Lionel Conacher
About Lionel F. Conacher
Lionel F. Conacher (age 63 as of June 13, 2025) has served as a director since June 2018 and as independent Chairman of the Board since August 12, 2020, bringing extensive financial and operational experience from investment banking, private equity, and operating roles . He is determined independent under Nasdaq rules, qualifies as an Audit Committee financial expert, and currently chairs the Audit Committee while also serving on the Compensation Committee . Education is not disclosed in the proxy materials; prior credentials include President/COO at Thomas Weisel Partners, senior advisor at Altamont Capital Partners, and chairman at Wunderlich Securities .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Thomas Weisel Partners | President & Chief Operating Officer | Apr 2008–Jul 2010 | Led operational and financial management at investment bank |
| Altamont Capital Partners (ACP) | Senior Advisor | Jan 2011–Jun 2018 | Investment/operating advisor to PE portfolio |
| Next Ventures, GP | Managing Partner | Aug 2018–Feb 2021 | Early-stage investment leadership |
| Wunderlich Securities (ACP investee) | Chairman | Dec 2013–Jul 2017 | Oversight of broker-dealer; governance leadership |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| SRx Health Solutions, Inc. (formerly Better Choice Company Inc.) | Director; Interim CEO (Sep 2022–May 2023) | Director since Sep 2021 | Audit; Compensation |
Board Governance
- Independent director; Board determined Conacher is independent under Nasdaq rules .
- Committee assignments: Audit (Chair) and Compensation (member) .
- Board attendance: Board met 12 times in fiscal 2024; all directors attended at least 75% of Board and committee meetings; all attended the 2024 Annual Meeting .
- Board leadership: Independent Non-Executive Chairman model in place since January 24, 2019; independent executive sessions held at least semi-annually .
- Risk oversight: Audit oversees financial reporting; Compensation oversees human capital and compensation; Nominating oversees independence and conflicts; Cybersecurity Committee oversees cyber/data privacy .
| Committee | Membership | Chair? | Independence |
|---|---|---|---|
| Audit | Conacher (member) | Yes | All members independent; Conacher qualifies as audit committee financial expert |
| Compensation | Conacher (member) | No | All members independent |
| Nominating & Corporate Governance | Not disclosed for Conacher | — | Committee independent |
| Cybersecurity & Data Privacy | Not disclosed for Conacher | — | Committee independent |
Fixed Compensation
- Director Plan structure (fiscal 2024): quarterly director retainer $33,750; Chairman retainer $10,000 per quarter; Audit Committee Chair retainer $5,000 per quarter; other committee chair retainer $2,500 per quarter .
- Stock ownership guidelines: each director must receive 60% of annual retainers in common stock until equity ownership equals at least three times the annual retainer; directors may elect cash or deferred stock once guidelines are met; no hedging/pledging is permitted .
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $195,000 | $195,000 |
| Stock Awards ($) | $0 | $0 |
| Option Awards ($) | $0 | $0 |
| Total ($) | $195,000 | $195,000 |
| Payment Election | 100% cash | 100% cash |
Performance Compensation
- Directors did not receive stock option grants in fiscal 2024; Conacher had outstanding options to purchase 15,000 shares as of year-end (legacy awards) .
- DXLG’s pay-for-performance framework for executives (context for board oversight and alignment):
| LTIP Performance Metric | 2021–2023 LTIP (older) | 2022–2024 LTIP (newer) |
|---|---|---|
| 3-year relative TSR vs disclosed proxy peers | Target: 2nd quartile; Actual: 1st quartile; Payout: 150% | Target: 2nd quartile; Actual: 2nd quartile; Payout: 100% |
- AIP structure emphasizes Sales, Adjusted EBITDA, Comparable Sales, and Adjusted EBITDA Margin with quartile-based payouts, demonstrating rigorous performance-linked compensation for management .
Other Directorships & Interlocks
| Company | Public/Private | Committee Roles | Potential Interlocks |
|---|---|---|---|
| SRx Health Solutions, Inc. (formerly Better Choice Company Inc.) | Public | Audit; Compensation | None disclosed with DXLG customers/suppliers/competitors |
- Compensation Committee interlocks: none; DXLG disclosed no insider participation or cross-board interlocks involving executive officers during fiscal 2024 .
Expertise & Qualifications
- Audit Committee financial expert (SEC-defined) .
- Deep financial and operational background across investment banking (Thomas Weisel Partners) and private equity (Altamont) .
- Prior governance and chair experience at Wunderlich Securities .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notable Details |
|---|---|---|---|
| Lionel F. Conacher | 341,046 | <1% | Includes 15,000 shares subject to stock options exercisable within 60 days |
- DXLG prohibits hedging and pledging of company securities for directors, officers, and employees (alignment policy) .
- Director stock ownership guidelines require 60% of retainer in stock until 3x retainer achieved; Conacher elected 100% cash in fiscal 2024, which the plan permits when guidelines are met .
Governance Assessment
- Strengths: Independent Chair since 2020; Audit Chair and SEC “financial expert,” supporting robust financial oversight . Board and committee independence, semi-annual executive sessions, and clawback policy (Dodd-Frank/Nasdaq compliant) enhance governance quality . Attendance thresholds met across Board/committees; active stockholder engagement .
- Alignment: Director ownership guidelines (3x retainer minimum) and insider trading policy (no hedging/pledging) bolster alignment; Conacher’s legacy option position provides additional exposure .
- Compensation oversight: Independent Compensation Committee with external consultants (Segal; Korn Ferry) and performance-linked AIP/LTIP structures signal disciplined pay-for-performance governance .
- Shareholder signals: Say-on-Pay results in 2023 were highly supportive (98.9% in favor), indicating investor confidence in compensation governance .
- RED FLAGS and watch items:
- Role concentration: Conacher is both independent Chairman and Audit Committee Chair, which can concentrate oversight; companies often separate board chair and key committee chairs to diversify checks. DXLG confirms Audit Chair role and independent Chair structure .
- Equity election: Conacher’s 100% cash election reduces incremental equity accrual versus peers required to take stock until they meet guidelines; monitor ongoing ownership versus guideline compliance for alignment durability .
- Related parties: No related-party transactions disclosed in fiscal 2024 and fiscal 2023—no conflict red flags identified .
- Section 16 compliance: Company reported timely filings for reporting persons in fiscal 2024 (minor exceptions pertained to non-director holders); no issues disclosed for Conacher .
Overall implication: Conacher’s independent chairmanship, audit leadership, and financial expertise support investor confidence in oversight of reporting and controls, with strong governance scaffolding (independence, clawbacks, ownership guidelines). Monitoring the dual chair roles and continuous alignment via equity exposure is prudent for ongoing governance quality .