Louise Lacchin
Venus ConceptAbout Louise Lacchin
Louise Lacchin (age 67 as of April 28, 2025) is an independent director at Venus Concept Inc. (VERO), serving on the Board since November 2019 after previously serving on the board of Venus Concept Ltd. from August 2015 to November 2019. She is Chair of the Audit Committee and a member of the Compensation Committee; the Board has determined she meets SEC/Nasdaq independence requirements for these committees. Her background includes Executive Vice President of Finance at George Weston Limited (parent of Loblaw Companies Limited), chair of Weston’s disclosure committee, and recognition among Canada’s Top 100 Most Powerful Women; she holds a B.A. in Economics and Accounting (Algoma University) and an MBA in Accounting and Finance (McMaster University).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| George Weston Limited (parent of Loblaw Companies) | Executive Vice President, Finance | 2007–2010 | Direct responsibility for treasury, tax, insurance and risk, pensions/benefits, commodity risk, financial reporting, corporate development; Chair, Disclosure Committee (2008–2010) |
| Loblaw Companies / George Weston Limited | Various positions | 1983–2010 | Progressive finance and management roles |
| Sheena’s Place | Director; Treasurer; Chair, Finance Committee | Oct 2011–May 2015 | Board/finance leadership in non-profit setting |
| Venus Concept Ltd. | Director | Aug 2015–Nov 2019 | Predecessor board to Venus Concept Inc. |
External Roles
- No additional current public company directorships are disclosed in Ms. Lacchin’s biography.
Board Governance
| Item | 2023 | 2024 |
|---|---|---|
| Audit Committee membership | Member; Chair (members: Lacchin, LaPorte, Natale) | Member; Chair (members: Lacchin, LaPorte, Natale) |
| Audit Committee meetings | 4 | 4 |
| Compensation Committee membership | Member (members: LaPorte (Chair), Lacchin, Sullivan) | Member (members: LaPorte (Chair), Lacchin, Sullivan) |
| Compensation Committee meetings | 3 | 3 |
| Nominating & Corporate Governance Committee membership | Not listed as member (members: Barry (Chair), Kong, Natale) | Not listed as member (members: Barry, Hollmig, Natale (Chair)) |
| Board meetings held | — | 15 |
| Attendance threshold | — | Each director attended ≥75% of aggregate Board and relevant committee meetings |
| Independence determination | Audit and Compensation Committee members independent under SEC/Nasdaq (includes Lacchin) | Audit and Compensation Committee members independent under SEC/Nasdaq (includes Lacchin) |
| Executive sessions (independent directors) | — | 4 during 2024 |
Notes:
- Board classification (as of 2025): Class II (term expiring at 2025 Annual Meeting): Louise Lacchin; nominated to stand for re‑election.
Fixed Compensation
| Component | Policy / Amount |
|---|---|
| Annual cash retainer (non-employee director) | $45,000 |
| Board Chair additional retainer | $30,000 (not applicable to Lacchin) |
| Committee fees — Audit | Chair: $25,000; Member: $10,000 |
| Committee fees — Compensation | Chair: $20,000; Member: $10,000 |
| Committee fees — Nominating & Gov. | Chair: $15,000; Member: $5,000 |
| 2024 cash fees earned (Lacchin) | $80,000 |
| 2023 cash fees earned (Lacchin) | $80,000 |
| Cash fee deferral (2024) | Board deferred 2024 director cash compensation to Q2 2025; aggregate deferred $664,647 |
Performance Compensation
| Equity element | 2023 | 2024 | Design / Metrics |
|---|---|---|---|
| Option awards — grant date fair value (Lacchin) | $6,518 | $0 (no option award shown) | Non-employee director options typically vest over four years (equal quarterly or 1-year cliff then monthly); unvested awards do not auto-vest on change in control; awards may be granted based on contributions/performance; no explicit performance metrics (e.g., TSR/EBITDA) disclosed for director comp |
- Mix (directional): 2023 director pay included cash ($80,000) plus small options ($6,518) for Lacchin; 2024 pay was all cash ($80,000) with no equity award listed, and timing was deferred to Q2’25 (liquidity/cost-control signal) .
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Compensation committee interlocks | None: during 2023, no member of the Compensation Committee (including Lacchin) served as an officer/employee of the Company, and no executive officer served on another company’s board/comp committee with any Company executive officer |
Expertise & Qualifications
- Finance, accounting, and executive management expertise (former EVP Finance, George Weston; oversight of treasury, tax, risk; chair of Disclosure Committee). Recognized among Canada’s Top 100 Most Powerful Women; BA (Economics & Accounting), MBA (Accounting & Finance).
- Audit Committee Chair; all Audit members financially literate; SEC “audit committee financial expert” designation applied to Mr. LaPorte (not to Lacchin). The Audit Committee oversees financial reporting and, per 2024 proxy, assists with cybersecurity risk oversight.
Equity Ownership
| Date (Reference) | Common Stock | Securities Exercisable Within 60 Days | Total Beneficial Ownership | Percent of Class |
|---|---|---|---|---|
| Apr 28, 2025 (as of) | 839 | 38 | 877 | <1.0% (asterisked in proxy) |
| Apr 22, 2024 (as of) | 7,119 | — | 7,119 | <1.0% (implied by asterisk) |
| Options Outstanding (Shares) | As of Dec 31, 2023 | As of Dec 31, 2024 |
|---|---|---|
| Shares subject to outstanding options (Lacchin) | 12,117 | 1,104 |
Policies affecting alignment:
- Insider Trading Policy prohibits hedging transactions by directors, officers, employees, and certain consultants.
Governance Assessment
- Committee leadership and independence: Lacchin chairs the Audit Committee and serves on the Compensation Committee; the Board affirms independence for these roles under SEC/Nasdaq standards, and the Audit Committee met four times in both 2023 and 2024. This supports board oversight of financial reporting and controls.
- Engagement and attendance: The Board met 15 times in 2024; each director attended at least 75% of Board and relevant committee meetings; independent directors held four executive sessions, indicating active oversight.
- Pay design and signals: Director cash fees were deferred from 2024 into Q2 2025 (aggregate $664,647), signaling cash preservation during restructuring and lender commitments. Lacchin’s 2024 director compensation was all cash ($80,000) versus 2023 which included a small options grant ($6,518), pointing to a shift away from equity in the most recent year.
- Ownership alignment: Beneficial ownership is modest (<1% of shares), with 877 shares (including 38 options/exercisables within 60 days) as of April 28, 2025; options outstanding decreased vs. prior year disclosures, consistent with capital structure changes (e.g., share count resets) over 2024–2025. While absolute ownership is small, hedging is prohibited by policy, aligning with shareholder-preferred practices.
- Conflicts/interlocks: Compensation Committee interlocks were expressly denied, and related-party transactions disclosed in the proxy focus on parties affiliated with other directors (e.g., EW Healthcare/Barry), not Lacchin. No pledging disclosed in the proxy; hedging is prohibited.
RED FLAGS to monitor:
- Low direct equity ownership may limit “skin-in-the-game,” though policy design and independence mitigate some concerns.
- Liquidity-driven deferral of director fees, while a positive alignment signal on cost discipline, underscores balance sheet stress during 2024 restructuring; continued monitoring of governance around financing and related-party transactions is warranted.