Wade Oosterman
CALIXAbout Wade Oosterman
Independent director at Calix since 2024; age 64. Chairs the Strategic Committee and serves on the Nominating and Corporate Governance Committee. Previously Vice Chairman of Bell Canada and President of Bell Media; deep wireless, residential and SMB expertise, media background, and brand/marketing leadership. Education: BA in Economics and Finance; MBA from University of Western Ontario – Ivey School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bell Canada (BCE) | Vice Chairman | 2018–Jan 2024 | Executive leadership at Canada’s largest telecom; oversight across segments |
| Bell Media | President | Jan 2021–Jan 2024 | Led Canada’s largest media company (TV, radio, digital) |
| Bell Mobility | President | 2006–2018 | Wireless leadership and growth; national brand stewardship |
| Bell Residential Services | President | 2010–2018 | Residential and small business service leadership |
| Bell Canada/BCE | Chief Brand Officer | 2006–2020 | Brand/marketing strategy over long horizon |
| TELUS Corp./TELUS Mobility | Chief Marketing & Brand Officer; EVP Sales & Marketing | Pre-2006 | National wireless commercial leadership |
| Clearnet Communications | Co-founder; Director | 1987–2000 | Built national wireless challenger; sold to TELUS in 2000 |
External Roles
| Company | Role | Committees |
|---|---|---|
| Stagwell, Inc. | Director | Chair of Audit Committee |
| Telephone & Data Systems Inc. | Director | Audit; Compensation and Human Resources Committees |
| EnStream (JV of Rogers/Bell/TELUS) | Director (prior) | Mobile payments/ID verification (2006–2023) |
| Ingram Micro | Director (prior) | 2013–2016 |
| Virgin Mobile Canada | Director (prior) | 2006–2009 |
Board Governance
- Independence: Board affirms Oosterman is independent under NYSE and SEC rules; all five board committees comprise independent directors .
- Committee assignments: Strategic Committee Chair; Nominating and Corporate Governance Committee member .
- Attendance: Board met six times in 2024; every director attended at least 75% of Board and relevant committee meetings; Board held four executive sessions without management .
- Lead Independent Director: Kevin Peters (since Aug 2024), presides over independent director sessions; Chairman Carl Russo is not independent .
Fixed Compensation
| Component | 2024 Policy ($) | 2025 Policy ($) | Notes |
|---|---|---|---|
| Base Board Retainer | 50,000 | 60,000 (effective Apr 1, 2025) | Paid quarterly; no per-meeting fees |
| Lead Independent Director Retainer | 25,000 | 35,000 | Additive to base |
| Nominating & Corporate Governance Chair | 10,000 | 12,000 | Additive |
| Nominating & Corporate Governance Member (non-chair) | 5,000 | 5,500 | Additive |
| Strategic Committee Chair | 10,000 | Unchanged in 2025 amendment (not listed for change) | Additive |
| Wade Oosterman – 2024 Actual | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 7,624 |
| Option Awards (ASC 718 grant-date fair value) | 141,205 |
| Total Director Compensation (2024) | 148,829 |
Performance Compensation
| Equity Component | 2024 | 2025 (post-amendment) | Vesting & Other Terms |
|---|---|---|---|
| Annual Equity Vehicle | Stock options valued at $200,000 policy-wide (individual grant values vary) | Restricted Stock Awards (RSAs) valued at $200,000 (initial and annual grants) | 100% vest on earlier of one-year anniversary or day before next AGM; continued service required |
| Change-in-Control Treatment | All director option awards accelerate on change in control | RSAs granted under plan; director award annual fair value limit increases to $1,500,000 if Proposal 2 approved | |
| Director Equity Award Annual Limit | $750,000 under 2019 Plan | $1,500,000 if Proposal 2 approved | Plan prohibits repricing without stockholder approval; minimum one-year vesting |
No director performance metrics (e.g., TSR/EBITDA targets) apply to non-employee director equity; awards are time-based with one-year vesting .
Other Directorships & Interlocks
| Overlap Type | Observation |
|---|---|
| Industry overlap | Oosterman’s roles at TDS (US telecom) and past BCE/TELUS experience align with Calix’s communications focus; however, Calix disclosed no related person transactions in 2024 . |
| Audit/Comp roles elsewhere | Chair of Audit at Stagwell; Audit and Compensation & HR at TDS—adds financial oversight expertise; independence affirmed by Calix . |
Expertise & Qualifications
- 30+ years in global telecom/media; wireless, residential, SMB; social/digital media, streaming, smart data/IoT .
- Deep brand/marketing leadership; prior CMO-level roles; corporate strategy execution at scale .
- Financial oversight through external audit/comp committee roles; MBA (Ivey) .
Equity Ownership
| Holder | Common Stock (#) | Options Exercisable within 60 Days (#) | Total Beneficially Owned (#) | % Outstanding |
|---|---|---|---|---|
| Wade Oosterman | 2,500 | 7,317 | 9,817 | <1% |
- Director stock ownership guidelines: each director must hold ≥4× annual cash retainer; Calix states all directors currently comply and exceed guidelines .
- Hedging/Pledging: Directors may pledge Calix stock only with prior General Counsel approval; hedging and speculative trades are prohibited; employees (including NEOs) are prohibited from pledging .
Governance Assessment
- Board effectiveness and engagement: Oosterman strengthens strategic oversight as Strategic Committee Chair and contributes to governance via Nominating and Corporate Governance Committee; attendance thresholds were met across Board/committees in 2024, and executive sessions occurred regularly—signals robust independent oversight .
- Alignment and pay structure: Director equity shifted from options to RSAs beginning 2025—reduces option-risk and simplifies alignment via time-based stock; annual director equity grant remains at $200,000, within policy limits .
- Compensation limit escalation: The 2019 Plan amendment raises the director equity award annual limit to $1,500,000 if approved; while a cap, it introduces potential upward flexibility—monitor use against governance norms and peer benchmarks .
- Conflicts and related-party safeguards: Calix reports no related person transactions in 2024; independence affirmed annually; clawback policies exist for executives; director pledging requires pre-approval and hedging is banned—reduces alignment risk .
RED FLAGS to monitor
- Potential use of director pledging (allowed only with GC approval); any pledging would weaken alignment—watch for Form 4 or proxy disclosures .
- Utilization of the increased director equity award limit; outsized director equity relative to peers could raise investor concerns if applied .
- Industry interlocks with TDS (customer/supplier overlap could occur in telecom ecosystems), though Calix disclosed no related transactions—continue monitoring disclosures .
Board Governance Details (Committee Structure and Meetings)
| Committee | Chair | Members | 2024 Meetings |
|---|---|---|---|
| Audit | Kathleen Crusco | Crusco; Eleanor Fields; Kevin Peters | 11 |
| Talent & Compensation | Christopher J. Bowick | Bowick; Kira Makagon; Rajatish Mukherjee | 6 |
| Nominating & Corporate Governance | Kevin Peters | Peters; Christopher Bowick; Wade Oosterman | 5 |
| Cybersecurity | Kevin Peters | Peters; Kira Makagon; Rajatish Mukherjee | 4 |
| Strategic | Wade Oosterman | Oosterman; Kathleen Crusco; Eleanor Fields | 4 |
- Board met six times; all directors ≥75% attendance; four executive sessions without management .