Ivan Ivanov
About Ivan Ivanov
Ivan Ivanov, 46, is Chief Financial Officer of Tucows Inc. (NASDAQ: TCX) and has served in this role since August 5, 2024 . He previously spent 22 years at Verizon, including as Executive Director and business unit CFO, with leadership across M&A, cash flow planning, network/IT capital allocation, and fiber deployment programs; he holds a Master of Accounting from Seton Hall University and a BA in Finance from Drexel University, and is registered with the New Jersey State Board of Accountancy . Under his tenure, TCX reported Q1 2025 improvements: revenue +8.2% to $94.6M, gross profit +28.5% to $23.5M, and Adjusted EBITDA +225% to $13.7M; net loss narrowed to $15.1M, reflecting cost optimization (including 2024 Ting capital efficiency) and revenue momentum . For FY 2024 pay-versus-performance, TCX’s cumulative TSR metric stood at 28 (peer group 158), with Adjusted EBITDA of $34,917k, contextualizing pay alignment frameworks in a challenged TSR period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Verizon | Executive Director & Business Unit CFO; earlier roles in M&A/Corporate Development; cash flow planning; network/IT capital allocation; led fiber deployment program | 22 years | Led consumer and business finance teams; capital allocation discipline; fiber program execution; broad operating finance leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in filings | — | — | No other public-company directorships or external board roles disclosed in TCX filings for Ivan Ivanov |
Fixed Compensation
| Component | 2023 | 2024 | 2025 Target |
|---|---|---|---|
| Base Salary ($) | — | $166,667 | $400,000 |
| Target Bonus (%) | — | — | 60% of base |
| Target Bonus ($) | — | — | $240,000 (weighting: 50% Ting, 25% Wavelo, 25% Domains) |
| Actual Bonus Paid ($) | — | $111,756 (paid for 2024 achievement; Q3–Q4 component paid Mar-2025) |
Notes: 2024 annual bonus for Ivanov was guaranteed and prorated for 2024 service per Employment Agreement (not subject to performance objectives for 2024) .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Balanced scorecard (segment targets) | 50% Ting; 25% Wavelo; 25% Domains | Not disclosed | 2024 overall achievement “partially achieved” (Committee determination) | 2024: $111,756 cash bonus | Semi-annual accruals; Q3–Q4 amounts paid Mar-2025 |
| Company-selected measure (Adjusted EBITDA) | Informational (PvP linkage) | Not disclosed | FY 2024 Adjusted EBITDA: $34,917k | N/A | Used to link CAP to performance in PvP disclosures |
Equity Awards
| Award Type | Grant Date | Shares/Units | Exercise Price | Grant Date Fair Value | Vesting | Expiration |
|---|---|---|---|---|---|---|
| Company Options (TCX) | 07/15/2024 | 20,000 | $21.88 | $195,800 | 5,000 vested on 01/15/2025; remaining 15,000 vest in 42 equal monthly installments thereafter | 07/15/2031 |
| Subsidiary Options (Wavelo) | 07/15/2024 | 150,000 | $1.78 | $109,201 | 48 equal monthly installments from effective date | 07/14/2031 |
Equity Ownership & Alignment
| Ownership Category (as of record date) | Quantity | % of Class |
|---|---|---|
| Shares owned (excluding options) | — | — |
| Company Options Exercisable within 60 days (as of 04/01/2025) | 6,429 | <1% |
| Total Beneficial Ownership (TCX common) | 6,429 | <1% |
- Outstanding unexercised options at FY-end 2024: TCX 20,000 unexercisable; Wavelo 150,000 unexercisable .
- Stock ownership guidelines: “To date, we have not adopted stock ownership guidelines for our NEOs” .
- Hedging/pledging: Hedging prohibited under Insider Trading Policy; Ivan Ivanov is a Designated Officer under disclosure/trading policy; no pledging disclosed for Ivan .
Employment Terms
- Appointment/Start: Appointed CFO June 25, 2024; effective August 5, 2024; age 45 at appointment .
- Base Salary/Bonus: Base salary $400,000; target bonus 60% of base (prorated guaranteed for 2024) .
- Severance (without cause, subject to release):
- Prior to 18-month anniversary of 08/05/2024: 12 months base salary + target annual bonus .
- On/after 18-month anniversary: 6 months base + 1 week per completed year of service (cap at 24 months), + target annual bonus .
- Change-of-control: No specific incremental change-of-control cash benefit disclosed for Ivanov; potential payout table shows “—” under change in control .
- Non-compete/Non-solicit: 12-month non-compete across defined competitive businesses in jurisdictions where TCX operates; 12-month non-solicitation (customers, prospects, employees) .
- Clawback: Company-wide Compensation Recoupment Policy (Nasdaq Rule 5608; SEC 10D) effective Oct 1, 2023, covering erroneously awarded incentive-based compensation upon restatement; no indemnification for recovery .
- Insider trading/trading windows: Trading windows and pre-clearance requirements; Designated Officers (CEO and CFO) are primary spokespeople; hedging/shorts/options prohibited for insiders .
- Legal/Governing: Governing law New Jersey; Company reimburses up to $15,000 for legal review/negotiation of the agreement; litigation cooperation provision .
Investment Implications
- Pay-for-performance and retention: Ivanov’s cash compensation is modest in 2024 due to partial-year service and guaranteed prorated bonus; significant long-dated equity (TCX and Wavelo options) vests over 3–4 years, supporting retention and alignment with multi-year execution (including fiber capital efficiency and Wavelo growth) . Severance includes target bonus and at least 12 months salary pre-18 months, which balances retention incentives with potential shareholder concerns on guaranteed components .
- Ownership alignment: No direct share ownership disclosed; beneficial interest is primarily via exercisable options, indicating limited “skin-in-the-game” in common stock today but meaningful option exposure over time. Absence of stock ownership guidelines for NEOs modestly weakens alignment optics; hedging is prohibited, which is positive .
- Performance linkage: Incentives tied to business-segment scorecards (Ting/Wavelo/Domains) with Adjusted EBITDA identified as a key linkage in PvP; operational improvements in Q1 2025 (revenue, gross profit, Adjusted EBITDA) demonstrate traction against the 2024 restructuring (Ting capital efficiency), improving probability of incentive realization .
- Trading/selling pressure: As a Designated Officer under insider policy, transactions are subject to strict windows and pre-clearance; beneficial ownership is minimal (reducing near-term selling pressure risk). No pledging disclosed for Ivanov .
- Governance backdrop: Compensation committee independence, clawback policy adoption, and strong say‑on‑pay support (92% in 2023) are positives; however, company TSR under PvP shows challenged cumulative returns (28 in 2024 vs peer 158), adding pressure to deliver sustainable improvements under the CFO’s financial stewardship .
Overall takeaway: Ivanov’s compensation mix emphasizes long-term equity with detailed vesting aligned to execution across segments. Guaranteed/severance features (including target bonus) warrant monitoring, but clawback and insider trading controls mitigate governance risk. Near-term operating improvements strengthen pay-for-performance credibility; sustained EBITDA and deleveraging progress will be key to reinforcing alignment given limited direct stock ownership .