Rowland Perkins
About Rowland Perkins
Rowland Perkins is President, Chief Executive Officer and Director of Oculus Inc. (OVTZ). He is 72 and has served on the board and as CEO since 2005; he holds a degree in Economics from the University of Manitoba . The company reported no revenue from continuing operations during the periods presented; net losses improved from approximately $1.609 million (2022) to $0.59 million (2023) to $0.33 million (2024) . Total shareholder return was negative over 2022–2024, with the value of an initial fixed $100 investment at $14.80 (2022), $34.48 (2023), and $14.17 (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ebackup Inc. (private) | President & CEO | 2001–2015 | Digital cloud data services; backup and business continuity offerings |
| Corvus Gold Inc. | Director | 2010–2021 | Board oversight at public mining company |
| Xiana Mining Inc. (TSXV) | Director | 2011–2018 | Board role at mineral exploration company |
| International Tower Hill Mines Ltd. | Director | 2005–2010 | Board role at NYSE American/TSX-listed mining company |
| Blue Rhino Capital Corp. | Director | 2020–2021 | Board role at TSXV-listed company |
| Lamaska Capital Corp. | Director | 2020–2021 | Board role at TSXV-listed company |
External Roles
| Category | Details |
|---|---|
| Current public company boards | None listed for Perkins in current disclosures |
| Prior public boards | Corvus Gold Inc. (2010–2021); Xiana Mining Inc. (2011–2018); International Tower Hill Mines Ltd. (2005–2010); Blue Rhino Capital Corp. (2020–2021); Lamaska Capital Corp. (2020–2021) |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | – | – | – |
| Bonus ($) | – | – | – |
| Stock awards ($) | SCT total $5,883 | SCT total $180 | SCT total $0 |
| Option awards ($) | – | – | – |
| All other compensation ($) | – | – | – |
| Total ($) | SCT total $5,883 | SCT total $180 | SCT total $0 |
Notes:
- In the Summary Compensation Tables for 2023–2024, all line items for Perkins are shown as “-” or Nil; SCT totals for prior years appear in the “Pay versus Performance” table .
- No cash compensation was paid to the CEO in fiscal 2023 and 2024 .
Performance Compensation
- The Board states NEOs are eligible for short-term bonuses tied to defined annual individual and corporate goals and uses stock options to align incentives, but it disclosed no specific metric weightings, targets, or payouts for Perkins; no options were granted to NEOs in 2024 and no CEO bonuses were paid in 2023–2024 .
- “Compensation Actually Paid” to the PEO (Perkins) was Nil in 2022, 2023, and 2024 under SEC Item 402(v) .
| Pay vs Performance (PEO) | 2022 | 2023 | 2024 |
|---|---|---|---|
| SCT Total ($) | $5,883 | $180 | $0 |
| Compensation Actually Paid ($) | $0 | $0 | $0 |
| Value of $100 investment (TSR) | $14.80 | $34.48 | $14.17 |
| Net Loss ($000s) | $1,609 | $589 | $326 |
Equity Ownership & Alignment
Ownership
| As-of Date | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Aug 9, 2024 | 8,600,000 | 9.41% |
| Aug 25, 2025 | 600,000 | 0.66% |
Options and Awards
| Period End | Options (Exercisable) | Strike (CAD) | Expiration | RSUs/PSUs Unvested |
|---|---|---|---|---|
| Dec 31, 2023 | 210,000 | 0.35 | Jul 21, 2023 (expired unexercised) | N/A |
| Dec 31, 2024 | Nil | N/A | N/A | N/A |
Additional alignment policies:
- Insider Trading/Share Trading Policy adopted June 30, 2024; strict compliance required around undisclosed material information .
- Company reports no known arrangements “including any pledge” of securities that could result in a change in control; no pledging disclosures for Perkins .
- Stock ownership guidelines and hedging policies are not disclosed in the proxies; no director retainers or equity compensation were paid for board service in 2024–2025 .
