Fraser Atkinson
About Fraser Atkinson
Fraser Atkinson, 67, is the independent Chairman of the Board at Equus Total Return, Inc. (NYSE: EQS), serving as a director since 2010 and elevated to Chairman in 2024. He is a former KPMG LLP partner with over 14 years in technology and corporate finance (left in 2002), and he currently serves as Chairman (since Feb 2011) and CEO (since Jun 2019) of GreenPower Motor Company Inc. (Nasdaq: GP). Atkinson is the Board’s designated audit committee financial expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Partner (technology and corporate finance) | Over 14 years; left Sept 2002 | Senior accounting/finance expertise applied to public company oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| GreenPower Motor Company Inc. (Nasdaq: GP) | Chairman; CEO | Chairman since Feb 2011; CEO since Jun 2019 | Only current public company directorship disclosed |
Board Governance
- Roles and independence: Independent Chairman; independent director under NYSE/1940 Act standards; designated audit committee financial expert.
- Attendance: 100% attendance in 2024 for Board and all committees on which he served; all directors attended the 2024 annual meeting.
- Committee assignments (2024):
- Audit Committee: Chair (financial expert); met 5 times in 2024.
- Committee of Independent Directors: Chair; met in executive sessions at regular Board meetings.
- Compensation Committee: Member; committee did not meet in 2024.
- Governance & Nominating Committee: Member; met 3 times in 2024.
- Board structure: 5 directors; 3 independent; Board met 8 times in 2024.
Fixed Compensation
Director fee policy and 2024 cash compensation.
| Item | Amount/Structure | Source |
|---|---|---|
| Annual retainer (Independent Director) | $40,000 (paid quarterly in arrears) | |
| Committee chair fee (each standing committee) | $50,000 (annual; paid quarterly) | |
| Meeting fee (in-person) | $2,000 per meeting | |
| Meeting fee (telephonic) | $1,000 per meeting | |
| Hourly rate for non-director duties | $300/hour (if engaged for services beyond director duties) |
| Director | 2024 Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| Fraser Atkinson | 108,000 | — | — | — | 108,000 |
Notes:
- Independent/non-officer directors were paid an aggregate of $296,500 in cash for 2024; table note indicates $62,000 of aggregate accrued but unpaid fees included.
Performance Compensation
| Component | 2024 Status | Details |
|---|---|---|
| Equity awards (directors) | None in 2018–2024 | Company’s 2016 Equity Incentive Plan allowed restricted stock/options; an aggregate 844,500 restricted shares were granted to certain directors and officers on Mar 17, 2017 (3-year vesting) and are now fully vested; no further grants 2018–2024. |
| Performance metrics tied to director pay | None disclosed | Director pay in 2024 was entirely cash; no director performance metrics disclosed. |
Other Directorships & Interlocks
| Company | Exchange | Role | Potential Interlock/Conflict Relevance |
|---|---|---|---|
| GreenPower Motor Company Inc. | Nasdaq: GP | Chairman; CEO | No related-party transactions or EQS portfolio linkages disclosed in proxy; independence affirmed at EQS. |
Expertise & Qualifications
- Independent Chairman and audit committee financial expert; extensive accounting and financial management expertise (KPMG background).
- Public company leadership experience (Chairman/CEO of GP) and extensive board experience domestically and internationally.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Dollar Range (EQS) |
|---|---|---|---|
| Fraser Atkinson | 45,591 | <1% | $50,001–$100,000 |
Additional ownership considerations:
- No disclosures of pledged shares, hedging, or ownership guidelines for directors in the proxy.
- Section 16(a) compliance: Company believes all directors complied with reporting requirements in 2024.
Governance Assessment
Positives
- Independent Board Chair with deep audit/finance expertise; serves as Audit Chair and designated financial expert, enhancing financial oversight. Attendance was 100% across Board and committees.
- Clear committee structure and active Audit and Governance & Nominating oversight (5 and 3 meetings, respectively).
- Say‑on‑pay support of 88.5% (2024 vote on 2023 NEO pay) signals shareholder alignment with compensation policies.
Concerns and potential red flags
- Compensation Committee did not meet in 2024 despite a dynamic capital agenda; suggests limited formal oversight activity by the comp committee during the year.
- Director pay is entirely cash (no ongoing equity grants since 2017), which can weaken long-term alignment; Atkinson’s ownership is modest at 45,591 shares (<1%).
- As Chairman, he supports proposals authorizing issuance below NAV and >19.99% share issuance, which could be highly dilutive; Board acknowledges potential NAV/share dilution (e.g., -$0.13/sh or -6.20% in an illustrative note/warrant case). These are governance-sensitive actions that may pressure investor confidence if executed without strong safeguards.
- Multiple senior roles (Chairman at EQS, Chair/CEO at GP) raise potential capacity considerations, though attendance was perfect and independence affirmed.
Director- and board-level signals to monitor
- Execution under Proposals 4–5 (below‑NAV and >19.99% issuance) and any safeguards adopted to mitigate dilution.
- Whether Compensation Committee activity increases in 2025 (it did not meet in 2024).
- Any updates to director ownership alignment policies or equity mix for directors.