Bret Fausett
About Bret Fausett
Chief Legal Officer and Vice President, Regulatory Affairs at Tucows (TCX), senior management since 2017; educational credentials include a J.D. from Vanderbilt University Law School and a B.A. from the University of Southern California Tucows’ shareholder return and profitability over Bret’s tenure have been mixed: cumulative TSR value-of-$100 was $28 in 2024, $44 in 2023, and $55 in 2022, with Adjusted EBITDA of $34.9M (2024), $15.5M (2023), and $37.6M (2022) and net income of $(109.9)M in 2024 and $(96.2)M in 2023 . Bret is an Internet law veteran, previously General Counsel at Uniregistry and an ICANN At‑Large Advisory Committee member (1998–2008), underscoring deep domain/registry expertise for Tucows’ core businesses .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Uniregistry | General Counsel | ~6 years (prior to TCX) | Led legal, compliance and registry policy at a major domain registry, directly relevant to Tucows’ Domains operations |
| ICANN | At‑Large Advisory Committee (ALAC) member | 1998–2008 | Shaped global DNS/Internet governance; enhances regulatory navigation for Domains/Wavelo |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| ICANN | ALAC member | 1998–2008 | Advisory body representing individual Internet users |
| Publications (New Architect, Web Techniques, SF/LA Daily Journal) | Author | Various | Internet law thought leadership |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary (USD) | $317,655 | $350,000 | $350,000 |
| Target Bonus (USD) | $120,578 | $158,828 | $210,000 |
| Actual Non‑Equity Incentive Paid (USD) | $120,578 | $167,290 | $186,900 (incl. $101,457 paid Mar’25) |
Bonus basis/weighting:
- FY 2024: 50% Ting targets, 25% Wavelo, 25% Domains
- FY 2023: 50% Ting, 15% Wavelo, 35% Domains
- FY 2025: Target bonus $210,000; 50% Ting, 25% Wavelo, 25% Domains
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual cash incentive (FY 2024) | Balanced scorecard (Ting/Wavelo/Domains) | $210,000 | Company-wide goals partially achieved | $186,900 | Cash (semi-annual payments, with portion paid Mar’25) |
| Annual cash incentive (FY 2023) | Balanced scorecard (Ting/Wavelo/Domains) | $158,828 | No overachievement payable | $167,290 | Cash (semi-annual; FY23 included partial stock in lieu) |
Stock option awards (Company – Tudows Inc.):
| Grant date | Shares | Exercise Price | Grant‑date Fair Value | Vesting |
|---|---|---|---|---|
| 9/3/2024 | 10,000 | $20.25 | $92,377 | 4 years; first anniversary, then 25% annually |
| 6/17/2024 | 3,500 | $20.59 | $32,921 | 4 years; first anniversary, then 25% annually |
| 6/29/2023 | 3,500 | $26.78 | $39,070 | 4 years; first anniversary, then 25% annually |
| 6/17/2022 | 5,000 | $41.97 | $73,781 | 4 years; first anniversary, then 25% annually |
Subsidiary options (aligning incentives to business units):
| Subsidiary | Grant date | Shares | Exercise Price | Grant‑date Fair Value | Vesting |
|---|---|---|---|---|---|
| Wavelo | 11/9/2022 | 150,000 | $1.27 | $73,164 | 3 years; initial 25% within three months, then monthly to 36 months |
| Ting | 1/16/2023 | 50,000 | $6.00 | $5,043 | 4 years; term up to 10 years |
Vesting activity:
- FY 2024: Company options vested 3,938; Ting options vested 1,352; Wavelo none
- FY 2023: Company options vested 3,625; Wavelo vested 75,000; Ting vested 23,648
Equity Ownership & Alignment
Beneficial ownership (company stock):
| Metric | As of 4/1/2023 | As of 4/22/2024 | As of 4/1/2025 |
|---|---|---|---|
| Shares owned excluding options | 30,255 | 31,695 | 32,377 (incl. 1,272 in 401(k)) |
| Options exercisable within 60 days | 25,937 | 10,652 | 4,407 |
| Total beneficially owned | 56,192 | 42,347 | 36,784 |
| Percent of class | <1% | <1% | <1% |
Outstanding options at FY 2024:
| Type | Exercisable (#) | Unexercisable (#) | Key strikes/expirations |
|---|---|---|---|
| Company options | 3,157 | 16,680 | Multiple strikes ($20.25–$79.44) expiring 2025–2031 |
| Wavelo options | 75,000 | — | $1.27, expires 11/8/2029 |
| Ting options | 25,000 | — | $6.00, expires 1/15/2030 |
Alignment/pledging/guidelines:
- No stock ownership guidelines in place for NEOs; committee views holdings as sufficient for alignment; hedging prohibited .
- No pledging disclosed for Bret Fausett (Noss has pledged shares; Fausett footnote notes only 401k holdings) .
Insider filings/compliance:
- One late Form 4 filing (Sept 12, 2024) reporting an option grant to Bret Fausett, noted under Section 16(a) .
Employment Terms
- Severance: Six months’ compensation plus one month per completed year of service (cap 24 months); non‑compete for 12 months post‑termination .
- Change in control: Options for Bret continue to vest through any severance period; no separate CIC multiple disclosed (Noss has distinct CIC lump-sum schedule) .
Potential payments (illustrative, as of 12/31/2024):
| Trigger | Base/Severance | Bonus (assumed target) | Benefits (HSA) | Total |
|---|---|---|---|---|
| Termination without cause | $379,167 | $242,387 | $1,083 | $622,637 |
Say‑on‑Pay & Compensation Committee Practices
- Say‑on‑Pay approval: 92% support at Sept 2023 annual meeting; next vote scheduled 2026 .
- Philosophy/process: Emphasis on performance‑based pay; variable pay via business unit scorecards (introduced 2023); market targeting ~50th percentile using Payscales data .
- Overachievement bonus: None paid for FY 2023 .
Investment Implications
- Pay‑for‑performance: Cash bonus tied to Ting/Wavelo/Domains scorecards, and substantial equity in Company and subsidiaries directly links Bret’s incentives to operational execution and long‑term value creation in core segments .
- Retention risk: Clear severance economics plus ongoing vesting of options during severance reduce near‑term departure risk; non‑compete for 12 months provides continuity protection .
- Selling pressure: Company option grants in mid/late 2024 begin vesting on first anniversaries (June/Sept 2025), potentially increasing exercisable supply; however, many historical company option strikes are well above recent share prices, limiting immediate in‑the‑money exercise pressure .
- Alignment: No NEO ownership guidelines but sizable career‑accumulated equity/options and prohibition on hedging support alignment; no pledging disclosed for Bret (contrast with CEO’s pledged shares) .
- Execution track record context: Company Adjusted EBITDA rebounded in 2024 ($34.9M) vs 2023 ($15.5M), albeit with negative net income amid fiber expansion; Bret’s domain/registry expertise is strategically aligned to Domains/Wavelo regulatory and policy levers .
Note: Background details (education/earlier roles) sourced from Tucows leadership and third‑party executive profiles for context; compensation, ownership, and employment terms are from DEF 14A filings.