Paul Baron
About Paul Baron
Independent director of Pineapple Financial Inc. (PAPL) since August 19, 2016; age 61 as of the 2025 annual meeting record date. Veteran real estate executive and owner of Century 21 Leading Edge Realty, with over 30 years of residential and commercial brokerage experience; currently serves as Central Brokerage Director on the Toronto Real Estate Board (TREB). Member of PAPL’s Audit, Compensation, and Nominating & Corporate Governance Committees; the Board has affirmatively determined he is independent under NYSE American rules and Rule 10A-3 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Family Trust Realty | Sales Representative | Not disclosed | Sold 37 homes in first year (early career performance signal) |
| Century 21 Leading Edge Realty Inc. | President/Owner | Since Nov 1994 | Built a brokerage with 9 offices, 6 satellite offices, and 800+ agents/employees |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Century 21 Leading Edge Realty | Owner/President | Since Nov 1994 | Private company; large, multi-office brokerage |
| Toronto Real Estate Board (TREB) | Central Brokerage Director (Board of Directors) | Current (date not disclosed) | Industry governance role |
Board Governance
- Independence: Board determined Paul Baron is an independent director (and independent for audit/compensation committee purposes under NYSE American and Rule 10A-3) .
- Committees (current/most recent proxy):
- Audit Committee: Member; committee chaired by Drew Green (Board states all members are independent) .
- Compensation Committee: Member; committee comprised of independent directors .
- Nominating & Corporate Governance Committee: Member; committee comprised of independent directors .
- Board structure and cadence: Board intends to meet at least quarterly; directors conduct oversight with and without management present .
- Attendance: Not disclosed in proxy .
Fixed Compensation
| Component | Amount/Terms | Period |
|---|---|---|
| Annual cash retainer (non-employee director) | None disclosed for directors generally; company states it has not compensated directors for board service to date | FY2023–FY2024 |
| Meeting fees | Not disclosed | — |
| Committee membership/chair fees | Not disclosed | — |
| Other director fees (context) | Drew Green received $7,887 per month; Kia (Nima) Besharat $3,943 per month until Feb 2022 | Disclosed for transparency; not applicable to Paul Baron |
Company disclosure explicitly states it has not compensated directors for board service (other than the disclosed monthly fees to specific individuals noted above). No director stock ownership guidelines or meeting fee schedules are disclosed .
Performance Compensation
| Instrument | Quantity | Strike/Price | Grant/Status | Vesting/Expiration |
|---|---|---|---|---|
| Stock options | 10,214 | $3.60 | Outstanding as of FY2023 and FY2024 | Expires June 14, 2026 |
| RSUs | 2,523 | Nil exercise price | Became issuable as of July 16, 2025 | Vesting/other terms not disclosed |
| Stock options | 2,500 | $1.30 | Outstanding as of Sept 2025 record | Expiration not disclosed |
| Stock options | 511 | $72.00 | Outstanding as of Sept 2025 record | Expiration not disclosed |
Plan context: The company’s stock option plan was approved June 14, 2021; 565,689 options outstanding at the time of the FY2024 proxy; options historically granted to directors/NEOs with no other compensation securities indicated; no option exercises by directors during FY2023–FY2024 .
Other Directorships & Interlocks
| Company | Role | Public/Private | Potential Interlock/Relationship |
|---|---|---|---|
| Century 21 Leading Edge Realty | Owner/President | Private | Real estate brokerage; industry-adjacent to PAPL’s mortgage brokerage business |
| TREB (Toronto Real Estate Board) | Central Brokerage Director | Non-profit/industry | Industry network role |
No other public company directorships for Paul Baron are disclosed in PAPL’s proxy materials .
Expertise & Qualifications
- Real estate brokerage operations and scaling (multi-office, large agent network) .
- Audit Committee financial literacy: Board states all audit committee members can read and understand fundamental financial statements (applies to Baron as a member) .
- Corporate governance exposure via Nominating & Corporate Governance Committee .
Equity Ownership
| Record Date (Doc) | Beneficial Ownership (shares) | % of Outstanding | Key Components |
|---|---|---|---|
| Feb 2, 2024 (DEF 14A) | 74,317 | 1.0% (7,181,984 SO) | Includes 10,214 options @ $3.60 |
| Jan 17, 2025 (DEF 14A) | 74,317 | 0.84% (8,808,025 SO) | Includes 10,214 options @ $3.60 |
| May 27, 2025 (DEF 14A) | 72,317 | 0.36% (20,092,020 SO) | Includes 10,214 options @ $3.60 |
| Sept 30, 2025 (Special DEF 14A) | 8,739 | 0.65% (1,345,941 SO) | 3,205 common; 511 options @$72; 2,500 options @$1.30; 2,523 RSUs (issuable 7/16/2025) |
Pledging/hedging: Not disclosed in proxy materials. Section 16(a) compliance for insiders reported as timely .
Related-Party Transactions and Conflicts
- Transactions: Company reports no related-person transactions meeting disclosure thresholds in FY2023 and FY2024 .
- Voting agreements: As part of a 2025 Securities Purchase Agreement, all directors (including Paul Baron) agreed to vote in favor of the specified proposals at a special meeting (supporting share issuance and charter amendment) .
- Overlapping industry roles: Baron’s ownership of a large real estate brokerage (Century 21 Leading Edge) is industry-adjacent to PAPL’s mortgage brokerage operations; no related-party transactions are disclosed .
Say-on-Pay & Shareholder Feedback
- Say-on-pay and say-on-frequency proposals included in 2024 proxy; voting results not included in documents reviewed .
Governance Assessment
-
Strengths
- Independent director; serves on all key board committees (Audit, Compensation, Nominating & Governance); audit committee states financial literacy across members .
- No board retainers/fees paid to Baron; ownership via options/RSUs creates some alignment; no related-party transactions disclosed in FY2023–FY2024 .
- Transparent disclosure of beneficial ownership and instrument details, including strikes/issuability .
-
Watch items
- Industry overlap: Ownership of a major real estate brokerage may present perceived conflicts in an adjacent industry; company reports no related transactions, but monitoring is prudent .
- Compensation structure evolution: Introduction of RSUs in 2025 (nil exercise price, issuable July 16, 2025) shifts mix from solely options to time/condition-based equity; investors may evaluate whether performance conditions apply to director equity .
- Committee leadership: Audit Committee chaired by the Board Chair (Drew Green), though Board deems him independent; governance-sensitive investors may prefer an audit chair without concurrent board chair role, even if independence criteria are met .
-
Not disclosed (absence of data)
- Director attendance rates; lead independent director designation; executive session frequency; director stock ownership guidelines; clawback/change-in-control terms for directors .
Legal/Compliance: No director legal proceedings reported; Section 16(a) filing compliance represented as timely .
Notes on Data Sources
- All role, committee, independence, compensation, ownership, and transaction disclosures are drawn from PAPL’s DEF 14A proxy statements and the September 2025 special meeting proxy .