Louise Sams
About Louise Sams
Louise Sams, 67, has served on Loop Industries’ Board since April 2021 and is Chair of the Nominating and Corporate Governance Committee. She is former EVP & General Counsel of Turner Broadcasting System, Inc. (2000–2019) and previously President of Turner Broadcasting System International (2003–2012); she holds a BA from Princeton University and a JD from the University of Virginia School of Law . The Board has determined she is independent under Nasdaq Rule 5605(a)(2) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Turner Broadcasting System, Inc. (Time Warner subsidiary) | Executive Vice President & General Counsel | Mar 2000–Oct 2019 | Led global legal function; oversaw legal work across worldwide subsidiaries |
| Turner Broadcasting System International, Inc. | President | 2003–2012 | International leadership; global operations support |
| Turner Broadcasting System, Inc. | Corporate Attorney | 1993 onward (pre-EVP tenure) | Corporate legal work |
| White & Case | Associate (M&A and securities law) | Prior to 1993 | Transactional and securities expertise |
External Roles
| Organization | Role | Committees |
|---|---|---|
| CoStar Group, Inc. (CSGP) | Chair of the Board | Chairs Nominating & Corporate Governance; member Audit and Compensation |
| Rollins, Inc. (ROL) | Lead Director | Chairs Nominating & Corporate Governance; member Human Capital Management & Compensation |
| Princeton University | Chair, Board of Trustees | Governance leadership in non-profit sector |
Board Governance
- Independence: Board has determined Sams, Sellyn, Stubina, and Hart are independent; Loop is a “controlled company” under Nasdaq rules but does not use exemptions; CEO also serves as Chair; Sellyn is Lead Independent Director; independent directors meet regularly without CEO .
- Committee memberships and leadership:
- Nominating & Corporate Governance Committee: Chair (Sams); 4 meetings in FY2025
- Audit Committee: Member; 8 meetings in FY2025
- Compensation Committee: Member; 4 meetings in FY2025
- Attendance (FY2025): Sams attended 100% of Board and all Committee meetings .
| Meeting Type | Sessions Attended | Attendance % |
|---|---|---|
| Board of Directors | 8/8 | 100% |
| Audit Committee | 8/8 | 100% |
| Nominating & Corporate Governance Committee | 4/4 | 100% |
| Compensation Committee | 4/4 | 100% |
Governance infrastructure highlights:
- Audit Committee charter includes oversight of related party transactions, cybersecurity, internal controls, and auditor independence .
- Nominating & Corporate Governance Committee leads annual Board/committee effectiveness reviews and director compensation recommendations; maintains written charter .
- Compensation Committee is fully independent; oversees pay strategy, risk reviews, goals, and shareholder engagement disclosures; maintains written charter .
Fixed Compensation
Compensation policy (outside directors):
- Cash retainers: $20,000 director; $15,000 per year for each committee chair; $50,000 Lead Independent Director .
- Equity: Annual RSU awards sized to $90,000 “Value,” vesting fully by the earlier of one year from grant or the day prior to the next Annual Meeting; participants may defer settlement under the 2017 Equity Incentive Plan .
| Fiscal Year | Cash Fees ($) | Notes (Cash) | Equity (ASC 718 Fair Value, $) | Total ($) |
|---|---|---|---|---|
| FY2024 | 35,000 | $20,000 director + $15,000 NCG chair per policy | 91,426 | 126,426 |
| FY2025 | 35,000 | $20,000 director + $15,000 NCG chair per policy | 75,384 | 110,384 |
Cash retainer payment timing: quarterly in arrears within 30 days of quarter-end .
Performance Compensation
- Annual RSUs: 2025 Annual Award granted June 28, 2024; vests 100% on June 28, 2025, subject to continued Board service; award sizing uses 30-trading-day average price; settlement can be deferred under plan .
- Director equity is time-based; no performance metrics tied to director RSUs disclosed .
| Equity Component | Grant Date | Vesting | Fair Value ($) | Settlement |
|---|---|---|---|---|
| Annual RSU (FY2025 director grant) | Jun 28, 2024 | 100% on Jun 28, 2025 | 75,384 (ASC 718) | Deferral permitted under plan |
Other Directorships & Interlocks
| Company | Industry Overlap with LOOP | Potential Interlock/Conflict Notes |
|---|---|---|
| CoStar Group (CSGP) | Real estate data/marketplaces; no direct overlap with plastic recycling | Governance roles (Chair; committee memberships) increase time commitments but low direct conflict risk |
| Rollins (ROL) | Pest control services; no direct overlap | Lead Director responsibilities; low direct conflict risk |
| Princeton University | Non-profit education | No commercial conflict; governance leadership |
Expertise & Qualifications
- Legal and governance expertise: 25+ years as media executive; 35+ years practicing attorney; M&A and securities experience; risk management and corporate governance credentials .
- Education: BA, Princeton; JD, University of Virginia School of Law .
- Board-level competencies: business development, growth strategies, technology, and M&A relevant to LOOP’s strategic evolution .
Equity Ownership
| Holder | Beneficial Ownership (Common) | % of Common | RSU Detail |
|---|---|---|---|
| Louise Sams | 92,261 | <1% | 2,369 shares from prior RSU settlement; 89,892 RSUs (53,823 deferred until retirement; 36,069 fully vest within 60 days of record date; both subject to deferred settlement) |
Additional alignment and trading practices:
- Insider Trading Policy: prohibits short sales, hedging, and similar transactions; pledging generally prohibited, with rare exceptions requiring preclearance; directors must pre-clear open market transactions; Rule 10b5-1 plan guidelines in place .
- Section 16 compliance: No late filings reported for Sams in FY2025 .
Governance Assessment
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Strengths:
- Independence and leadership: Sams is independent and chairs the Nominating & Corporate Governance Committee; serves on Audit and Compensation, supporting oversight of risks, related-party monitoring, and pay governance .
- Engagement: 100% attendance across Board and all committees in FY2025, indicating high commitment .
- Ownership alignment: Holds RSUs with deferred settlement, aligning value with shareholder outcomes; policy prohibits hedging/short sales and largely prohibits pledging .
- Related-party exposure: Company reports no related-party transactions involving directors above $120,000 (other than a disclosed consulting arrangement for another director), suggesting low conflict risk for Sams .
- Shareholder sentiment: Prior say‑on‑pay support was strong (99.57% in 2024), indicating broad investor confidence in overall compensation governance .
-
Considerations / potential red flags:
- Combined CEO/Chair structure under controlled company status can concentrate power; mitigated by Lead Independent Director and regular executive sessions of independent directors .
- Multiple external leadership roles increase time demands; however, Sams’ attendance record suggests adequate engagement at LOOP .
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Net view: Sams’ legal/governance background, committee leadership, and consistent attendance support board effectiveness, with no disclosed conflicts or pledging/hedging concerns. The controlled company context raises structural governance considerations, but independence practices and committee work appear to mitigate risks .