S. Jay Graber
About S. Jay Graber
Independent director since February 28, 2017; age 64 in the 2025 proxy. Former VP of Business Development at Apex Software LLC; remains a business partner and serves on International Association of Assessing Officers (IAAO) committees. Holds BS degrees in Business Management and Psychology from Eastern Mennonite College (EMU). Determined independent under TSX/NI 52‑110 and NYSE American standards; member of Audit, Compensation, and Nominating committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Apex Software LLC | VP, Business Development; later business partner | Retired 2016; assets sold in 2020 with ~1‑year wind‑down | Industry software leader; continued involvement post‑retirement |
| Various manufacturing entities | Direct sales/sales management (automotive, decorative lighting, plastic extrusion, art glass, architectural flooring) | Prior to ~20 years in software/tech | Commercial and industrial sales leadership |
| International Association of Assessing Officers (IAAO) | Committee member | Ongoing | Governance/standards participation in assessment industry |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| IAAO | Committee member | Ongoing | Continues committee service tied to Apex domain expertise |
| Apex Software LLC | Business partner (post‑retirement) | ~2016–2020 (wind‑down) | Assets sold in 2020; ongoing partner role prior to wind‑down |
| Other public company boards | None disclosed | — | Company proxy lists “Directorships: None” |
Board Governance
- Independence: Graber is independent under TSX/NI 52‑110 and NYSE American audit/comp/nominating standards.
- Committees and attendance (FY ended Aug 31, 2024): Audit (Summers, Cho, Graber) – 4 meetings, 100% attendance; Compensation (Summers, Cho, Graber) – 2 meetings, 100% attendance; Nominating (Summers, Cho, Graber) – 1 meeting, 100% attendance.
- Board meetings: Two formal and four informal meetings; all directors attended all meetings (100% attendance). Only one board member attended the 2024 annual meeting of stockholders.
- Committee chairs: Not specified; Board Chair is Hyonmyong Cho.
| Governance Metric | FY 2022 | FY 2024 |
|---|---|---|
| Board meetings held | 5 | 2 formal + 4 informal |
| Board attendance | 100% | 100% |
| Audit Committee meetings | 4 (Summers, Cho, Graber) – 100% attendance | 4 – 100% attendance (Summers, Cho, Graber) |
| Compensation Committee meetings | 2 – 100% attendance | 2 – 100% attendance |
| Nominating Committee meetings | 1 – 100% attendance | 1 – 100% attendance |
| Annual meeting attendance (board member count) | 1 attended | 1 attended |
Fixed Compensation
- Director compensation (FY 2024): No compensation, fees, stock awards, or option awards paid to directors.
- Historical director compensation shows only “All Other Annual Compensation” for Graber in FY 2020 and FY 2021 (likely employee share purchase plan participation).
| Fiscal Year | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other Annual Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| FY 2020 | Nil | Nil | Nil | 12,500 | 12,500 |
| FY 2021 | Nil | Nil | Nil | 12,500 | 12,500 |
| FY 2024 | 0 | 0 | 0 | 0 | 0 |
Performance Compensation
- No director equity or performance‑linked awards disclosed for FY 2024; historical director stock/option awards not granted in FY 2020–2021.
| Award Type | Performance Metric | FY 2020 | FY 2021 | FY 2024 |
|---|---|---|---|---|
| Director equity grants | Not disclosed | None | None | None |
| Performance metrics in director pay | Not applicable | — | — | — |
Other Directorships & Interlocks
- No other public company directorships disclosed for Graber.
- Related‑party transactions: None involving directors, nominees, or >5% holders since FY 2022.
- Company 10‑K also reports no related transactions in past two years.
Expertise & Qualifications
- Dual BS degrees (Business Management and Psychology, EMU).
- 20 years in software/technology (Apex Software) and prior industrial/manufacturing sales management.
- Active IAAO committee participation; collective audit committee financial acumen affirmed by company for committee members.
Equity Ownership
- Beneficial ownership as of November 2024: 262,362 shares (2.7%); composed of 219,028 common shares and 43,334 shares acquirable via options within 60 days.
- Prior beneficial ownership (November 14, 2022): 185,302 common shares plus 22,500 options acquirable within 60 days.
- Section 16(a) compliance: Filings deemed compliant for FY 2024.
| As‑of Date | Common Shares Held | Options Exercisable within 60 Days | Total Beneficial Ownership | % of Common Stock | Notes |
|---|---|---|---|---|---|
| Nov 14, 2022 | 185,302 | 22,500 | 207,802 | “Non‑officer director owning less than 1%” (table note) | Outstanding shares 10,122,261 |
| Nov 20/30, 2024 | 219,028 | 43,334 | 262,362 | 2.7% | Outstanding shares ~9.64M |
Say‑on‑Pay & Shareholder Feedback
- 2025 AGM voting results: Graber received 4,293,476 FOR; 50,212 WITHHELD. Auditor ratification passed (5,809,954 FOR / 23,060 AGAINST / 8,000 ABSTAIN). Frequency of say‑on‑pay: 3 years received most votes (3,803,908). Say‑on‑pay advisory approval passed (4,020,916 FOR / 53,412 AGAINST / 269,360 ABSTAIN).
| Proposal | For | Against | Abstain | Notes |
|---|---|---|---|---|
| Election – S. Jay Graber | 4,293,476 | — | 50,212 WITHHELD | Elected |
| Auditor (Smythe LLP) | 5,809,954 | 23,060 | 8,000 | Approved |
| Say‑on‑Pay Frequency | 3 Years: 3,803,908 | 2 Years: 189,800 | 1 Year: 349,780 | 3‑year frequency approved |
| Say‑on‑Pay Advisory | 4,020,916 | 53,412 | 269,360 | Approved |
Governance Assessment
-
Strengths
- Independent director serving on all three key committees (Audit, Compensation, Nominating), meeting independence requirements; 100% committee and board meeting attendance in FY 2024.
- Material “skin‑in‑the‑game”: 2.7% beneficial ownership as of Nov 2024.
- No related‑party transactions reported involving directors/nominees since FY 2022; Section 16 compliance reported.
- Shareholder support evidenced by strong FOR votes for director election and say‑on‑pay.
-
Risks / RED FLAGS
- Board effectiveness assessments not formalized; board evaluates effectiveness on an ad hoc basis.
- Compensation Committee does not use independent compensation consultants; executives may suggest compensation amounts, which could create perceived influence.
- Low presence at annual meeting (only one board member attended in 2024), which may be viewed as limited shareholder engagement.
-
Neutral/Context
- No director compensation in FY 2024 (fees/equity/options); historically minimal “All Other” compensation only.
- Committee chair roles for Graber not specified; Board Chair is Cho.