Frederick Vandenberg
Chief Executive Officer, President and Corporate Secretary at DESTINY MEDIA TECHNOLOGIES
CEO
Executive
Board
About Frederick Vandenberg
Frederick Vandenberg (age 56) is Chief Executive Officer, President, Corporate Secretary, and as of January 17, 2025 also served as Chief Financial Officer of Destiny Media Technologies; he has been CEO since June 2017 and a director since February 28, 2018 . He holds a B.Comm (1991) and MBA (Finance, 1993) from McMaster University and is a Chartered Professional Accountant (Ontario, 1996); he previously served as Destiny’s CFO from July 2007 to December 2017 . The company’s proxies do not disclose CEO-specific TSR, revenue growth, or EBITDA growth; investors should reference the accompanying FY2024 Form 10-K for financial performance details .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Destiny Media Technologies | Chief Financial Officer | 2007–2017 | Led finance, operations, and business development functions . |
| Destiny Media Technologies | Chief Executive Officer, President, Corporate Secretary | 2017–present | Oversees strategic planning, marketing, and product development . |
| Destiny Media Technologies | Chief Financial Officer (concurrent) | 2025 (through May 1, 2025) | Served as CFO until appointment of new CFO, highlighting role concentration risk . |
External Roles
No external directorships or public company roles are disclosed in the 2024–2025 proxies (“Directorships: None”) .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 200,139 | 189,287 | 198,396 |
| Cash Bonus ($) | 3,475 | — | — |
| Stock Awards ($) | — | — | — |
| Option Awards ($) | 52,986 | 8,363 | — |
| Other Annual Compensation ($) | 22,071 | 16,173 | 1,674 |
| Total ($) | 278,671 | 213,823 | 200,070 |
Notes:
- Company states no compensation consultants are engaged by the Compensation Committee .
- 2024 proxy shows no director fees for any directors during FY 2024, implying no separate board fees for Mr. Vandenberg as an executive director .
Performance Compensation
- Target bonus percentages, formulaic annual incentive metrics, and long-term performance metric frameworks (e.g., revenue, EBITDA, TSR) are not disclosed in the 2024 or 2025 proxies for named executive officers .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 513,002 shares (5.3% of outstanding) as of Nov 30, 2024 . |
| Direct vs. Derivative | 437,584 shares held directly; 75,418 shares acquirable via options within 60 days . |
| Options Outstanding (FY2023 YE) | 58,333 exercisable / 21,667 unexercisable @ $1.50 (exp. 10/31/2026); 1,668 exercisable / 18,332 unexercisable @ $0.85 (exp. 7/23/2028) . |
| Options Outstanding (FY2024 YE) | 80,000 exercisable @ $1.50 (exp. 10/31/2026); 10,833 exercisable / 9,167 unexercisable @ $0.85 (exp. 7/23/2028) . |
| Stock Ownership Guidelines | Not disclosed in 2024–2025 proxies . |
| Hedging/Pledging | No specific hedging or pledging policy disclosures for executives/directors in 2024–2025 proxies . |
Vesting and selling pressure context:
- A 2026 option grant is fully exercisable as of FY2024 YE; a 2028 grant has 9,167 options unexercisable remaining, suggesting limited scheduled vesting into 2028 . Exercise windows and expirations (2026/2028) may shape timing of potential insider sales, independent of market conditions .
Employment Terms
| Term | Disclosure |
|---|---|
| CEO Start Date | CEO since June 28, 2017 . |
| Director Since | February 28, 2018 . |
| Contract Term / Auto-Renewal | Not disclosed . |
| Severance / Change-of-Control | Not disclosed; no severance or CoC agreements described for CEO in 2024–2025 proxies . |
| Clawback Provisions | Not disclosed in the 2024–2025 proxies . |
| Non-Compete / Non-Solicit | Not disclosed . |
| Post-Term Consulting | Not disclosed . |
Board Governance and Service
- Board Role: Director; not independent due to executive roles (President, CEO, CFO, Corporate Secretary) .
