EX-99.25 26 tm218926d1_ex99-25.htm EXHIBIT 99.25

Exhibit 99.25

MANAGEMENT INFORMATION CIRCULAR

GREENBROOK TMS INC.

ANNUAL MEETING OF SHAREHOLDERS

May 19, 2020

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an Annual Meeting of the Shareholders (the “Meeting”) of Greenbrook TMS Inc. (“Greenbrook” or the “Company”) will be held on Monday, June 29, 2020 at 10:00 a.m. (Toronto time) by way of virtual-only meeting via live audio webcast and teleconference.

Meeting Business

The Meeting will be held for the following purposes:

to receive the annual consolidated financial statements of Greenbrook for the fiscal year ended December 31, 2019, and the auditors’ report thereon;

to elect members of the Board of Directors of Greenbrook (see “Business to be Transacted at the Meeting – Election of the Board of Directors”);

to appoint Greenbrook’s auditors and to authorize the directors to fix the auditors’ remuneration (see “Business to be Transacted at the Meeting – Appointment of the Auditors”); and

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

Record Date

You have the right to receive notice of and vote at the Meeting as set out in the accompanying Management Information Circular if you are a Greenbrook shareholder as of the close of business on May 29, 2020.

Meeting Format

Greenbrook will hold its Meeting exclusively by electronic means, including via live audio webcast and teleconference. The decision to hold the Meeting by electronic means has been made in light of the recommendations and restrictions by authorities to address proactively the public health impact of COVID-19 (coronavirus) and to mitigate risks to the health and safety of our shareholders and the broader community. As a result of these recommendations and restrictions, it will not be possible to attend the Meeting in person. Accordingly, we would strongly encourage shareholders to vote in advance using their proxy or voting instruction form as described below and to participate in the Meeting through the live audio webcast or teleconference. The health and safety of our shareholders and other interested stakeholders is our top priority.

Given the extraordinary circumstances, Management currently intends on only proceeding with the formal items of business of the Meeting without any opening remarks or subsequent management presentations. However, shareholders will still have the opportunity to submit questions during the Meeting through the live audio webcast or teleconference.

Voting in Advance of the Meeting

As a Greenbrook shareholder, it is important that you read the accompanying Management Information Circular carefully. Shareholders are encouraged to vote in advance of the Meeting by using the proxy form or voting instruction form accompanying the Circular. You will not be permitted to vote in person or via teleconference during the Meeting.

Registered shareholders (whose Greenbrook shares are registered in their name) may vote in advance of the Meeting by telephone, on the internet or by mail in accordance with the instructions set out on the proxy form previously sent. For voting by mail, registered shareholders should complete and sign their proxy form and return it to Greenbrook’s transfer agent, Computershare Investor Services Inc.,100 University Avenue, 8th Floor, North Tower, Toronto, Ontario, M5J 2Y1, Canada, Attention: Proxy Department, by no later than 10:00 a.m. (Toronto time) on June 25, 2020.

Non-registered beneficial shareholders (whose Greenbrook shares are held indirectly through an intermediary such as a bank, trust company, securities broker or other intermediary) should review the voting instruction form provided by their intermediary, which sets out the procedures to be followed for voting shares held through intermediaries.

Attending and Participating During the Meeting

Shareholders will be able to listen to the Meeting via live audio webcast and teleconference, which will be accessible as follows:

•	Toll Free North America:	(866) 521-4909

•	International:	(647) 427-2311

•	Webcast:	For more information or to listen to the call via webcast, please visit: www.greenbrooktms.com/investors/events.htm

Shareholders will be able to submit questions following the conclusion of the formal business of the Meeting through the teleconference platform by following the instructions provided during the Meeting.

As in-person attendance at the Meeting will not be possible, shareholders should not appoint a proxyholder, other than the proxyholders named in the proxy form or voting instruction form, to participate and vote on their behalf at the Meeting.

Greenbrook believes that the ability to participate in the Meeting in a meaningful way remains important despite the decision to hold this year’s Meeting through electronic means. Shareholders will have substantially the same opportunity to submit questions on matters of business at the Meeting as in past years when the annual shareholders meeting was held in person.

For those that plan on accessing the webcast or teleconference, please allow ample time prior to the Meeting. The Meeting will begin promptly at 10:00 a.m. (Toronto time) on Monday, June 29, 2020, unless otherwise adjourned or postponed. Once logged in to the webcast, it is important to remain connected to the internet for the duration of the Meeting.

By Order of the Board of Directors,


Toronto, Ontario	Bill Leonard
May 19, 2020	President and Chief Executive Officer

MANAGEMENT INFORMATION CIRCULAR

All information in this Management Information Circular (the “Circular”) is as of May 19, 2020, unless otherwise indicated.

In this Circular, “we”, “us”, “our”, “Greenbrook” and “the Company” refer to Greenbrook TMS Inc. and its subsidiaries, where applicable. “You” and “your” refer to holders (“Shareholders”) of common shares of Greenbrook (“Shares”). Unless otherwise indicated, all references to “$” or “dollars” in this Circular refer to United States dollars.

This Circular is provided in connection with our Annual Meeting of Shareholders to be held on Monday, June 29, 2020 (the “Meeting”). Your proxy is being solicited by management of Greenbrook for the items described in the Notice of Meeting on the previous page. We pay for all costs associated with soliciting your proxy. We usually make our request by mail, but we may also solicit your proxy by telephone.

Please read this Circular, as it gives you information that you will need to know in order to cast your vote. We also encourage you to read Greenbrook’s management’s discussion and analysis and annual consolidated financial statements for the fiscal year ended December 31, 2019 (“Fiscal 2019”). A copy of the management’s discussion and analysis and annual consolidated financial statements will be sent to all registered and beneficial Shareholders who have requested that these materials be sent to them. These documents are also available on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com and Greenbrook’s website at www.greenbrooktms.com.

Table of Contents

Page

BUSINESS TO BE TRANSACTED AT THE MEETING	1
VOTING INFORMATION	2
ABOUT GREENBROOK	5
ELECTION OF DIRECTORS	5
General	5
Advance Notice Provisions	5
Individual and Majority Voting Policy	6
Director Nominee Biographies	7
Board and Committee Attendance	11
OUR APPROACH TO CORPORATE GOVERNANCE	12
General	12
The Role of the Board	12
Corporate Governance Policies and Practices	12
Composition of our Board and Board Committees	13
Director Independence	13
Meetings of Independent Directors and Conflicts of Interest	13
Committees of our Board	14
Governance, Compensation and Nominating Committee	15
Director Term Limits and Other Mechanisms of Board Renewal	16
Orientation and Continuing Education	16
Ethical Business Conduct	16
Diversity	17
Disclosure Policy	17
DIRECTOR COMPENSATION	18
General	18
Director Fees	18
Directors’ Hedging Policy	18
Director Compensation Table	19
Outstanding Option-Based Awards	19
Incentive Plan Awards – Value Vested or Earned During the Year	20
EXECUTIVE COMPENSATION	20
Introduction	20
Compensation Discussion and Analysis	20
Securities Authorized for Issuance Under Equity Compensation Plans	27
Summary Compensation Table	27
Outstanding Share-Based Awards and Option-Based Awards	28
Incentive Plan Awards – Value Vested or Earned During the Year	28
OTHER INFORMATION	29
Indebtedness of Directors and Executive Officers	29
Interests of Certain Persons or Companies in Matters to be Acted Upon	29
Interests of Informed Persons in Material Transactions	29
Shareholder Proposals	29
Additional Information	29
Contacting the Board of Directors	30
Board Approval	30
Appendix A MANDATE OF THE BOARD OF DIRECTORS	A-1

BUSINESS TO BE TRANSACTED AT THE MEETING

The following business will be transacted at the Meeting:

Receiving the Annual Financial Statements

● Management will present the annual financial results at the Meeting.

Election of the Board of Directors

● Eight director nominees are proposed for election to the board of directors (the “Board”). Shareholders may vote on the election of the directors.

Appointment of the Auditors

● The Board recommends the re-appointment of KPMG LLP as Greenbrook’s auditors. Shareholders may vote on the re-appointment of the auditors and the authorization of the Board to fix such auditors’ remuneration.

Receiving the Annual Financial Statements

Our audited consolidated financial statements for the fiscal year ended December 31, 2019, including the auditors’ report thereon, have been prepared and will be sent to registered and beneficial Shareholders who have requested that these materials be sent to them. Our audited consolidated financial statements are also available on SEDAR at www.sedar.com and our website at www.greenbrooktms.com.

Election of the Board of Directors

The Board has determined that eight directors will be elected at the Meeting. See “Election of Directors” on page 5 for more information.

The Board recommends that you vote FOR the election of each of the following persons who have been proposed by the Board for election as directors by the Shareholders:

•

Brian P. Burke

•

Colleen Campbell

•

Sasha Cucuz

•

Adrienne Graves, Ph.D.

•

Bill Leonard

•

Adele C. Oliva

•

Frank Tworecke

•

Elias Vamvakas

Directors appointed at the Meeting will serve, subject to our articles of incorporation (“Articles”) and the Business Corporations Act (Ontario) (“OBCA”), until the end of the next annual shareholder meeting or until their successors are elected or appointed. All of the proposed directors are currently directors of Greenbrook.

Appointment of the Auditors

If you are a Shareholder, you can vote on the appointment of the auditors and authorizing the Board to set the auditors’ remuneration. The Board recommends that you vote FOR the re-appointment of our current auditors, KPMG LLP, Chartered Professional Accountants, Licensed Public Accountants, as our auditors, and authorizing the Board to set KPMG LLP’s remuneration.

The auditors will serve until the end of the next annual shareholder meeting or until a successor is appointed. KPMG LLP has been our auditors since 2018.

Considering Other Business

We will consider any other business that may properly come before the Meeting. As of the date of this Circular, we are not aware of any changes to the items above or any other business to be considered at the Meeting. If there are changes or new items, you or your proxyholder can vote your Shares on these items as you or your proxyholder sees fit. If any other matters properly come before the Meeting, it is the intention of the persons named in the form of proxy to vote in respect of those matters in accordance with their judgment.

VOTING INFORMATION

Who Can Vote

We are authorized to issue an unlimited number of Shares. As of May 19, 2020, there were 58,418,443 issued and outstanding Shares.

Each Share you own as of the close of business on May 29, 2019, the record date for the Meeting, entitles you to one vote on each of the matters to be acted upon at the Meeting, or any adjournment or postponement thereof, by proxy. The right to vote by proxy at the Meeting is limited to Shareholders who own Shares as of the above record date for the Meeting.

The directors and officers of Greenbrook are not aware of any person or company that beneficially owns, directly or indirectly, or exercises control or direction over more than 10% of the total outstanding Shares, other than (i) Greybrook Health Inc. (“Greybrook Health”), which beneficially owns, directly and indirectly, or exercises control or direction over 20,790,000 Shares, which represents approximately 35.59% of our issued and outstanding Shares, and (ii) 1315 Capital, LLC (“1315 Capital”), which beneficially owns, directly and indirectly, or exercises control or direction over 6,310,400 Shares, which represents approximately 10.80% of our issued and outstanding Shares.

Each of Greybrook Health and 1315 Capital has advised Greenbrook that it intends to vote FOR the election of directors to the Board and the appointment of the auditors and authorizing the directors to set the auditors’ remuneration.

How to Vote

Registered Shareholder Voting

You are a registered shareholder (“Registered Shareholder”) if your name appears on your Share certificate or on the register maintained by our transfer agent, Computershare Investor Services Inc. Your proxy form indicates if you are a registered shareholder. If you are a Registered Shareholder, you may vote by proxy in advance of the Meeting. See below for details on each voting option.

Voting by Proxy

Registered Shareholders have four options to vote by proxy:

•

By Mail

Complete, date and sign the enclosed form of proxy and return it to our transfer agent, Computershare Investor Services Inc., in the envelope provided so that it arrives no later than 10:00 a.m. (Toronto time) on June 25, 2020. This will ensure your vote is recorded.

