Jeffrey Tory
About Jeffrey Tory
Jeffrey S.D. Tory, 65, is a New Director nominee elected at Tucows’ May 20, 2025 AGM. He is Chair, Partner, Director and Portfolio Manager at Pembroke Management Ltd. (joined 1987), previously a junior analyst at Burns Fry (1982–1987). He holds a B.A. from Queen’s University and is a CFA charterholder; he also serves as an Adjunct Professor in the Applied Investment Program at McGill University and sits on the investment committees of two foundations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pembroke Management Ltd. | Chair, Partner, Director, Portfolio Manager | 1987–present | Nearly four decades investing in NA growth stocks; media/telecom sector expertise |
| Burns Fry | Junior Analyst | 1982–1987 | Helped launch small-cap research product |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| McGill University (Applied Investment Program) | Adjunct Professor | N/A | Academic appointment; teaching investments |
| Two unnamed foundations | Investment Committee member | N/A | Philanthropic/endowment oversight |
Board Governance
- Board composition and independence: Board states that, other than the CEO, all directors are “independent” under NASDAQ rules; the Chair (separate from CEO) is independent. Independent directors meet quarterly in executive session .
- Attendance: Each director attended at least 75% of Board and committee meetings in fiscal 2024 (Tory was not a director in 2024) .
- Committees (structure/purpose):
- Audit Committee: oversees financial reporting, auditor, internal controls; held five meetings in 2024 .
- Corporate Governance, Nominating and Compensation Committee (CGNC): oversees board evaluations and executive/CEO pay; held four meetings in 2024 .
- Committee assignment indicator for Tory: A Form 4 shows a 3,750-share stock option grant on May 22, 2025. Under the automatic formula, Audit Committee membership grants 3,750 options (CGNC membership is 2,500). This grant is consistent with Audit Committee membership; formal committee rosters post-AGM were not disclosed in the proxy .
- Leadership: The Board separates CEO and Chair roles. The Chair was to be re-determined after the 2025 AGM as the prior Chair stepped down .
Fixed Compensation
| Element | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $50,000 starting Q1 2025 | Increased from $30,000 through 2024 |
| Board Chair cash premium | +$15,000 annually | For serving as Chair |
| Committee Chair fee | +$15,000 annually (Audit; CGNC) | Increased from $7,500 through 2024 |
| Committee membership fee | +$12,000 annually | Per committee |
| One-time workload payment (Ting pivot) | $10,000 paid Q1 2025 to each Board member | For additional 2024 work (applies to then-serving directors) |
Performance Compensation
| Equity Component | Grant Date | # Options | Strike/Exercise Price | Vesting/Term | Basis |
|---|---|---|---|---|---|
| Initial new director option grant | May 20, 2025 | 4,375 | $19.21 | Options vest after one year; 5-year term; FMV at grant; accelerate on CoC/death/disability (per plan) | New director automatic formula |
| Additional option grant (committee or annual) | May 22, 2025 | 3,750 | $18.50 | Same plan terms as above | Quantum aligns with Audit Committee membership grant (3,750); annual meeting grant is also 3,750—final designation not disclosed |
Plan mechanics for directors:
- Automatic formula grants: on becoming a director (4,375 options); on becoming an Audit Committee member (3,750) or CGNC member (2,500); at each annual meeting, each non-employee director receives 3,750 options. All vest after one year, 5-year term, strike at FMV; accelerates on change of control, death or disability .
Other Directorships & Interlocks
| Company | Type | Role | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in the TCX proxy/8-Ks . |
Expertise & Qualifications
- Nearly 40 years of public equities investing with focus on North American growth, including media/telecom—relevant to Tucows’ domains/software/fiber businesses .
- CFA charterholder; academic role at McGill (Applied Investment) underscores finance pedagogy and mentoring .
- Service on foundation investment committees indicates fiduciary oversight experience .
Equity Ownership
| Item | Amount | Source/Date |
|---|---|---|
| Common shares beneficially owned (indirect) at appointment | 2,900 | Form 3, filed June 10, 2025; indirect ownership reported as of May 20, 2025 |
| Director stock options granted (initial) | 4,375 | Form 4 (filed June 10, 2025; transacted May 20, 2025) |
| Director stock options granted (additional) | 3,750 | Form 4 (filed June 10, 2025; transacted May 22, 2025) |
| Total options granted (2025) | 8,125 | Sum of above Form 4s |
| Shares outstanding (record date) | 11,041,426 | April 1, 2025 record date |
| Ownership as % of shares outstanding | ~0.026% | 2,900 ÷ 11,041,426; numerator from Form 3 and denominator from proxy |
| Hedging/pledging policy | Hedging prohibited; broad ownership encouragement | Insider trading policy prohibits hedging; company encourages director ownership |
Note: The proxy does not disclose formal director ownership guidelines beyond encouraging ownership; executive officer stock ownership guidelines are not required at this time .
Governance Assessment
- Independence and board structure: Board maintains a strong independent majority and separates Chair/CEO roles; independent directors meet quarterly in executive session—supportive of effective oversight .
- Engagement/attendance: Board reports ≥75% attendance for all directors in 2024; Tory joined in 2025 .
- Compensation alignment: Director pay is modest in cash ($50k base; committee fees) with equity delivered via formula option grants that vest after one year; grants strike at FMV and have 5-year term—aligning compensation with shareholder outcomes without long-duration overhang .
- Equity “skin in the game”: Tory reported 2,900 shares at appointment plus 8,125 options granted in May 2025; ownership stake is small by percentage but equity awards increase alignment over time .
- Potential conflicts/related-party exposure: No related-party transactions requiring disclosure were identified; Audit Committee oversees related-party review under a written policy .
- Committee signals: A 3,750-option grant aligns with the Audit Committee membership formula, suggesting a financially oriented committee placement; formal post-AGM rosters were not provided in the proxy and should be confirmed when disclosed .
- Say-on-pay context: While focused on executives, the 2023 say‑on‑pay support was 92%, indicating investor acceptance of pay governance; relevant to overall compensation oversight by the CGNC .
RED FLAGS observed: None specific to Tory. Company-level mitigants include prohibition on hedging, independent majority, and structured related-party review . Potential watch items: confirm formal committee assignments post‑AGM and monitor any future share pledging disclosures (CEO had pledged shares historically; no such disclosure for directors) .