Linda Dalgetty
About Linda Dalgetty
Independent director since May 2018; age 63; 7.3 years of service at the 2025 Annual Meeting. Current CFO of Shock Trauma Air Rescue Service (STARS); previously VP, Finance & Services at the University of Calgary (2014–2021), SVP & CFO at Saxon Energy Services (2013–2014), and roles at Nutrien/Agrium culminating as CIO (1995–2013). Bachelor of Commerce (University of Calgary), associate diploma in agribusiness (University of Guelph), fellow of the chartered professional accountants; recognized as an Audit Committee Financial Expert based on education and status as a chartered accountant .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Calgary | Vice President, Finance & Services | 2014–2021 | Oversaw finance, HR, IT, risk, ancillary ops, internal audit |
| Saxon Energy Services, Inc. | Senior Vice President & CFO | 2013–2014 | Led global finance: reporting, planning, operational accounting, IT |
| Nutrien Ltd. (Agrium Inc.) / Agroservicios Pampeanos SA | Various roles culminating as CIO | 1995–2013 | North American and international financial/IT leadership |
| Ernst & Young LLP | Audit Manager | 1989–1995 | Early career audit leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| STARS (Shock Trauma Air Rescue Service) | Chief Financial Officer | Current | Charitable non-profit air ambulance services in Western Canada |
Board Governance
- Independence: Board affirmatively determined Dalgetty is independent under NYSE and SEC rules; all four standing committees comprised solely of independent directors in Fiscal 2025 .
- Committee assignments (Fiscal 2025): Audit Committee Chair; Member – Finance; Member – Nominating & Corporate Governance (N&CG) .
- Audit Committee expertise: Financially literate; qualifies as Audit Committee Financial Expert (Item 407(d)(5)(ii)) .
- Attendance: Board met 7 times; each director attended/participated in ≥75% of Board and committee meetings; all directors attended 2024 Annual Meeting .
- Executive sessions: Independent directors meet in executive session generally after each quarterly Board meeting; chaired by the independent Chairman (John Clarke) .
| Committee | Role | Meetings Held (FY25) |
|---|---|---|
| Audit | Chair | 5 |
| Finance | Member | 5 |
| Nominating & Corporate Governance | Member | 4 |
Fixed Compensation
- Program unchanged vs FY24; no meeting fees; cash retainers paid quarterly .
- FY25 director fee schedule: Board Member $70,000 cash + $95,000 equity; Audit Chair $20,000 cash (additional) .
- Equity retainer granted quarterly; awards 100% vested on grant date .
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Cash Fees (Board member + Audit Chair) | $90,000 | $90,000 |
| Equity Awards (grant-date fair value) | $94,954 | $94,947 |
| Total Compensation | $184,954 | $184,947 |
| FY25 Equity Grant Detail | Apr 1, 2024 | Jul 1, 2024 | Oct 1, 2024 | Jan 1, 2025 |
|---|---|---|---|---|
| Shares granted (each grant) | 722 | 798 | 805 | 825 |
| Per-share closing price | $32.88 | $29.74 (Jun 28, 2024) | $29.49 (Sep 30, 2024) | $28.77 (Dec 31, 2024) |
| Vesting | 100% on grant | 100% on grant | 100% on grant | 100% on grant |
Performance Compensation
- Non-executive director compensation has no performance-based elements; equity grants are time-vested at grant (100% vest on grant) .
| Performance Metric | Applies to Director Pay? | Notes |
|---|---|---|
| Revenue growth / EBITDA / TSR / ESG | No | Director equity awards are time-vested; no PSUs or options for directors |
Other Directorships & Interlocks
- Other current public company board roles for Dalgetty: none disclosed in proxy biography .
- Compensation Committee interlocks: none; HCMC members were all independent, and no executive officer served on boards/comp committees of other entities with reciprocal ties .
Expertise & Qualifications
- Chartered accountant; extensive finance, audit, IT, and risk management leadership; recognized as Audit Committee Financial Expert .
- Cybersecurity crisis management leadership experience .
- Broad-based North American and international financial expertise; higher education and industrial sector exposure .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Ownership Guideline Compliance | Pledging/Hedging |
|---|---|---|---|---|
| Linda Dalgetty | 31,475 | <1% | All non-exec directors met guideline or are within 5-year window; guideline = 4x annual cash retainer ($280,000 FY25) with 100% retention until met | Prohibited; annual certification required (no hedging/pledging/margin accounts) |
Insider Trades & Section 16 Compliance
| Individual | Section 16(a) Compliance (FY25) | Notes |
|---|---|---|
| Linda Dalgetty | Compliant | Company reports all directors/officers complied, except one late Form 4 for Mr. Lucas (not Dalgetty) |
Related-Party Transactions & Conflicts
- Independence review found no transactions/relationships for independent directors requiring review or disqualifying relationships; Audit Committee reviews any related person transactions per policy .
- No hedging/pledging permitted; Board oversight of lobbying and political activities per Code of Business Conduct and Ethics .
Compensation Structure Analysis
- FY25 structure held flat vs FY24 (mix unchanged); cash retainers plus fully vested quarterly equity grants; no meeting fees, options, or performance-based director awards .
- Stock ownership guidelines and retention requirement reinforce alignment; potential to reduce future LTI or pay in equity for non-compliant directors .
Governance Assessment
- Strengths: Independent Audit Chair with audit financial expert designation; consistent attendance; clear stock ownership guidelines with retention; prohibition on hedging/pledging; no related-party issues identified; independent committees .
- Alignment: Quarterly equity grants and ownership guidelines support skin-in-the-game; beneficial ownership disclosed; percent <1% but meets guideline framework .
- Signals: Stable director pay program and committee leadership continuity; active executive sessions under independent Chair enhance oversight .
- RED FLAGS: None disclosed specific to Dalgetty; no late Section 16 filings; no related-party transactions; no hedging/pledging; no meeting fees that could incent over-scheduling .