Mahes Wickramasinghe
About Mahes S. Wickramasinghe
Mahes S. Wickramasinghe is an independent director of SunOpta Inc. (STKL), age 67, serving since 2021. He chairs the Audit Committee and sits on the Compensation Committee, and is designated an “audit committee financial expert.” He currently serves as President, Group Operations at Rogers Communications (since 2022). Professional memberships include AICPA (US), CIMA Fellow (UK), and Institute of Chartered Accountants (Sri Lanka). Location: Ontario, Canada .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rogers Communications, Inc. | President, Group Operations | 2022–Present | Oversees customer operations/experience, strategic growth, strategy, corp dev, supply chain/procurement, performance mgmt, corporate security, sustainability |
| Canadian Tire Corporation | CEO, Canadian Tire Bank; EVP & Chief Corporate Officer; Chief Strategy Officer | 2014–2021 | Led enterprise risk; senior operating and strategy leadership |
| Bell Canada Enterprises | Led Audit and Risk Management | Not disclosed | Enterprise risk and governance experience |
| CIBC | VP Internal Audit; Chief Security Officer; CFO/CAO roles in electronic/retail bank | Not disclosed | Internal audit, security, finance leadership |
External Roles
| Organization | Role | Public Company? | Tenure |
|---|---|---|---|
| Rogers Communications, Inc. | President, Group Operations | Yes (TSX/NYSE: RCI) – employment role, not a directorship | 2022–Present |
| Other public or Canadian listed company directorships | — | None disclosed | — |
Board Governance
- Independence: The Board determined Wickramasinghe is independent under NASDAQ, TSX, SEC, and CSA rules; 7 of 8 directors are independent if all nominees are elected .
- Committees: Audit Committee Chair; Compensation Committee member; designated as an “audit committee financial expert.” Audit Committee members are independent and financially literate .
- Attendance and engagement (FY2024): Board met 9 times; each incumbent director attended ≥78% of Board meetings. Audit Committee members attended ≥71% of committee meetings; Compensation Committee members attended 100% during their service period. All directors attended at least 75% in aggregate; all attended the 2024 AGM virtually .
- Audit Committee cadence: Met formally seven times in FY2024 .
- Executive sessions: Independent directors meet without management at regularly scheduled in-person Board meetings .
Fixed Compensation (Director)
| Item (FY2024 unless noted) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $93,200 |
| Stock Awards (Annual RSUs) | $110,000 (12-month vest) |
| Total (Cash + Equity) | $203,200 |
| Elected stock in lieu of a portion of cash retainers | $46,375 (included in total) |
| Director compensation schedule (effective May 2024) | $70,000 annual retainer; +$20,000 Audit Chair; +$8,000 Audit member; +$5,000 other committees; RSUs valued at $110,000 (12-month vest) |
Notes:
- Non-employee directors may elect to receive stock in lieu of 50–100% of cash compensation and may defer equity under the Non-Employee Director Stock Deferral Plan .
- Director pay is structured to be competitive without compromising independence .
Performance Compensation (Director)
- Directors receive time-based RSUs (12-month vest); no performance-conditioned director equity. Annual RSUs valued at $110,000; vesting is service-based, not metric-based .
- Company-wide clawback policy exists for incentive-based pay in case of financial restatement; meets or exceeds regulatory standards. Double-trigger change-in-control is standard for executive plans; directors’ equity is granted under the Amended 2013 Plan (no option repricing; typical vesting practices) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Private/non-profit boards | Not disclosed |
| Interlocks/conflicts | No material related-party transactions by any informed person/director since start of last fiscal year; none currently proposed |
| Independence/Conflicts process | Audit Committee reviews and approves related-party transactions to ensure alignment with Company’s best interests |
Expertise & Qualifications
- Financial expertise: Designated “audit committee financial expert”; deep internal audit, risk, and finance background (CIBC, BCE). Professional memberships include AICPA (US), CIMA Fellow (UK), and ICA (Sri Lanka) .
- Risk, operations, and strategy: Enterprise risk leadership; broad operating remit at Rogers; senior roles across operations, technology, finance, and data .
- Board skills matrix coverage: Accounting/Finance, Risk Management, Senior Leadership, Strategic Planning/Operations (per Board skills framework) .
Equity Ownership
| Ownership Item (as of Mar 27, 2025) | Amount |
|---|---|
| Common Shares beneficially owned | 23,291 |
| Vested Options | 0 |
| Vested RSUs/PSUs (includes those vesting within 60 days and deferred director RSUs) | 15,283 |
| Total (Common + Vested derivatives) | 38,574 |
| Ownership as % of outstanding shares | <1% (asterisk denotes less than 1%) |
| Hedging/Pledging | Company policy prohibits hedging (and prohibits hedging/pledging for executives/directors in compensation practices). Company not aware of any hedging; no pledging disclosed |
| Director stock ownership guideline | 5x annual cash retainer; 5-year transition period |
| Compliance status (Board-level) | As of Mar 27, 2025, 4 of 7 independent directors meet guidelines; 3 are within transition. Individual status not disclosed |
Governance Assessment
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Strengths and signals of confidence:
- Independent director with deep risk/audit credentials and designated “audit committee financial expert,” chairing an all-independent Audit Committee that met seven times in 2024—supports robust financial reporting oversight .
- Compensation Committee membership with 100% committee attendance by all members in 2024—indicates strong engagement in pay governance during the period .
- No material related-party transactions; independence affirmed; policy framework includes stringent insider ownership guidelines, anti-hedging/pledging, and a formal clawback—favorable for alignment and risk control .
- Elected to take a portion of cash retainers in stock ($46,375), increasing alignment with shareholders .
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Watch items:
- Audit Committee attendance across members was ≥71% (not 100%); Board-level attendance ≥78%. While within policy and thresholds, not perfect attendance on Audit warrants continued monitoring given his Chair role .
- Individual ownership guideline compliance not disclosed; Board-level disclosure indicates some independents still within the 5-year transition window—monitor progress to guideline for all directors .
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Overall view: Wickramasinghe’s credentials and roles (Audit Chair, Compensation member, financial expert) and lack of conflicts point to strong board effectiveness. The mix of director pay (cash + time-based RSUs) and election to receive some cash fees in shares further supports alignment, with governance policies (clawback, anti-hedging/pledging, RPT review) reinforcing investor confidence .