Justin Reilly
About Justin Reilly
Justin Reilly is Chief Executive Officer of Wavelo (a Tucows division) and a Named Executive Officer at TCX. He previously served as Chief Product Officer at Tucows and Head of Product at Verizon, and is a graduate of Wharton; he has founded multiple companies and held roles at ASAPP, Macquarium, and Arke Systems . In 2024, his total compensation was $573,473; 2023 was $937,671; 2022 was $3,234,710, reflecting a heavy equity component tied to subsidiary options; specific TSR, revenue or EBITDA performance metrics for his pay were not disclosed .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Wavelo (Tucows) | Chief Executive Officer | — | Leads AI-first OSS/BSS modernization to enhance operator network ROI and CX |
| Tucows | Chief Product Officer | — | Drove product strategy across domains, fiber, and software platforms |
| Verizon | Head of Product & CX Innovation | — | Led multi-billion digital transformation centered on machine learning |
| ASAPP | Leadership role | — | Helped scale AI-driven CX products at hyper-growth startup |
| Macquarium | Director of Strategy & Experience | — | Led strategy and innovation engagements for Fortune 500 clients |
| Arke Systems | Led Strategy & Innovation | — | Built next-gen product and digital strategy capabilities |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Focus Health | Founder | — | Built healthcare tech ventures aligned to AI-first platforms |
| Grey Seven Labs | Founder | — | Created SaaS products; early AI/ML product efforts |
| Qstir | Founder | — | Launched consumer/digital products focused on modern UX |
| Startup Advising | Advisor | — | Advises startups on AI-first platforms and product strategy |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $603,031 | $581,085 | $572,597 |
| Target Bonus ($) | Not disclosed | $347,343 (plan target) | Not disclosed |
| Actual Cash Bonus / Non-Equity Incentive ($) | $361,818 | $355,104 | $0 |
| All Other Compensation ($) | $2,196,080 | $1,482 | $876 |
| Total Compensation ($) | $3,234,710 | $937,671 | $573,473 |
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout | Vesting / Terms |
|---|---|---|---|---|---|---|
| Annual Cash Incentive (2023) | Corporate & individual performance targets (unspecified) | Not disclosed | $347,343 | $355,104 | $355,104 | Paid in 2024 (portion deferred quarterly) |
| Annual Cash Incentive (2022) | Corporate & individual performance targets (unspecified) | Not disclosed | Not disclosed | $361,818 | $361,818 | Paid in early 2023 |
| Stock Options (Company, 2022) | Option awards (Company 2006 Plan) | — | — | Grant-date FV $73,781 | — | 4-year vest; 7-year term; 1-year cliff then 25% per year |
| Subsidiary Stock Options (Wavelo, 2022) | Wavelo ECP options | — | — | Grant-date FV $2,194,926 | — | 3-year vest; initial 25% exercisable within 3 months; monthly thereafter after third year |
| Subsidiary Stock Options (Ting, 2023) | Ting ECP options (to certain NEOs; not listed for Reilly) | — | — | Not applicable for Reilly | — | 4-year vest; 10-year term |
Notes:
- 2023 plan amounts reflect “Estimated future payouts” bands; metrics/weighting not disclosed in proxy CD&A .
- Company prohibits hedging; executive ownership guidelines are not required for officers .
Equity Ownership & Alignment
| Beneficial Ownership | FY 2021 | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|---|
| Company Stock Beneficially Owned Excluding Options (#) | — | — | — | 1,944 | 1,944 |
| Options Exercisable within 60 days (#) | 562 | 5,938 | 12,249 | 14,937 | 15,500 |
| Total Common Stock Beneficially Owned (#) | 562 | 5,938 | 12,249 | 16,881 | 17,444 |
| Percent of Class | * | * | * | * | * |
| Outstanding Company Options (as of Dec 31, 2024) | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| Grant 1 | 6,750 | — | 55.19 | 9/16/2026 |
| Grant 2 | 2,250 | — | 60.01 | 5/28/2027 |
| Grant 3 | 3,000 | 1,000 | 79.44 | 5/12/2028 |
| Grant 4 | 2,500 | 2,500 | 41.97 | 6/17/2029 |
| Totals | 14,500 | 3,500 | — | — |
| Subsidiary Options (as of Dec 31, 2024) | Entity | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|---|
| Wavelo ECP | Wavelo | 3,375,000 | 1,125,000 | 1.27 | 11/8/2029 |
- Ownership guidelines: The company does not require executive officers to own a particular number of shares; hedging is prohibited .
