annual base salary of US$600,000, a one-time grant of 285,000 common shares, eligibility for cash bonuses up to US$750,000 and up to 500,000 common shares tied to market cap milestones, and a discretionary annual bonus target of 50% of base salary, up to 100%.

What equity incentives did Vision Marine (VMAR) grant to its CEO in RSUs?

Vision Marine entered into an RSU Agreement granting the CEO 500,000 restricted share units, vesting as 150,000, 150,000, and 200,000 RSUs when the company’s market cap reaches US$15 million, US$25 million, and US$35 million for 10 consecutive trading days.

What are the key terms of Vision Marine’s (VMAR) RSU Plan?

The RSU Plan, adopted on September 12, 2025, limits issuances to 10% of issued and outstanding common shares and restricts any participant from receiving more than 70% of available common shares in a 12‑month period unless disinterested shareholders approve otherwise.

What severance protections does the Vision Marine (VMAR) CEO have?

If terminated without cause or for good reason, the CEO receives 12 months of base salary, with enhanced severance of two times base salary upon a change in control, along with standard non‑competition, non‑solicitation, and confidentiality obligations.

What relocation and allowance benefits are provided to the Vision Marine (VMAR) CEO?

The CEO is entitled to a one-time US$20,000 relocation payment, a monthly housing allowance of US$12,000, a monthly car allowance of US$2,000, and six weeks of paid vacation as part of his package.

How are these arrangements integrated into Vision Marine’s (VMAR) existing registration statements?

The information in this report, other than the press release exhibit, is incorporated by reference into Vision Marine’s Registration Statement on Form F-3 (File No. 333-267893) and Form S-8 (File No. 333-264089).

Vision Marine Technologies Inc

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