Anton J. Drescher
About Anton J. Drescher
Anton J. Drescher is Chief Financial Officer, Corporate Secretary, and a Director of Oculus Inc. (OVTZ). He is 68 and has served on OVTZ’s board since 1994, designated the audit committee “financial expert,” and is a Chartered Professional Accountant (Certified Management Accountant) since 1981 . OVTZ is a development-stage technology company with no revenue; net loss improved from ~$1.609M (2022) to ~$0.589M (2023) to ~$0.326M (2024), while total shareholder return (TSR) was negative over 2022–2024 based on the “$100 investment” proxy measure ($14.80 → $34.48 → $14.17) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oculus Inc. (OVTZ) | CFO, Corporate Secretary, Director | Since 1994 | Finance leadership; audit committee financial expert; governance oversight |
| ComplyTrust Inc. (OVTZ subsidiary) | Interim President & CEO | Began Feb 2023 | Product/AI R&D and leadership transition during capital-raising |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| International Tower Hill Mines Ltd. | Director | Since 1991 | Public mining governance; cross-industry finance expertise |
| Xiana Mining Inc. | Director since 1996; CFO since 2012 | Since 1996; CFO since 2012 | Public mining finance and turnaround experience |
| CENTR Brands Corp. | Director | Since 2014 | CPG board experience |
| Zeb Nickel Corp. (f/k/a Blue Rhino Capital Corp.) | Director | 2020–2023 | Early-stage public company governance |
| Lamaska Capital Corp. | Director | 2020–2021 | Public market governance |
| Westpoint Management Consultants Ltd. | President | Since 1979 | Tax/accounting consulting; business reorganizations |
| Harbour Pacific Capital Corp. | President | Since 1998 | Regulatory filings expertise in Canada |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | - | - | - |
| Bonus ($) | - | - | - |
| Stock awards ($) | - | - | - |
| Option awards ($) | - | - | - |
| All other compensation ($) | 135,000 | 148,500 | 90,000 |
| Total ($) | 135,000 | 148,500 | 90,000 |
- Structure: No base salary, bonus, equity grants, or option awards reported for 2022–2024; cash paid appears as consulting fees to a company controlled by a director, reflecting a contractor arrangement rather than payroll compensation .
Performance Compensation
- No NEO options or RSUs were granted in 2024; and no outstanding equity awards for Drescher at 12/31/2024 (Options/RSUs/PSUs: Nil) .
- Company states NEOs “are eligible to receive short term bonuses” aligned to annual individual and corporate goals; overall incentive philosophy emphasizes stock options for alignment, but no specific metric targets/weights/payouts are disclosed for Drescher in 2022–2024 .
Equity Ownership & Alignment
| Ownership Metric | 2024 | 2025 |
|---|---|---|
| Shares beneficially owned | 13,804,540 | 21,804,540 |
| Ownership % of outstanding shares | 15.10% | 23.85% |
| Options outstanding (year-end) | Expired unexercised July 21, 2023 (prior 630,000 @ CAD$0.35) | Nil |
| RSUs/PSUs outstanding (year-end) | Nil | Nil |
| Shares pledged as collateral | Company “has no knowledge of any arrangements, including any pledge… that may result in change in control” | |
| Ownership guidelines | Not disclosed |
- Alignment signals: Large and increasing common stock ownership (from ~15.1% to ~23.85%) indicates strong “skin-in-the-game,” with no outstanding equity awards that could create near-term forced selling on vesting .
Employment Terms
| Term | Provision |
|---|---|
| Employment contract | None (no employment agreement for Mr. Drescher) |
| Severance | None (no obligations for resignation/retirement/termination) |
| Change-of-control (CIC) | Omnibus Plan: Board discretion; automatic vesting of Awards if terminated within 12 months post-CIC (double-trigger acceleration); not applicable if no outstanding Awards; additional conditions for investor relations participants |
| Clawbacks | Not disclosed |
| Non-compete / Non-solicit / Garden leave | Not disclosed |
| Auto-renewal, post-termination consulting | Not disclosed |
Board Governance
- Service history: Director since 1994; also CFO and Corporate Secretary, i.e., dual role executive-director .
- Committee roles: Audit Committee member; audit committee financial expert; Audit Committee chaired by Ron Wages .
- Independence: Not independent due to officer role; NI 52-110 notes audit committee independence exception for Drescher .
- Board structure: Only Audit Committee exists; no Compensation/Nominating committee; independent directors collectively determine compensation .
- Executive sessions: Independent directors do not hold separate meetings without management .