Employment Terms
| Term | Disclosure |
|---|---|
| Employment start date | Director, President and CEO since 2005 |
| Employment agreement | No employment contract with Perkins |
| Severance | No obligation to provide compensation upon resignation, retirement, termination, change in control, or change in responsibilities |
| Change-of-control (awards) | Under Omnibus Plan, awards may accelerate on termination within 12 months post-change-of-control at Board discretion; double-trigger applies to acceleration upon termination within 12 months |
| Non-compete/Non-solicit | Not disclosed |
| Clawback | Not disclosed |
| Pension/SERP | None |
Board Governance
- Board service history: Perkins has served as Director since 2005 and is not independent given dual CEO role . The board comprises six directors; four are independent (Helliker, Loverso, Perovic, Wages) . The only standing committee is Audit; Ron Wages chairs the Audit Committee; CFO Anton J. Drescher is an Audit Committee member and “financial expert,” though not independent under NI 52-110 .
- Meeting cadence: In fiscal 2024, the Board held no informal meetings and acted by unanimous written consent seven times; in fiscal 2023, unanimous written consent on five occasions .
- Independence concerns: No compensation committee; independent directors review compensation, but CFO sits on Audit Committee and there are no separate executive sessions of independent directors without management present per corporate governance disclosure .
Director Compensation
| Name | Fees Earned ($) | Stock Awards ($) | Option Awards ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|
| All Directors (FY 2024) | Nil | – | – | – | Nil |
| All Directors (FY 2025) | Nil | – | – | – | Nil |
Other Directorships & Interlocks
| Director | Current Other Reporting Issuers | Notes |
|---|---|---|
| Rowland Perkins | N/A | None listed in current disclosure |
Related party transactions in recent years include reimbursements and consulting fees to entities related to directors (e.g., $90,000 consulting fees accrued to a company controlled by a director in 2024; $148,500 in 2023), highlighting potential governance scrutiny areas despite board review of fairness .
Compensation Structure Analysis
- Shift in compensation: CEO compensation has effectively been Nil for 2022–2024; no bonuses and no option grants in 2023–2024, suggesting highly variable, equity-oriented pay historically but practically no current pay .
- Options: Prior options expired unexercised in July 2023; no repricing disclosed; no outstanding awards for Perkins at 2024 year-end .
- Evergreen Omnibus Plan: Authorizes up to 10% of outstanding shares for options and 9,142,257 share units; plan is evergreen, enabling future equity issuance and potential dilution; minimum one-year vesting for RSUs/DSUs/PSUs .
Say-on-Pay & Shareholder Feedback
- A non-binding say-on-pay vote was held in 2024; board plans biennial say-on-pay with next vote expected in 2026. Results and approval percentages are not disclosed in the proxy .
Risk Indicators & Red Flags
- Legal proceedings: None disclosed involving Perkins; company reports no legal proceedings adverse to directors/officers .
- Governance structure: Absence of compensation committee, CFO participation on Audit Committee, and lack of independent director executive sessions may raise independence concerns .
- Ownership decline: Perkins’ beneficial ownership declined sharply from 9.41% (Aug 2024) to 0.66% (Aug 2025), which may signal changes in control dynamics or liquidity events requiring further diligence .
- Related party transactions: Ongoing reimbursements and consulting fees to director-related entities warrant monitoring for alignment and fairness .
- Corporate actions: 2025 proposal to effect a 1-for-2 to 1-for-10 reverse split to increase per-share trading price can affect liquidity, odd-lot creation, and market perception; board notes potential risks and benefits .
Investment Implications
- Alignment: CEO’s “Compensation Actually Paid” was Nil across 2022–2024, with no salary or bonus in 2023–2024; options expired and no new awards were granted, implying low near-term insider selling pressure but also limited incentive-based compensation tied to performance .
- Retention risk: Lack of employment agreement, severance, or change-in-control cash protections for Perkins could pose retention and succession risk if capital and revenue growth do not materialize .
- Governance quality: No compensation committee and CFO on Audit Committee reduce governance independence; investors may discount until committee structures mature and independent oversight strengthens .
- Ownership signal: The drop in Perkins’ stake from 9.41% (2024) to 0.66% (2025) is material and should be investigated (e.g., transactions, cancellations, corporate actions) for potential control and signaling effects .
- Trading signals: Pending reverse split authorization could lift nominal share price but may reduce liquidity and increase odd-lots; historically reverse splits carry mixed market outcomes, so monitor execution, post-split liquidity, and capital strategy .