•

By Telephone (only available to Registered Shareholders resident in Canada or the United States)

Call 1-866-732-8683 and follow the instructions. You will need your 15-digit control number (located on the front of the form of proxy) to identify yourself to the system. If you are voting by telephone, all required information must be entered by 10:00 a.m. (Toronto time) on June 25, 2020. If you vote by telephone, you cannot appoint anyone other than the directors named on your proxy form as your proxyholder.

•

On the Internet in advance of the Meeting

Go to www.investorvote.com and follow the instructions on screen. You will need your 15-digit control number (located on the front of the form of proxy) to identify yourself to the system. If you are voting through the internet, all required information must be entered by 10:00 a.m. (Toronto time) on June 25, 2020.

•

By Fax

Complete, date and sign the enclosed form of proxy and return it by fax to 1-866-249-7775, so that it arrives no later than 10:00 a.m. (Toronto time) on June 25, 2020.

Signing the enclosed form of proxy gives authority to Elias Vamvakas or Bill Leonard, each of whom is a director of Greenbrook, to vote your Shares at the Meeting. You may appoint someone other than the above-named directors to vote your Shares by writing the name of the person that you wish to appoint, who need not be a Shareholder, in the blank space provided on the form of proxy. It is important to ensure that any other person you appoint is aware that he or she has been appointed to vote your Shares.

The persons named on the form of proxy must vote or withhold from voting your Shares in accordance with your directions. In the absence of such directions, proxies received by management will be voted in favor of the election of directors to the Board and the appointment of the auditors and authorizing the directors to set the auditors’ remuneration.

The persons named in the form of proxy will have discretionary authority with respect to amendments or variations to matters identified in the Notice of Annual Meeting of Shareholders and with respect to other matters which may properly come before the Meeting.

As of the date of this Circular, management of Greenbrook knows of no such amendment, variation or other matter expected to come before the Meeting. If any other matters properly come before the Meeting, the person named in your form of proxy will vote on them in accordance with their best judgment.

Revoking Your Proxy

If you are a Registered Shareholder and wish to revoke your proxy, you may revoke a vote you made by proxy by:

•

voting again on the internet before 10:00 a.m. (Toronto time) on June 25, 2020;

•

completing a proxy form that is dated later than the proxy form you are changing and mailing it to Computershare Investor Services Inc. so that it is received at the address indicated before 10:00 a.m. (Toronto time) on June 25, 2020; or

•

making a request in writing stating that you wish to revoke your proxy, before any vote in respect of which the proxy has been given or taken. The written request can be from you or your authorized attorney. This statement must be deposited at the registered office of Computershare Investor Services Inc. at the address listed below no later than 10:00 a.m. (Toronto time) on July 22, 2020, or two business days immediately preceding any adjournment or postponement of the Meeting, or delivered in any other manner provided by law.

Computershare Investor Services Inc.
100 University Avenue
8th Floor, North Tower
Toronto, Ontario
M5J 2Y1 Canada

Non-Registered or Beneficial Shareholder Voting

Information in this section is very important to non-registered or beneficial owners of Shares. You are a non-registered or beneficial owner if your Shares are held in the name of an intermediary such as a bank, trust company, securities broker, depository (such as CDS Clearing and Depository Services Inc.) or other intermediary (“Beneficial Shareholder”). Applicable Canadian securities laws require intermediaries to seek voting instructions from Beneficial Shareholders. Accordingly, you will have received from your intermediary a voting instruction form for the number of Shares you hold.

Voting Instruction

Beneficial Shareholders are encouraged to vote their Shares in advance of the Meeting. You can do so by following the instructions on the voting instruction form provided by your intermediary.

Each intermediary has its own procedures, which should be carefully followed to ensure that your Shares are voted at the Meeting. The persons named on the voting instruction form must vote for or withhold from voting your Shares in accordance with your directions. In the absence of such directions, voting instruction forms received will be voted in favor of the election of directors to the Board and the appointment of the auditors and authorizing the directors to set the auditors’ remuneration.

The persons named in the voting instruction form you receive will have discretionary authority with respect to amendments or variations to matters identified in the Notice of Annual Meeting of Shareholders and with respect to other matters which may properly come before the Meeting.

If you are a Beneficial Shareholder and have not received a package containing a voting instruction form or form of proxy, please contact your intermediary.

As of the date of this Circular, management of Greenbrook knows of no such amendment, variation or other matter expected to come before the Meeting. If any other matters properly come before the Meeting, the persons named in the voting instruction form will vote on them in accordance with their best judgment.

Revoking Your Voting Instruction

If you are a Beneficial Shareholder and wish to revoke your voting instructions, please contact your intermediary well in advance of the Meeting.

Delivery of Proxy-Related Materials

Proxy-related materials will be sent by Greenbrook to the intermediaries and not directly to Beneficial Shareholders. Greenbrook intends to pay for intermediaries to deliver proxy-related materials and Form 54-101F7 (request for voting instructions) to “objecting beneficial owners”.

Additional Voting Information

Our transfer agent, Computershare Investor Services Inc., counts and tabulates the votes.

For general Shareholder enquiries, you can contact the transfer agent:

•

by mail at:

Computershare Investor Services Inc.
100 University Avenue
8th Floor, North Tower
Toronto, Ontario M5J 2Y1
Canada

•

by telephone - within Canada and the United States at 1-800-564-6253, and from all other countries at 1-416-263-9200;

•

by fax at 1-888-453-0330; or

•

by e-mail at service@computershare.com.

How to Attend and Participate at the Meeting

In order to attend the Meeting, Registered Shareholders, duly appointed proxyholders (including Beneficial Shareholders who have duly appointed themselves as proxyholder) and guests (including Beneficial Shareholders who have not duly appointed themselves as proxyholder) must log in to access the webcast or teleconference as set out below:

•	Toll Free North America:	(866) 521-4909

•	International:	(647) 427-2311

•

Webcast:

For more information or to listen to the call via webcast, please visit: www.greenbrooktms.com/investors/events.htm

Shareholders will be able to submit questions following the conclusion of the formal business of the Meeting through the live audio webcast or teleconference platform by following the instructions provided during the Meeting.

For those that plan on accessing the live audio webcast or teleconference, please allow ample time prior to the Meeting. The Meeting will begin promptly at 10:00 a.m. (Toronto time) on Monday, June 29, 2020, unless otherwise adjourned or postponed.

ABOUT GREENBROOK

Operating through 124 Company-operated treatment centers, Greenbrook is a leading provider of Transcranial Magnetic Stimulation (“TMS”) therapy, an FDA-cleared, non-invasive therapy for the treatment of Major Depressive Disorder and other mental health disorders, in the United States. TMS therapy provides local electromagnetic stimulation to specific brain regions known to be directly associated with mood regulation. Greenbrook has provided more than 420,000 TMS treatments to over 11,000 patients struggling with depression.

ELECTION OF DIRECTORS

General

The Articles provide that the Board shall consist of a minimum of three (3) and a maximum of fifteen (15) directors. The Board determines the number of directors to be elected at a meeting of Shareholders. The Board has determined that, at the present time, there will be eight (8) directors, each of whom is to be elected at this Meeting and who will hold office until the end of the next annual meeting of Shareholders or until their successors are elected or appointed.

The director biographies on pages 7 to 11 of this Circular describe the directors who are proposed for election, along with their ownership of securities of the Company.

All nominees have established their eligibility and willingness to serve as directors. Five of the eight nominees are independent within the meaning of applicable securities laws. All nominees are currently directors of Greenbrook. Management does not believe that any of the nominees will be unable to serve as a director, but if that should occur for any reason prior to the Meeting, the persons named in the accompanying form of proxy (or voting instruction form) may vote for another nominee at their discretion. Each director shall hold office until the next annual meeting of Shareholders or until the director resigns or a successor is elected or appointed.

Advance Notice Provisions

We have included certain advance notice provisions with respect to the election of our directors in our by-laws (the “Advance Notice Provisions”). The Advance Notice Provisions are intended to: (a) facilitate orderly and efficient annual general meetings or, where the need arises, special meetings of our Shareholders; (b) ensure that all Shareholders receive adequate notice of Board nominations and sufficient information with respect to all nominees; and (c) allow Shareholders to register an informed vote. Only persons who are nominated by Shareholders in accordance with the Advance Notice Provisions will be eligible for election as directors at any annual meeting of Shareholders, or at any special meeting of Shareholders if one of the purposes for which the special meeting was called was the election of directors.

Under the Advance Notice Provisions, a Shareholder wishing to nominate a director would be required to provide us notice, in the prescribed form, within the prescribed time periods. These time periods include (a) in the case of an annual meeting of Shareholders (including annual and special meetings), not less than 30 days prior to the date of the annual meeting of Shareholders; provided that, if the first public announcement of the date of the annual meeting of Shareholders (the “Notice Date”) is less than 50 days before the meeting date, not later than the close of business on the 10^th day following the Notice Date and (b) in the case of a special meeting (which is not also an annual meeting) of Shareholders called for any purpose which includes electing directors, not later than the close of business on the 15^th day following the Notice Date, provided that, in either instance, if notice-and-access (as defined in National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer) is used for delivery of proxy related materials in respect of a meeting described above, and the Notice Date in respect of the meeting is not less than 50 days prior to the date of the applicable meeting, the notice must be received not later than the close of business on the 40^th day before the applicable meeting.

A copy of our by-laws are available under the Company’s profile on SEDAR at www.sedar.com.

Individual and Majority Voting Policy

The Board believes that each of its members should carry the confidence and support of our Shareholders. To this end, the Board has adopted an individual and majority voting policy that requires that Shareholders be able to vote in favor of, or withhold from voting, separately for each nominee for director and that, in an uncontested election of directors, any nominee for director who receives a greater number of votes “withheld” from his or her election than votes “for” such election must immediately tender his or her resignation to the Chair of the Board following the applicable meeting or, if the affected director is the Chair, to each member of the GCN Committee. Any resignation received by the Chair of the Board will be promptly referred to the GCN Committee for consideration. An “uncontested election” means an election where the number of nominees for directors is equal to the number of directors to be elected.

The GCN Committee will, promptly following the resignation but in any event within 30 days of the applicable Shareholders’ meeting, consider the offer of resignation and will recommend to the Board whether or not to accept it. The GCN Committee will recommend that the Board accept the resignation absent exceptional circumstances that would warrant the applicable director to continue to serve on the Board.

The Board will act on the GCN Committee’s recommendation promptly following its receipt thereof and, in any event, within 90 days of the applicable Shareholders’ meeting. The Board will accept the GCN Committee’s recommendation absent exceptional circumstances. If a resignation is accepted, the Board may, subject to applicable law and our Articles, appoint a new director to fill any vacancy created by the resignation, reduce the size of the Board or call a meeting of Shareholders to appoint a replacement. A resignation will be effective upon its acceptance by the Board. We will promptly issue a news release with the Board’s decision. If the Board determines not to accept a resignation, the news release will fully state the reasons for that decision.

