Wade Oosterman
StagwellAbout Wade Oosterman
Wade Oosterman (age 64) has served on Stagwell Inc.’s Board since January 23, 2020 and is an independent director under Nasdaq rules. He is Chair of the Audit Committee and has been designated an “audit committee financial expert.” Oosterman is President & CEO of Peyden Inc., and formerly served as Vice Chairman of Bell Canada and President of Bell Media, with prior executive roles at TELUS and as co-founder of Clearnet Communications.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bell Canada (BCE) | Vice Chairman | 2018–Jan 2024 | Senior leadership across finance, operations, risk; branding oversight |
| Bell Media | President | Jan 2021–Jan 2024 | Led media operations at Canada’s largest media company |
| Bell Mobility | President | 2006–2018 | Led wireless division operations |
| Bell Residential Services | President | 2010–2018 | Directed residential services segment |
| TELUS Corp / TELUS Mobility | Chief Marketing & Brand Officer; EVP Sales & Marketing | Pre-2006 | Led marketing and sales strategy |
| Clearnet Communications | Co-founder; Director | 1987–sale to TELUS | Built and exited wireless operator |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Telephone and Data Systems (NYSE: TDS) | Director | May 23, 2019 | Active director; signatory on 2024 Form 10-K |
| Calix, Inc. (NYSE: CALX) | Director (Class II) | Aug 8, 2024 | Appointed; initial grant of 7,317 options; PR confirms appointment |
| EnStream | Director (prior) | — | Board role referenced in STGW proxy |
| Ingram Micro | Director (prior) | — | Listed in STGW proxy biography |
| Virgin Mobile Canada | Director (prior) | — | Listed in STGW proxy biography |
Board Governance
- Independence: The Board determined all nominees except the CEO (Mark Penn) are independent; Oosterman is independent.
- Committee roles: Audit Committee members are Wade Oosterman (Chair), Charlene Barshefsky, and Eli Samaha. Human Resources & Compensation Committee is chaired by Desirée Rogers (members: Bradley Gross, Irwin Simon). Nominating & Corporate Governance Committee is chaired by Rodney Slater (members: Desirée Rogers, Irwin Simon).
- Audit oversight: Audit Committee supervises financial statements, auditor engagement, internal controls, and risk oversight; Oosterman qualifies as an “audit committee financial expert.”
- Attendance: In 2024 the Board met 8 times; committees met Audit (7), HRC (6), Nominating (3); each incumbent director attended at least 75% of aggregate Board and relevant committee meetings; all directors attended the 2024 annual meeting.
- Executive sessions and leadership: Non‑employee directors meet in executive session with each regular Board meeting; Lead Independent Director is Irwin Simon.
- Cybersecurity oversight: Audit Committee receives quarterly cybersecurity risk and IT security control reports and incident updates.
Fixed Compensation
| Component (FY 2024) | Amount ($) | Notes |
|---|---|---|
| Board annual cash retainer | 70,000 | Policy-defined Board retainer |
| Audit Committee member retainer | 10,000 | Policy-defined member retainer |
| Audit Committee chair retainer | 20,000 | Policy-defined chair retainer |
| Total cash fees (Oosterman) | 100,000 | Reported fees earned in 2024 |
Performance Compensation
| Equity Award (FY 2024) | Grant Date | Shares/Units | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| RSUs (annual director grant) | Jun 12, 2024 | 22,762 | 150,002 | Vest in full on first anniversary, subject to service |
Performance metrics tied to director compensation:
- None disclosed for non-employee directors; RSU vesting is time-based (no TSR/financial/ESG metrics).
Plan-level governance safeguards (Third Amended & Restated 2016 Stock Incentive Plan):
- Minimum 1-year vesting for new awards; director RSUs vest from one annual meeting to the next, not sooner than 50 weeks.
- No automatic full vesting on change in control; requires termination without cause or resignation for good reason; performance awards adjust pro rata.
- No substitutions/repricings without shareholder approval; cash dividends prohibited on unvested awards (dividends deferred and forfeited if unvested shares forfeit).
Other Directorships & Interlocks
| Connection | Nature | Potential Interlock/Conflict Note |
|---|---|---|
| Goldman Sachs affiliate (Board member Bradley Gross) | Significant STGW shareholder; STGW provides services to Goldman entities | Related party transactions disclosed; no Oosterman involvement noted |
| Stagwell Group (controlled by Mark Penn) | Majority owner as of Dec 31, 2024 | Governance controls noted; not specific to Oosterman |
Expertise & Qualifications
- Designated audit committee financial expert with active supervision experience of principal financial officer/accounting functions.
- Extensive operational leadership across telecom/media and M&A (sell-side and buy-side), risk assessment, and mitigation.
- Public company board experience across telecom and technology.
Equity Ownership
| Holder | Shares Beneficially Owned (Apr 18, 2025) | Percent of Total | Notes |
|---|---|---|---|
| Wade Oosterman | 150,966 | * | Includes 22,762 unvested RSUs scheduled to vest on Jun 12, 2025 |
Insider Trades and Director Equity Actions
| Date | Security | Action | Quantity/Value | Source |
|---|---|---|---|---|
| Jun 12, 2024 | STGW RSUs | Annual director grant | 22,762 units; $150,002 grant-date fair value | |
| Aug 8, 2024 | CALX Options | Initial director option grant | 7,317 options; vest on earlier of 1-year or pre-2025 AGM | |
| Aug 12, 2024 | CALX | Form 3 initial filing | No securities beneficially owned (initial) |
Governance Assessment
- Positive signals: Independent director; Audit Committee Chair; designated financial expert; strong attendance; structured executive sessions with independent leadership; robust equity plan controls (no repricing, minimum vesting, no automatic CIC vesting).
- Alignment: Annual RSUs and beneficial ownership indicate skin-in-the-game, with clear vesting aligned to service; ability to elect cash fees in shares enhances alignment.
- Conflicts: No related party transactions disclosed involving Oosterman; related party items center on other insiders (CEO/Goldman/Leveton’s spouse), overseen by the Audit Committee under a formal policy.
- Workload considerations: Multiple current boards (STGW, TDS, CALX) imply time commitments; 2024 attendance thresholds met, mitigating overboarding concerns as disclosed.
RED FLAGS: None disclosed specific to Oosterman (no pledging, no related-party transactions, no attendance issues). Equity awards are time-based without performance gating, but plan-level safeguards reduce pay-risk and shareholder-unfriendly practices.