Deborah Robinson
About Deborah Robinson
Deborah Robinson, 61, has served as an independent director of Global Crossing Airlines Group Inc. (JETMF) since June 2020. She is Managing Partner and founder of Bay Street HR (est. 2001); previously Executive Director at CIBC World Markets (Nov 1995–Dec 2000) overseeing HR for Global Investment Banking, with senior HR roles at Fidelity Investments and American Express Travel in Boston and New York. She is a graduate of the University of Toronto Rotman Directors Education Program (2010) and holds an ICD designation. Her external board work includes serving as Chair of Park Lawn Corporation (TSX: PLC) since June 2019 and as a director of Timbercreek Financial (TSX: TF) since November 2021, and she serves on the board of Best Buddies Canada.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bay Street HR | Founder and Managing Partner | Founded 2001 – present | Outsourced HR provider to start-ups and mid-sized companies |
| CIBC World Markets | Executive Director, HR for Global Investment Banking | Nov 1995 – Dec 2000 | Oversaw HR for Global Investment Banking |
| Fidelity Investments | Senior HR roles | Not disclosed | Senior HR leadership |
| American Express Travel | Senior HR roles | Not disclosed | Senior HR leadership |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Park Lawn Corporation (PLC‑TSX) | Director and Chair | June 2019 | Board leadership at TSX‑listed company |
| Timbercreek Financial (TF‑TSX) | Director | November 2021 | TSX‑listed specialty lender |
| Best Buddies Canada | Director | Not disclosed | Non‑profit board service |
Board Governance
- Committee assignments (2024 activity, reported in 2025 proxy): Compensation Committee Chair; Nominating & Corporate Governance Committee member; not on Audit or Safety Committees.
- Attendance: All directors attended 100% of Board and committee meetings in 2024; Board held 5 meetings; committees held: Audit (4), Compensation (1), Nominating & Corporate Governance (3), Safety (0).
- Prior year context: In 2023, Deborah served as Compensation Committee Chair and member of Nominating & Corporate Governance; directors had near‑full attendance, with exceptions noted for two other directors.
- Independence: The Board affirmatively determined Deborah Robinson meets Cboe Canada listing standards for independence; all members of the Audit, Compensation, and Nominating & Corporate Governance Committees are independent.
- Majority Voting Policy: If any director receives less than a majority of votes cast “for” and “withheld,” they must tender their resignation for Board consideration (non‑contested elections).
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Annual cash fees ($) | $32,000 | $41,000 | $0 (elected stock awards in lieu of cash) |
| Director cash program terms | Avg annual $28,000 in 2022 (only certain directors paid) | Increased to $20,000/quarter for directors and $25,000/quarter for lead directors starting Q4 2023 | Lead and non‑executive directors received $100,000 and $80,000 during 2023; starting Q1 2024 two non‑executive directors elected stock in lieu; two remained at $20,000 per quarter |
| Reimbursement of expenses | Reimbursed for attending Board/committee meetings | Reimbursed | Reimbursed |
- Mix shift: Deborah’s compensation moved to all‑equity in FY 2024 (no cash, $96,059 stock awards), increasing alignment with shareholders.
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant Date Fair Value | Vesting Schedule |
|---|---|---|---|---|
| RSU | March 20, 2024 | 250,000 | $96,059 total; closing price $0.49 at grant | 100% on first anniversary of grant (time‑based) |
- Non‑employee directors are eligible for equity awards; historically, initial grants included stock options, though company indicates no current grants of employee options and focuses on RSUs and ESPP; timing not based on MNPI.
- Option Plan prohibits re‑pricing of underwater options without stockholder approval; maximum option term 10 years; change‑in‑control features provide for full vesting/redemption under specified conditions.
- RSU and PSU Plans: RSUs time‑based vesting; PSUs may be tied to performance/time targets per plan; no PSU grants to Deborah disclosed.
Other Directorships & Interlocks
| Company | Relationship to JETMF | Interlock/Notes |
|---|---|---|
| Ascent Global Logistics | 5%+ holder; nominated Paul Martins to JETMF Board in 2024 | Deborah not disclosed as director at Ascent; no interlock with Deborah identified |
| Park Lawn Corporation; Timbercreek Financial | Deborah serves as director (PLC Chair; TF director) | No disclosed related‑party transactions with JETMF |
Expertise & Qualifications
- Extensive human resources leadership (Bay Street HR founder; prior senior HR roles; CIBC World Markets Executive Director for HR) supports Compensation Committee leadership.
- Board experience across TSX‑listed companies; governance credentials (Rotman Directors Education Program 2010; ICD designation).
- Board identifies HR and cross‑board experience as qualifications for her service.
Equity Ownership
| Metric | Oct 14, 2022 | Oct 19, 2023 | Sep 27, 2024 | Oct 13, 2025 |
|---|---|---|---|---|
| Common stock owned (shares) | 57,500 | 453,234 | 389,444 | 431,494 |
| Ownership % (common) | <1% | 1.15% | 0.90% | <1% |
| Class B Non‑Voting owned (shares) | 165,000 | Not disclosed | — | — |
| Pledged/hedged shares | Not disclosed | Not disclosed | Not disclosed | Not disclosed |
- Note: One late Form 4 filed by Deborah Robinson for a 2024 transaction, per Section 16(a) disclosure.
Insider Trades (disclosed in proxy)
| Year | Disclosure | Details |
|---|---|---|
| 2024 | Late Form 4 | Deborah Robinson inadvertently filed one late Form 4 for one transaction; all other required filings by directors/officers reported as compliant. |
| 2023 | Compliance | All Section 16(a) filing requirements satisfied on a timely basis. |
| 2022 | Compliance | All Section 16(a) filing requirements satisfied on a timely basis. |
Governance Assessment
- Strengths: Independent director; Chair of Compensation Committee; consistent full attendance in 2024; active on Nominating & Corporate Governance; mix shift toward equity pay in 2024 improves alignment; Majority Voting Policy increases accountability.
- Alignment: RSU grant (250,000 units) with one‑year vest aligns director incentives; beneficial ownership reported over time; no pledging/hedging disclosed.
- Controls: Audit Committee reviews/approves related‑party transactions; Option Plan prohibits re‑pricing without stockholder approval.
- Watch items / RED FLAGS:
- Late Form 4 in 2024 (procedural lapse; isolated disclosure).
- No explicit director stock ownership guidelines disclosed; no disclosure on hedging/pledging policy beyond plan transferability limits on awards.
- Major shareholder influence via nominee to Board (Ascent Global Logistics) warrants ongoing monitoring for potential conflicts, though no Deborah‑specific conflict disclosed.
Overall, Robinson’s HR and governance expertise, committee leadership, and attendance support board effectiveness at JETMF. Compensation structure trends toward equity in 2024, and independence is affirmed; monitoring of filing timeliness and large‑holder Board influence remains prudent.