David Woroch
About David Woroch
25-year Tucows veteran and long-time leader of Tucows Domains; appointed President & CEO of Tucows Inc. on November 6, 2025, while continuing to lead Domains. Recognized for scaling Tucows Domains into the world’s largest wholesale domain registrar and executing complex integrations (Enom, EPAG, Melbourne IT International division, Ascio Technologies, UNR Registry Services). Current NEO role: Chief Executive Officer, Tucows Domains. Performance context for the company during his leadership includes the following TSR and profitability metrics.
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Cumulative TSR (Value of $100) | 120 | 136 | 55 | 44 | 28 |
| Adjusted EBITDA ($000s) | 50,973 | 48,821 | 37,590 | 15,451 | 34,917 |
| Net Income ($000s) | 5,775 | 3,364 | (27,571) | (96,197) | (109,860) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tucows Domains | Chief Executive Officer | c. 25 years at Tucows (as of 2025) | Scaled Domains into the world’s largest wholesale registrar; led integrations of Enom, EPAG, Melbourne IT International division, Ascio, UNR |
External Roles
No external public company directorships or external roles for Woroch were disclosed in the 2024–2025 proxy materials reviewed.
Fixed Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 297,473 | 296,472 | 292,141 |
| All Other Compensation ($) | 6,701 | 7,041 | 8,034 |
| Car Allowance ($) | 5,547 | 5,559 | 5,478 |
| Health Spending Credits ($) | 1,154 | 1,482 | 2,556 |
| Note | Car allowances discontinued after 2024 |
Performance Compensation
Annual Incentive Bonus
| Year | Metric | Weighting | Target ($) | Actual ($) | Notes |
|---|---|---|---|---|---|
| 2025 | Domains balanced scorecard (financial/operational) | 100% Domains | 166,848 | Not yet disclosed | Floor threshold 75% pays 50%; straight-line to target; overachievement pool may apply |
| 2024 | Domains balanced scorecard (financial/operational) | 100% Domains | 181,176 | 153,502 | Company deemed 2024 objectives partially achieved; $103,828 of FY24 bonus paid March 2025 |
Equity Awards and Vesting
| Grant Type | Grant Date | # Options | Exercise Price ($) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| Company Options | 6/17/2024 | 15,000 | 20.59 | 141,089 | Equal installments on each of first four anniversaries (6/17/2025, 6/17/2026, 6/17/2027, 6/17/2028) |
| Company Options | 6/29/2023 | 5,000 | 26.78 | 55,815 | 25% per year after one-year cliff; 7-year term |
| Company Options | 6/17/2022 | 10,000 | 41.97 | 147,561 | 25% per year after one-year cliff; 7-year term |
Upcoming vesting tranches from the 2024 grant (derived from plan terms): 3,750 shares on each of 6/17/2025, 6/17/2026, 6/17/2027, 6/17/2028.
Company option plan mechanics: options not exercisable for one year; then 25% per annum; 7-year term. Subsidiary plans: Wavelo options vest over 3 years with initial 25% within three months then monthly; 7-year term. Ting options primarily vest over 4 years; 10-year term.
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Common stock beneficially owned (excl. options) | 125,348 shares |
| Options exercisable within 60 days | 17,000 shares |
| Total beneficially owned | 142,348 shares |
| Ownership % of class | 1.3% (based on 11,041,426 shares outstanding as of Apr 1, 2025) |
| Retirement accounts detail | Includes 54,984 shares in Woroch’s RRSP and 10,750 shares in spouse’s RRSP |
| Hedging/Pledging | Hedging prohibited; no stock ownership guidelines for NEOs; no pledging disclosed for Woroch (pledge disclosed for Noss only) |
Options outstanding and expirations (Company): Exercisable 16,000; Unexercisable 24,750; strikes across $26.78–$79.44; expirations 2025–2031.
Employment Terms
| Scenario | Cash Components (USD) | Equity Treatment | Covenants |
|---|---|---|---|
| Termination Without Cause | Base/Severance: $584,283; Bonus Plan: $418,349; Car Allowance: $10,955; Healthcare FSA: $5,112; Total: $1,018,699 | Options continue to vest through any severance period | Non-compete for 12 months; non-solicit per employment contract |
| Change in Control | $0 cash in Woroch’s table; options continue vesting through severance period | As above; no automatic acceleration disclosed for Woroch (Noss has distinct CoC acceleration) | Standard non-compete/non-solicit terms |
Severance formula: six months’ compensation plus one month per completed year of service; capped at 24 months; payable in equal monthly installments.
Investment Implications
- Alignment: Material share ownership (142,348 shares; 1.3% of class) plus multi-year option exposure aligns incentives with long-term equity value, and no pledging disclosed for Woroch (hedging prohibited).
- Incentive structure: Cash bonus fully tied to Domains scorecard; 2024 payout ($153,502) below target ($181,176), indicating outcome-based pay and committee discipline; monitor 2025 scorecard achievement and payout cadence.
- Vesting-related supply: 2024 grant vests 3,750 shares annually on 6/17 (2025–2028); potential periodic Form 4 sales for tax/withholding could create near-term technical pressure—monitor SEC filings around those dates.
- Retention vs. cost: Without-cause termination implies ~$1.0M cash plus continued vesting—retention protection is meaningful, but severance could be a cash outflow risk in adverse scenarios.
- Corporate performance context: TSR weakened in 2024 (28 value of $100) while Adjusted EBITDA improved to $34.9M—execution improvements may be underway even as equity remains depressed; Woroch’s efficiency/M&A track record is a positive for value creation into his expanded CEO remit.
- Governance notes: No executive stock ownership guidelines (historically) is a weaker alignment practice versus peers, partially offset by hedging prohibition; say‑on‑pay support was strong in 2023 (92%).
Note: Attempt to retrieve Woroch’s recent Form 4 activity via the Insider-Trades skill failed due to API authorization; conclusions above rely on proxy ownership tables and disclosed vesting schedules.