Director Nominee Biographies

BRIAN P. BURKE⁽¹⁾			Independent
Ontario, Canada Director since: October 2018 Age: 64	Principal Occupation: Mr. Burke is currently a studio analyst at Rogers Sportsnet, a Canadian television sports network, a position he has held since May 2018. Other Activities: Following graduation from Harvard Law School in 1981, Mr. Burke practiced corporate and securities law, with a focus on professional athletes and teams. Mr. Burke has been the president and/or general manager of several hockey organizations, including the Calgary Flames, Toronto Maple Leafs, Anaheim Ducks, Vancouver Canucks and the Hartford Whalers during the period from 1992 to 2018. Mr. Burke previously served as a member of the boards of directors of the Sports Lawyers Association, Canuck Place Children’s Hospice Foundation and Rugby Canada. Mr. Burke is also a member, and served on the selection committee of, the Hockey Hall of Fame. Mr. Burke received a Juris Doctor from Harvard Law School and a bachelor’s degree in history from Providence College.
	Public Board Memberships During Last Five Years: None
	Public Board Interlocks: None
	Committees: GCN Committee (Chair)		Meetings Attended in Fiscal 2019: Board Meetings - 3 of 4 (75%) GCN Committee Meetings - 1 of 1 (100%)
Share Ownership
Shares Owned or Controlled		Options⁽⁵⁾
Nil		60,000

COLLEEN CAMPBELL⁽¹⁾			Lead Independent Director
Ontario, Canada Director since: September 2018 Age: 62	Principal Occupation: Ms. Campbell is currently the vice-chair of BMO Capital Markets, the investment and corporate banking arm of the Bank of Montreal (“BMO”), a position she has held since 2012. Other Activities: Ms. Campbell has over 38 years of experience in the investment banking industry serving in various roles since joining in 1997, including 15 years in debt capital markets and ultimately as global head of BMO’s debt capital markets group. Ms. Campbell is currently chair of BMO Capital Markets Real Estate Inc., chair of the Investment Committee for the Merchant Bank Real Estate Private Equity Fund and co-chair of the Investment Bank’s Diversity and Inclusion Steering Committee. Ms. Campbell holds an Honors Business Administration degree from Richard Ivey School of Business.
	Public Board Memberships During Last Five Years: None
	Public Board Interlocks: None
	Committees: Audit Committee (Chair)		Meetings Attended in Fiscal 2019: Board Meetings - 4 of 4 (100%) Audit Committee Meetings - 4 of 4 (100%)
Share Ownership
Shares Owned or Controlled		Options⁽⁵⁾
25,000		60,000

SASHA CUCUZ⁽¹⁾			Not Independent⁽²⁾
Ontario, Canada Director since: September 2018 Age: 42	Principal Occupation: Mr. Cucuz is currently the chief executive officer of Greybrook Securities Inc. (“Greybrook Securities”), a Toronto-based corporate finance and investment banking firm, a position he has held since 2005. Other Activities: Mr. Cucuz is an experienced private equity professional with over 10 years of transaction experience. In his capacity as chief executive officer of Greybrook Securities, Mr. Cucuz directs Greybrook Securities’ capital markets activities across the firm’s focus areas in real estate and healthcare. Mr. Cucuz also serves as co-chair of Greybrook Securities’ Investment and Project Advisory Committees where he is part of the team that is responsible for approving new investments and overseeing all active limited partnerships which include more than 70 real estate developments with an estimated completion value of over $15 billion. Prior to his role as chief executive officer of Greybrook Securities, Mr. Cucuz served as the chief executive officer of Greybrook Health and currently serves on its board of directors. Mr. Cucuz spent the early part of his career at CIBC Securities and TD Securities Inc. and also played three seasons of professional hockey. Mr. Cucuz holds a bachelor of arts degree in economics from York University. In terms of charitable organizations, Sasha serves on the boards of the Greybrook Foundation and the Blu Genes Foundation.
	Public Board Memberships During Last Five Years: None
	Public Board Interlocks: None
	Committees: None		Meetings Attended in Fiscal 2019: Board Meetings - 4 of 4 (100%)
Share Ownership
Shares Owned or Controlled		Options⁽⁵⁾
Nil		50,000

ADRIENNE GRAVES, Ph.D.⁽¹⁾			Independent
North Carolina, USA Director since: October 2018 Age: 66	Principal Occupation: Dr. Graves is currently a corporate director. Other Activities: Dr. Graves is a neuroscientist by training and a global leader in the pharmaceutical and medical device industries. Dr. Graves held multiple positions at Santen Inc., the U.S. subsidiary of a 130 year old Japanese pharmaceutical company, over a 15 year period, including as the president and chief executive officer from 2002 to 2010. In this role, Dr. Graves successfully established Santen Inc.’s strong global presence, brought multiple products through preclinical and clinical development to approval and commercialization, and led global teams through successful acquisitions and partnerships. Prior to joining Santen Inc., Dr. Graves spent 9 years at Alcon Laboratories, Inc., beginning in 1986 as a Senior Scientist, where she progressed through various roles including director of international ophthalmology. Dr. Graves currently serves as an independent director on the boards of Akorn, Inc., IVERIC bio, Inc., Nicox S.A., Oxurion NV, Qlaris Bio, Inc., TherOptix, Inc. and Surface Pharmaceuticals. Dr. Graves also serves on the boards of the following foundations: ASCRS (American Society for Cataract and Refractive Surgery), FFB (Foundation Fighting Blindness), GRF (Glaucoma Research Foundation), HCP (Himalayan Cataract Project), and Retina Global. Dr. Graves holds a bachelor of arts degree in psychology with honors from Brown University, a Ph.D. in psychobiology from the University of Michigan, and completed a postdoctoral fellowship in visual neuroscience at the University of Paris. Public Board Memberships During Last Five Years:
	Akorn, Inc. IVERIC bio, Inc. Nicox S.A. Oxurion NV TearLab Corporation		(2012 to Present) (2018 to Present) (2014 to Present) (2018 to Present) (2005 to 2018)
	Public Board Interlocks: None
	Committees: Audit Committee GCN Committee		Meetings Attended in Fiscal 2019: Board Meetings - 4 of 4 (100%) Audit Committee Meetings - 4 of 4 (100%) GCN Committee Meetings – 1 of 1 (100%)
Share Ownership
Shares Owned or Controlled		Options⁽⁵⁾
Nil		50,000

BILL LEONARD⁽¹⁾			Not Independent⁽³⁾
Maryland, USA Director since: February 2018 Age: 55	Principal Occupation: Mr. Leonard is currently the President and Chief Executive Officer of the Company and its predecessor, TMS NeuroHealth Centers Inc., a position he has held since 2011. Other Activities: For more than 20 years, Mr. Leonard has provided operational and strategic leadership in the development of medical devices, pharmaceuticals and healthcare services. Mr. Leonard previously served as president of Leonard Consulting LLC from 2008 to 2011, and president of the Bio-Pharmaceutical Division of Euclid Vision Corporation from November 2007 to December 2010 where he developed FDA strategy for an ophthalmic drop that was successfully approved to undergo clinical trials. Mr. Leonard also served as president of the Refractive Surgery Division of TLC Vision Corporation (“TLC”) from July 2004 to March 2007, where he piloted a comprehensive business strategy and leadership generating over $200 million in revenue with 900 employees and a client base of 13,000 eye care professionals. Mr. Leonard holds a business administration degree from Towson University.
	Public Board Memberships During Last Five Years: None
	Public Board Interlocks: None
	Committees: None		Meetings Attended in Fiscal 2019: Board Meetings - 4 of 4 (100%)
Share Ownership
Shares Owned or Controlled		Options⁽⁵⁾
4,162,500		50,000

ADELE C. OLIVA⁽¹⁾			Independent
Pennsylvania, USA Director since: June 2019 Age: 54	Principal Occupation: Ms. Oliva is currently the Founding Partner of 1315 Capital, a Philadelphia-based firm that manages over $500 million and provides expansion and growth capital to commercial-stage medical technology, healthcare service, and specialty therapeutic companies, a position she has held since 2014. She was recruited to Quaker Partners in 2007 to expand their growth stage investing practice. Other Activities: Ms. Oliva has been a healthcare investor for over 20 years and focuses on commercial stage medical technology, healthcare service, and specialty therapeutic investments. Ms. Oliva co-founded 1315 Capital in 2014 to establish a firm focused on healthcare growth investing and the firm has since raised two funds and has over $500 million under management. Prior to 1315 Capital and Quaker Partners, Ms. Oliva was Co-Head of US Healthcare at Apax Partners, where she started in 1997. Ms. Oliva was also in business development and marketing at Baxter International. Ms. Oliva received a bachelor of science degree from St. Joseph’s University and a master of business administration degree from Cornell University.
	Public Board Memberships During Last Five Years: TELA Bio Inc. (2019 to Present)
	Public Board Interlocks: None
	Committees: GCN Committee		Meetings Attended in Fiscal 2019: Board Meetings - 2 of 2 (100%) GCN Committee Meetings – N/A⁽⁷⁾
Share Ownership
Shares Owned or Controlled		Options⁽⁵⁾
Nil⁽⁸⁾		25,000

FRANK TWORECKE⁽¹⁾			Independent
Maryland, USA Director since: October 2018 Age: 73	Principal Occupation: Mr. Tworecke is currently a corporate director. Other Activities: Mr. Tworecke has more than 35 years of experience in leading major retail and apparel companies. Prior to his retirement in December 2012, Mr. Tworecke acted as group president of Sportswear of Warnaco Group Inc. from 2004 to 2012 where he served as the head of the Calvin Klein jeans brand worldwide and Chaps® units. Prior to this role, Mr. Tworecke served as the president of Cignal Division at Merry-Go-Round Enterprises, Inc., president and chief executive officer of Bon-Ton Stores Inc. and chief operating officer of Jos. A. Bank Clothiers. Mr. Tworecke also served on the boards of directors of Cherokee Inc., Hampshire Group Limited, Grafton-Fraser Inc. and Sinai Hospital of Baltimore. Mr. Tworecke holds a bachelor of science degree from Cornell University and a master of business administration degree from Syracuse University. Mr. Tworecke was also a member of the Business Advisory Council of the Department of Applied Economics and Management at Cornell University.
	Public Board Memberships During Last Five Years: None
	Public Board Interlocks: None
	Committees: Audit Committee GCN Committee		Meetings Attended in Fiscal 2019: Board Meetings - 4 of 4 (100%) Audit Committee Meetings - 4 of 4 (100%) GCN Committee Meetings - 1 of 1 (100%)
Share Ownership
Shares Owned or Controlled		Options⁽⁵⁾
200,000		50,000

ELIAS VAMVAKAS⁽¹⁾			Not Independent⁽⁴⁾
Ontario, Canada Chairman since: February 2018 Age: 61	Principal Occupation: Mr. Vamvakas is currently the founder, chairman and CEO of Greybrook Capital Inc. (“Greybrook Capital”), a private equity firm focused on healthcare and real estate, a position he has held since 2007. Other Activities: Mr. Vamvakas is also the chairman of TearLab Corporation, a position he has held since 1996. Prior to joining Greybrook Capital and TearLab Corporation, Mr. Vamvakas co-founded TLC where he served as president and chief executive officer from 1994 to 2004. During this period, Mr. Vamvakas built TLC into the largest eye care service provider organization in North America with revenues of more than $300 million as TLC opened or acquired more than 100 laser eye clinics, over 200 mobile laser sites, more than 250 mobile cataract stations and several ambulatory surgery centres. Through TLC’s subsidiary, Vision Source Inc., TLC also developed the largest independent optometric franchise with more than 2,000 locations. Mr. Vamvakas holds a bachelor of science degree from the University of Toronto.
	Public Board Memberships During Last Five Years:
	TearLab Corporation	(1996 to Present)
	The Caldwell Partners International Inc.	(2019 to Present)
	Public Board Interlocks: None
	Committees: None	Meetings Attended in Fiscal 2019: Board Meetings - 4 of 4 (100%)
Share Ownership
Shares Owned or Controlled		Options⁽⁵⁾
Nil⁽⁶⁾		100,000

Notes:

(1)

Except as hereinafter described, none of the director nominees of Greenbrook, as at the date of this Circular, is or has been within the 10 years before the date of this Circular, (a) a director, chief executive officer or chief financial officer of any company that was subject to an order (as defined below) that was issued while the existing or proposed director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer, (b) was subject to an order that was issued after the existing or proposed director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer, or (c) a director or executive officer of any 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 compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets. For the purposes of this paragraph, “order” means a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, in each case, that was in effect for a period of more than 30 consecutive days.

No director nominee has, within 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or has been subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.

No director nominee has been subject to: (i) 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) any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor in deciding whether to vote for a nominee.

