Duncan McEwan

About Duncan McEwan

Duncan McEwan is the independent Chairman and Director of Sphere 3D Corp. (ticker: ANY), age 71, serving on the Board since May 10, 2017. He is a corporate director and former President of Diligent Inc., with prior senior roles across telecommunications and technology; he holds a B.Sc. in Zoology from the University of Toronto . He is classified as independent under NI 58-101/NI 52-110 and Nasdaq Rule 5605(a)(2) .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee (member), Compensation Committee (member), Nominating & Governance Committee (Chair) .
• Independence: McEwan is independent; Board currently has a majority of independent directors .
• Attendance: Each director attended at least 75% of Board/committee meetings in 2024; independent directors met regularly without management .
• Meeting cadence: Board met 16 times in 2024 (1 session without management), Audit 4 times (1 without management), Compensation 2 times (both independent sessions) .
• Audit Committee quality: All members independent and financially literate; Audit chaired by Timothy Hanley, who is designated the audit committee financial expert .

Fixed Compensation

• 2024 cash fees earned (Non-Employee Director): $72,500 for McEwan .
• Program changes: Effective Apr 1, 2024, annual cash payment reduced from $75,000 to $60,000; Chairman fees eliminated; Committee chair fees ($15,000) applied Jan–Mar 2024 only .
• Board Compensation Program (structure): Annual equity award valued at $100,000 (RSUs or options at director’s election), priced at market close on the day of the annual shareholders’ meeting; options/RSUs vest fully after 364 days .

Performance Compensation

• 2024 Option Awards (grant-date fair value): $283,738 for McEwan .
• Equity choices: Annual $100,000 equity award as RSUs or options; options valued via Black-Scholes; RSUs/options vest in full after 364 days .
• 2024 grants detail (McEwan):
  • Jan 9, 2024: Option for 82,050 shares @ $2.65; vests Dec 5, 2024; expires Dec 5, 2029 .
  • May 21, 2024: Option for 125,315 shares @ $1.185; vests May 15, 2025; expires May 15, 2030 .

Other Directorships & Interlocks

• Current public company boards: None disclosed for McEwan; the proxy notes that Ms. Harnett is the only current director serving on another public company board .
• Prior boards: McEwan has previously served on public and private company boards; specifics not listed beyond Geminare .

Expertise & Qualifications

• Industry experience: Senior executive roles in telecom (CEO/COO/EVP Strategy); technology-focused M&A advisory through Diligent Inc. .
• Financial oversight: Member of Audit Committee; all members financially literate per NI 52-110 .
• Governance leadership: Chair of Nominating & Governance Committee; independent Chairman of the Board .

Equity Ownership

• Beneficial ownership: 290,399 common shares (1.1% of outstanding) as of April 7, 2025 .
• Year-end derivative holdings: Outstanding stock options for 286,314 common shares at Dec 31, 2024 .
• Shares outstanding baseline: 26,178,282 common shares as of April 7, 2025 .
• SEC footnote convention: Beneficial holdings include shares acquirable within 60 days .

Governance Assessment

• Positives

  • Independence and broad committee engagement (Audit, Compensation; Chair, Nominating & Governance) support board effectiveness and checks/balances .
  • Active meeting cadence (16 Board; 4 Audit; 2 Compensation) and independent sessions; compliance with ≥75% attendance standard .
  • Audit Committee structure meets independence and literacy requirements; designated financial expert present (Hanley) .
  • No sanctions, bankruptcies, or regulatory penalties disclosed for proposed directors within the last 10 years .

• Watch items / potential conflicts

  • Change-of-control agreement unique for a director: McEwan eligible for $115,000 payment tied to prior unpaid board services upon change-of-control, incapacity, or non-reappointment—non-standard feature for independent directors; Mahadevan received payment upon non-reappointment in 2024 (contextual precedent) .
  • 2025 Performance Incentive Plan: Directors are eligible participants, and Board/management have a personal interest in plan approval (standard but structurally conflicted); equity compensation plans show limited remaining shares under the expiring 2015 Plan, motivating new plan adoption .
  • Reliance shift to more stock-based compensation vs cash in 2024 increases option exposure; McEwan’s option-heavy mix may influence risk preferences versus RSU-based peers .

• Alignment signals

  • Equity holdings and option exposure (286,314 options at year-end) suggest alignment with share price performance; annual equity awards are time-based rather than performance metric-based (no TSR/EBITDA targets disclosed for directors), moderating pay-for-performance strength .

RED FLAGS: Director COC cash entitlement tied to board service (non-reappointment/COC) is atypical for independent directors and could present optics concerns in contested situations .

Related Notes

• Board composition context: Board set at four; vacancy created March 4, 2025 due to the passing of CEO and Director Patricia Trompeter; nominees include McEwan (Chair), Hanley, and Harnett—all independent .
• Equity plan capacity and refresh: 2015 Plan and ESPP nearing expiration with limited remaining shares, underpinning 2025 Performance Incentive Plan proposal where directors are eligible .