Laurence Sellyn
About Laurence Sellyn
Laurence Sellyn, 75, is Loop Industries’ Lead Independent Director (since April 4, 2018) and Chair of the Audit Committee (since June 2019). He is a U.K. Chartered Accountant with a Master’s degree in Modern Languages and Literature from Oxford University and previously served as EVP, Chief Financial and Administrative Officer at Gildan Activewear (1999–2015) and CFO/SVP Finance & Corporate Development at Wajax (1992–1999), with earlier roles at Domtar including Corporate Controller (1987–1991) . The Board has designated him an “audit committee financial expert” based on 23 years as a CFO and his accounting credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gildan Activewear Inc. | EVP, Chief Financial & Administrative Officer | 1999–2015 | Senior finance leadership of a public issuer |
| Wajax Inc. | CFO and SVP Finance & Corporate Development | 1992–1999 | Corporate finance and development leadership |
| Domtar Inc. | Corporate Controller; prior finance roles | 1987–1991 (Controller) | Corporate controllership and reporting |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cascades Inc. (TSX: CAS) | Director | 2013–2020 | Chair, Corporate Governance & Nominating; Member, Audit & Finance |
| Noble Iron Inc. (TSXV: NIR) | Director; Lead Independent Director | 2014–2016 | Board leadership for small-cap public issuer |
| Not-for-profits/charitable boards | Director/Advisor (unspecified) | Various | Community and not-for-profit governance experience |
Board Governance
- Independence: The Board determined Sellyn is independent under Nasdaq Rule 5605(a)(2) .
- Lead Independent Director responsibilities: Coordinates independent director feedback to the CEO; independent directors meet regularly without the CEO present .
- Committees:
- Audit Committee: Chair; designated audit committee financial expert .
- Compensation Committee: Member in fiscal 2025; post-annual meeting expected composition: Stubina (Chair), Sams, Hart (Sellyn moves off) .
- Nominating & Corporate Governance: Expected post-annual meeting membership: Sams (Chair), Sellyn, Hart .
- Controlled Company context: CEO/Chair Daniel Solomita controls >50% voting power; Loop qualifies as a “controlled company” but did not utilize governance exemptions in FY2025 and does not anticipate using them for FY2026 (audit committee requirements still fully apply) .
- Attendance (FY2025): 100% attendance at Board and his committees .
| Meeting Body | Meetings Held | Sellyn Attendance | Attendance % |
|---|---|---|---|
| Board of Directors | 8 | 8 | 100% |
| Audit Committee | 8 | 8 | 100% |
| Compensation Committee | 4 | 4 | 100% |
Fixed Compensation
| Component | Policy Amount (USD) | Notes | FY2025 Cash Received (USD) |
|---|---|---|---|
| Annual director retainer | 20,000 | Paid quarterly in arrears | Included in total |
| Lead Independent Director fee | 50,000 | Annual retainer | Included in total |
| Audit Committee Chair fee | 15,000 | Annual retainer | Included in total |
| Meeting fees | — | None disclosed | — |
| Total cash fees (Sellyn) | — | Sum of above roles | 85,000 |
Performance Compensation
| Equity Award | Grant Date | Grant Value Basis | ASC 718 Fair Value (USD) | Vesting |
|---|---|---|---|---|
| Annual RSU (Non-employee Director) | June 28, 2024 | “Value” targeted at $90,000; shares based on 30-day avg price before grant | 75,384 (FY2025) | 100% vests on earlier of one year from grant or day prior to next annual meeting, subject to service |
- Structure: RSUs are time-based; no performance conditions for director awards; directors may elect to defer settlement under the 2017 Equity Incentive Plan .
Other Directorships & Interlocks
| Company | Current/Former | Overlap/Interlock |
|---|---|---|
| Cascades Inc. (TSX: CAS) | Former | No Loop interlocks disclosed |
| Noble Iron Inc. (TSXV: NIR) | Former | No Loop interlocks disclosed |
- Third-party compensation arrangements for directors: The company is not aware of any agreements or arrangements compensating directors in connection with candidacy or service as a Loop director (Nasdaq Rule 5250(b)(3)) .
- Related-party transactions: None disclosed involving Sellyn; Audit Committee reviews and must approve any related party transactions .
Expertise & Qualifications
- Financial expertise: Audit committee financial expert; 23 years as CFO at public companies; U.K. Chartered Accountant .
- Governance and oversight: Prior chair of governance committee (Cascades) and multiple audit committee roles .
- Education: Master’s degree from Oxford University (Modern Languages and Literature) .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | Breakdown | Notes |
|---|---|---|---|
| Laurence Sellyn | 217,896 | 61,695 Common; 156,201 RSUs | Settlement of 120,132 RSUs deferred until retirement; 36,069 RSUs vest within 60 days of record date and also subject to deferred settlement; <1% ownership |
- Hedging/pledging: Insider Trading Policy prohibits short sales and hedging; pledging generally not permitted absent preclearance; directors and officers must pre-clear trades .
- Section 16 compliance: FY2025 late Form 4 filings noted for other insiders (Auguste, Solomita, Hart), none for Sellyn .
Governance Assessment
-
Strengths
- Independent Lead Director with deep CFO experience and designated audit committee financial expert; 100% attendance underscores engagement .
- Clear committee leadership (Audit Chair) with active audit oversight (8 meetings in FY2025) .
- Director pay structure balanced with modest cash retainers and annual RSUs; ability to defer equity settlement enhances alignment (Sellyn defers significant RSUs until retirement) .
- Strong shareholder support for executive compensation (99.57% 2024 say‑on‑pay), indicating overall investor confidence in governance and pay practices .
-
Risks/Watch items
- Controlled company status concentrates voting power with the CEO/Chair; while Loop did not use exemptions in FY2025, the structure is an inherent governance risk if practices change in future .
- No stock ownership guidelines for directors disclosed; investors may prefer explicit guidelines to reinforce alignment (not disclosed in proxy) .
-
Additional controls and policies
- Related-party transaction oversight by Audit Committee; no related‑party dealings involving Sellyn disclosed .
- Insider trading controls include preclearance and prohibitions on hedging/short sales; pledging restricted .
RED FLAGS: None identified specific to Sellyn in FY2025 disclosures; overall “controlled company” structure remains a governance consideration for investors .