David Summers
About David Summers
Dr. David Summers (age 54) is an independent director of Destiny Media Technologies (DSNY) serving since February 28, 2019. He is a business development and technology commercialization consultant with prior leadership roles in industrial technology; the Board has determined he qualifies as an “audit committee financial expert” under Item 407(d)(5)(ii) of Regulation S‑K. He holds a BSc (Honours Chemistry) from Queen’s University, a Ph.D. in Chemistry from the University of British Columbia, and a dual MBA from Queen’s University and Cornell’s Johnson School; he is the author of 12 publications and 5 patents .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chemetics Inc. (global engineering design for pulp & paper; mining & minerals) | Director; responsible for technology development, electrolyzer business group, and global technical customer service | 2008–2016 | Led technology development and customer technical service globally |
| Carbon Credit Corp (private technology and consulting) | Vice President, Business Operations | 2007–2008 | Positioned company for acquisition by Ledcor Group |
| Ballard Power Systems | Progressive leadership roles in R&D, Product Development, and Business Development | 1998–2007 | Senior leadership across R&D and commercialization; 12 publications, 5 patents |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Independent consultancy (business development & tech commercialization) | Consultant | Current | Advisory/BD for commercialization initiatives |
| Public company directorships | None | N/A | None disclosed |
Board Governance
- Independence: Summers is independent under TSX Venture and Canadian NI 52‑110, and for purposes of Item 407(a) of Regulation S‑K using NYSE American standards .
- Committees: Member of Audit, Compensation, and Nominating Committees; all members are independent under applicable standards .
- Expertise: Designated by the Board as an “audit committee financial expert” (Item 407(d)(5)(ii) of Regulation S‑K) .
- Attendance: FY2024—Board held 2 formal and 4 informal meetings; committees held 4 (Audit), 2 (Compensation), and 1 (Nominating); all members attended all meetings .
- Board leadership: Independent Chair of the Board is Hyonmyong Cho; CEO/President is Frederick Vandenberg .
- Audit Committee oversight: Related‑party transaction review, complaint procedures, pre‑approval of auditor services; committee relied on an exemption under Part 6.1 of NI 52‑110 .
- Charters: Audit and Nominating Committee charters available on investors website; Compensation Committee charter available on company website .
- Shareholder engagement signal: Only one director attended the 2024 annual meeting of stockholders (attendance otherwise recorded in minutes) .
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Annual retainer (cash) | $0 |
| Committee membership fees | $0 |
| Committee chair fees | $0 |
| Meeting fees | $0 |
| Equity compensation (annual grant fair value) | $0 |
Performance Compensation
| Component / Metric | FY 2024 |
|---|---|
| Performance‑based cash bonus (director) | Not applicable (no director compensation) |
| RSUs/PSUs (grant date, shares, fair value) | Not applicable (no director compensation) |
| Options (strike, expiration, vesting) | Not applicable (no director compensation) |
| Performance metrics tied to director pay (TSR, EBITDA, ESG) | Not applicable (no director compensation) |
The Company does not engage compensation consultants; neither the Compensation Committee nor management has engaged consultants to determine or recommend executive or director compensation .
Other Directorships & Interlocks
| Company | Exchange | Role | Committee Roles | Interlock / Relationship |
|---|---|---|---|---|
| None disclosed | — | — | — | No other public company boards disclosed |
Expertise & Qualifications
- Designated audit committee financial expert; strengthens financial reporting oversight .
- Deep industrial technology and commercialization background (Chemetics, Ballard, Carbon Credit Corp), with electrolyzer and R&D leadership experience .
- Advanced degrees and cross‑border MBA credentialing (Queen’s/Cornell) .
- Research and IP credentials (12 publications; 5 patents) .
Equity Ownership
| As of Date | Shares Directly Owned (#) | Options Exercisable within 60 days (#) | Total Beneficial Ownership (#) | Ownership % of Common Stock |
|---|---|---|---|---|
| Nov 30, 2024 | 23,381 | 93,334 | 116,715 | 1.2% |
Outstanding common shares as of Nov 30, 2024: 9,639,420 (for ownership % context) .
No related‑party transactions disclosed since FY2022 commencement (reduces conflict risk) .
Insider Trades
| Period | Reported Form 4 Transactions | Proxy Disclosure Reference |
|---|---|---|
| FY 2024 | Not disclosed in proxy; Company states all Section 16(a) filing requirements were complied with during FY2024 | Section 16(a) Beneficial Ownership Reporting Compliance |
Governance Assessment
- Positive signals: Independent status across jurisdictions; multi‑committee service; “audit committee financial expert” designation; full FY2024 attendance; no related‑party transactions—supports board effectiveness and investor confidence .
- Compensation alignment: No director cash or equity compensation in FY2024—minimizes pay‑driven conflicts; but may challenge director recruitment/retention over time in competitive markets .
- Process/oversight: Audit Committee charters and formal pre‑approval policies in place; robust scope including related‑party oversight .
- Compensation governance: No external compensation consultants; executives may suggest compensation levels to the committee—a governance sensitivity that warrants monitoring .
- Shareholder engagement: Only one director attended the 2024 annual meeting—could indicate limited direct shareholder interaction despite full meeting attendance elsewhere .
- RED FLAGS: Board has not implemented a formal process for assessing its effectiveness; individual director/committee performance not formally assessed—structural governance weakness to address .
- Structural context: Audit Committee relied on an exemption under NI 52‑110 Part 6.1—monitor rationale and implications for audit oversight rigor .