Elliot Noss

About Elliot Noss

Elliot Noss, 62, is President and Chief Executive Officer of Tucows Inc. (TCX) and has served as CEO since August 2001; previously he was CEO of Tucows Delaware (1999–2001) and VP, Corporate Services at Tucows Interactive (1997–1999). He holds a BA from the University of Toronto and an MBA and LLB from Western University . Under the SEC’s “Pay vs Performance” disclosure, Tucows’ cumulative TSR declined to 28 (value of $100 invested) in 2024 vs 44 in 2023 and 55 in 2022, materially lagging the peer index (158 in 2024), while Adjusted EBITDA improved to $34.9m in 2024 from $15.5m in 2023; GAAP net income was a loss of $109.9m in 2024 . Say-on-pay support was 92% in 2023 with triennial frequency; next vote in 2026 .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

• Annual cash incentives are tied to balanced segment scorecards; for the CEO, target bonus weightings are 50% Ting, 20% Wavelo, 30% Tucows Domains (unchanged 2024→2025). Floor payout at 75% of target achievement equals 50% payout; below floor = 0; overachievement available per plan design .
• The Compensation Committee determined 2024 objectives were “partially achieved” .

Equity awards:

• 2024 Company options granted to Noss: 15,000 options on 6/17/2024 at $20.59 exercise price; grant-date fair value $141,089; vest 25% per year over 4 years; 7-year term; not exercisable for one year post-grant .
• Company options generally vest 25% annually after year 1 and have a 7-year term .
• Subsidiary options (Wavelo, Ting) vest primarily over 3–4 years under their respective plans .

Equity Ownership & Alignment

• Hedging is prohibited by policy; however, the company has no executive stock ownership guidelines, and pledging is present, which is a governance/alignment risk factor .
• Directors/employees are covered by an insider trading policy; Section 16 compliance noted with one filing exception (not involving Noss) .

Company stock options outstanding (as of 12/31/2024):

Subsidiary options outstanding (as of 12/31/2024):

Insider selling pressure assessment:

• Company options were predominantly out-of-the-money at 12/31/2024 (TCX $17.14 vs strikes ≥ $20.59), reducing near-term exercise-driven selling; one tranche of 4,500 expires 6/4/2025 at $64.10 (well OTM) .
• The pledge of 437,941 shares introduces potential forced-sale risk if collateral requirements change—material for liquidity and price overhang analysis .

Employment Terms

• Severance (CEO): If terminated without cause, 12 months of compensation plus one month per completed year of service, capped at 24 months .
• Change-in-control (CEO): If he resigns with or without good reason within a specified post-CIC window, or is terminated without cause/for good reason within 18 months post-CIC, he is entitled to a lump-sum payment based on company fair value (range $375,000–$2,000,000) plus full acceleration of options; “good reason” includes diminished role, relocation, or material compensation reductions .

Estimated payouts (as of 12/31/2024):

Notes:

• The proxy also describes a CIC framework paying a lump sum of $375k–$2m based on fair value plus full acceleration; structure allows resignation “with or without good reason” in a defined window—more permissive than typical double-trigger plans .
• Non-compete/non-solicit covenants apply under executive employment agreements; detailed durations disclosed for other NEOs (e.g., 12 months), but not specified for Noss in the proxy .

Board Governance

• Board service: Director since August 2001; CEO and management director; not “independent” under NASDAQ standards (all other directors are independent) .
• Chair and CEO roles are separated; Robin Chase serves as independent Chair (through 2025 meeting), with regular executive sessions of independent directors .
• Committees: Audit (all independent; Schwartz Chair); Corporate Governance, Nominating & Compensation (all independent; Chase Chair). Noss is not a committee member .
• Attendance: Each director attended at least 75% of board/committee meetings in 2024 .
• Director pay: Employee directors receive no additional pay for board service (i.e., Noss does not receive director retainers) .

