Sandra Matz
About Sandra Matz
Dr. Sandra Matz, 36, is the David W. Zalaznick Associate Professor of Business at Columbia Business School and Director of the Center for Advanced Technology and Human Performance, specializing in computational social science and data-driven behavioral insights for business decision-making . She holds a Ph.D. in Psychology from the University of Cambridge and a B.Sc. in Psychology from Albert-Ludwigs-University Freiburg, with recognitions including Poets & Quants “40 Under 40” (2021) and DataIQ “100 Most Influential People in Data-Driven Marketing” (2015/2016) . She was nominated and elected as an independent director to the Tucows (TCX) Board at the May 20, 2025 Annual Meeting, receiving 6,568,650 votes for and 404,463 withheld (558,260 broker non-votes), with a one-year term expiring at the 2026 Annual Meeting . The Board states all directors other than CEO Elliot Noss are independent under NASDAQ standards, implying Matz serves as an independent, non-employee director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Columbia Business School | David W. Zalaznick Associate Professor of Business; Director, Center for Advanced Technology and Human Performance | Current (dates not disclosed) | Leads center on advanced technology and human performance; research on psychological traits and business outcomes |
| University of Cambridge | Ph.D. in Psychology | Degree completed (date not disclosed) | Research training; foundation for computational social science |
| Albert-Ludwigs-University Freiburg | B.Sc. in Psychology | Degree completed (date not disclosed) | Undergraduate training |
| Author | “Mindmasters” (book) | Publication date not disclosed | Applies data-driven behavioral science to predicting and changing behavior |
External Roles
| Organization/Domain | Role | Notes |
|---|---|---|
| Academic/Research | Director, Center for Advanced Technology and Human Performance (Columbia) | Focus on technology-human performance interface |
| Public Company Boards | None disclosed | No other public company directorships disclosed in TCX proxy |
| Awards/Recognition | Various | Poets & Quants “40 Under 40” (2021); DataIQ “100 Most Influential” (2015, 2016); Pacific Standard “Top 30 Thinkers Under 30” (date not specified) |
Board Governance
- Election and term: Elected May 20, 2025 for a one-year term expiring at the 2026 Annual Meeting .
- Independence: Board states all directors except CEO Elliot Noss are independent under NASDAQ Capital Market standards .
- Board refresh: Five new nominees including Matz; several long-serving directors did not seek re-election, signaling a significant board refresh .
- Committees: TCX maintains two committees—Audit (Schwartz Chair; Carl, Gissin, Karp) and Corporate Governance, Nominating and Compensation (Chase Chair; Karp, Matheson, Sohn)—reported for Fiscal 2024; post-2025 election committee assignments for Matz were not disclosed in the proxy/8-K .
- Attendance: Each director on the 2024 Board attended at least 75% of Board and committee meetings; policy expects attendance at Board/committee meetings and shareholder meetings, though only CEO attended the 2024 annual meeting (others available on request) .
- Chair leadership: Chair (Robin Chase, independent) to step down after 2025 Annual Meeting; new Chair to be determined by the Board .
- Risk oversight: Audit Committee oversees financial reporting and controls; CGNC Committee oversees compensation-related risks; Board oversees strategic risks .
| 2025 Election Votes (Proposal 1) | Votes For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Sandra Matz | 6,568,650 | 404,463 | 558,260 |
Fixed Compensation
- Cash retainer: Non-employee director annual retainer increased from $30,000 to $50,000 starting Q1 2025 .
- Chair premiums: Board Chair receives an additional $15,000 annually; committee chairs receive $15,000 annually (increased from $7,500) starting Q1 2025 .
- Committee membership fees: Audit Committee and CGNC Committee members receive $12,000 annually (unchanged) .
- Special Committee (2024): Retainers of $12,000 for members; $7,500 for Chair; committee dissolved Oct 1, 2024; Matz was not on this committee .
