Jason DeZwirek
About Jason DeZwirek
Jason DeZwirek, 54, is Chairman of the Board at CECO Environmental and has served as a director since 1994; he is independent under NASDAQ standards and sits on the Nominations & Governance and Mergers & Acquisitions Committees . He previously served as CECO’s Corporate Secretary (1998–2013) and has a background in operations, technology, strategy, and M&A; his “Other Directorships” are listed as N/A in the proxy . The CEO and Chairman roles are separated, and the Board’s committees are composed entirely of independent directors (except the CEO not being independent), supporting Board oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CECO Environmental Corp. | Chairman of the Board | Since May 2013 | Board leadership; strategic oversight |
| CECO Environmental Corp. | Corporate Secretary | Feb 1998–Sep 2013 | Governance administration |
| API Technologies Corp. | Director and Corporate Secretary | Nov 2006–Jan 2011 | Defense/aerospace electronics; governance experience |
| Kaboose Inc. | Founder; Chairman & CEO | Until sale in Jun 2009 | Built and exited to Disney Online/Barclays PE; strategic and operational leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Current Public Company Boards | N/A | — | None disclosed |
| API Technologies Corp. | Director & Corporate Secretary | 2006–2011 | Governance; industry exposure |
| Kaboose Inc. | Chairman & CEO | Until Jun 2009 sale | Built consumer internet business; M&A execution |
Board Governance
- Committee memberships: Nominations & Governance; Mergers & Acquisitions; not a committee chair (M&A chaired by Robert E. Knowling Jr.; N&G chaired by Valerie Sachs) .
- Independence: All directors other than the CEO qualify as independent in accordance with NASDAQ; committees are composed of independent directors .
- Attendance: Board held 5 regular meetings in 2024; each director attended at least 75% of applicable meetings, and all directors attended the 2024 Annual Meeting .
- Executive sessions and leadership: Non-management directors meet in executive session; CEO and Chair roles are separated (Chair: DeZwirek; CEO: Gleason) .
- ESG oversight resides with Nominations & Governance; Audit oversees related-party risks; Compensation oversees compensation risk .
Fixed Compensation (Director)
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $62,000 | Paid quarterly |
| Board Chairman supplement | $100,000 | Annual chair fee |
| Total cash fees (2024) | $162,000 | Fees earned in cash |
| Annual equity retainer (RSUs) | 5,712 shares | Granted May 2024; one-year vest |
| Equity grant fair value | $140,001 | Grant date fair value under ASC 718 |
| Total 2024 compensation | $302,001 | Cash + stock awards |
- Unvested director RSUs at 12/31/2024: 5,712 for DeZwirek .
Performance Compensation
Directors do not receive performance-based pay; equity retainer is time-based RSUs . For governance context, CECO’s 2024 NEO annual incentive metrics and outcomes:
| Metric (FY2024) | Weight | Threshold ($mm) | Target ($mm) | Maximum ($mm) | Actual ($mm) | Payout (%) |
|---|---|---|---|---|---|---|
| Revenue | 50% | 575.0 | 600.0 | 625.0 | 557.9 | 0% |
| Adjusted EBITDA | 50% | 62.0 | 67.0 | 72.0 | 62.8 | 79% |
| Total Payout | — | — | — | — | — | 40% |
- PRSUs for executives are tied to Relative TSR vs a defined peer set over 2024–2026 with a 0–200% payout curve; absolute negative TSR caps payout at 100% .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy lists “Other Directorships: N/A” for DeZwirek |
Expertise & Qualifications
- Operations, technology, management, strategy, and M&A; long-tenured CECO director with deep company knowledge .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 4,298,111 shares; 12.2% of outstanding |
| Included entities | Controls Icarus Investment Corp. (2,770,546 shares); includes 0to100 holdings after June 2024 transfer |
| RSUs counted toward ownership | 5,712 RSUs included in beneficial ownership |
| Stock ownership guidelines (directors) | Required ownership equal to 5x annual cash retainer ($310,000 currently); all non-management directors met compliance as of 12/31/2024 |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy (short sales, puts/calls, hedging, pledging barred) |
Insider Trades (disclosed in proxy)
| Date | Filing/Action | Summary |
|---|---|---|
| May 22, 2024 | Form 4 filed | Proxy notes Form 4 filing by DeZwirek; details referenced for beneficial ownership tracking |
| June 2024 | Share transfer | 300,000 shares transferred from individual ownership to entity “0to100”; DeZwirek deemed to control 0to100 |
Governance Assessment
- Alignment: Significant insider ownership (12.2%) aligns interests with shareholders and strengthens accountability, and he meets elevated director ownership guidelines (5x retainer) .
- Independence and oversight: Board confirms DeZwirek is independent; separated CEO/Chair roles; independent committees; executive sessions support robust oversight .
- Engagement: Board and committee attendance thresholds met; all directors attended the 2024 Annual Meeting, indicating engagement .
- Compensation governance signals: High Say-on-Pay support (~98% in 2024) and use of Relative TSR for executive PRSUs reflect shareholder-aligned pay design .
- Conflicts/related-party: Despite large ownership and control of affiliated entities (Icarus, 0to100), the company reports no related-party transactions >$120,000 since Jan 1, 2024; Audit Committee oversees related-party reviews .
- Risk indicators: Material weaknesses in internal control disclosed for 2023 were remediated in 2024; auditor transition to Deloitte in 2025 with no disagreements reported—reducing control and audit risk .
RED FLAGS: Concentrated ownership and affiliated entities (Icarus, 0to100) may raise potential influence concerns even with independence affirmed; ongoing vigilance around related-party oversight is warranted .