Stephan Uhrenbacher
About Stephan Uhrenbacher
Stephan Uhrenbacher, 56, is a new director nominee at Tucows Inc. (TCX). He is Founder and Managing Director of Density Ventures GmbH, launched the Sustainable Aero Lab (funded by Breakthrough Energy in 2023–2024), and previously founded Qype (acquired by Yelp), 9flats.com, and Avocado Store; corporate roles include COO at DocMorris.com, Head of Content at Bild.de, and Head of Northern Europe at lastminute.com. He holds an MBA and Mechanical Engineering degree from a German institution and completed part of his MBA at Queen’s University (Canada); he resides in Hamburg, Germany .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Qype | Founder | Not disclosed | Built leading EU local reviews platform; acquired by Yelp |
| 9flats.com | Founder | Not disclosed | Global competitor to Airbnb |
| Avocado Store | Founder | Not disclosed | Eco-friendly lifestyle marketplace in Germany |
| DocMorris.com | Chief Operating Officer | Not disclosed | Senior operating role |
| Bild.de | Head of Content | Not disclosed | Content leadership |
| lastminute.com | Head of Northern Europe | Not disclosed | Regional leadership for online travel |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Density Ventures GmbH | Founder & Managing Director | Since establishment (year not disclosed) | Deep tech investment across EU/NA |
| Sustainable Aero Lab | Founder/Leader | Not disclosed | First accelerator dedicated to sustainable aviation/energy; mentored 90+ startups; funding from Breakthrough Energy in 2023 and 2024 |
Board Governance
- Status: New director nominee for election at 2025 Annual Meeting; committee assignments are not specified prior to election .
- Independence: Current Board has eight directors; all except CEO Elliot Noss are independent under NASDAQ rules. Independent directors meet quarterly in executive session; Chair (Robin Chase) chaired executive sessions. Post-2025 meeting, chair will be determined by the Board .
- Attendance: Each director attended at least 75% of Board and committee meetings in fiscal 2024 (new nominees were not on the Board during 2024) .
- Committees (current composition before the 2025 meeting):
- Audit Committee: Schwartz (Chair), Carl, Gissin, Karp; five meetings in 2024 .
- Corporate Governance, Nominating and Compensation Committee: Chase (Chair), Karp, Matheson, Sohn; four meetings in 2024 .
- Special Committee (2024, now dissolved): Formed for strategic transaction review; members compensated per retainer; dissolved October 1, 2024 .
Fixed Compensation
| Component | Amount | Effective Date/Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $50,000 | Increased from $30,000 starting Q1 2025 |
| Board Chair fee (additional) | $15,000 | Continues in 2025 |
| Committee Chair fee (Audit; CGNC) | $15,000 | Increased from $7,500 starting Q1 2025 |
| Committee member fee | $12,000 | Continues in 2025 |
| Special Committee annual retainer (member) | $12,000 | For service Mar–Oct 2024; dissolved Oct 1, 2024 |
| Special Committee Chair additional retainer | $7,500 | For service Mar–Oct 2024; dissolved Oct 1, 2024 |
| One-time Board payment (Ting pivot) | $10,000 | Approved Nov 2024; paid Q1 2025 to Board members; applicability limited to those serving during pivot |
Performance Compensation
| Equity Instrument | Grant Trigger | Quantity | Exercise Price | Term | Vesting | Acceleration |
|---|---|---|---|---|---|---|
| Company stock options (initial) | On becoming non-employee director | 4,375 options | Fair market value at grant | 5 years | 100% after 1 year of Board service | Accelerates on change of control or death/disability |
| Company stock options (committee membership) | Audit Committee membership | 3,750 options | Fair market value at grant | 5 years | 100% after 1 year | Accelerates on change of control or death/disability |
| Company stock options (committee membership) | CGNC Committee membership | 2,500 options | Fair market value at grant | 5 years | 100% after 1 year | Accelerates on change of control or death/disability |
| Company stock options (annual meeting) | Annual automatic grant | 3,750 options | Fair market value at grant | 5 years | Full upon service through earlier of 1 year or next annual meeting | Accelerates on change of control or death/disability |
| 2024 director annual option grant example | Re-elected directors (June 20, 2024) | 3,750 options each | $19.93 | 5 years | Per plan above | Grant-date fair value $8.34 per option |
No RSUs/PSUs, performance share plans, or director-specific performance metrics are disclosed for directors; director equity is entirely in options per the 2006 Plan .