Compensation Structure Analysis

• Cash vs equity mix: 2024 CEO total comp $975,734, with $474,730 base salary, $352,466 cash incentive, and $141,089 option grant; cash proportion increased vs 2023 due to higher cash incentive and lower option grant value (company-level), though 2023 “Other Compensation” included subsidiary option value .
• Performance metrics: Since 2023, incentives use segment scorecards (Ting/Wavelo/Domains weights for CEO) rather than a single consolidated Adjusted EBITDA target, aiming to sharpen accountability to business-unit performance .
• Ownership policy: No executive stock ownership guidelines; hedging prohibited; no tax gross-ups; clawback policy not disclosed—mixed governance posture (one positive, two gaps) .
• Say-on-Pay: Strong 92% approval in 2023 supports current pay design; triennial cadence can slow investor feedback loops vs annual votes .

Related Party Transactions

• The Audit Committee reviews related party transactions; the proxy reports no related party transactions requiring disclosure under SEC rules during the period .

Performance & Track Record

• Commentary: TSR underperformed peers decisively across 2022–2024; Adjusted EBITDA recovered in 2024 after a trough in 2023, aligning with the incentive program’s emphasis on EBITDA-linked segment targets .

Director Compensation (as it pertains to Elliot Noss)

• Employee directors receive no additional compensation for board service (i.e., Noss does not receive director retainers/options as a director) .

Compensation Committee Analysis

• Committee composition: Independent directors only (Chase, Karp, Matheson, Sohn) .
• Process: Uses Payscales market data and other public sources; management (People Team) and CEO provide recommendations; Committee makes final determinations; no independent compensation consultant disclosed .

Risk Indicators & Red Flags

• Pledging: 437,941 pledged shares (loan and pledge arrangement) – potential margin/forced-sale risk and governance concern .
• No ownership guidelines: Lack of formal executive ownership requirements reduces enforced alignment; hedging prohibited offsets somewhat .
• CIC terms: Allows resignation with or without good reason in a window post-CIC for a lump sum plus full vesting—more permissive than standard double-trigger, potentially increasing change-in-control payouts .
• Internal controls: Company reported 2022 material weakness (capitalization of certain costs) in auditor change narrative; remediated thereafter per ongoing audits—broad governance context rather than Noss-specific .
• Say-on-Pay: High approval (92%) lowers near-term vote risk on compensation .

Employment Terms (Additional Detail)

• If terminated without cause: 12 months compensation + 1 month per year of service (cap 24 months); similar non-compete/non-solicit constructs apply across executives (durations specified for other NEOs; not specified for Noss in proxy) .
• CIC triggers and “good reason” definitions include diminished responsibilities, relocation >30 miles, or material compensation/benefit reduction; successor assumption clause required .

Investment Implications

• Alignment: Noss owns 5.9% of shares outstanding (656k incl. near-term options), a meaningful stake that aligns interests; however, the pledge of 437,941 shares is a notable overhang and could amplify downside selling pressure during volatility .
• Incentives: CEO bonus weightings skew 50% to Ting, 20% Wavelo, 30% Domains, tying pay to execution in capital-intensive fiber and software businesses; 2024 incentives were partially achieved, and options are largely out-of-the-money at year-end, lowering short-term equity cash-out risk .
• Retention/CIC: Severance up to 24 months and permissive CIC structure (resign-without-good-reason window plus acceleration) reduce retention risk but elevate potential transaction payout costs; model payout under CIC totaled ~$3.85m at 12/31/2024 assumptions .
• Performance vs pay: With TSR weak and net losses in 2024 despite EBITDA improvement, investors may press for clearer EBITDA-to-TSR linkage and consider the absence of ownership guidelines/clawback disclosure as areas to strengthen governance and alignment .

Key monitoring items: (1) status of pledged shares; (2) Ting/Wavelo scorecard progress (EBITDA trajectory); (3) any CIC-related amendments; (4) potential adoption of ownership guidelines/clawback policy; (5) insider Form 4 activity around vesting dates and liquidity windows **[909494_0001437749-25-011586_tcx20250311_def14a.htm:4]** **[909494_0001437749-25-011586_tcx20250311_def14a.htm:17]** **[909494_0001437749-25-011586_tcx20250311_def14a.htm:31]** **[909494_0001437749-25-011586_tcx20250311_def14a.htm:22]** **[909494_0001437749-25-011586_tcx20250311_def14a.htm:26]**.