- One-time payment: $10,000 approved in Nov 2024 for each Board member for Ting pivot work, paid in Q1 2025; applied to directors serving at that time (pre-Matz) .
| Component | Amount | Timing/Conditions |
|---|---|---|
| Annual director cash retainer | $50,000 | Effective Q1 2025; paid quarterly |
| Board Chair cash premium | $15,000 | Effective Q1 2025; paid quarterly |
| Audit/CGNC Committee Chair fee | $15,000 | Effective Q1 2025 |
| Audit/CGNC Committee member fee | $12,000 | Ongoing |
| Special Committee member | $12,000 | Mar–Oct 2024; dissolved Oct 1, 2024 |
| Special Committee Chair | $7,500 | Mar–Oct 2024 |
| One-time Ting pivot payment | $10,000 | Approved Nov 2024; paid Q1 2025 |
Performance Compensation
- Equity awards: Directors receive automatic formula option grants under the 2006 Amended and Restated Equity Compensation Plan: 4,375 options upon becoming a director; 3,750 upon joining Audit Committee; 2,500 upon joining CGNC Committee; and 3,750 at each annual meeting .
- Vesting/term: Formula option grants vest in full after one year; have a five-year term; annual grants vest by earlier of one year from grant or the next annual meeting; accelerated vesting on change of control, death, or disability .
- Equity mix: Director compensation is cash + time-based options; no performance-vesting RSUs/PSUs or TSR metrics for directors disclosed .
| Director Equity Grant Metrics | Grant Trigger | Shares | Vesting | Term | Change-of-Control Treatment |
|---|---|---|---|---|---|
| Initial director grant | Date a non-employee director becomes a director | 4,375 | 1 year | 5 years | Accelerated |
| Audit Committee membership | Date a director becomes a committee member | 3,750 | 1 year | 5 years | Accelerated |
| CGNC Committee membership | Date a director becomes a committee member | 2,500 | 1 year | 5 years | Accelerated |
| Annual meeting grant | Date of each annual meeting (if director before/after election) | 3,750 | Earlier of 1 year or next annual meeting | 5 years | Accelerated |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Shared Boards |
|---|---|---|---|
| None disclosed | — | — | No interlocks disclosed |
- Compensation Committee interlocks: None; CGNC Committee members are independent; no executive officers of TCX serve on other entities’ boards that have executives on TCX’s board/comp committee .
Expertise & Qualifications
- Technical expertise: Computational social science; big data analytics applied to consumer behavior and performance .
- Education: Ph.D. (University of Cambridge); B.Sc. (Albert-Ludwigs-University Freiburg) .
- Recognition: Poets & Quants “40 Under 40” (2021); DataIQ “100” (2015, 2016); Pacific Standard “Top 30 Thinkers Under 30” .
- Publications: Author of “Mindmasters” .
Equity Ownership
| Metric | Status |
|---|---|
| Shares beneficially owned (TCX) | Not disclosed in 2025 beneficial ownership table (new nominee; table lists 2024 directors/NEOs) |
| Options exercisable/unexercisable (TCX) | Not disclosed for Matz in 2024 tables; eligible for formula grants upon election per plan |
| Ownership guidelines | Company encourages stock ownership; prohibits hedging; formal ownership guidelines not adopted for NEOs; none specified for directors |
| Pledging/hedging | Hedging prohibited; no pledging disclosures for directors other than CEO noted in footnotes (CEO pledge arrangement) |
Governance Assessment
- Independence and refresh: Addition of an academically rigorous, data/behavioral expert strengthens independent oversight and board diversity; substantial refresh may enhance strategic thinking but warrants monitoring of committee reconstitution and continuity .
- Attendance/engagement: Prior Board met regularly with strong attendance; directors expected to attend Board/committee meetings; independent director executive sessions held quarterly, supporting robust oversight .
- Compensation alignment: Director pay mixes fixed cash with time-based options; no performance-linked equity for directors; option acceleration on change-of-control is standard but should be monitored for potential misalignment if strategic actions accelerate vesting without performance conditions .
- Conflicts/related-party: Audit Committee oversees related-party transactions; none reported requiring disclosure; insider trading policy prohibits hedging—positive alignment signals .
- Shareholder signals: 2025 auditor ratification passed decisively (7,515,484 for); 2023 Say-on-Pay approval at 92%, indicating shareholder support for compensation practices; next say-on-pay in 2026 .
- RED FLAGS: None disclosed for Matz (no related-party transactions, legal proceedings, or attendance issues reported); committee assignments not yet disclosed post-election—monitor for appropriate placements given expertise .
Note: Post-2025 election committee assignments for Dr. Matz were not disclosed in the proxy or 8-K filings reviewed; subsequent committee seatings should be tracked in future filings or board updates .