Wayne Wouters
About Wayne Wouters
The Hon. Wayne Wouters, PC, OC, 74, is an independent director of BlackBerry and has served since October 2015; he sits on the Audit and Risk Management Committee. He previously served as Clerk of the Privy Council of Canada (Deputy Minister to the Prime Minister, Secretary to the Cabinet, Head of the Public Service) and earlier as Secretary of the Treasury Board, with decades in senior Canadian public service roles. He holds an honours bachelor of commerce (University of Saskatchewan) and a master’s degree in economics (Queen’s University), and has been recognized with the Order of Canada (Officer) and multiple honorary degrees and awards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Privy Council Office (Canada) | Clerk of the Privy Council; Deputy Minister to the Prime Minister; Secretary to the Cabinet; Head of the Public Service | 2009–2014 | Led Canada’s public service; senior oversight of government operations |
| Treasury Board of Canada Secretariat | Secretary of the Treasury Board | Not specified | Senior fiscal and administrative oversight across federal government |
| Canadian Public Service | Various deputy minister and senior positions | Not specified | Senior leadership across ministries |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McCarthy Tétrault LLP | Strategic & Policy Advisor | Since Apr 2015 | Advisory role; law firm affiliation noted |
| Canadian Utilities Limited | Director | 2019–current | Not disclosed in BB proxy |
| Foran Mining Corporation | Director | 2021–current | Not disclosed in BB proxy |
| Champion Iron Limited | Director (former) | 2016–2023 | Not disclosed in BB proxy |
Board Governance
- Independence: Determined independent under NYSE, SEC, TSX and applicable Canadian securities laws; Audit & Risk Management Committee (ARM) comprised solely of independent directors .
- Committee assignments: Audit & Risk Management Committee member; ARM members in FY2025 were Lisa Disbrow (Chair), Lori O’Neill, and Wayne Wouters .
- Attendance: Perfect attendance across Board and ARM for the past three fiscal years.
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Board meetings attended / total | 5/5; 100% | 15/15; 100% | 10/10; 100% |
| ARM meetings attended / total | 4/4; 100% | 5/5; 100% | 5/5; 100% |
| Overall attendance | 9/9; 100% | 20/20; 100% | 15/15; 100% |
| Years of service on BB Board | Oct 2015–present | Oct 2015–present | Oct 2015–present |
- Annual director election results (support level):
- 2022: Votes For 216,289,190; 94.40% For; Withheld 12,842,049; 5.60%
- 2023: Votes For 240,118,843; 94.78% For; Withheld 13,220,646; 5.22%
- 2024: Votes For 246,814,693; 92.4% For; Withheld 20,347,668; 7.6%
Fixed Compensation
Program design: Non-officer directors are paid 100% in Deferred Share Units (DSUs); no cash fees other than reimbursement of expenses. DSU retainer and chair fees are standard across the Board .
| Component (CDN unless noted) | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Initial Board retainer (one-time, DSUs) | C$150,000 | Not reiterated | Not reiterated |
| Annual Board retainer (DSUs) | C$270,000 | 100% DSUs, program unchanged | 100% DSUs, program unchanged |
| Additional annual retainer – Board Chair | C$75,000 | Not applicable to Wouters | Not applicable to Wouters |
| Additional annual retainer – Audit Chair | C$25,000 | Chair was Disbrow | Chair was Disbrow |
| Additional annual retainer – CNG Chair | C$20,000 | Not applicable to Wouters | Not applicable to Wouters |
| Wayne Wouters – Total fees earned (USD) | $205,558 (converted at 1.3135) | $200,000 (converted at 1.3500) | $195,016 (converted at 1.3845) |
Notes:
- 100% of non-officer director fees were paid in DSUs in FY2023–FY2025 .
- No meeting fees disclosed; chair fees paid in DSUs (Wouters not a chair) .
Performance Compensation
- Directors have no performance-linked pay. DSUs do not have vesting conditions and are redeemable upon ceasing Board service; no stock options or PSUs disclosed for directors .
| Performance Metric | Applies to Director Pay? | Evidence |
|---|---|---|
| TSR percentile | No | 100% DSUs; no performance metrics disclosed |
| Revenue/EBITDA targets | No | No performance conditions for DSUs |
| ESG goals | No | Not disclosed; DSUs only |
| Option awards | None disclosed | Only DSUs reported for directors |
Other Directorships & Interlocks
| Company | Status | Tenure | Interlocks |
|---|---|---|---|
| Canadian Utilities Limited | Current | 2019–current | None disclosed |
| Foran Mining Corporation | Current | 2021–current | None disclosed |
| Champion Iron Limited | Former | 2016–2023 | None disclosed |
- Board interlocks: None reported in BB proxy for Wouters .
Expertise & Qualifications
- Public sector leadership, governance, and risk oversight, including top civil service roles; economics and commerce training; significant board experience across Canadian industrial and mining sectors .
- ARM Committee experience; committee composed of independent directors; Disbrow and O’Neill designated audit committee financial experts; Wouters not designated as financial expert in the proxy .
Equity Ownership
Shareholding guideline: Non-officer directors must hold Common Shares and/or DSUs equal to ≥4× the annual retainer within five years; guideline met by all non-officer directors except recent appointees (Bahash, Brace, O’Neill). Wouters meets the guideline .
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Common Shares (#) at Record Date | – | – | – |
| DSUs credited (#) | 212,504 | 262,033 | 329,329 |
| Market value of DSUs (as of fiscal year-end reference date) | $824,516 at $3.88 (Feb 28, 2023) | $728,452 at $2.78 (Feb 29, 2024) | $1,551,140 at $4.71 (Feb 28, 2025) |
| Total value of Common Shares/DSUs at Record Date | $996,644 | $767,757 | $1,149,358 |
Notes:
- DSU plan outstanding and capacity: 1,601,943 DSUs outstanding (0.28% of shares) with 0.72% capacity at FY2023 record date; 1,380,265 DSUs (0.23%) with 0.77% capacity at FY2024; 1,273,124 DSUs (0.21%) with 0.79% capacity at FY2025 .
Governance Assessment
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Strengths:
- Independence and perfect attendance strengthen board effectiveness; active ARM Committee oversight and independent composition .
- Strong ownership alignment via DSUs and compliance with 4× retainer shareholding guideline; DSUs must be held until departure, reinforcing long-term alignment .
- High shareholder support for election in successive years (92–95% range), bolstering mandate and investor confidence .
- No indebtedness to the company disclosed and no related-party transactions involving Wouters identified in proxies, limiting conflict risk .
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Monitoring points:
- Law firm affiliation: Strategic & Policy Advisor at McCarthy Tétrault LLP. No related-party transactions disclosed with this firm; continue monitoring for any engagements that could create perceived conflicts. Currently no red flag disclosed in proxies .
- Not designated audit committee financial expert (committee includes designated experts), but deep governance and public-sector risk experience complements the committee skill mix .
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Compensation signals:
- Pay structure remains 100% DSUs, with no performance metrics—standard for directors and supportive of alignment via holding requirements. Year-over-year total fees modestly declined (USD) from $205,558 in FY2023 to $195,016 in FY2025, driven by FX and program mechanics; no signs of pay inflation or guaranteed cash increases .
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RED FLAGS: None identified in disclosures. No hedging/pledging flagged, no loans, no option repricing, no related-party transactions, and strong attendance .