Fabrice Helliker
About Fabrice Helliker
Fabrice Helliker (age 57) is an independent director of Oculus VisionTech Inc. (OVTZ), serving on the board since 2020. He is a long-time executive and entrepreneur in data protection and compliance, currently leading a software engineering division for data protection automation and orchestration at Hitachi Vantara (joined in 2012 via Hitachi’s acquisition of Cofio Software, which he co‑founded). He previously co‑founded BakBone Software (formerly listed on the Toronto Exchange, later acquired by Quest Software) and advises ComplyTrust Inc. (formerly OCL Technologies Corp.) .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Hitachi Vantara | Head of software engineering division for data protection automation & orchestration | Joined 2012 (via acquisition) | Leads data protection automation initiatives |
| Cofio Software | Co‑founder | Not disclosed | Acquired by Hitachi Vantara in 2012 |
| BakBone Software (Toronto Exchange; later acquired by Quest) | Co‑founder | Not disclosed | Built data protection business to public listing; later acquired |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ComplyTrust Inc. (formerly OCL Technologies Corp.) | Advisor | Not disclosed | Advisory role; no related‑party transaction disclosed with OVTZ |
| Other reporting issuer directorships | N/A | — | Company discloses none for Helliker |
Board Governance
- Independence status: The Board determined that Fabrice Helliker is independent under NYSE American standards .
- Board/committee structure: The Audit Committee is the only standing committee; members are Anton J. Drescher (CFO), Maurice Loverso, and Ron Wages (Chair). Helliker is not listed as a member of the Audit Committee .
- Committee chair roles: None for Helliker (no chair positions disclosed for him) .
- Board size and composition: Six directors; four are independent (Helliker, Loverso, Perovic, Wages). CEO (Perkins) and CFO/Secretary (Drescher) are not independent .
- Meetings/attendance disclosure: In fiscal 2024, the Board held no informal meetings and acted by unanimous written consent seven times. Individual attendance rates were not provided . The Company conducts business via Board and Audit Committee resolutions; directors are encouraged to attend the annual meeting (two directors anticipated to attend 2025) .
- Executive sessions and position descriptions: Independent directors do not hold separate meetings without management. The Board has no written position descriptions for the Chair, committee chairs, or CEO at this stage .
- Compensation governance: No compensation committee; independent directors (including Helliker) collectively determine executive and director compensation .
RED FLAGS
- CFO (non‑independent) sits on the Audit Committee; while the committee includes independent members, this composition is atypical for U.S. practices and may weaken perceived independence of audit oversight .
- No compensation or nominating/governance committees; independent directors do not hold executive sessions separate from management .
Fixed Compensation
| Component | FY2024 Amount |
|---|---|
| Annual cash retainer | $0 (Nil) |
| Committee membership fees | $0 (Nil) |
| Committee chair fees | $0 (Nil) |
| Meeting fees | $0 (Nil) |
| Stock awards (RSUs/DSUs) – grant date FV | $0 (Nil) |
| Option awards – grant date FV | $0 (Nil) |
| All other compensation | $0 (Nil) |
| Total | $0 (Nil) |
- Policy context: “At present, we are not paying any compensation to the directors and senior management. We may in the future grant incentive stock options.” No compensation committee currently .
Performance Compensation
- Director equity/bonus awards: None for directors in FY2024 (all director compensation categories were Nil) .
- Omnibus Plan capacity (board‑administered): Options up to 10% of outstanding shares and RSU/DSU/PSU pool of 9,142,257 shares; evergreen features and per‑participant limits disclosed. No plan awards to directors disclosed for FY2024 .
- Grant timing controls: Board practice not to grant awards while in possession of MNPI; waits at least two full business days post‑disclosure .
| Metric Type | Metrics/Terms | FY2024 Application to Helliker |
|---|---|---|
| Equity metrics (PSUs) | Board may set performance criteria; 1‑year minimum vesting; limited acceleration provisions | No director awards disclosed |
| Time‑based RSUs/DSUs | Board discretion; 1‑year minimum vesting; settlement in shares or other forms | No director awards disclosed |
| Cash incentive metrics | Not applicable for directors in FY2024 | None |
Other Directorships & Interlocks
| Director | Other reporting issuer directorships |
|---|---|
| Fabrice Helliker | N/A (none disclosed) |
- Director interlocks/insider participation: All board members participated in NEO compensation deliberations in FY2024 due to absence of a compensation committee .
Expertise & Qualifications
- Data protection and compliance domain expertise; software engineering leadership at scale (Hitachi Vantara) .
- Entrepreneurial track record in storage/backup software (co‑founder of Cofio and BakBone; the latter previously public) .
- Advisory role in compliance technology (ComplyTrust) .
Equity Ownership
| Holder | Form of Ownership | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|---|
| Fabrice Helliker | Indirect via 14D9OCL LLC (Helliker 20% ownership interest) | 325,000 | <1% | As of Aug 25, 2025; 91,422,569 shares outstanding |
- Hedging/pledging: Company Share Trading Policy prohibits short‑term trading, short sales, options/derivatives, hedging/monetization transactions, margin purchases, and pledging of company securities; standing orders >72 hours also discouraged .
- Section 16 compliance: Company reports directors and officers complied with Section 16(a) filing requirements for FY2024 .
Related Party & Conflicts
- Company‑level related‑party balances: Accounts payable and accrued expenses to related parties totaled $343,362 as of Dec 31, 2024; related parties were reimbursed advances of ($63,546) during 2024. No person‑specific breakdown naming Helliker is provided .
- Conflicts statement: Company discloses no known existing or potential conflicts among directors/officers beyond possible overlaps from outside company roles; no indebtedness of directors/officers disclosed .
Insider Trading & Compliance
- Policy adoption: Share Trading Policy adopted June 30, 2024; establishes blackout periods, pre‑clearance via Information Officer, and strict prohibitions on trading while in possession of MNPI .
- Enforcement: Policy outlines penalties and regulatory consequences in Canada and the U.S.; Company may discipline and report violations .
Governance Assessment
- Strengths: Independent status; relevant industry expertise in data protection/compliance; ownership alignment via beneficial holdings (albeit <1%); robust share trading policy prohibiting hedging/pledging and mandating blackouts .
- Structural constraints: Only one standing committee (Audit); no compensation or nominating/governance committees; independent directors do not hold executive sessions; absence of written position descriptions at this stage .
- Red flags for investor confidence: CFO serves on the Audit Committee (and is designated the audit committee financial expert), which weakens perceived audit independence; directors currently receive no compensation, and compensation oversight resides with the full board rather than an independent committee .
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