Ms. Oliva was a member of the board of directors of NovaSom, Inc. (“NovaSom”) from September 15, 2009 to September 26, 2019. In August 2019, NovaSom filed for bankruptcy protection under Chapter 11 of the United States Bankruptcy Code in the United States. The directors and officers of NovaSom remained involved with the company during the Chapter 11 proceedings in order to facilitate the sale of the company. NovaSom’s assets were sold on September 27, 2019 and the Chapter 11 bankruptcy proceedings were dismissed on October 31, 2019.

(2)

Mr. Cucuz is considered a non-independent director as a result of the fact that he serves on the board of directors of Greybrook Health, a significant shareholder of the Company, and is an employee of Greybrook Securities.

(3)

Mr. Leonard is considered a non-independent director as he is the President and Chief Executive Officer of Greenbrook.

(4)

Mr. Vamvakas is considered a non-independent director by reason of the fact that he serves as the chairman of Greybrook Capital, the controlling shareholder of Greybrook Health.

(5)

For additional information regarding stock option (“Options”) held by directors, see “Director Compensation” below.

(6)

Mr. Vamvakas, chairman of the Company, is the chairman and founder of Greybrook Capital, the parent company of Greybrook Health. Mr. Vamvakas disclaims beneficial ownership of the 20,790,000 Shares held by Greybrook Health.

(7)

Ms. Oliva was appointed to the GCN Committee on November 4, 2019. There were no meetings of the GCN Committee held between November 4, 2019 and December 31, 2019.

(8)

Ms. Oliva does not own or exercise control or direction over, directly or indirectly, the 6,310,400 Shares held by an affiliate of 1315 Capital.

Board and Committee Attendance

The following table provides a summary of each director’s attendance at Board and Committee meetings in Fiscal 2019:

Name	Board	Audit Committee	GCN Committee	Overall Attendance
Brian P. Burke	3 of 4 (100%)	–	1 of 1 (100%)	4 of 5	80%
Colleen Campbell	4 of 4 (100%)	4 of 4 (100%)	–	8 of 8	100%
Sasha Cucuz	4 of 4 (100%)	–	–	4 of 4	100%
Adrienne Graves	4 of 4 (100%)	4 of 4 (100%)	1 of 1 (100%)	9 of 9	100%
Bill Leonard	4 of 4 (100%)	–	–	4 of 4	100%
Adele C. Oliva⁽¹⁾	2 of 2 (100%)	–	–	2 of 2	100%
Frank Tworecke	4 of 4 (100%)	4 of 4 (100%)	1 of 1 (100%)	9 of 9	100%
Elias Vamvakas	4 of 4 (100%)	–	–	4 of 4	100%
TOTAL	97%	100%	100%	–	98%

Note:

(1)

Ms. Oliva was elected to the Board on June 28, 2019 and was appointed to the GCN Committee on November 4, 2019. Accordingly, Board and committee attendance in the above table reflects Ms. Oliva’s attendance from June 28, 2019 to December 31, 2019.

OUR APPROACH TO CORPORATE GOVERNANCE

General

We recognize that good corporate governance plays an important role in our overall success and in enhancing shareholder value. The disclosure set out below describes our approach to corporate governance.

The Role of the Board

Our Board is responsible for supervising the management of our business and affairs, including providing guidance and strategic oversight to management. Our Board has adopted a formal mandate in the form set forth in Appendix A that includes the following:

•

appointing the President and Chief Executive Officer;

•

appointment, evaluation and development of senior management and succession planning;

•

approving the corporate goals and objectives that the President and Chief Executive Officer is responsible for meeting and reviewing the performance of the President and Chief Executive Officer against such corporate goals and objectives;

•

taking steps to satisfy itself as to the integrity of the President and Chief Executive Officer and other senior executive officers and that the President and Chief Executive Officer and other senior executive officers create a culture of integrity throughout the organization; and

•

reviewing and approving management’s strategic and business plans.

Our Board has adopted a written position description for the Chair of the Board, which sets out the Chair’s key responsibilities, including, among others, duties relating to setting Board meeting agendas, chairing Board and Shareholder meetings, director development and communicating with Shareholders and regulators. Our Board has also adopted a written position description for our lead director. See “– Meetings of Independent Directors and Conflicts of Interest”.

Our Board has adopted a written position description for each of our committee chairs which sets out each of the committee chair’s key responsibilities, including, among others, duties relating to setting committee meeting agendas, chairing committee meetings and working with the respective committee and management to ensure, to the greatest extent possible, the effective functioning of the committee.

Our Board has adopted a written position description for our President and Chief Executive Officer which sets out the key responsibilities of our President and Chief Executive Officer, including, among other duties in relation to providing overall leadership, ensuring the development of a strategic plan and recommending such plan to our Board for consideration, ensuring the development of an annual corporate plan and budget that supports the strategic plan and recommending such plan to our Board for consideration, supervising day-to-day management and communicating with Shareholders and regulators.

Corporate Governance Policies and Practices

Greenbrook is committed to strong corporate governance policies and practices. Our policies and practices continue to be developed having regard to the external environment and externally cited best practices to ensure that our governance practices are comprehensive, relevant, effective and transparent. We have adopted the following corporate governance policies to date, certain of which are available on our website at www.greenbrooktms.com:

•

Code of Conduct;

•

Corporate Governance Guidelines;

•

Disclosure Policy;

•

Insider Trading Policy;

•

Majority Voting Policy; and

•

Whistleblower Policy.

Composition of our Board and Board Committees

Under our Articles, our Board is to consist of a minimum of three (3) and a maximum of fifteen (15) directors as determined from time to time by the directors. Our Board currently consists of eight (8) directors, the majority of whom are considered to be independent under Canadian securities laws and all but four of whom are resident Canadians. Under the OBCA, a director may be removed with or without cause by a resolution passed by an ordinary majority of the votes cast by our Shareholders present in person or by proxy at a meeting of our Shareholders and who are entitled to vote. The directors will be elected by our Shareholders at each annual meeting of our Shareholders, and all directors will hold office for a term expiring at the close of the next annual meeting or until their respective successors are elected or appointed.

The nominees for election by our Shareholders as directors will be determined by the GCN Committee in accordance with the provisions of applicable corporate law and the charter of the GCN Committee. See also “– Committees of our Board – Governance, Compensation and Nominating Committee”.

Director Independence

Under National Instrument 58-101 – Disclosure of Corporate Governance Practices, a director is considered to be independent if he or she is independent within the meaning of National Instrument 52-110 – Audit Committees (“NI 52-110”). Pursuant to NI 52-110, an independent director is a director who is free from any direct or indirect relationship which could, in the view of our Board, be reasonably expected to interfere with a director’s independent judgment. Based on information provided by each director concerning his or her background, employment and affiliations, our Board has determined that, of the eight directors nominated for election to our Board, Bill Leonard, Sasha Cucuz and Elias Vamvakas are not considered to be “independent” within the meaning of applicable securities laws. Mr. Leonard is considered not independent by reason of the fact that he is our President and Chief Executive Officer. Mr. Cucuz is considered not independent as a result of the fact that he serves on the board of directors of Greybrook Health, a significant shareholder of the Company, and is an employee of Greybrook Securities. Mr. Vamvakas is considered not independent by reason of the fact that he serves as the chairman of Greybrook Capital, the controlling shareholder of Greybrook Health. Certain members of our Board are also members of the board of directors of other public companies (see “Election of Directors – Director Nominee Biographies”). Our Board has not adopted a director interlock policy, but is keeping informed of other public directorships held by its members.

Meetings of Independent Directors and Conflicts of Interest

Our Board believes that given its size and structure, including the fact that a majority of our directors are independent, it is able to facilitate independent judgment in carrying out its responsibilities. To enhance such independent judgment, the independent members of the Board hold in-camera meetings with members of management and the non-independent directors not in attendance, as part of regularly scheduled Board meetings. Open and candid discussion among the independent directors is facilitated by the relatively small size of the Board and great weight is attributed to the views and opinions of the independent directors. Our Board has not appointed an independent Chair; however, Colleen Campbell has been appointed as lead director by our Board and is responsible for ensuring that the directors who are independent of management have opportunities to meet without management present, as required. The lead director shall be appointed and replaced from time to time by the Board. Discussions are led by the lead director who provides feedback subsequently to the Chair.

A director who has a material interest in a matter before our Board or any committee on which he or she serves is required to disclose such interest as soon as the director becomes aware of it. In situations where a director has a material interest in a matter to be considered by our Board or any committee on which he or she serves, such director may be required to absent himself or herself from the meeting while discussions and voting with respect to the matter are taking place. Directors are also required to comply with the relevant provisions of the OBCA regarding conflicts of interest.

As at the date hereof, no existing or potential material conflicts of interest exist between the Company or a subsidiary of the Company and a director or officer of the Company or a subsidiary of the Company.

Committees of our Board

Our Board has established two committees: the Audit Committee and the GCN Committee. All members of the Audit Committee and the GCN Committee are persons determined by our Board to be independent directors.

Audit Committee

Our Audit Committee consists of three (3) directors, each of whom are persons determined by our Board to be both independent directors and financially literate, each within the meaning of NI 52-110. Our Audit Committee is currently comprised of:

•

Colleen Campbell (Chair);

•

Adrienne Graves; and

•

Frank Tworecke.

Each of our Audit Committee members has an understanding of the accounting principles used to prepare financial statements and varied experience as to the general application of such accounting principles, as well as an understanding of the internal controls and procedures necessary for financial reporting. For additional details regarding the relevant education and experience of each member of our Audit Committee, see “Election of Directors – Director Nominee Biographies”.

Our Board has adopted a written charter for the Audit Committee that sets out the purpose, composition, authority and responsibility of our Audit Committee, consistent with NI 52-110. The Audit Committee assists our Board in discharging its oversight of:

•

the quality and integrity of our financial statements and related information;

•

the independence, qualifications and appointment of our external auditor;

•

our disclosure controls and procedures, internal control over financial reporting and management’s responsibility for assessing and reporting on the effectiveness of such controls;

•

our risk management processes;

•

monitoring and periodically reviewing our whistleblower policy; and

•

transactions with our related parties.

Our Audit Committee has access to all of our books, records, facilities and personnel and may request any information about us as it may deem appropriate. It also has the authority, in its sole discretion and at our expense, to retain and set the compensation of outside legal, accounting or other advisors as necessary to assist in the performance of its duties and responsibilities. Our Audit Committee also has direct communication channels with the Chief Financial Officer and our external auditors to discuss and review such issues as our Audit Committee may deem appropriate.

Additional information about our Audit Committee, as required by NI 52-110, is in our annual information form, which is available on SEDAR at www.sedar.com.

External Auditor Service Fee

We incurred the following fees by our external auditor, KPMG LLP, during the periods provided below:

	Year Ended December 31, 2019		Year Ended December 31, 2018
Audit fees⁽¹⁾	$	286,142	$	157,214
Audit-related fees⁽²⁾	$	456,096	$	244,078
Tax fees⁽³⁾	$	165,850	$	158,360
All other fees	$	–	$	–
Total fees paid	$	908,088	$	559,652

Notes:

(1)

Fees for audit services and quarterly interim review, in each case on an accrued basis.

(2)

Fees related to the acquisition of Achieve TMS Centers, LLC and Achieve TMS Alaska, LLC and implementation of revised policies as a result of new accounting standards.

(3)

Tax fees include tax compliance fees associated with the filing of tax returns.

The Audit Committee charter provides that the Audit Committee must pre-approve the retaining of the auditors for any non-audit service. The Audit Committee may delegate to one or more members the authority to pre-approve the retaining of the auditors for any non-audit service to the extent permitted by law, but pre-approval by such member or members so delegated must be presented to the full Audit Committee at its first scheduled meeting following such pre-approval.

