Maurice Loverso
About Maurice Loverso
Independent director of Oculus Inc. (OVTZ) since May 2003; age 64 as of August 19, 2025 (age 63 as of August 2, 2024). Background includes financial consulting for small-cap public and private companies as President of 3336298 Canada Inc. since 1996 and director of Group Intercapital Inc. since 1996. Serves on the Audit Committee; classified as independent under NYSE American standards, but not “financially literate” under NI 52‑110, with Anton J. Drescher designated as audit committee financial expert and Ron Wages as Audit Committee Chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oculus Inc. (OVTZ) | Independent Director | Since 2003 | Audit Committee member; Board classified him as independent under NYSE American |
| 3336298 Canada Inc. | President | Since 1996 | Financial consulting to small-cap public and private companies |
| Group Intercapital Inc. | Director | Since 1996 | Financial advice to small-cap venture capital firm |
External Roles
| Category | Company/Institution | Position | Public Company Status |
|---|---|---|---|
| Reporting Issuer Directorships | N/A | — | No other reporting issuer directorships listed for Loverso |
| Private/Other | 3336298 Canada Inc. | President | Private |
| Private/Other | Group Intercapital Inc. | Director | Private |
Board Governance
- Independence: Board determined Loverso (and Helliker, Perovic, Wages) are independent; Perkins (CEO) and Drescher (CFO/Corporate Secretary) are not .
- Committee assignments: Audit Committee member; Audit Committee consists of Drescher, Loverso, and Wages (Chair). Audit Committee met informally by telephone during FY2024; operates under a written charter attached to the proxy .
- Financial literacy: Board disclosed Loverso does not meet NI 52‑110 “financially literate” criteria; Drescher and Wages are financially literate, with Drescher as audit committee financial expert .
- Board activity/attendance: Board conducted business by Director and Audit Committee Resolutions; in FY2024 took action by unanimous written consent on seven occasions; anticipated two directors to attend the 2025 annual meeting. In FY2023, five unanimous written consents; anticipated two directors to attend the 2024 annual meeting .
- Insider trading policy: Share Trading Policy adopted June 30, 2024; prescribes trading rules when in possession of material nonpublic information .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Annual cash retainer ($) | Nil | Nil |
| Committee membership fees ($) | Nil | Nil |
| Committee chair fees ($) | Nil | Nil |
| Meeting fees ($) | Nil | Nil |
| Director equity grants (shares or $) | Nil | Nil |
The company disclosed that it does not currently provide any compensation to directors in their capacity as such, and none received compensation in any form in the most recent fiscal years .
Performance Compensation
| Element | FY 2023 | FY 2024 |
|---|---|---|
| RSUs/PSUs granted to directors (#/$) | None disclosed | None disclosed |
| Options granted to directors (#) | None disclosed | None disclosed |
| Performance metrics tied to director pay | Not applicable; no director compensation program disclosed |
Omnibus Equity Incentive Compensation Plan exists and was approved/continued by shareholders (RSUs/DSUs/PSUs and options authorized), but the company disclosed no director grants for FY2023–FY2024. The plan is administered by the Board, “evergreen,” with caps at 10% of outstanding shares for options/share units, and standard change‑of‑control provisions including potential acceleration at Board discretion .
Other Directorships & Interlocks
| Director | Other Reporting Issuers | Notes |
|---|---|---|
| Maurice Loverso | N/A | No other reporting issuer directorships listed; reduces potential external interlocks with customers/suppliers |
Expertise & Qualifications
- Financial consulting experience via 3336298 Canada Inc. and Group Intercapital Inc. since 1996 .
- Audit Committee service; however, not “financially literate” per NI 52‑110 (Canadian Securities Administrators) .
- Board has not adopted formal orientation/continuing education policies; directors encouraged to stay current via management/auditors/consultants .
Equity Ownership
| Metric | As of Aug 9, 2024 | As of Aug 25, 2025 |
|---|---|---|
| Shares beneficially owned (#) | Nil | Nil |
| Ownership (% of outstanding) | <1% (denoted “*”) | N/A (table lists “Nil”, percentage not applicable) |
Beneficial ownership calculations based on 91,422,569 common shares outstanding on the respective record dates .
Shareholder Support and Engagement
| Metric | 2024 Annual Meeting (Sep 30, 2024) | 2025 Annual Meeting (Oct 15, 2025) |
|---|---|---|
| Votes For – Loverso (#, %) | 47,620,029; 99.07% | 38,733,587; 97.87% |
| Votes Withheld – Loverso (#, %) | 449,084; 0.93% | 842,083; 2.13% |
| Quorum (% of outstanding) | 60.13% of 91,422,569 shares | 50.24% of 91,422,569 shares |
| Say‑on‑Pay result (For %) | 99.17% For (47,673,788 For; 315,765 Against; 79,560 Abstain) | |
| Equity Plan continuation (For %) | 98.73% For (47,457,787 For) | 97.50% For (38,586,330 For) |
Governance Assessment
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Strengths:
- High shareholder support for Loverso’s election in 2024–2025 and strong say‑on‑pay approval in 2024 signal investor confidence in board oversight and compensation philosophy .
- Independence affirmed; presence of an audit committee financial expert (Drescher) and experienced chair (Wages) supports audit oversight framework .
- Formal Audit Committee Charter and Share Trading Policy; consistent auditor appointment and transparency of fees .
-
Concerns/RED FLAGS:
- Audit Committee composition includes Loverso, who is explicitly disclosed as not “financially literate” under NI 52‑110, raising questions on committee effectiveness despite other members’ literacy and expert designation .
- Skin‑in‑the‑game: Loverso reported Nil share ownership in both 2024 and 2025 beneficial ownership tables; absence of ownership guidelines disclosure further weakens alignment signals for directors .
- Director compensation structure: company reports no director compensation (cash or equity), which avoids pay misalignment but may impair incentives for engagement and accountability at board level in a development‑stage context .
- Related‑party transactions: company reimbursed related parties and accrued consulting fees to a company controlled by a director ($148,500 in 2023; $90,000 in 2024). While not attributed to Loverso, presence of such transactions warrants ongoing scrutiny for conflicts and approval controls .
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Other notes:
- Board operations rely heavily on written consents and informal meetings; limited disclosure on individual director attendance metrics; anticipated low in‑person attendance at annual meetings (two directors) may reflect resource constraints but reduces observable engagement .
- Equity plan remains available for future awards (including directors), with change‑of‑control discretion and potential acceleration—monitor future grants to directors for alignment and dilution impact .
Overall, Loverso’s long tenure and independence are positives, but zero ownership and non‑financial literacy on an audit committee present governance quality concerns. Continued high election support mitigates immediate investor confidence risk; monitor future committee composition, director ownership, and any related‑party transactions.