- Pledging: No pledging disclosed for Reilly; pledge arrangements noted only for Elliot Noss in footnotes .
Employment Terms
| Provision | Terms |
|---|---|
| Severance (Termination Without Cause or for Good Reason) | Six months’ compensation plus one month per completed year of service; total capped at 24 months; paid in equal monthly installments . |
| Non-Compete | Standard non-competition covenant for 12 months following termination . |
| Change in Control | For Reilly, company options continue to vest through and until the end of any severance period; no separate CIC cash multiple disclosed for Reilly . |
| Company Options Plan Terms | 4-year vest; 7-year term; 1-year non-exercisable, then 25% per annum vesting . |
| Wavelo ECP Terms | Primarily 3-year vest; initial 25% exercisable within three months; monthly vesting thereafter, after the third year; 7-year term . |
| Ting ECP Terms | Primarily 4-year vest; 10-year term . |
| Insider Trading Arrangements | No Rule 10b5-1 or non-Rule 10b5-1 trading arrangements adopted/modified/terminated by directors or officers in Q3 2025 . |
| Clawback / Tax Gross-ups | Not disclosed in proxies reviewed. |
| Estimated Termination Benefits (Proxy Illustrative) | Base Salary/Severance ($) | Bonus Plan ($) | Accelerated Unvested Equity ($) | Benefits ($) | Total ($) |
|---|---|---|---|---|---|
| As of Dec 31, 2024 assumptions | $524,881 | $0 | $0 | $803 | $525,684 |
| As of Dec 31, 2022 assumptions | $452,273 | $271,364 | $0 | $865 | $724,502 |
| As of Dec 31, 2021 assumptions | $213,693 | $76,929 | $66,086 | $798 | $357,506 |
| 2020 scenario (for 2021 proxy) | $169,966 | $56,089 | $94,011 | $654 | $320,720 |
Compensation Committee Analysis
- Committee members (2025): Robin Chase (Chair), Allen Karp, Lee Matheson, Gigi Sohn .
- CD&A emphasizes competitive packages and retention; specific performance metrics and weightings for NEOs’ annual bonuses are not disclosed .
Investment Implications
- Alignment: Reilly’s equity exposure is primarily via sizeable Wavelo subsidiary options (3.375M exercisable; 1.125M unexercisable at $1.27, expiring 11/8/2029), directly tying incentives to Wavelo’s private valuation and operational execution rather than TCX public share price .
- Near-term selling pressure: Company options expiring 2026–2029 across four tranches could create exercise/sale windows; strike dispersion ($41.97–$79.44) implies sensitivity to TCX share price recovery for monetization .
- Retention risk: Severance mechanics (6 months + 1 month per year, capped at 24 months; 12-month non-compete) and continued vesting through severance period mitigate abrupt departure risk, but lack of disclosed CIC cash multiples for Reilly reduces golden-parachute concerns .
- Governance risk flags: No executive ownership requirement (offset by prohibition on hedging), no clawback disclosure, and limited transparency on bonus metrics/weights; however, no 10b5-1 plans in Q3 2025 and no pledging disclosed for Reilly reduce trading/alignment red flags .
- Pay-for-performance: 2024 compensation declined (no bonus), while 2022 compensation was elevated by large Wavelo option grants—a shift toward subsidiary equity may reflect strategy to drive value creation within Wavelo’s platform business .