Governance, Compensation and Nominating Committee

Our GCN Committee is comprised of four (4) directors, each of whom has been determined by our Board to be independent directors, and is charged with reviewing, overseeing and evaluating our corporate governance, compensation and nominating policies. Our GCN Committee is currently comprised of:

•

Brian P. Burke (Chair);

•

Adrienne Graves;

•

Adele C. Oliva; and

•

Frank Tworecke

No member of our GCN Committee is an officer of Greenbrook, and as such, our Board believes that the GCN Committee is able to conduct its activities in an objective manner.

Our Board believes that the members of the GCN Committee individually and collectively possess the requisite knowledge, skill and experience in governance and compensation matters, including human resource management, executive compensation matters and general business leadership, to fulfill the GCN Committee’s mandate. All members of the GCN Committee have substantial knowledge and experience as current and former senior executives of large and complex organizations. For additional details regarding the relevant education and experience of each member of our GCN Committee, including the direct experience that is relevant to each committee member’s responsibilities in executive compensation, see “Election of Directors – Director Nominee Biographies”.

Our Board has adopted a written charter for the GCN Committee that sets forth the purpose, composition, authority and responsibility of our GCN Committee. Our GCN Committee’s purpose is to assist our Board in:

•

the appointment, performance, evaluation and compensation of our senior executives;

•

the recruitment, development and retention of our senior executives;

•

maintaining talent management and succession planning systems and processes relating to our senior management;

•

developing a compensation structure for our senior executives including salaries, annual and long-term incentive plans including plans involving share issuances and other share-based awards;

•

establishing policies and procedures designed to identify and mitigate risks associated with our compensation policies and practices;

•

assessing the compensation of our directors;

•

developing benefit, retirement and savings plans;

•

developing our corporate governance guidelines and principles and providing us with governance leadership;

•

identifying and overseeing the recruitment of candidates qualified to be nominated as members of our Board;

•

reviewing the structure, composition and mandate of Board committees; and

•

evaluating the performance and effectiveness of our Board and of our Board committees.

Our GCN Committee is responsible for establishing and implementing procedures to evaluate the performance and effectiveness of our Board, committees of our Board and the contributions of individual Board members. Our GCN Committee also takes reasonable steps to evaluate and assess, on an annual basis, directors’ performance and effectiveness of our Board, committees of our Board, individual Board members, our chair and committee chairs. The assessment addresses, among other things, individual director independence, individual director and overall Board skills, and individual director financial literacy. Our Board receives and considers the recommendations from our GCN Committee regarding the results of the evaluation of the performance and effectiveness of our Board, committees of our Board, individual Board members, our chair and committee chairs. In identifying new candidates for our Board, the GCN Committee will consider what competencies and skills our Board, as a whole, should possess and assess what competencies and skills each existing director possesses, considering our Board as a group, and the personality and other qualities of each director, as these may ultimately determine the boardroom dynamic. Our GCN Committee is also responsible for orientation and continuing education programs for our directors. See also “– Orientation and Continuing Education”.

For information on the process by which the GCN Committee and the Board determine the compensation of our directors and executive officers, see “Director Compensation” and “Executive Compensation” below.

Director Term Limits and Other Mechanisms of Board Renewal

Directors are to be elected at each annual meeting of Shareholders to hold office for a term expiring at the close of the next annual meeting, or until a successor is appointed or elected, and will be eligible for re-election. Nominees will be nominated by the GCN Committee, in each case for election by Shareholders as directors in accordance with the provisions of our constating documents and applicable corporate and securities laws. All nominees who are nominated by the GCN Committee will be included in the proxy-related materials to be sent to Shareholders prior to each annual meeting of Shareholders.

Our Board has not adopted director term limits or other automatic mechanisms of board renewal. The Company believes such limits and automatic mechanisms would discount the value of experience and unnecessarily deprive the Company of the contribution by directors who have developed a deep knowledge of the Company over time. Rather than adopting formal term limits, mandatory age-related retirement policies and other mechanisms of board renewal, the GCN Committee will seek to maintain the composition of our Board in a way that provides, in the judgment of our Board, the best mix of skills and experience to provide for our overall stewardship. Our GCN Committee is also expected to conduct a process for the assessment of our Board, each committee and each director regarding his, her or its effectiveness and performance, and to report evaluation results to our Board. See also “– Diversity”.

Orientation and Continuing Education

To maintain reasonable assurance that every new director engages in a comprehensive orientation process and that all directors are provided with continuing education opportunities, the GCN Committee has implemented an orientation program for new directors under which a new director will meet with the chair, the lead director, members of senior management and our corporate secretary. New directors will be provided with comprehensive orientation and education as to the nature and operation of the Company and our business, the role of our Board and its committees, and the contribution that an individual director is expected to make. The GCN Committee is responsible for overseeing director continuing education designed to maintain or enhance the skills and abilities of the directors and to ensure that their knowledge and understanding of our business remains current. The chair of each committee is responsible for coordinating orientation and continuing director development programs relating to the GCN Committee’s mandate.

Ethical Business Conduct

We have adopted a written code of conduct (the “Code of Conduct”) that applies to all of our directors, officers and employees. The objective of the Code of Conduct is to provide guidelines for maintaining our and our subsidiaries’ integrity, reputation, honesty, objectivity and impartiality. The Code of Conduct addresses conflicts of interest, protection of our assets, confidentiality, fair dealing with our Shareholders, competitors and employees, insider trading, compliance with laws and reporting any illegal or unethical behaviour. As part of the Code of Conduct, any person subject to the Code of Conduct is required to avoid or fully disclose interests or relationships that are harmful or detrimental to our best interests or that may give rise to real, potential or the appearance of conflicts of interest. Our Board has ultimate responsibility for the stewardship of the Code of Conduct and it monitors compliance through the GCN Committee. Directors, officers and employees are required to annually certify that they have not violated the Code of Conduct.

The Code of Conduct is available on our website at www.greenbrooktms.com and on SEDAR at www.sedar.com.

Diversity

We believe that having a diverse Board can offer a breadth and depth of perspectives that enhance our Board’s performance. We value diversity of abilities, experience, perspective, education, gender, background, race and national origin. Recommendations concerning director nominees are expected to be based on merit and past performance as well as expected contribution to our Board’s performance and, accordingly, diversity is taken into consideration. As of the date of this Circular, three of eight members on our Board, or approximately 38%, are female members.

We have recruited and selected senior management candidates that represent a diversity of business understanding, personal attributes, abilities and experience. Currently, 9 of 21 members of our senior management, or approximately 43%, are female.

We do not currently have a formal policy for the representation and nomination of women on our Board or our senior management, as we have been successful in recruiting and retaining qualified female directors and senior management under our existing recruitment policies and processes. We have not adopted formal targets for gender or other diversity representation in part due to the need to consider a balance of criteria for each individual appointment.

The composition of our Board and senior management is shaped by the selection criteria established by the GCN Committee. This is achieved by, among other things, ensuring that diversity considerations are taken into account in Board vacancies and senior management, monitoring the level of female representation on our Board and in senior management positions, continuing to broaden recruiting efforts to attract and interview qualified female candidates, and committing to retention and training to ensure that our most talented employees are promoted from within our organization.

Disclosure Policy

The Board has adopted a Disclosure Policy to deal with the timely dissemination of all material information. The Disclosure Policy, which will be reviewed annually, establishes consistent guidance for determining what information is material and how it is to be disclosed to avoid selective disclosure and to ensure wide dissemination. The Board, directly and through its committees, reviews and approves the contents of major disclosure documents, including annual and interim consolidated financial statements, prospectuses, the annual information form, management’s discussion and analysis and the management information circular. The Company seeks to communicate to its Shareholders through these documents as well as by means of news releases, its website and investor relations calls and meetings.

Disclosure Committee

A Disclosure Committee comprised of senior management of the Company oversees the Company’s disclosure process as outlined in the Disclosure Policy. The Disclosure Committee’s mandate includes ensuring that effective controls and procedures are in place to allow the Company to satisfy all of its continuous disclosure obligations, including certification requirements. The Disclosure Committee is also responsible for ensuring that the policies and procedures contained in the Disclosure Policy are in compliance with regulatory requirements. Our Audit Committee is responsible for reviewing our disclosure relating to our financial reporting.

DIRECTOR COMPENSATION

General

The following discussion describes the significant elements of the compensation program for members of the Board and its committees. The compensation of our directors is designed to attract and retain committed and qualified directors and to align their compensation with the long-term interests of our Shareholders. Directors who are employees of the Company (each, an “Excluded Director”) are not entitled to receive any compensation for his or her service as a member of our Board.

Director Fees

Our Board, on the recommendation of the GCN Committee, is responsible for reviewing and approving any changes to the directors’ compensation arrangements. In consideration for serving on our Board, each director (other than Excluded Directors) was entitled to be compensated during Fiscal 2019 as indicated below:

Type of Fee		Amount
Annual Board Retainer	Chair	$	50,000
	Board Member	$	25,000
Annual Committee Retainer	Audit Committee Chair	$	5,000
	Governance, Compensation and Nominating Committee Chair	$	5,000
	Audit Committee Membership		Nil
	Governance, Compensation and Nominating Committee Membership		Nil
Meeting Fees	Board / Committee Meeting		Nil

In lieu of receiving a higher annual cash retainer, each director (other than Excluded Directors) will be granted Options under the Stock Option Plan (as defined below) each year as follows: 50,000 Options will be granted to the Chair; 25,000 Options will be granted to each director; and an additional 5,000 Options will be granted to each director who is also a Board committee chair. These options will generally vest on March 31 in the year following the grant date and will generally expire on the tenth anniversary of the grant date. For further details regarding the Stock Option Plan, see “Executive Compensation – Compensation Discussion and Analysis – Long-Term Incentive Plans”.

All directors are also entitled to be reimbursed for their reasonable out-of-pocket expenses incurred while serving as directors.

Directors’ Hedging Policy

Our insider trading policy prohibits all directors of Greenbrook from selling “short” or selling “call options” on any of our securities and from purchasing financial instruments, such as prepaid variable forward contracts, equity swaps, collars or units of exchange funds that are designed to hedge or offset a decrease in the market value of equity securities granted to such directors as compensation or of any other securities of Greenbrook held directly or indirectly by such person.

Director Compensation Table

The following table sets out the compensation that was earned by, paid to, or awarded to directors (other than Excluded Directors) during Fiscal 2019 under the compensation arrangements described above. Mr. Leonard does not receive any compensation for serving as a director of Greenbrook.

Name	Fees Earned	Share-Based Awards	Option-Based Awards	Non-Equity Incentive Plan Compensation	All Other Compensation	Total
Brian P. Burke	$30,000	—	—	—	—	$30,000
Colleen Campbell	$30,000	—	—	—	—	$30,000
Sasha Cucuz	$25,000	—	—	—	—	$25,000
Adrienne Graves	$25,000	—	—	—	—	$25,000
Adele C. Oliva⁽¹⁾	$12,500	—	—	—	—	$12,500
Frank Tworecke	$25,000	—	—	—	—	$25,000
Elias Vamvakas	$50,000	—	—	—	—	$50,000
					Total:	$197,500

Notes:

(1)

Ms. Oliva was elected to the Board on June 28, 2019. Accordingly, compensation in the above table reflects Ms. Oliva’s compensation from June 28, 2019 to December 31, 2019.

Outstanding Option-Based Awards

The following table sets out information on the outstanding Options held by each of our directors (other than Excluded Directors) as of December 31, 2019.

Name	Option-Based Awards
Name	Number of Securities Underlying Unexercised Options	Option Exercise Price	Option Expiration Date	Value of Unexercised In-The-Money Options⁽¹⁾
Brian P. Burke	30,000	$2.00	October 3, 2028	$-
Colleen Campbell	30,000	$2.00	October 3, 2028	$-
Sasha Cucuz	25,000	$2.00	October 3, 2028	$-
Adrienne Graves	25,000	$2.00	October 3, 2028	$-
Adele C. Oliva	Nil	—	—	—
Frank Tworecke	25,000	$2.00	October 3, 2028	$-
Elias Vamvakas	50,000	$2.00	October 3, 2028	$-

Notes:

(1)

The value of unexercised in-the-money Options is calculated based on the closing price per Share of C$1.75 on December 31, 2019, the last trading day of Fiscal 2019. The exchange rate used was the rate at December 31, 2019 of C$1.00 = $0.7699.

