Lee Matheson
About Lee Matheson
Lee Matheson, 44, has served as an independent director of Tucows (TCX) since September 2023. He is a Partner at EdgePoint Investment Group Inc. and a CFA charterholder, with prior experience co-founding Broadview Capital Management and managing a long/short fund focused on Canadian small caps. His board background spans multiple public companies, and he is currently a director of Optiva Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Broadview Capital Management Inc. | Co-founder; PM of Broadview Dark Horse LP | Prior to EdgePoint (dates not specified) | Long/short investment strategy |
| Echelon Financial Holdings Inc. | Director | 2018–2020 | Not disclosed |
| RDM Corporation | Director | 2011–2017 | Not disclosed |
| AlarmForce Industries Inc. | Director | 2016–2018 | Not disclosed |
| WesternOne Inc. | Director | 2016–2018 | Not disclosed |
| Medworxx Solutions Inc. | Director | 2013–2015 | Not disclosed |
| Strad Inc. | Director | 2019–2020 | Not disclosed |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| EdgePoint Investment Group Inc. | Partner | Current | EdgePoint is a major TCX shareholder (19.1%) |
| Optiva Inc. | Director | Current | Optiva is listed by TCX as a Wavelo competitor (interlock risk) |
Board Governance
- Committees: Corporate Governance, Nominating & Compensation (CGNC) member; not a chair (CGNC Chair: Robin Chase; Audit Chair: Jeffrey Schwartz)
- Independence: Board majority independent; Matheson classified independent under NASDAQ rules
- Attendance: Each director attended at least 75% of Board/committee meetings in FY2024
- Executive sessions: Independent directors meet quarterly without management
- Tenure on TCX Board: Since September 2023
Fixed Compensation
| Component | FY2024 | Details |
|---|---|---|
| Cash fees | $42,000 | Director and committee retainers |
| Option awards (grant-date fair value) | $31,275 | Annual formula grant 6/20/2024; exercise price $19.93; per-share fair value $8.34 |
| Total FY2024 | $73,275 | Sum of cash and option awards |
| Special Committee retainer | $0 | Served Mar–May 2024; no compensation; committee dissolved Oct 1, 2024 |
| One-time payment for “Ting pivot” | $10,000 (paid Q1’25 to each Board member) | Board-approved Nov 2024 |
| FY2025 fee schedule (effective Q1’25) | $50,000 annual director retainer; +$15,000 Board Chair; +$15,000 Audit/CGNC Chairs; +$12,000 per committee membership | Paid quarterly |
Formula-based director option mechanics:
- Initial director grant: 4,375 options upon joining; annual meeting grant: 3,750 options; committee membership grants: Audit 3,750; CGNC 2,500
- Vesting: Generally 1-year vest; 5-year term; change-of-control/death/disability acceleration
Performance Compensation
- No performance-conditioned director equity (no RSUs/PSUs or metric-based awards disclosed); director equity is time-vested options via formula grants
- Outstanding options at 12/31/2024: 10,625 for Matheson; June 20, 2024 grant at $19.93
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Consideration |
|---|---|---|
| Optiva Inc. | Director | TCX identifies Optiva as a competitor to Wavelo’s BSS/OSS platforms (Amdocs, Netcracker, Ericsson, Optiva, Sonar), creating a potential competitive interlock |
| EdgePoint Investment Group Inc. | Partner | EdgePoint owns 19.1% of TCX; alignment with major shareholder but potential influence considerations |
Expertise & Qualifications
- Investment management and financing; SaaS and telecom-adjacent experience
- CFA charterholder
Equity Ownership
| Metric (Record Date: Apr 1, 2025) | Amount | Notes |
|---|---|---|
| Common shares owned (excluding options) | 0 | Director beneficial ownership table shows none |
| Options exercisable within 60 days | 6,875 | At record date |
| Total beneficial (shares + near-term options) | 6,875 | <1% of class |
| Options outstanding (12/31/2024) | 10,625 | Aggregate outstanding at YE |
| Hedging/Pledging | Hedging prohibited by policy; no pledging disclosed for Matheson | Insider trading policy; pledging disclosure appears for CEO only |
Governance Assessment
- Independence and attendance: Independent under NASDAQ rules; met ≥75% attendance in FY2024—baseline governance quality is solid
- Committee engagement: Active on CGNC, which oversees CEO and NEO pay, board nominations, and compensation policy; CGNC composed entirely of independent directors
- Ownership alignment: No common shares; equity exposure primarily through time-vested options (6,875 exercisable; 10,625 outstanding). Absence of share ownership may limit “skin-in-the-game” alignment versus peers with share holdings
- Shareholder support: 2025 director election received 6,537,189 “For” votes versus 435,924 withheld—indicative of strong support
- Clawback/controls environment: Company has a mandatory compensation recoupment (clawback) policy consistent with Nasdaq Listing Rule 5608; robust insider trading and anti-hedging policies
- Potential conflicts — RED FLAGS:
- Competitive interlock: External directorship at Optiva, explicitly named as a Wavelo competitor, may pose conflict-of-interest risk; requires vigilant recusal and conflict management
- Major shareholder affiliation: Partner at EdgePoint (19.1% holder) enhances investor alignment but may introduce influence/perception risks; company’s related-party review policy reports no transactions requiring disclosure
- Compensation structure: Director pay is modest cash plus option grants; no meeting fees; 2025 increase to director/chair/committee retainer aligns with workload and market norms
- Say-on-Pay environment (context): 92% approval in 2023 indicates broad investor support for TCX’s executive pay program, indirectly supportive of CGNC oversight where Matheson serves
Appendix: Director Voting (2025 Annual Meeting)
| Item | Votes For | Withheld/Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election of Lee Matheson | 6,537,189 | 435,924 | — | 558,260 |
Notes on Related-Party & Policies
- Related-party transaction oversight resides with the Audit Committee; policy states no transactions requiring disclosure were identified
- D&O insurance customary; directors reimbursed for reasonable out-of-pocket meeting expenses
Overall, Matheson brings deep investment and SaaS/telecom-adjacent expertise and is active on the CGNC committee. The primary governance watchpoints are his Optiva board role (competitive interlock with Wavelo) and affiliation with EdgePoint (large shareholder), both of which warrant transparent conflict management and recusal where appropriate. Compensation and attendance are conventional and aligned with TCX’s governance framework .