Michael Young
About Michael Young
Michael Young is an independent director and former Chairman of the Board at Better Choice Company Inc. (BTTR). He is a founding partner and Managing Partner of Cottingham Capital (since January 2017), and previously served as Managing Director and Co-Head of Trading at GMP Securities, L.P., a Canadian investment bank; he holds a diploma in Finance from George Brown College . As of November 5, 2024, he was 47 years old and has served on the board since 2019 . Under the SRx arrangement, he is designated an independent director in accordance with NYSE American requirements .
Past Roles
| Organization | Role | Tenure / Dates | Committees / Impact |
|---|---|---|---|
| Cottingham Capital | Founding Partner; Managing Partner | Since January 2017 | Investment leadership; real estate and technology focus |
| GMP Securities, L.P. | Managing Director; Co-Head of Trading | Prior to January 2017 | Capital markets/trading expertise |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Aerues Inc. | Board member | Anti-microbial copper coating technology company |
| XIB I Capital Corp. | Board member | Capital pool company |
| Nuuvera Corp. | Prior board | Former board service |
| ICC Labs | Prior board | Former board service |
Board Governance
- Independence: The board determined directors standing for election meet NYSE American independence; Young is designated independent and was an independent director in the post-SRx board composition .
- Attendance: Each director attended all Board and committee meetings in 2023 (100%) .
- Committee assignments and roles:
- Audit Committee member; qualifies as an “audit committee financial expert” .
- Compensation Committee chairman .
- Nominating & Corporate Governance Committee member (chair is Conacher as of April 1, 2024) .
- Strategic Advisory Committee co-chair (with Word) .
- Post-arrangement governance: Young will serve as an independent director on the reconstituted five-member board following the SRx transaction .
| Committee | Role | 2023 Meetings |
|---|---|---|
| Audit | Member; financial expert | 4 |
| Compensation | Chair | 1 |
| Nominating & Corporate Governance | Member (Chair: Conacher effective Apr 1, 2024) | 0 |
| Strategic Advisory | Co-Chair (Young and Word) | 0 |
Fixed Compensation
| Year | Fees Earned or Paid in Cash | Stock Awards | Option Awards | All Other Compensation | Total |
|---|---|---|---|---|---|
| 2022 | $60,000 | $100,002 | — | $49,394 | $209,396 |
| 2023 | $65,000 | $316,000 | — | — | $381,000 |
- Options outstanding (aggregate) at FY 2023 year-end: 2,955 .
Performance Compensation
| Component | 2023 Amount | Notes |
|---|---|---|
| Non-equity incentive plan compensation | $0 (no director non-equity incentive reported) | Director compensation comprised cash retainer and equity grants; no performance bonus disclosed |
Company-wide NEO annual incentive metrics (for executives, not directors) were based on Gross Revenue, Gross Margin, and Adjusted EBITDA against the annual plan, with CEO target at 50% of base salary and other NEOs at 25–40% of base salary .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlocks / Notes |
|---|---|---|---|
| Aerues Inc. | Technology | Director | No BTTR-related transactions disclosed |
| XIB I Capital Corp. | Capital pool | Director | No BTTR-related transactions disclosed |
| Nuuvera Corp. | Prior | Director (prior) | Historical role |
| ICC Labs | Prior | Director (prior) | Historical role |
Expertise & Qualifications
- Capital markets and trading expertise (former Managing Director and Co-Head of Trading, GMP Securities, L.P.) .
- Investment leadership (Cottingham Capital Managing Partner) .
- Audit committee financial expert designation by the board .
- Education: Diploma in Finance from George Brown College .
Equity Ownership
| As-of Date | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Sept 25, 2023 | 1,890,062 | 5.9% | Based on 32,081,148 shares outstanding |
| Oct 21, 2024 | 52,795 | 2.89% | Based on 1,825,319 shares outstanding |
- Options outstanding (aggregate) at FY 2023: 2,955 .
- Hedging/pledging: Company policy prohibits hedging and pledging of company securities by directors .
Compensation Structure Analysis
- Mix shift: Director equity awards for Young increased from $100,002 in 2022 to $316,000 in 2023, while cash fees rose modestly from $60,000 to $65,000; All Other Compensation dropped from $49,394 to $0, increasing equity reliance in 2023 .
- Meeting fees and committee chair fees: Not separately disclosed; compensation reported as fees plus stock awards for directors .
Say-on-Pay & Shareholder Feedback
| Proposal (Dec 18, 2024) | For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|---|
| Advisory vote on NEO compensation | 744,227 | 39,588 | 439 | 323,754 |
Related Party Transactions & Conflicts
- Policy: Related Party Transactions (> $50,000) are subject to review/approval by the Nominating & Governance Committee; factors include arm’s-length terms and extent of the related person’s interest .
- Transaction involvement: In connection with the SRx arrangement, Parent will spin out 17% of Halo to a special purpose vehicle (Spin-Out SPV) governed by Parent’s Board pre-closing and by Michael Young post-closing; Parent will reimburse Spin-Out SPV or Michael Young for costs and expenses related to administration, taxes, accounting, and legal expenses, raising potential conflict-of-interest considerations .
- Directorship continuity/post-closing: Young is one of two Parent-selected nominees (with one designated independent) to remain on the reconstituted board after the arrangement .
Governance Assessment
-
Strengths:
- Independent director with audit committee financial expertise; chairs Compensation and co-chairs Strategic Advisory, indicating deep governance engagement .
- 100% meeting attendance in 2023 supports board effectiveness and engagement .
- Ownership alignment via material beneficial holdings and options, with hedging/pledging prohibited by policy .
-
Risks / RED FLAGS:
- Spin-Out SPV governance and direct reimbursement to Young for SPV-related costs present potential perceived conflicts; robust committee oversight and clear disclosure/recusal practices will be important to mitigate investor concerns .
- Large year-over-year increase in director equity awards ($316,000 in 2023 vs. $100,002 in 2022) may prompt scrutiny around pay structure and dilution in a small-float context .
-
Shareholder sentiment:
- 2024 say-on-pay passed with substantial support (raw votes shown), suggesting current executive pay practices were acceptable to a majority of voting shareholders .
Overall, Young’s capital markets expertise and committee leadership bolster governance capacity; attention to conflict management around the Spin-Out SPV and transparent disclosure of director equity practices will be key to sustaining investor confidence .