Other Directorships & Interlocks
- Current public company boards: None disclosed in nominee biography; prior/other roles are entrepreneurial/private and operating roles (see Past Roles/External Roles) .
- Interlocks/conflicts: No shared directorships with TCX competitors/suppliers/customers disclosed; no compensation committee interlocks reported for 2024 (committee was entirely independent) .
Expertise & Qualifications
- Investment management and technology operator with multi-company founder track record (Qype, 9flats.com, Avocado Store) .
- Deep tech and sustainability focus; founded Sustainable Aero Lab with Breakthrough Energy funding (2023–2024) .
- Senior corporate roles across e-commerce, media, and healthcare (DocMorris.com COO; Bild.de Head of Content; lastminute.com Head of Northern Europe) .
- Education: MBA and Mechanical Engineering; partial MBA studies at Queen’s University (Canada) .
Equity Ownership
| Item | Status |
|---|---|
| Beneficial ownership (as of April 1, 2025 record date) | Not listed among directors/executives in beneficial ownership table; no TCX shares/options reported for him as of the record date |
| Director stock ownership guidelines | Not disclosed; company “encourages” stock ownership among directors, officers, employees |
| Hedging/pledging | Company prohibits hedging of economic interests by directors/employees; pledging policy not separately disclosed for directors |
Governance Assessment
- Board effectiveness and independence: TCX maintains a majority-independent board, quarterly executive sessions, and active committee oversight over financial reporting and compensation risk. New nominees (including Uhrenbacher) strengthen technology/investment expertise; committee assignments to be set post-meeting, which investors should monitor for Audit/Comp committee placement .
- Compensation and alignment signals: Director cash retainers were increased materially in 2025 ($30k→$50k), while equity remains option-only with one-year vesting; options accelerate on change of control, which can create alignment but also event-driven incentives—investors should note the balance of increased fixed cash vs option-based equity for directors .
- Conflicts/related parties: Audit Committee oversees related-party transactions; none requiring SEC disclosure were identified. Uhrenbacher’s venture and accelerator activities are broad; no TCX-related transactions disclosed—monitor future disclosures for potential overlaps with telecom/software ecosystems .
- Shareholder sentiment: Last say-on-pay (2023) received 92% approval, indicating broad support for compensation governance at TCX; while executive-focused, it signals investor confidence in overall governance processes .
RED FLAGS and Watchpoints
- Change-of-control acceleration on director options could be viewed as event-driven incentive; standard but monitor for any governance concerns if strategic transactions arise .
- Increased director cash retainers in 2025 materially lift guaranteed pay; monitor mix and any further changes to equity grants for long-term alignment .
- As a new nominee, independence classification and committee assignments will be confirmed post-election; investors should track initial committee placements to assess oversight impact .
Attendance and Engagement
| Item | FY2024 Disclosure |
|---|---|
| Board/committee attendance | Each director attended ≥75% of meetings; new nominees (including Uhrenbacher) were not serving in 2024 |
| Executive sessions | Independent directors meet quarterly in executive session; Chair led sessions |
Director Compensation Structure (Reference)
| Year/Item | Cash Fees | Equity | Notes |
|---|---|---|---|
| 2024 | Example totals per director ($42k–$74.6k cash) | Option awards ($31,275 grant-date fair value per director) | Annual grant June 20, 2024 at $19.93 strike; fair value $8.34 |
| 2025 policy | $50k base; $15k Board Chair; $15k Committee Chair; $12k Committee member | Automatic formula option grants (initial 4,375; committee membership 3,750 Audit/2,500 CGNC; annual 3,750) | Vesting 1 year; 5-year term; acceleration on change of control/death/disability |
No director meeting fees are disclosed; directors are reimbursed for out-of-pocket expenses and covered by D&O insurance customary for peers .
Related Party Transactions and Section 16 Compliance
- Related party transactions: Review policy in place; none requiring SEC disclosure reported .
- Section 16 filings: Company believes required filings timely, with one exception noted (Bret Fausett Form 4 timing); no issues reported relating to Uhrenbacher .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | Nominee bio does not cite current public company board service |
Governance Quality Summary
- Independence: Majority-independent board; governance charters and Code of Ethics accessible; executive sessions quarterly .
- Committee rigor: Audit (five meetings) and CGNC (four meetings) actively engaged; clear mandates and charters .
- Risk oversight: Board and committees share risk oversight across financial reporting, compensation policies, and strategic risk .
- Investor engagement: Clear annual meeting procedures; proxy materials availability; say-on-pay cadence triennial with strong support in 2023 .