Marlene Carl
About Marlene Carl
Independent director at Tucows Inc. (TCX) since September 2021. Age 35 (as of 2025) with a Master of Science from Frankfurt School of Finance & Management focused on capital markets . Currently CFO (since 2021) of CHAPTERS group AG (formerly MEDIQON Group AG), a German public company investing in scalable business models; prior eight years in European digital infrastructure financing (FTTH and data centers) at Berenberg and NIBC Bank N.V., based in Hamburg, London, and Frankfurt .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CHAPTERS group AG (formerly MEDIQON Group AG) | Chief Financial Officer | 2021–present | Public company CFO overseeing investments in scalable business models |
| Berenberg; NIBC Bank N.V. | Financing roles focused on digital infrastructure | ~2012–2020 (8 years) | FTTH rollouts, data center construction across Europe |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CHAPTERS group AG | CFO | 2021–present | German public company; focus on entrepreneurial, long-term investments including software |
| Other public company boards | — | — | None disclosed in TCX proxies |
Board Governance
- Independence: Independent under NASDAQ standards (all directors except CEO Elliot Noss are independent) .
- Committee assignments: Audit Committee member (Committee chaired by Jeffrey Schwartz; members include Carl, Gissin, Karp) .
- Special Committee: Served March 2024–May 2024 on a strategic transactions Special Committee; stepped down in May 2024 and received no special committee compensation .
- Attendance: Audit Committee met 5 times in FY2024; each member attended ≥75% (FY2024). In FY2023, Audit Committee members attended 100% of meetings; overall Board attendance was full for directors except one former director (not Carl) .
- Executive sessions: Independent directors meet quarterly without management; chaired by Robin Chase .
Fixed Compensation
| Component | FY2023 | FY2024 | FY2025 Program (effective Q1 2025) |
|---|---|---|---|
| Annual Board Cash Retainer (non-employee director) | $30,000 (program) | $30,000 (program) | $50,000 (program) |
| Chair of Board additional cash | $15,000 (program) | $15,000 (program) | $15,000 (program) |
| Audit Committee Chair additional cash | $7,500 (program) | $7,500 (program) | $15,000 (program) |
| Audit Committee member cash | $12,000 (program) | $12,000 (program) | $12,000 (program) |
| CGNC Committee Chair additional cash | $7,500 (program) | $7,500 (program) | $15,000 (program) |
| CGNC Committee member cash | $12,000 (program) | $12,000 (program) | $12,000 (program) |
| Special Committee retainer | — | $12,000 annual; Chair +$7,500; Carl received $0 due to stepping down | — |
| One-time Board payment (Ting pivot) | — | $10,000 paid in Q1’25 for 2024 work | — |
| Marlene Carl – Actual Director Compensation | FY2023 | FY2024 |
|---|---|---|
| Fees earned/paid in cash ($) | $32,000 | $42,000 |
| Option awards ($) | $49,947 | $31,275 |
| Total ($) | $81,947 | $73,275 |
Performance Compensation
| Equity Award Type | Grant Date | Shares/Options | Exercise Price | Vesting | Grant Date FV (per option) |
|---|---|---|---|---|---|
| Annual Director Formula Options | Sep 7, 2023 | 3,750 | $19.78 | 1 year; accelerated on change of control/death/disability | $7.26 |
| Audit Committee Membership Options | Nov 2, 2023 | 3,750 | $16.47 | 1 year; accelerated on change of control/death/disability | $6.06 |
| Annual Director Formula Options | Jun 20, 2024 | 3,750 | $19.93 | 1 year; exercisable by next annual meeting or 1 year | $8.34 |
- Director option program: Automatic formula grants (new director: 4,375; Audit Committee member: 3,750; CGNC member: 2,500; annual director grant: 3,750); 5-year term; vest after one year; accelerate on change of control or death/disability .
- Meeting fees: None; quarterly payment of retainers .
Other Directorships & Interlocks
| Company | Role | Public/Private | Potential Interlock |
|---|---|---|---|
| CHAPTERS group AG | CFO | Public (Germany) | Investment focus includes software; no TCX-related party transactions disclosed |
No other public company board seats disclosed; no disclosed interlocks with TCX customers/suppliers/competitors; related-party transactions policy states none requiring SEC disclosure where policies weren’t followed .
Expertise & Qualifications
- Capital markets and infrastructure financing (FTTH) expertise; experience across European banking hubs .
- Public company CFO experience; investment management across sectors, including software .
- Financial literacy sufficient for Audit Committee; Audit Committee composed of independent members able to read/understand financial statements .
Equity Ownership
| Metric | As of Apr 22, 2024 | As of Apr 1, 2025 |
|---|---|---|
| Common shares beneficially owned (excl. options) | 18 | 18 |
| Options exercisable within 60 days | 8,125 | 15,625 |
| Total beneficial ownership (shares + options) | 8,143 | 15,643 |
| Percent of class | <1% | <1% |
- Stock ownership encouragement; insider trading policy prohibits hedging; no director ownership guidelines disclosed .
Insider Trades
| Year | Reported Form 4 Activity for Marlene Carl | Notes |
|---|---|---|
| 2023 | None disclosed in TCX proxy | Section 16(a) compliance noted; one late Form 4 was for another director (Lee Matheson), not Carl |
| 2024 | None disclosed in TCX proxy | Section 16(a) compliance noted; one late Form 4 for Bret Fausett, not Carl |
Governance Assessment
- Board effectiveness: Independent Audit Committee membership with consistent attendance (100% in FY2023; ≥75% in FY2024) supports robust oversight of financial reporting and risk .
- Alignment and incentives: Director pay mix remains cash retainers plus time-based options; 2025 increases in cash retainers (Board and committee chairs) suggest more cash-heavy structure but options continue to align interests with shareholders; no RSUs/PSUs for directors disclosed .
- Ownership and skin-in-the-game: Beneficial ownership is modest (<1%); however formula option grants provide ongoing exposure to equity performance; hedging prohibited .
- Independence and conflicts: Independent director; no related-party transactions disclosed involving Carl; external CFO role at CHAPTERS group AG poses potential informational interlocks only if investees overlap TCX ecosystems, but no conflicts disclosed; Audit Committee oversees related-party transaction policy .
- Engagement signals: Service on Special Committee during strategic review indicates engagement on shareholder value initiatives; stepping down from Special Committee (no compensation received) mitigates conflict risk .
Red flags: None material disclosed related to attendance, related-party transactions, hedging/pledging by Carl, or say-on-pay issues. Note broader company disclosures: prior internal control material weakness (resolved through auditor change), but not specific to Carl; continued Audit Committee oversight in 2024–2025 .