Blair Cunningham
About Blair Cunningham
Blair Cunningham, 55, serves as President of Technology and as a Director at Coda Octopus Group. He joined the company in July 2004, previously serving as Chief Technology Officer since 2005; he holds an HND in Computer Science (1989, Moray College, Elgin, Scotland) . His FY2024 reported compensation was modestly cash‑heavy (salary $225,000; bonus $8,000) with no new stock or option awards, and his employment agreement (effective January 1, 2013) includes a 12‑month notice requirement and an 18‑month non‑compete; base pay was increased to $270,000 effective February 1, 2025 . He beneficially owns 38,211 CODA shares (<1%), suggesting limited near‑term selling pressure from unvested equity; the company has an exchange rule–compliant clawback policy adopted September 7, 2023 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Coda Octopus Group | President of Technology (current) | Not disclosed (at least current as of 2025) | Senior technical leadership over the Company’s technology platform . |
| Coda Octopus Group | Chief Technology Officer | Since 2005 | Oversight of systems software development and project management . |
| Coda Octopus Products Ltd | Technical Manager | Jul 2004–Jul 2005 | Early leadership role in product organization . |
External Roles
- Education: HND in Computer Science (1989, Moray College, Elgin, Scotland) .
- No other public company directorships or external board roles for Cunningham were disclosed in the proxy .
Board Service & Governance Roles
- Board service: Listed among nominees/Directors for the 2025 Annual Meeting (“Director,” age 55) .
- Committee roles: Not listed as a member of the Audit, Compensation, or Nominating Committees; current committee memberships are Michael Hamilton (Chair), Robert Harcourt, and Gwenaël Rouy‑Poirier across committees .
- Independence: The Board determined all directors were independent except Chair/CEO Annmarie Gayle and Dr. McFadzean; Cunningham’s independence status is not explicitly called out in that paragraph .
- Board structure: CEO/Chair roles are combined; the Board states it maintains effective oversight without a designated Lead Independent Director and will monitor functioning over time .
- Attendance: The Board met four times (plus four unanimous consents) in FY2024; each director attended all applicable meetings .
Fixed Compensation
| Metric | FY2023 | FY2024 | Notes |
|---|---|---|---|
| Base Salary ($) | 225,000 | 225,000 | Compensation Committee subsequently increased base salary to $270,000 effective Feb 1, 2025 . |
| All Other Compensation ($) | 21,854 | 32,932 | Company-paid insurance benefits . |
| Current Base Salary ($) | — | — | $270,000 effective Feb 1, 2025 . |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing | Notes |
|---|---|---|---|---|---|---|
| Annual cash bonus (FY2023) | Not disclosed | Not disclosed | Not disclosed | 30,000 | Paid following FY2023 | Approved subject to certain performance milestones; specific metrics not disclosed . |
| Annual cash bonus (FY2024) | Not disclosed | Not disclosed | Not disclosed | 8,000 | Paid following FY2024 | CD&A does not specify quantitative goals for Cunningham . |
- No FY2023–FY2024 equity grants (RSUs/PSUs/options) were disclosed for Cunningham; the grant and outstanding award tables list other executives but not Cunningham for those periods .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 38,211 shares (<1% of 11,248,867 outstanding as of July 30, 2025) . |
| Ownership as % of outstanding | <1% . |
| Vested vs. unvested shares | Breakdown not disclosed for Cunningham; no outstanding option/RSU lines for him in the FY2024 outstanding awards tables . |
| Options (exercisable/unexercisable) | None disclosed outstanding as of FY2024; he exercised 24,589 options in FY2023, realizing $243,417 . |
| Pledging/hedging | No pledging or hedging by Cunningham disclosed in the proxy; no pledging footnotes appear for his line item . |
| Ownership guidelines | No executive stock ownership guideline disclosures specific to Cunningham were found in the proxy . |
| Clawback | Company policy adopted Sept 7, 2023; complies with Nasdaq Rule 5608 and Exchange Act Rule 10D‑1 . |
Employment Terms
| Term | Detail |
|---|---|
| Employer/role | Employed by subsidiary Coda Octopus Products, Inc. as Chief Executive Officer and President of Technology (employment agreement dated Jan 1, 2013) . |
| Base salary | $270,000 effective Feb 1, 2025 (up from $225,000); entitlement to 25 vacation days plus public holidays . |
| Term/termination | May be terminated only upon 12‑months’ prior written notice without cause; company may terminate for cause immediately (gross misconduct, repeated breach, negligence/incompetence as determined by the Board) . |
| Restrictive covenants | 18‑month non‑compete and non‑solicitation . |
| Severance/CoC | No specific severance multiple or change‑of‑control acceleration provisions for Cunningham are disclosed beyond the notice requirement and restrictive covenants . |
Compensation Structure Analysis
- Mix skewed to cash with modest bonuses and no recurring equity issuance in FY2023–FY2024; this reduces dilution and near‑term selling pressure but weakens long‑term equity alignment for a key technology leader .
- FY2025 base salary increase to $270,000 indicates a shift upward in fixed pay; the proxy does not disclose a target bonus % or detailed performance metric framework for Cunningham, limiting visibility into pay‑for‑performance calibration .
- Company‑wide clawback policy mitigates compensation risk and aligns with regulatory requirements .
Director Compensation
- Non‑employee director fees (for FY2024) were paid only to directors who were not officers; employee‑directors such as executive officers typically do not receive additional director fees under CODA’s disclosure framework .
- FY2024 non‑employee director fees ranged from $50,000–$77,083 in cash plus varying stock awards depending on director; Cunningham is not listed in the non‑employee director compensation table .
Say‑on‑Pay & Shareholder Feedback
- The 2025 proxy includes an advisory vote to approve NEO compensation; the company notes its program is modest and designed to retain and motivate executives while aligning interests with stockholders; vote results are not yet provided in the document .
Risk Indicators & Governance Considerations
- Dual‑role implications: Cunningham serves as both an executive officer and director; combined CEO/Chair structure without a Lead Independent Director concentrates authority at the top, though committees are fully independent and board attendance was 100% in FY2024 .
- Section 16(a): Company indicates no late filings for current reporting persons during FY2024 aside from exceptions noted elsewhere (none listed for Cunningham) .
- No disclosures of pledging, hedging, related‑party transactions, tax gross‑ups, or option repricings for Cunningham in the proxy .
Multi‑Year Compensation Summary (Cunningham)
| Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 225,000 | 6,000 | 0 | 0 | 22,541 | 253,541 |
| 2023 | 225,000 | 30,000 | 0 | 0 | 21,854 | 276,854 |
| 2024 | 225,000 | 8,000 | 0 | 0 | 32,932 | 265,932 |
Investment Implications
- Alignment: Limited equity awards and a small ownership stake (<1%) suggest weaker long‑term alignment than peers for a mission‑critical technologist; however, the clawback and independent committees partially mitigate governance risk .
- Retention risk: The substantial 18‑month non‑compete and 12‑month notice requirement reduce immediate flight risk; the 2025 base salary increase likely aims to retain key talent but increases fixed cost run‑rate .
- Trading signals: Absence of sizable unvested equity and lack of disclosed future vesting events imply limited near‑term insider selling pressure; his prior FY2023 option exercise is historical and no outstanding awards were disclosed for FY2024 .
- Governance watch‑items: Combined CEO/Chair structure without a Lead Independent Director and an executive officer on the Board merit continued monitoring, though all committees are independent and attendance was strong .