Incentive Plan Awards – Value Vested or Earned During the Year

The following table indicates, for each of our directors (other than Excluded Directors), the value of the Option-based awards that vested in accordance with their terms during Fiscal 2019. No bonuses were paid in respect of Fiscal 2019:

Name	Option-Based Awards – Value Vested or Earned During the Year⁽¹⁾	Non-Equity Incentive Plan Compensation – Value Earned During the Year
Brian P. Burke	—	—
Colleen Campbell	—	—
Sasha Cucuz	—	—
Adrienne Graves	—	—
Adele C. Oliva	—	—
Frank Tworecke	—	—
Elias Vamvakas	—	—

Notes:

(1)

The value of Options vested is calculated based on the closing price of the Shares on the applicable vesting date.

EXECUTIVE COMPENSATION

Introduction

The following discussion describes the significant elements of the compensation program for the named executive officers (“named executive officers” or “NEOs”) of the Company, namely:

•

Bill Leonard, President and Chief Executive Officer;

•

Erns Loubser, Chief Financial Officer and Treasurer;

•

Roberto Drassinower, Chief Operating Officer;

•

Geoffrey Grammer, Chief Medical Officer; and

•

Euphia Smith, Chief Marketing Officer.

Compensation Discussion and Analysis

Overview

We operate in a highly competitive and evolving market. To succeed in this market and achieve our strategic business and financial objectives, we need to attract, retain and motivate a highly talented executive team. Our executive compensation program is designed to achieve the following objectives:

•

provide compensation opportunities in order to attract and retain talented, high-performing and experienced executive officers, whose knowledge, skills and performance are critical to our success;

•

motivate our executive team to achieve our strategic business and financial objectives;

•

align the interests of our executive officers with those of our Shareholders; and

•

provide incentives that encourage appropriate levels of risk-taking by our executive team.

We offer our executive officers cash compensation in the form of base salary and a discretionary annual bonus, and occasionally equity-based compensation in the form of Options under the Stock Option Plan. We believe that executives who have significant equity investment in the Company, whether in the form of Shares or equity-based compensation awards, will be motivated to achieve our strategic business and financial objectives, and it also aligns their interests with the long-term interests of our Shareholders.

While we have determined that our current executive officer compensation program is effective at attracting and maintaining executive officer talent, we evaluate our compensation philosophy and compensation program on an ongoing basis and plan to continue to review the compensation of our executive team on an annual basis to ensure that we are providing competitive compensation opportunities for our executive team and that the interests of our executives are in line with the long-term interests of our Shareholders. As part of this review process, we expect to be guided by the philosophy and objectives outlined above, as well as other factors which may become relevant.

Compensation-Setting Process

The GCN Committee is responsible for assisting our Board in fulfilling its governance and supervisory responsibilities, and overseeing our human resources, succession planning, and compensation policies, processes and practices. The GCN Committee is also responsible for ensuring that our compensation policies and practices provide an appropriate balance of risk and reward consistent with our risk profile.

Our Board has adopted a written charter for the GCN Committee setting out its responsibilities for administering our compensation programs and reviewing and making recommendations to our Board concerning the level and nature of the compensation payable to our directors and executive officers. The GCN Committee’s oversight includes reviewing objectives, evaluating performance and ensuring that total compensation paid to our executive officers, personnel who report directly to our President and Chief Executive Officer and various other key employees is fair, reasonable and consistent with the objectives and philosophy of our compensation program. See also “Our Approach to Corporate Governance – Committees of our Board – Governance, Compensation and Nominating Committee”.

Our President and Chief Executive Officer makes recommendations to the GCN Committee each year with respect to the compensation for the other NEOs.

The GCN Committee generally meets annually to review the compensation program and make recommendations for any changes to the Board, as appropriate. As part of this annual review, the GCN Committee may engage an independent compensation consultant to evaluate the Company’s executive compensation program against market practice. No independent compensation consultant was retained in respect of Fiscal 2019.

Risk and Executive Compensation

In reviewing our compensation policies and practices each year, the GCN Committee seeks to ensure the executive compensation program provides an appropriate balance of risk and reward consistent with the risk profile of the Company. The GCN Committee also seeks to ensure the Company’s compensation practices do not encourage excessive risk-taking behaviour by the executive team.

Trading Restrictions

All of our executive officers (including the NEOs), directors and employees are subject to our insider trading policy, which prohibits trading in our securities while in possession of material undisclosed information about the Company. Under this policy, such individuals are also prohibited from entering into certain types of hedging transactions involving the securities of the Company, such as short sales, puts and calls. Furthermore, we permit our executive officers, including the NEOs, to trade in the Company’s securities, including the exercise of Options, only during prescribed trading windows.

Components of Compensation

The compensation of our executive officers includes two major elements: (i) base salary, and (ii) a discretionary annual bonus. Additionally, from time to time, the Board has granted awards to executives who have taken on additional responsibilities and/or as a way to periodically recognize executives who have consistently performed at an exceptional level. These awards are in the form of Options under the Stock Option Plan, which assist the Company in retaining key employees who have the potential to add value to the Company over the longer term. Perquisites and benefits are not a significant element of compensation of our executive officers.

Base Salaries

Base salary is provided as a fixed source of compensation for our executive officers. Base salaries are determined on an individual basis taking into account the scope of the executive officer’s responsibilities and their prior experience. Base salaries are reviewed annually by the Board and may be increased based on the executive officer’s success in meeting or exceeding individual objectives, as well as to maintain market competitiveness. In addition, base salaries can be adjusted as warranted throughout the year to reflect promotions or other changes in the scope or breadth of an executive officer’s role or responsibilities.

Discretionary Annual Bonuses

The Board believes that its ability to exercise discretion and judgment is critical to ensuring that annual bonuses reflect the assessment of risk in the decisions and actions taken by our executive team and consider unexpected circumstances or events that have occurred during the year. In determining annual bonus amounts, the Board reviews each NEO’s performance over the year, including how their decisions and actions align with the Company’s long-term strategy and how they considered the risks associated with such decisions, along with the Company’s performance over the year. The discretionary annual bonus, if any, typically represents less than 50% of an NEO’s total compensation. No NEOs have a contractual right to a bonus. The annual bonuses awarded to each NEO in Fiscal 2019 are set forth below under “— Summary Compensation Table”.

Long-Term Incentive Plans

Stock Option Plan

In 2018, we established the stock option plan of the Company, which was amended and restated by our Board on May 24, 2019 (and approved by Shareholders on June 28, 2019) in order to expand the definition of consultants to include non-individual consultants, to revise the termination provisions of the stock option plan to contemplate the termination of non-individual consultants, to revise the amendment provision to clarify that the list of the types of amendments that do not require shareholder approval is a non-exhaustive list, and to make other changes of a housekeeping nature (as amended and restated, the “Stock Option Plan”).

The Stock Option Plan provides eligible participants with compensation opportunities that enhance our ability to attract and retain our executive officers, other key employees, directors and consultants and ensure that their interests are aligned with the success of the Company and its affiliates. The material features of the Stock Option Plan are summarized below.

Administration and Eligibility

The Stock Option Plan is administered by our Board, provided that the Board may, in its discretion, delegate its administrative powers under the Stock Option Plan to the GCN Committee. Employees, directors and consultants of the Company and its affiliates are eligible to participate in the Stock Option Plan.

Shares Subject to the Stock Option Plan and Participation Limits

The maximum number of Shares that are available for issuance under the Stock Option Plan (including upon the exercise of the replacement options that were granted by the Company in exchange for options granted under our predecessor’s amended and restated stock option plan) is 10% of the issued and outstanding Shares from time to time. Shares underlying Options and replacement options that have been exercised or that have expired or terminated for any reason will become available for subsequent issuance under the Stock Option Plan. As a result, the Stock Option Plan is considered an evergreen plan pursuant to the rules of the TSX. The TSX requires that the approval of all unallocated Options under the Stock Option Plan be sought by the Company every three years from a majority of the votes cast by shareholders. As at December 31, 2019, 2,998,168 Options have been granted under the Stock Option Plan, representing approximately 5.13% of the issued and outstanding Shares as of that date, and 2,843,676 Options remain available for future issuance under the Stock Option Plan, representing approximately 4.87% of the issued and outstanding Shares as of that date.

The number of Shares that may be (i) issued to insiders of the Company within any one-year period, or (ii) issuable to insiders of the Company at any time, in each case, under the Stock Option Plan alone, or when combined with all of the Company’s other security-based compensation arrangements, cannot exceed 10% of the outstanding Shares. Additionally, the aggregate value of all Options granted to any one director in any one-year period under all security-based compensation arrangements of the Company cannot exceed $100,000 based on the grant date fair value of the Options.

Options

The exercise price for Options will be determined by our Board, which may not be less than the fair market value of a Share (being the closing price of a Share on the TSX on the applicable date (the “Fair Market Value”)) on the date the Option is granted. Options will vest in accordance with the vesting schedule established on the grant date, which historically has been as to one-third on each of the first three anniversaries of the grant date.

Options must be exercised within a period fixed by our Board that may not exceed 10 years from the date of grant, provided that if the expiry date falls during a blackout period, the expiry date will be automatically extended until 10 business days after the end of the blackout period. The Stock Option Plan also provides for earlier expiration of Options upon the occurrence of certain events, including the termination of a participant’s employment.

In order to facilitate the payment of the exercise price of the Options, the Stock Option Plan contains a cashless exercise feature and a net settlement feature. Additionally, vested Options can be exercised by payment in full of the applicable exercise price in cash or by certified check, bank draft or money order payable to the Company or by such other means as might be specified from time to time by the Board. Pursuant to the net settlement feature, to the extent permitted by the Board and as permitted by applicable law, a participant may elect to have the Company retain such number of Shares otherwise issuable in connection with the exercise of the Option as will have a Fair Market Value on the date of such exercise equal to the aggregate exercise price. Pursuant to the cashless exercise feature, to the extent permitted by the Board and as permitted by applicable law, a participant may elect to receive (i) an amount in cash equal to the cash proceeds realized upon the sale of the Shares underlying the Options by a securities dealer in the capital markets, minus the aggregate exercise price, any applicable withholding taxes and any transfer costs charged by the securities dealer, (ii) an aggregate number of Shares that is equal to the number of Shares underlying the unexercised Options, minus the number of Shares sold by a securities dealer in the capital markets as required to realize cash proceeds equal to the aggregate exercise price, any applicable withholding taxes and any transfer costs charged by the securities dealer, or (iii) a combination of clauses (i) and (ii).

Termination of Employment or Services

Unless otherwise determined by our Board or if a participant’s employment agreement or consulting agreement or arrangement expressly provides more favorable rights with respect to the Option in the event of termination, the following rights apply. In the event a participant ceases to be an employee, director or consultant of the Company or a designated affiliate, all outstanding Options granted to the participant under the Stock Option Plan that are unvested on the cessation date will be forfeited. All outstanding Options that have vested as of the cessation date will be exercisable as follows, after which time such vested Options will automatically terminate: (i) if the participant ceases to be an employee, director or an individual consultant by reason of death or disability, the participant’s Options must be exercised within 9 months of the date of death or disability; (ii) if the participant ceases to be an employee, director or consultant (whether an individual or entity) by reason of termination without cause, the participant’s Options must be exercised within 3 months of the cessation date; (iii) if the participant ceases to be an employee, director or consultant (whether an individual or entity) by reason of voluntary resignation or termination, the participant’s Options must be exercised within 30 days of the cessation date; and (iv) if the participant ceases to be an employee, director or consultant (whether an individual or entity) by reason of termination for cause, the participant’s Options will automatically terminate on the cessation date and may no longer be exercised. In no event may Options be exercised later than the applicable expiry date of the Options, after which time all remaining Options will terminate.

