Sabah Mirza
About Sabah Mirza
Sabah Mirza, age 50, has served as an independent director of City Office REIT, Inc. since March 2019. She is a lawyer with over 25 years of executive, legal, and corporate experience across aviation, travel, media, and defense, holding law degrees from the University of Ottawa and bar admissions in Ontario and Quebec. She is currently Senior Advisor to Canadian North Airlines and previously held senior roles at Sunwing Travel Group and Corus Entertainment, as well as Vice President & General Counsel at a charter airline and Division Counsel at an L‑3 Technologies subsidiary .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sunwing Travel Group Inc. | Advisory and senior executive roles | Not disclosed | Oversight at large North American tour operator (~$3B revenue), operational/legal leadership |
| Corus Entertainment (TSX: CJR.B) | Senior executive roles | Not disclosed | Media/content operations; corporate governance exposure |
| Charter airline (name not disclosed) | Vice President & General Counsel | Not disclosed | Led legal function; aviation regulatory and contract expertise |
| L‑3 Technologies subsidiary | Vice President & Division Counsel | Not disclosed | Defense/aerospace legal and compliance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Canadian North Airlines | Senior Advisor | Current | Aviation strategy and operations advisory |
| Children’s Aid Society of Toronto | Director | Current | Non‑profit governance |
Board Governance
- Independence: The Board determined five of six directors are independent; Mirza is listed among the independent directors .
- Committee assignments and chair roles:
- Chair, Nominating & Corporate Governance Committee
- Member, Compensation Committee
- Board/committee activity and attendance:
- 2024 meetings: Board (6), Audit (4), Compensation (3), Nominating (2), Investment (2)
- All incumbent directors attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Governance practices environment: No poison pill; annual (non‑staggered) board; director resignation policy; hedging prohibited; stock ownership policy for independent directors; Board Diversity Policy; Clawback Policy for NEOs .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Director Retainer (cash) | $50,000 | Non‑employee director base fee |
| Committee Chair – Nominating & Corporate Governance | $10,000 | Additional annual cash retainer for committee chairs (Nominating/Comp/Investment) |
| Total Cash Fees (2024) | $60,000 | Reported for Mirza |
| Director Equity – RSUs (grant date 1/24/2024) | 10,778 units | RSUs vest ratably over three years; dividend equivalents accrue as additional RSUs |
| Dividend Equivalent Accrual (2024) | 1,243 units | Additional RSUs accrued in 2024 for Mirza |
| Stock Awards (grant date fair value, 2024) | $65,317 | Aggregate grant date fair value under EIP |
| Total 2024 Director Compensation | $125,317 | Cash + stock awards |
- Vesting terms: Director RSUs vest in equal installments over three years; dividend equivalents are paid as additional RSUs subject to the same vesting schedule .
- Change‑in‑control (plan-wide): Under the EIP, all outstanding awards vest in full upon a change in control (plan applies to directors and executives) .
Performance Compensation
| Performance Metric | Link to Director Pay | 2024 Disclosure |
|---|---|---|
| Performance-linked metrics (e.g., TSR, EBITDA targets) | None disclosed for directors | Director compensation is cash retainer plus time‑vested RSUs; no director PSUs or performance metrics disclosed |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed in the proxy for Mirza |
| Private/non‑profit boards | Children’s Aid Society of Toronto (Director) |
| Compensation Committee interlocks | Mirza serves on Compensation Committee; the committee reported no relationships requiring Item 404 disclosure (i.e., related‑party transactions) |
Expertise & Qualifications
- Legal and corporate governance expertise (General Counsel and Division Counsel roles) .
- Industry experience across aviation, travel/leisure, media, and defense/aerospace .
- Education and credentials: Law degrees (University of Ottawa); bar admissions in Ontario and Quebec .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Common shares beneficially owned | 18,813 | As of Feb 20, 2025; less than 1% of shares outstanding |
| Shares outstanding | 40,358,240 | As of Feb 20, 2025 |
| Ownership % of outstanding | <1% | As reported; “*” denotes less than 1% |
| Unvested director RSUs outstanding (12/31/2024) | 2,083 (2022 grant); 4,854 (2023 grant); 11,407 (2024 grant) | Includes dividend equivalents thereon; vesting per grant schedules |
| Stock ownership guidelines | 3x total annual base compensation within five years for independent directors | Company policy; director compliance status not disclosed |
| Hedging policy | Hedging of Company securities is prohibited for directors/officers and covered persons | |
| Insider trading controls | Pre‑clearance and trading‑window requirements; policy filed as Exhibit 19.1 to 2024 Form 10‑K |
Governance Assessment
- Strengths
- Independent director with cross‑industry legal/compliance expertise; chairs Nominating & Corporate Governance Committee and sits on Compensation Committee, aligning skills with governance oversight .
- Solid engagement indicators: at least 75% meeting attendance and annual meeting attendance; annual board/committee evaluations overseen by Nominating & Governance .
- Alignment mechanisms: time‑vested RSUs for directors; stock ownership guidelines (3x base compensation within five years); hedging prohibited .
- No Compensation Committee interlocks/related‑party exposures disclosed (Item 404) for committee members, mitigating conflict risk .
- Watch items / potential red flags
- Director ownership level is modest at 18,813 shares (<1% of outstanding); compliance status with ownership guidelines not disclosed, limiting visibility on “skin‑in‑the‑game” alignment .
- Equity awards vest on time rather than performance metrics for directors; absence of performance‑conditioned director equity may reduce direct pay‑for‑performance linkage for board members .
- Broader dilution considerations from proposed EIP share authorization increase (to 5,763,580) are company‑level; while not a director‑specific red flag, investors may monitor how board administers equity to balance retention and dilution .
Overall, Mirza’s committee leadership in nominating/governance and participation on compensation, combined with independence and attendance, support board effectiveness. The main investor focus areas are director ownership progression toward policy targets and continued transparency on director equity and governance outcomes .