- Director compensation: OVTZ does not pay directors (retainer/fees) and granted no equity to directors in 2023–2024 .
Director Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual retainer (cash) | Nil | Nil |
| Committee membership/chair fees | Nil | Nil |
| Meeting fees | Nil | Nil |
| Equity grants (DSU/RSU/stock) | Nil | Nil |
Related Party Transactions
| Item | 2023 | 2024 |
|---|---|---|
| Reimbursed SG&A paid on behalf of Company | $94,356 | $63,546 |
| Consulting fees accrued to a company controlled by a director | $148,500 | $90,000 |
| Advances from related parties (cumulative at year-end) | $137,475 | N/A |
| Accounts payable & accrued to related parties (year-end) | $137,475 (advances—not AP) | $343,362 AP/accrued |
- Governance: Board reviews related-party transactions for fairness and company interest .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Loss ($ thousands) | $1,609 | $589 | $326 |
| Value of $100 Investment (TSR proxy) | $14.80 | $34.48 | $14.17 |
| Revenue | None (development stage) | None | None |
- Commentary: Losses narrowed materially 2022→2024, but TSR remained negative and volatile; board states focus on non-financial performance measures and potential short-term bonuses, though no specific metrics disclosed for NEO payouts .
Compensation Structure Analysis
- Cash vs equity mix: 100% cash (consulting fees) in 2022–2024; no cash salary/bonus; no equity grants to Drescher .
- At-risk pay: Limited—no disclosed performance-based cash bonus payouts; no outstanding equity during 2024 .
- Committee/process: No compensation committee; independent directors oversee pay; say-on-pay advisory votes scheduled biennially (next in 2026), but approval percentages not disclosed .
Equity Incentive Plan Mechanics (Company-Level)
- Omnibus Plan (evergreen) authorizes Options and Share Units (RSUs/DSUs/PSUs) up to ~10% of outstanding shares; grants administered by the Board with minimum 1-year vesting for RSUs/DSUs/PSUs; CIC treatments include potential acceleration/double-trigger vesting on termination within 12 months post-CIC .
Say-on-Pay & Shareholder Feedback
- Advisory say-on-pay framework disclosed; vote frequency set to every two years; no historical approval percentages reported in 2024 proxy .
Expertise & Qualifications
- CPA/CMA (since 1981); extensive public company finance, audit oversight, and regulatory filing experience; designated audit committee financial expert .
- Industry experience spans technology/data protection (OVTZ/ComplyTrust), mining (ITHM, Xiana), and CPG (CENTR) .
Work History & Career Trajectory
- Long-tenured OVTZ executive-director since 1994; multi-company finance leadership; private consulting leadership roles (Westpoint; Harbour Pacific) .
Compensation Committee Analysis
- Committee composition: No formal compensation committee; independent directors collectively set compensation; no disclosure of independent consultant usage .
Risk Indicators & Red Flags
- Dual-role independence: CFO/Corporate Secretary serving on the board and Audit Committee, explicitly not independent under NI 52-110; audit committee includes a non-independent officer, which is an independence concern for oversight .
- No compensation committee; limited governance infrastructure (only Audit Committee) .
- Related-party consulting fees and reimbursements suggest dependence on insider funding/support; AP/accruals to related parties increased in 2024 .
- Negative TSR during 2022–2024 despite improving net loss; limited at-risk executive pay linkage disclosed .
- Insider trading policy exists, but independent directors do not hold separate meetings without management; potential governance gap in independent oversight .
Investment Implications
- Alignment: Large and increasing personal share ownership (~23.85% in 2025) indicates strong alignment and low vesting-driven sell pressure; however, lack of disclosed ownership guidelines and potential related-party financing introduce conflicts-of-interest risk to monitor .
- Retention risk: Compensation structured as consulting fees with no salary/bonus and no recent equity grants may reduce lock-in incentives; however, high personal ownership creates intrinsic retention/alignment .
- Governance: Dual executive-director role on the Audit Committee and absence of a compensation committee raise independence concerns; investors should weigh these governance risks when assessing execution quality .
- Change-of-control economics: Plan allows double-trigger acceleration, but with no outstanding awards for Drescher in 2024, CIC value transfer appears limited; monitor future grants under the evergreen plan .
Monitoring note: We attempted to retrieve Form 4 insider transactions for Anton J. Drescher to analyze recent selling pressure and vesting-related trades, but the insider-trades tool request failed (authorization error). Consider ongoing monitoring of SEC Section 16 filings for updated trading signals.