Change of Control

In the event of a change in control, except as otherwise provided in an option agreement, the Board will provide for the treatment of each outstanding Option, which treatment need not be uniform for all participants and/or Options and which may include, without limitation, one or more of the following: (i) (a) continuation of such Option, or (b) conversion of such Option into, or substitution or replacement of such Option with, an award with respect to shares of the successor corporation (or a parent or subsidiary thereof) with substantially equivalent terms and value as such Option; (ii) acceleration of the vesting and the right to exercise such Option as of immediately, or during a specified period, prior to such change in control, and the termination of such Option without payment of any consideration therefor to the extent such Option is not timely exercised; (iii) if such Option is subject to performance criteria, the level of attainment of such criteria will be determined by the Board in its sole discretion, including, without limitation, by deeming such criteria attained at the applicable target or maximum level regardless of actual performance, or measuring the attainment of such criteria based on actual performance through such change in control or a specified date prior thereto; and/or (iv) permitting the participant to surrender to the Company such Option in consideration for a payment, in cash, securities, rights and/or other property, in an amount equal to the intrinsic value of such Option as of immediately prior to such change in control.

Adjustments

In the event that there is any change in the Shares or in the capital structure of the Company by reason of any stock or extraordinary cash dividend, stock split, reverse stock split, an extraordinary corporate transaction such as any recapitalization, reorganization, merger, consolidation, combination, exchange or other relevant change in capitalization (each an “Adjustment Event”), then the number or kind of shares or other securities reserved for issuance pursuant to the Stock Option Plan and the number of the Shares subject to Options and the exercise price thereof will be subject to such adjustments, if any, as the Board may acting reasonably determine, acting in good faith and to ensure economic equivalence.

Amendment or Termination

Our Board may amend or suspend any provision of the Stock Option Plan or any Option, or terminate the Stock Option Plan, at any time without approval of shareholders, subject to those provisions of applicable law and the rules, regulations and policies of the TSX, if any, that require the approval of shareholders or any governmental or regulatory body. However, except as set forth in the Stock Option Plan or as required pursuant to applicable law, no action of the Board or shareholders may materially adversely alter or impair the rights of a participant under any Option previously granted to the participant without the consent of the affected participant.

Our Board is permitted to make certain amendments to the Stock Option Plan or to any Option outstanding thereunder without seeking shareholder approval, including but not limited to, housekeeping amendments, amendments to comply with applicable law or stock exchange rules, amendments necessary for Options to qualify for favorable treatment under applicable tax laws, amendments to the vesting provisions of the plan or any Option, amendments to include or modify a cashless exercise feature, amendments to the termination or early termination provisions of the Stock Option Plan or any Option, and amendments necessary to suspend or terminate the Stock Option Plan. However, only the following types of amendments will not be able to be made without obtaining shareholder approval:

•

increasing the number of Shares reserved for issuance under the Stock Option Plan;

•

increasing the length of the period after a blackout period during which Options may be exercised;

•

any amendment that would result in the exercise price for any Option being lower than the Fair Market Value on the applicable date of grant;

•

permitting the introduction or reintroduction of non-employee directors as eligible recipients of Options on a discretionary basis or increasing the limits previously imposed on non-employee director participation;

•

removing or exceeding the insider participation limit;

•

reducing the exercise price of an Option, except pursuant to a change of control or an Adjustment Event;

•

extending the expiry date of an Option, except for an automatic extension of an Option that expires during a blackout period;

•

permitting awards to be transferred or assigned other than for normal estate settlement purposes;

•

amending the amendment provision under the Stock Option Plan; or

•

amendments required to be approved by shareholders under applicable law or the rules, regulations and policies of the TSX.

Assignment

Except as required by law or in the event of death or disability of the participant, the rights of a participant under the Stock Option Plan are not transferable or assignable.

Burn Rate

The following table provides the number of Options granted under the Stock Option Plan for Fiscal 2019 and Fiscal 2018, expressed as a percentage of the weighted average number of Shares outstanding during the applicable fiscal year (“Burn Rate”).

Fiscal Year	Number of Options Granted	Weighted Average Number of Shares Outstanding	Burn Rate
Fiscal 2019	385,000	53,828,597	0.72%
Fiscal 2018	450,500	40,209,697	1.12%

Benefit Plans

We provide some of our executive officers with disability, health and dental insurance programs on a comparable basis as other employees of the Company. We offer these benefits consistent with local market practice.

Perquisites

We do not offer significant perquisites as part of our compensation program.

Pension Plan Benefits

Dr. Grammer participates in the Company’s 401(k) plan made available to its US employees. The Company provides an employer safe harbor matching contribution equal to 100% of a participant’s salary deferrals under the plan up to the first 1% of plan eligible compensation, plus 50% of a participant’s salary deferrals under the plan up to the next 5% of plan eligible compensation, subject to the limits imposed by the Internal Revenue Service. Other than the 401(k) plan, the Company does not have any pension plans that provide for payments of benefits at, following or in connection with, retirement or provide for retirement or deferred compensation plans for the NEOs or directors.

Defined Contribution Plan Table

Name and Principal Position	Accumulated Value At Start of Year⁽¹⁾	Compensatory	Accumulated Value At Year-End
Geoffrey Grammer Chief Medical Officer	N/A	$7,401	$7,401

Notes:

(1)

The 401(k) plan was adopted effective January 1, 2019.

Termination and Change of Control Benefits

For a summary of the termination and change of control benefits provided under the Stock Option Plan, please refer to “– Components of Compensation – Long-Term Incentives”. Except as described below, the Company has not entered into contractual termination, post-termination or change of control arrangements with any of its NEOs.

The Company has entered into an employment agreement with Ms. Smith that provides for contractual termination entitlements. In connection with Ms. Smith’s termination by the Company on a without cause basis, Ms. Smith is entitled to her accrued base salary and vacation through the termination date, and subject to her execution of a general release of claims in favour of the Company: (i) in the event that the termination occurs prior to May 1, 2020, a severance payment equal to 2 months of Ms. Smith’s base salary; (ii) in the event that the termination occurs after May 1, 2020, a severance payment equal to 2 months of Ms. Smith’s base salary, plus, one additional month of base salary for each additional full year of employment, up to a maximum of 6 months of her base salary. If Ms. Smith was terminated on a without cause basis on December 31, 2019, she would be entitled to her accrued base salary and vacation and a severance payment equal to $35,000. Ms. Smith would not have received any incremental payments in respect of her 60,000 Options granted under the Option Plan in connection with such event.

Ms. Smith is subject to a customary confidentiality covenant and certain restrictive covenants that will continue to apply following the termination of her employment, including non-competition and non-solicitation provisions which are in effect during Ms. Smith’s employment and for 2 years thereafter.

Performance Graph

The following graph compares the Company’s cumulative total shareholder return to the S&P/TSX Composite Total Return Index, assuming reinvestment of any dividends and considering a $100 investment on October 3, 2018, being the date the Company’s Shares began trading on the TSX. The S&P/TSX Composite Total Return Index tracks the share prices of the largest companies on the TSX measured by market capitalization. Stocks included in this index cover all sectors of the economy and are not significantly weighted in the any comparable industry to the Company and are therefore not directly comparable to Greenbrook.

Cumulative Total Shareholder Return
October 3, 2018 to December 31, 2019

During the period covered by the performance graph, our common shares have both outperformed and underperformed the S&P/TSX Composite Total Return Index. However, throughout Fiscal 2019, our common shares largely underperformed the S&P/TSX Composite Total Return Index.

Executive officer compensation is not strongly correlated to Shareholder returns in the short term, in part because equity-based incentives are calculated at the time of grant using grant date fair values, which do not reflect the actual value of compensation received when such incentives vest or are settled. In the longer term, executive officer compensation is directly impacted by the Company’s Share price performance.

Fiscal 2019 represented our first full fiscal year as a public company. As such, there is limited history of our common shares trading on the TSX, and it may not be possible to draw conclusions from the existing trends. Aside from base salaries, our compensation program is designed to include short-term incentives that align with the near-term targets of the business as well as long-term incentives that are tied to successful execution against our long-term growth strategy.

Securities Authorized for Issuance Under Equity Compensation Plans

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights⁽¹⁾	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights⁽¹⁾	Number of Securities Remaining Available for Future Issuance⁽¹⁾
Equity compensation plans previously approved by Shareholders	2,998,168	$1.36	2,843,676
Equity compensation plans not previously approved by Shareholders	N/A	N/A	N/A
Total	2,998,168	$1.36	2,843,676

Notes:

(1)

As at December 31, 2019.

Summary Compensation Table

The table below shows the compensation paid to the NEOs in respect of the Company’s two most recently completed financial years in accordance with applicable securities laws. As the Company became a reporting issuer during Fiscal 2018, compensation information for prior financial years is not presented.

Name and Principal Position	Year	Salary	Share-Based Awards	Option-Based Awards⁽¹⁾	Non-Equity Incentive Plan Compensation		Pension Value⁽³⁾	All Other Compensation⁽⁴⁾	Total Compensation
Name and Principal Position	Year	Salary	Share-Based Awards	Option-Based Awards⁽¹⁾	Annual Incentive Plans⁽²⁾	Long-Term Incentive Plans	Pension Value⁽³⁾	All Other Compensation⁽⁴⁾	Total Compensation
Bill Leonard President & Chief Executive Officer	2019	$350,000	—	—	$150,000	—	—	—	$500,000
Bill Leonard President & Chief Executive Officer	2018	$304,167	—	—	$125,000	—	—	—	$429,167
Erns Loubser Chief Financial Officer and Treasurer	2019	$275,000	—	—	$100,000	—	—	—	$375,000
Erns Loubser Chief Financial Officer and Treasurer	2018	$181,173	—	—	$100,000	—	—	—	$281,173
Roberto Drassinower⁽⁵⁾ Chief Operating Officer	2019	$232,500	—	—	$75,000	—	—	—	$307,500
Roberto Drassinower⁽⁵⁾ Chief Operating Officer	2018	$212,491	—	—	$75,000	—	—	—	$287,491
Geoffrey Grammer Chief Medical Officer	2019	$225,000	—	—	—	—	$7,401	—	$232,401
Geoffrey Grammer Chief Medical Officer	2018	$175,000	—	—	$31,240	—	—	—	$206,240
Euphia Smith⁽⁶⁾ Chief Marketing Officer	2019	$140,000	—	$87,600	$75,000	—	—	—	$302,600
Euphia Smith⁽⁶⁾ Chief Marketing Officer	2018	—	—	—	—	—	—	—	—

Notes:

(1)

Reflects the grant date fair value of Options that were granted in Fiscal 2018 and Fiscal 2019, as applicable, determined in accordance with the Black-Scholes valuation model, using the following key assumptions

Grant Date	Expected Life (Years)	Expected Volatility	Risk Free Interest Rate	Expected Dividend Yield
May 9, 2019	10	46.48%	1.68%	0.00%

(2)

Amounts reflect annual bonuses that were paid to NEOs in respect of Fiscal 2018 and Fiscal 2019, as applicable.

(3)

Reflects contributions made by the Company to Dr. Grammer’s 401(k) plan.

(4)

None of the NEOs are entitled to perquisites or other personal benefits which, in aggregate, are worth over $50,000 or over 10% of their base salary.

(5)

Mr. Drassinower’s compensation is paid by Greybrook Health to a corporation wholly-owned by him pursuant to the Management Services Agreement.

(6)

Ms. Smith joined the Company on May 1, 2019. Accordingly, compensation in the above table reflects Ms. Smith’s compensation from May 1, 2019 to December 31, 2019.

Outstanding Share-Based Awards and Option-Based Awards

The following table sets out information on the outstanding Option-based awards held by each of our NEOs as of December 31, 2019. None of our NEOs currently hold any share-based awards.

