Lionel Conacher
About Lionel F. Conacher
Independent director since 2021; age 62 as of November 5, 2024. Conacher is a seasoned finance executive and investor with 30+ years across public-company leadership, investment banking, private equity, and venture capital; he holds an A.B. in Economics & Art History from Dartmouth College and qualifies as an audit committee financial expert. He served as Interim Chief Executive Officer in 2023 (previously Interim CFO in 2022–May 2023), and is currently Chairman of DXL Group (NASDAQ: DXLG) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Better Choice Company (BTTR) | Interim Chief Executive Officer | 2023 | Executive leadership during transition; compensation disclosed in NEO table . |
| Better Choice Company (BTTR) | Interim Chief Financial Officer | 2022–May 22, 2023 | Financial leadership; transitioned to CEO role . |
| Altamont Capital Partners | Senior Advisor & Operating Partner | 2011–2018 | Chaired Wunderlich Securities; directed Mervin Manufacturing & Dakine Inc. portfolio companies . |
| Thomas Weisel Partners | President & COO | 2008–2010 | Public company investment bank leadership . |
| Westwind Partners | Co-founder & CEO | Pre-2007 (sold) | Built and sold for $170M to Thomas Weisel Partners in 2007 . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| DXL Group (NASDAQ: DXLG) | Chairman | Current | Guided the retailer through COVID-19 period . |
| Wunderlich Securities | Chairman | 2013–2018 | ACP investee company leadership . |
| Mervin Manufacturing; Dakine Inc. | Director | 2013–2018 | ACP investees . |
| Next Ventures (venture fund) | Co-founder & Managing Partner | 2018–Feb 2021 | San Francisco-based VC . |
| PowerDot Inc.; AmpHP Inc.; SteadyMD Inc.; Kinetyx Sciences Inc. | Director | Prior to 2021 | Private company boards . |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined all directors, including Conacher, meet NYSE American independence standards . |
| Audit Committee | Member; all members independent; all qualify as “audit committee financial experts” . |
| Compensation Committee | Member; committee met once in 2023 . |
| Nominating & Corporate Governance Committee | Chair effective April 1, 2024 . |
| Strategic Advisory Committee | Not a member; committee did not meet in 2023 . |
| Attendance | 100% meeting attendance by each director in 2023 . |
| Election (2024 Annual Meeting) | Votes for Conacher: For 775,232; Against 2,484; Abstain 6,538; Broker non-vote 323,754 . |
Fixed Compensation
| Component | 2021 (Appointment Terms) | 2023 (Actual) |
|---|---|---|
| Annual cash retainer (director service) | $50,000 per calendar year | $60,000 fees earned |
| Initial director option grant | 27,027 options; 3-year vesting | Options outstanding at 12/31/2023: 615 |
| Stock awards (director) | Not disclosed | $316,000 |
| Other compensation (executive role) | Not applicable | $173,334 (Interim CEO compensation; see NEO table) |
Option award details (Conacher specific):
- Grant date: 9/28/2021; exercise price $90.64; expiration 9/28/2031 .
Performance Compensation
Director equity awards are time-based; no director-specific performance metrics disclosed. Conacher’s 2023 executive compensation (as Interim CEO) aligns to company incentive design below.
| Incentive Design (Company-wide, 2023) | Weighting/Structure | Notes |
|---|---|---|
| Annual bonus metrics | 50% Gross Revenue & Adjusted EBITDA; 50% individual performance/goals | |
| Metric philosophy | Year-over-year Gross Revenue, Gross Margin, Adjusted EBITDA growth tied to sustainable value | |
| CEO target bonus | 50% of base salary; paid 50% cash / 50% equity | |
| Conacher 2023 stock awards (as interim CEO) | $13,334 grant-date value |
Other Directorships & Interlocks
| Company | Role | Sector Overlap/Conflict Considerations |
|---|---|---|
| DXL Group (DXLG) | Chairman | Apparel retail; no direct competitive overlap with pet wellness; no related-party transactions disclosed . |
| Wunderlich Securities | Chairman (past) | Financial services; historical role . |
| Mervin Manufacturing; Dakine Inc. | Director (past) | Consumer goods; historical roles . |
| Private boards (PowerDot, AmpHP, SteadyMD, Kinetyx) | Director (past) | Health tech/consumer; no BTTR related-party disclosures . |
Expertise & Qualifications
- Financial expertise; designated audit committee financial expert .
- Deep operating experience in public companies, investment banking, private equity, and venture capital .
- Governance experience as committee chair (Nominating & Governance) .
- Education: A.B., Economics & Art History, Dartmouth College .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Lionel F. Conacher | 32,847 | 1.80% | Includes options exercisable within 60 days per SEC rules methodology . |
| Options outstanding | 615 (as of 12/31/2023) | — | Initial grant 9/28/2021; exercise price $90.64; expires 9/28/2031 . |
| Pledging/Hedging | Not disclosed | — | Related Party Transaction policy overseen by Nominating & Governance . |
Governance Assessment
- Committee leadership and expertise: Conacher’s chairship of the Nominating & Governance Committee and audit financial expert designation support board effectiveness; full 2023 attendance indicates active engagement .
- Independence and prior management service: Despite interim executive roles in 2022–2023, the Board affirms independence under NYSE American standards for current directors; monitor for perceived conflicts and any cooling-off considerations investors may weigh .
- Director pay and alignment: Mix includes cash and equity; 2023 director stock awards of $316,000 and options suggest equity alignment; beneficial ownership at 1.80% positions him among higher individual holders on the board .
- Shareholder signals: 2024 Say-on-Pay passed (For 744,227; Against 39,588; Abstain 439; Broker non-vote 323,754), and Conacher received strong support in director election, indicating investor comfort with governance and compensation practices at that time .
- Conflicts/related-party: No related-party transactions disclosed involving Conacher; Audit Committee reviews any such matters per policy .
RED FLAGS to monitor:
- Prior interim executive roles can raise independence optics for some investors even if formally independent under exchange rules .
- High director equity award values in 2023 relative to cash fees warrant context on grant rationale and dilution sensitivity over time .
Director Compensation Detail (Reference)
| Director (2023) | Cash Fees | Stock Awards | Other Compensation | Total |
|---|---|---|---|---|
| Lionel F. Conacher | $60,000 | $316,000 | $173,334 | $549,334 |
Voting & Say-on-Pay (2024 Annual Meeting)
| Item | For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|---|
| Director election – Lionel F. Conacher | 775,232 | 2,484 | 6,538 | 323,754 |
| Ratification of Marcum LLP | 1,104,732 | 540 | 2,736 | — |
| Say-on-Pay (Advisory) | 744,227 | 39,588 | 439 | 323,754 |