- Board Leadership: Independent Chair (Hyonmyong “Hoch” Cho); CEO and Chair roles are separated .
- Committees: Audit, Compensation, and Nominating Committees comprised of independent directors (Summers, Cho, Graber); CEO not listed as a member .
- Attendance: FY2023 Board (2 formal, 4 informal) and committees (Audit 4, Comp 2, Nominating 1) – all members attended all meetings; FY2024 same structure with full attendance .
- Dual-Role Implications: Temporary CEO+CFO+Corporate Secretary concentration during FY2024–early FY2025 raises oversight risk; a new CFO was appointed effective May 1, 2025, partially mitigating this concentration .
Director Compensation (Context)
| Year | Summary |
|---|---|
| FY 2023 | Directors received modest option awards (e.g., $4,182 grant date FV per director) and “All Other Compensation” for certain directors (e.g., $12,500), often tied to employee share purchase plan participation . |
| FY 2024 | No director fees or equity awards were paid to directors . |
Say‑on‑Pay & Shareholder Votes
| Item | 2024 AGM (Feb 23, 2024) | 2025 AGM (Feb 28, 2025) |
|---|---|---|
| SOP Frequency (3y / 2y / 1y) | 4,498,364 / 183,976 / 72,148 votes | 3,803,908 / 189,800 / 349,780 votes |
| SOP Approval (For / Against / Abstain) | 4,717,768 / 27,178 / 12,942 votes | 4,020,916 / 53,412 / 269,360 votes |
| Auditor Ratification (For / Against / Abstain) | 5,676,134 / 60 / 2,111 votes | 5,809,954 / 23,060 / 8,000 votes |
Strong support for Say‑on‑Pay and a triennial SOP frequency indicates limited shareholder pushback on executive pay structure during 2024–2025 .
Performance & Track Record
- The proxy and related governance sections do not provide CEO‑specific TSR or operational growth metrics; investors should refer to the FY2024 Form 10‑K accompanying the proxy for financial performance context .
Risk Indicators & Red Flags
- Role Concentration: CEO simultaneously held CFO and Corporate Secretary titles during FY2024–early FY2025 (mitigated upon appointment of new CFO on May 1, 2025) .
- Activism/Contested Nominations History: Prior proxy contest issues with former CEO Steven Vestergaard in 2019–2020, with the Board rejecting defective notices; underscores historical governance friction and potential for shareholder activism dynamics .
- Related Party Transactions: None reported since FY2022, reducing conflict‑of‑interest risk .
Compensation Committee Analysis
- Composition: All independent members (Summers, Cho, Graber) .
- Consultants/Peer Group: Company did not engage compensation consultants; no disclosed external peer benchmarking framework or target percentiles .
- Policy Transparency: Proxies do not disclose clawback policies, hedging/pledging restrictions, or executive ownership guidelines for NEOs .
Investment Implications
- Alignment: CEO owns ~5.3% (including exercisable options), a meaningful stake for a micro‑cap, aligning with shareholders; however, lack of disclosed ownership guidelines and hedging/pledging policies limits formal alignment structures .
- Incentive Structure: Pay mix appears heavily fixed/cash with infrequent equity grants and no disclosed performance metric weighting or targets; strong Say‑on‑Pay results imply investor acceptance but also reduce transparency into pay‑for‑performance linkage .
- Overhang/Selling Pressure: Key option tranches are either fully exercisable (2026 exp.) or mostly vested (2028 exp.) with a small unvested remainder, suggesting limited near‑term vesting‑driven selling pressure but expirations (2026/2028) may influence exercise/sale timing .
- Governance: Separation of Chair/CEO is positive, but the interim combination of CEO+CFO+Corporate Secretary concentrates control; the May 2025 CFO appointment improves checks and balances .
- Activism Watch: Historical contestation by a former CEO indicates a precedent for shareholder challenges; maintain vigilance for governance developments .