Michael Hamilton
About Michael Hamilton
Michael Hamilton, age 78, is an independent director at Coda Octopus Group, Inc. He previously served as Chairman of the Board from June 2010 to March 2017 and is designated by the Board as an “audit committee financial expert.” Hamilton is a CPA, accredited in business valuation, with a B.S. in Accounting from St. Frances College; his background includes audit partnership at PwC and senior finance roles in industry. The Board determined he is independent under NASDAQ rules, and he attended 100% of Board and committee meetings in fiscal 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Coda Octopus Group, Inc. | Chairman of the Board | Jun 2010–Mar 2017 | Led Board; governance oversight |
| Powerlink Transmission Company | Senior Vice President | 2011–2014 | Financial and operational leadership |
| PricewaterhouseCoopers (PwC) | Audit Partner | 1988–2003 | Audit leadership; financial reporting expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Independent consultant | Accounting and valuation services provider | Since 2014 | Provides accounting/valuation services to varied clients |
Board Governance
- Independence: Board determined Hamilton is independent under NASDAQ Rule 5605; all directors except CEO Annmarie Gayle and Dr. McFadzean are independent .
- Attendance: Board met 4 times and acted by unanimous written consent 4 times in FY2024; Hamilton attended all Board and committee meetings during his service period .
- Leadership structure: CEO serves concurrently as Chairman; Board does not designate a separate lead independent director, citing full-Board oversight processes .
| Committee | Role | FY2024 Meetings | Notes |
|---|---|---|---|
| Audit Committee | Chair | 4 | Hamilton qualifies as “audit committee financial expert” under SEC rules |
| Compensation Committee | Chair | 4 | All members independent; no interlocks or insider participation |
| Nominating & Governance Committee | Member | 3 | All members independent |
Fixed Compensation
| Component (FY2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $50,000 |
| Stock Awards (Grant-date fair value) | $15,000 |
| Total Director Compensation | $65,000 |
Performance Compensation
| Element | Disclosure | Details |
|---|---|---|
| Performance-based equity (PSUs) | Not disclosed for directors | No PSU awards disclosed for directors in FY2024 |
| Options | Not disclosed for directors | Director compensation table shows no option awards for directors in FY2024 |
| Equity award type | Disclosed at plan level | Company maintains 2017 and 2021 Stock Incentive Plans; directors received stock awards (time-based RSUs/stock), grant-level details for Hamilton not specified |
Expertise & Qualifications
- CPA and accredited in business valuation; B.S. in Accounting from St. Frances College .
- Former PwC audit partner (1988–2003); senior industry finance experience (SVP, Powerlink Transmission) .
- Designated audit committee financial expert by the Board based on experience and education .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Michael Hamilton | 5,533 | <1% (“*” per proxy) |
Related Party & Conflicts
- Related-party transactions: None required to be reported in the latest proxy .
- Compensation committee interlocks: None; no insider participation .
- Clawback policy: Adopted Sept 7, 2023, compliant with Nasdaq Rule 5608 and Exchange Act Section 10D; applies to Covered Executives (policy-level governance safeguard) .
Governance Assessment
- Strengths: Independence; 100% meeting attendance; deep audit and financial reporting expertise; designated audit committee financial expert; chairs Audit and Compensation Committees, signaling strong governance involvement .
- Alignment: Receives modest annual stock award ($15,000) alongside cash retainer; holds 5,533 shares (<1%), indicating some equity alignment, though absolute holdings are small relative to outstanding shares .
- Structural considerations: CEO-Chairman dual role and absence of a lead independent director centralize leadership; Hamilton’s concurrent chairmanship of both Audit and Compensation concentrates oversight responsibilities. While permitted, investors may scrutinize concentration for potential checks-and-balances risk. RED FLAG: Dual committee chair roles (Audit and Compensation) held by a single director .
- Conflicts: No related-party transactions disclosed; no compensation committee interlocks; Section 16 compliance generally monitored by the company (no Hamilton-specific issues disclosed) .
Note: The proxy does not disclose other current public company directorships for Michael Hamilton; biography focuses on prior employment and current consulting activities .