Phil Evershed
About Phil Evershed
Phil Evershed (age 64) has served as an independent director of Rumble Inc. since March 2025. He is Managing Partner at PointNorth Capital and previously held senior investment banking roles at Canaccord Genuity, Genuity Capital Markets, and CIBC, with earlier public sector experience as Chief of Staff to Canada’s Deputy Prime Minister and Minister of Privatization. He holds an MA in Economics (University of Toronto, 1985) and an Honours BA from Wilfrid Laurier University (1983) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PointNorth Capital | Managing Partner | 2015–Present | Advisory and investment management leadership |
| Canaccord Genuity | Global Head of Investment Banking | 2010–2015 | Led global IB functions |
| Genuity Capital Markets | Co‑Founder | 2005–2010 | Built and exited privately held investment bank |
| Canadian Imperial Bank of Commerce (CIBC) | Co‑Head of Investment Banking; Head of M&A | 1990–2005 | Led IB and M&A franchises |
| Government of Canada | Chief of Staff to Deputy PM & Minister of Privatization | Pre‑1990 | Policy, privatization execution |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verticalscope | Director | Jul 2022–Present | Cloud‑based digital community platform; board oversight |
| Iogen Corp. | Director | Jan 2024–Present | Biotechnology firm specializing in low‑carbon biofuels |
| Third Lane Mobility Inc. | Director | Ongoing | Consumer mobility company |
| Sirius XM Satellite Radio (Canada) | Chairman of the Board | Jun 2005–May 2023 | Chaired board of national broadcaster |
| Bird Global, Inc. (NYSE: BRDS) | Director | Mar 2023–Dec 2023 | Board service at e‑scooter company |
Board Governance
- Committee assignments: Audit Committee Chair; members include Evershed (Chair), Katie Biber, Jerry Naumoff, and Paul Cappuccio .
- Audit Expertise: Evershed is financially literate and qualifies as an “audit committee financial expert” under SEC rules .
- Independence: Board determined all directors except CEO Chris Pavlovski and director Ryan Milnes are independent; Evershed is independent .
- Board leadership: Controlled company with ~83% voting power held by CEO Chris Pavlovski; independent “lead director” (Jerry Naumoff) designated for executive sessions at least annually .
- Attendance and engagement: In FY2024, the Board met 21 times; Audit 10, Compensation 5, Nominating 3. Each director (serving in 2024) attended ≥75% of meetings; Evershed joined in March 2025 and is expected to attend the Annual Meeting .
- Audit Committee remit includes independent auditor oversight, related‑party transaction review, ICFR and disclosure controls oversight, and whistleblower procedures .
Fixed Compensation
| Component | Amount / Value | Vesting / Timing | Notes |
|---|---|---|---|
| Annual cash retainer | $50,000 | Annual | Directors may elect RSUs in lieu of cash |
| Annual equity retainer (RSUs) | $200,000 | Standard vesting | Granted to non‑employee directors |
| Additional new‑director equity retainer (RSUs) | $250,000 | Fully vests on Annual Meeting date | Applies to directors appointed after the 2024 Annual Meeting; 2025 Annual Meeting is June 12, 2025 |
| Audit Committee Chair fee | $20,000 | Annual | Committee chair retainer |
As a March 2025 appointee and Audit Chair, Evershed is eligible for the above elements per policy; actual grant details for 2025 are not itemized in the proxy.
Performance Compensation
- No performance‑based metrics (e.g., revenue growth, EBITDA, TSR, ESG goals) are disclosed for director compensation; director pay comprises cash and time‑based RSUs plus committee fees .
| Performance Metric | Tied to Director Compensation? | Detail |
|---|---|---|
| Revenue growth | No | Policy specifies cash/RSUs/committee fees; no performance metrics disclosed |
| EBITDA | No | Same as above |
| TSR percentile | No | Same as above |
| ESG goals | No | Same as above |
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlocks/Conflicts |
|---|---|---|---|
| Verticalscope | Digital communities | Director | Operates online platforms; no RUM‑specific transactions disclosed |
| Iogen Corp. | Biofuels | Director | Unrelated industry; no RUM transactions disclosed |
| Third Lane Mobility | Mobility | Director | Unrelated industry; no RUM transactions disclosed |
| Sirius XM Canada | Broadcasting | Chairman (past) | No current RUM ties disclosed |
| Bird Global (BRDS) | Micromobility | Director (past) | No RUM ties disclosed |
Related‑party transactions disclosed involve Cosmic (entities controlled by Pavlovski/Milnes) and Tether’s investment; none involve Evershed .
Expertise & Qualifications
- Financial and M&A expertise from senior roles at Canaccord, Genuity, and CIBC; recognized as audit committee financial expert .
- Public company board leadership (Chairman at Sirius XM Canada) and multiple directorships across tech and industrials .
- Public sector experience in privatization policy at the federal level in Canada .
- Education: MA in Economics (U. Toronto), Honours BA (Wilfrid Laurier) .
Equity Ownership
| Metric | As of | Value |
|---|---|---|
| Class A shares owned | Apr 10, 2025 | 0 |
| ExchangeCo shares owned (paired with Class C) | Apr 10, 2025 | 0 |
| Options exercisable within 60 days | Apr 10, 2025 | 0 |
| Total beneficially owned shares (Class A basis) | Apr 10, 2025 | 0; <1% of Class A |
| Class C or Class D voting shares | Apr 10, 2025 | None |
The beneficial ownership table shows no holdings for Evershed; his ownership is <1% of Class A and reflects no Class C/D voting shares .
Governance Assessment
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Strengths:
- Independent director with deep financial, capital markets, and M&A expertise; serves as Audit Chair and financial expert—supportive of robust financial oversight .
- Committee structure and charters are in place; Compensation Committee uses independent consultant (Mercer), with no conflicts identified .
- Lead independent director presides over executive sessions; board‑level governance guidelines adopted .
-
Risks / Red Flags:
- Controlled company status (CEO holds ~83% voting power) can dilute minority shareholder influence and reduce mandated independence thresholds .
- Insider trading policy does not prohibit hedging or pledging by directors and officers (subject to pre‑clearance), which can weaken alignment with long‑term shareholder outcomes if used—monitor for any hedging/pledging disclosures .
- Ownership alignment: Evershed reports no beneficial ownership as of April 10, 2025; while RSU grants may provide exposure, the absence of disclosed share ownership may reduce immediate “skin‑in‑the‑game” signaling .
-
Related‑party exposure:
- No related‑party transactions disclosed involving Evershed; Audit Committee oversees approval of any Item 404 transactions .
-
Attendance:
- FY2024 attendance thresholds were met by then‑serving directors; Evershed joined in 2025 and is expected to attend the Annual Meeting .
-
Compensation structure:
- Director compensation is primarily fixed cash plus time‑based RSUs; no performance‑linked metrics are disclosed for directors, minimizing pay‑for‑performance alignment at the board level .