Jay Stubina
About Jay Stubina
Independent director (age 63) serving on Loop Industries’ board since 2016; Chair of the Compensation Committee since 2023 and member of the Audit and Nominating & Corporate Governance Committees in fiscal 2025 . Co‑founded Continent 8 Technologies in 1998 and led operations and sales until retiring and divesting in April 2021; earlier served as CFO of a real estate company (1989–1998) . Education and credentials: B.Comm (Accountancy) Concordia; Chartered Accountant certificate (McGill); Canadian CPA; governance profile designated independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Continent 8 Technologies | Co‑Founder; led operating and sales | 1998–Apr 2021 | Built/operated data centers across Europe, North America, Asia; retired and divested equity in 2021 |
| Real estate company (unnamed) | Chief Financial Officer | 1989–1998 | Finance leadership prior to Continent 8 |
| Loop Industries (LOOP) | Director; Chair, Compensation Committee | 2016–present; Chair since 2023 | Audit Committee member; Nominating & Corporate Governance member (FY25) |
External Roles
No current public company directorships disclosed for Mr. Stubina in the proxy biography .
Board Governance
- Independence: The board determined Mr. Stubina is an “independent director” under Nasdaq Rule 5605(a)(2) .
- Committees and chair roles (FY2025): Chair—Compensation; Member—Audit; Member—Nominating & Corporate Governance (expected to rotate off N&CG post‑2025 meeting; committees to be Comp (Chair), Audit; N&CG to be Sams/Sellyn/Hart) .
- Attendance (FY2025): 100% attendance at Board (8/8), Audit (8/8), N&CG (4/4), Compensation (4/4) .
- Lead independent director: Not applicable to Mr. Stubina; role held by Laurence Sellyn .
- Controlled company context: Loop is a Nasdaq “controlled company” (CEO Daniel Solomita controls >50% voting power) but did not utilize exemptions in FY2025 and does not anticipate using them in FY2026 .
| Meeting Attendance | FY2024 | FY2025 |
|---|---|---|
| Board of Directors | 8/8 (100%) | 8/8 (100%) |
| Audit Committee | 5/5 (100%) | 8/8 (100%) |
| Nominating & Corporate Governance | — (not a member) | 4/4 (100%) |
| Compensation Committee | 6/6 (100%) (Chair from July 11, 2023) | 4/4 (100%) (Chair) |
Fixed Compensation
- Policy (non‑employee directors): Annual cash retainer $20,000 (director) plus $15,000 per year for Compensation Committee chair; other chair retainers $15,000; Lead Independent Director $50,000 .
- FY2025 actual cash fees (Stubina): $35,000 (director + Comp Chair) .
- FY2024 actual cash fees (Stubina): $31,250 (partial‑year chair from July 11, 2023) .
| Fiscal Year | Role-based Cash Fees ($) | Notes |
|---|---|---|
| 2025 | 35,000 | Director retainer + Comp Chair retainer under policy |
| 2024 | 31,250 | Pro‑rated chair fees from July 11, 2023 |
Performance Compensation
- Equity structure (directors): Annual automatic RSU grant with “Value” of $90,000 at each annual meeting; vests 100% on the earlier of one year or day prior to next annual meeting; participants may defer settlement under the 2017 Plan .
- FY2025 grant: Annual Award granted June 28, 2024; vests June 28, 2025; grant date fair value recognized for Stubina $75,384 .
- FY2024 grant: Annual Award granted June 28, 2023; vested June 27, 2024; grant date fair value recognized for Stubina $91,426 .
| Fiscal Year | Instrument | Grant Date | Vesting | Fair Value ($) |
|---|---|---|---|---|
| 2025 | RSU (Annual Award) | Jun 28, 2024 | 100% on Jun 28, 2025 (service) | 75,384 |
| 2024 | RSU (Annual Award) | Jun 28, 2023 | 100% on Jun 27, 2024 (service) | 91,426 |
Outstanding director equity (as of Feb 28, 2025): 131,201 RSUs for Mr. Stubina .
Other Directorships & Interlocks
- Interlocks/other boards: No other public company directorships disclosed for Mr. Stubina; no interlocking relationships disclosed .
- Third‑party arrangements to compensate director service: Company not aware of any such agreements for directors; none noted for Mr. Stubina .
Expertise & Qualifications
Finance and accounting expertise (former CPA/Chartered Accountant), prior CFO experience, and technology/data management implementation background; considered qualified for Audit Committee and overall board service given Loop’s business and structure .
Equity Ownership
- Beneficial ownership (record date May 20, 2025): 275,761 shares (<1%) comprising (i) 75,000 shares held by 6337708 Canada Inc. (controlled by Mr. Stubina), (ii) 60,000 shares held directly, (iii) 131,201 RSUs (95,132 subject to deferred settlement until retirement; 36,069 vest within 60 days and also subject to deferred settlement), and (iv) 9,560 shares from prior RSU settlement .
- Pledging/hedging: Insider Trading Policy prohibits short sales, hedging and pledging involving derivatives; pledging may be permitted only with preclearance—no pledging by Mr. Stubina is disclosed .
| Category | Details |
|---|---|
| Total beneficial ownership | 275,761 shares; <1% of common outstanding |
| Direct holdings | 60,000 shares |
| Indirect holdings | 75,000 shares via 6337708 Canada Inc. |
| RSUs outstanding | 131,201 (95,132 settlement deferred until retirement; 36,069 vest within 60 days and deferred settlement) |
| Prior RSU settlements | 9,560 shares from May 2018 vesting |
| Pledged shares | None disclosed; pledging restricted by policy |
Governance Assessment
- Strengths: 100% attendance across Board and all assigned committees in FY2025; multi‑committee service (Audit, N&CG; Chairs Compensation); independent status supports committee independence . Director pay is modest and aligned with shareholders through annual time‑vested RSUs; cash fees consistent with policy . Compensation Committee—under his chairmanship—comprises only independent directors and engaged an external consultant (GGA) to benchmark and evolve pay design in FY2024–FY2025; Say‑on‑Pay support was 99.57% in 2024, indicating strong investor backing .
- Potential risks/flags: None specific to Mr. Stubina identified in related‑party reviews or Section 16(a) disclosures; broader governance context includes “controlled company” status and combined CEO/Chair, though Loop reports it does not use the controlled company exemptions . Executive team changes in March 2025 (CFO transition) are noted but not attributable to director conflicts; board oversight remains via Audit and Compensation Committees .