	Option-Based Awards
Name and Principal Position	Number of Securities Underlying Unexercised Options	Option Exercise Price	Option Expiration Date	Value of Unexercised In-The-Money Options⁽¹⁾
Bill Leonard President & Chief Executive Officer	—	—	—	—
Erns Loubser⁽²⁾ Chief Financial Officer and Treasurer	50,000 25,000 675,000	$1.00 $1.00 $1.00	March 31, 2025 March 31, 2026 March 31, 2027	$17,366 $8,683 $234,444
Roberto Drassinower Chief Operating Officer	—	—	—	—
Geoffrey Grammer⁽³⁾ Chief Medical Officer	200,000 25,000 10,000	$1.00 $1.00 $1.00	March 31, 2025 March 31, 2026 March 31, 2027	$69,465 $8,683 $3,473
Euphia Smith⁽⁴⁾ Chief Marketing Officer	60,000	$2.54	May 9, 2029	—

Notes:

(1)

(2)

Mr. Loubser was granted 50,000 Options on March 31, 2015, which are fully vested; 25,000 Options on March 31, 2016, which are fully vested; and 675,000 Options on March 31, 2017, which vest as to one-third on each anniversary of the grant date and are subject to the terms of the Stock Option Plan.

(3)

Dr. Grammer was granted 200,000 Options on March 31, 2015, which are fully vested; 25,000 Options on March 31, 2016, which are fully vested; 10,000 Options on March 31, 2017, which vest as to one-third on each anniversary of the grant date and are subject to the terms of the Stock Option Plan.

(4)

Ms. Smith was granted 60,000 Options on May 9, 2019, which vest as to one-third on March 31, 2020, March 31, 2021 and March 31, 2022 and are subject to the terms of the Stock Option Plan.

Incentive Plan Awards – Value Vested or Earned During the Year

The following table indicates, for each of our NEOs, the value of the Option-based awards vested in accordance with their terms during Fiscal 2019 and the value of the annual bonuses paid in respect of Fiscal 2019:

Name and Principal Position	Option-Based Awards – Value Vested or Earned During the Year⁽¹⁾	Non-Equity Incentive Plan Compensation – Value Earned During the Year
Bill Leonard President & Chief Executive Officer	—	—
Erns Loubser Chief Financial Officer and Treasurer	$363,810	—
Roberto Drassinower Chief Operating Officer	—	—
Geoffrey Grammer Chief Medical Officer	$18,191	—
Euphia Smith Chief Marketing Officer	—	—

Notes:

(1)

Includes time vesting Options that vested during the fiscal year. The value of time vesting Options vested during the fiscal year is calculated based on the closing price of the Shares on the TSX on the applicable vesting date.

OTHER INFORMATION

Indebtedness of Directors and Executive Officers

None of our directors, executive officers, employees, former directors, former executive officers or former employees or any of our subsidiaries, and none of their respective associates, is or has within 30 days before the date of this Circular or at any time since the beginning of the most recently completed financial year been indebted to us or any of our subsidiaries or another entity whose indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar agreement or understanding provided by us or any of our subsidiaries.

Interests of Certain Persons or Companies in Matters to be Acted Upon

To the knowledge of the directors and executive officers of Greenbrook, no director or executive officer of the Company, any proposed nominee for election as director of the Company, or any associate or affiliate of any of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, other than the election of directors.

Interests of Informed Persons in Material Transactions

Other than as described elsewhere in this Circular and in our most recent annual information form under the heading “Interest of Management and Others in Material Transactions”, there are no material interests, direct or indirect, of any of our directors or executive officers, any shareholder that beneficially owns, or controls or directs (directly or indirectly), more than 10% of any class or series of our outstanding voting securities, or any associate or affiliate of any of the foregoing persons, in any transaction since the commencement of our most recently completed financial year or in any proposed transaction that has materially affected or is reasonably expected to materially affect us or any of our subsidiaries.

Shareholder Proposals

There are no shareholder proposals to be considered at the Meeting. The OBCA permits certain eligible shareholders to submit shareholder proposals to us, which proposals may be included in a management information circular relating to an annual meeting of shareholders. The final date by which we must receive shareholder proposals for our annual meeting of shareholders to be held in 2021 is April 30, 2021.

Additional Information

The Company is a reporting issuer under the applicable legislation of all of the provinces of Canada, excluding Quebec, and is required to file financial statements and information circulars with the various securities commissions. The Company has filed its annual information form with those securities commissions which, among other things, contained all of the disclosure required by Form 52-110F1 under NI 52-110.

Additional copies of our latest annual information form, this Circular and our consolidated financial statements and management’s discussion and analysis can be obtained upon request from the General Counsel of Greenbrook by writing to:

Greenbrook TMS Inc.
890 Yonge Street, 7th Floor
Toronto, Ontario M4W 3P4.

Financial information is provided in our audited consolidated financial statements and management’s discussion and analysis for its most recently completed financial year. Additional information about or relating to the Company can also be found at www.greenbrooktms.com and on SEDAR at www.sedar.com.

Contacting the Board of Directors

Shareholders, employees and other interested parties may communicate directly with the Board through the Lead Independent Director by writing to:

Lead Independent Director
Greenbrook TMS Inc.
890 Yonge Street, 7th Floor
Toronto, Ontario M4W 3P4.

Board Approval

The contents and sending of this Circular to Shareholders entitled to receive notice of the Meeting, to each director, to the auditors of the Company and to the appropriate securities regulatory authorities have been approved by the Board.

	On behalf of the Board of Directors,

Toronto, Ontario	Bill Leonard

May 19, 2020

President and Chief Executive Officer

Appendix A

MANDATE OF THE BOARD OF DIRECTORS

Introduction

The members of the board of directors (respectively, the “Directors” and the “Board”) of Greenbrook TMS Inc. (the “Company”) are elected by the shareholders of the Company and are responsible for the stewardship of the Company. The purpose of this mandate (the “Board Mandate”) is to describe the principal duties and responsibilities of the Board, as well as some of the policies and procedures that apply to the Board in discharging its duties and responsibilities.

Certain aspects of the composition and organization of the Board are prescribed and/or governed by the Business Corporations Act (Ontario) and the constating documents of the Company.

Chair of the Board

The Board will appoint an independent director to act as Chair of the Board (the “Chair”). If the Board determines that this is not appropriate in the circumstances and instead appoints a non-independent director to act as Chair of the Board, the Board will also appoint an independent director to act as lead director (the “Lead Director”). Either an independent Chair of the Board or the Lead Director will act as the effective leader of the Board and ensure that the Board’s agenda will enable it to successfully carry out its duties. The Chair of the Board and the Lead Director, as applicable, may be removed at any time at the discretion of the Board.

Board Size

The constating documents of the Company provide that the Board shall be comprised of a minimum of three (3) Directors and a maximum of fifteen (15) Directors. The Board shall periodically review its size in light of its duties and responsibilities from time to time. Applicable residency requirements will be complied with in respect of the composition of the Board.

Independence

The Board shall be comprised of a minimum of three (3) independent Directors. A Director shall be considered independent if he or she would be considered independent for the purposes of National Instrument 58-101 – Disclosure of Corporate Governance Practices.

Role and Responsibilities of the Board

The Board is responsible for supervising the management of the business and affairs of the Company and is expected to focus on guidance and strategic oversight with a view to increasing shareholder value.

In accordance with the Business Corporations Act (Ontario), in discharging his or her duties, each Director must act honestly and in good faith, with a view to the best interests of the Company. Each Director must also exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

Board Meetings

(a)

In accordance with the constating documents of the Company, meetings of the Board may be held at such times and places as the Chair may determine and as many times per year as necessary to effectively carry out the Board’s responsibilities. The non-employee Directors may meet without senior executives of the Company, as required. The independent Directors may meet without senior executives of the Company and any non-independent Directors, as required.

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(b)

The Chair shall be responsible for establishing or causing to be established the agenda for each Board meeting, and for ensuring that regular minutes of Board proceedings are kept and circulated on a timely basis for review and approval.

(c)

The Chair (or other Directors as delegated by the Chair from time to time) may invite, at its discretion, any other individuals to attend its meetings. Senior executives of the Company shall attend a meeting if invited by the Chair (or another Director delegated by the Chair).

Delegations and Approval Authorities

(a)

The Board shall appoint the chief executive officer of the Company (the “CEO”) and delegate to the CEO and other senior executives the authority over the day-to-day management of the business and affairs of the Company.

(b)

The Board may delegate certain matters it is responsible for to the committees of the Board, currently consisting of the Audit Committee, and the Governance, Compensation and Nominating Committee. The Board may appoint other committees, as it deems appropriate, to the extent permissible under applicable law. The Board will, however, retain its oversight function and ultimate responsibility for such matters and associated delegated responsibilities.

Strategic Planning Process and Risk Management

(a)

The Board shall adopt a strategic planning process to establish objectives and goals for the Company’s business and shall review, approve and modify as appropriate the strategies proposed by senior executives to achieve such objectives and goals. The Board shall review and approve, at least on an annual basis, a strategic plan which takes into account, among other things, the opportunities and risks of the Company’s business and affairs.

(b)

The Board, in conjunction with management, shall be responsible to identify the principal risks of the Company’s business and oversee management’s implementation of appropriate systems to seek to effectively monitor, manage and mitigate the impact of such risks. Pursuant to its duty to oversee the implementation of effective risk management policies and procedures, the Board may delegate to applicable Board committees the responsibility for assessing and implementing appropriate policies and procedures to address specified risks, including delegation of financial and related risk management to the Audit Committee and delegation of risks associated with compensation policies and practices to the Governance, Compensation and Nominating Committee.

Succession Planning, Appointment and Supervision of Senior Executives

(a)

The Board shall approve the corporate goals and objectives of the CEO and review the performance of the CEO against such corporate goals and objectives. The Board shall take steps to satisfy itself as to the integrity of the CEO and other senior executives of the Company and that the CEO and other senior executives create a culture of integrity throughout the organization.

(b)

The Board shall approve the succession plan for the Company, including the selection, appointment, supervision and evaluation of the senior executives of the Company, and shall also approve the compensation of the senior executives of the Company upon recommendation of the Governance, Compensation and Nominating Committee.

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10.

Financial Reporting and Internal Controls

The Board shall review and monitor, with the assistance of the Audit Committee, the adequacy and effectiveness of the Company’s system of internal controls over financial reporting, including any significant deficiencies or changes in internal control and the quality and integrity of the Company’s external financial reporting processes.

11.

Regulatory Filings

The Board shall approve applicable regulatory filings that require or are advisable for the Board to approve, which the Board may delegate in accordance with Section 7(b) of this mandate. These include, but are not limited to, the annual audited financial statements, interim financial statements and related management’s discussion and analysis accompanying such financial statements, management proxy circulars, annual information forms, offering documents and other applicable disclosure.

12.

Corporate Disclosure and Communications

The Board will seek to ensure that corporate disclosure of the Company complies with all applicable laws, rules and regulations and the rules and regulations of the stock exchanges upon which the Company’s securities are listed. In addition, the Board shall adopt appropriate procedures designed to permit the Board to receive feedback from shareholders on material issues.

13.

Corporate Policies

The Board shall adopt and periodically review policies and procedures designed to ensure that the Company and its Directors, officers and employees comply with all applicable laws, rules and regulations and conduct the Company’s business ethically and with honesty and integrity.

14.

Review of Mandate

The Board may, from time to time, permit departures from the terms of this Board Mandate, either prospectively or retrospectively. This Board Mandate is not intended to give rise to civil liability on the part of the Company or its Directors or officers, to shareholders, security holders, customers, suppliers, competitors, employees or other persons, or to any other liability whatsoever on their part.

The Board may review and recommend changes to this Board Mandate from time to time and the Governance, Compensation and Nominating Committee may periodically review and assess the adequacy of this mandate and recommend any proposed changes to the Board for consideration.

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