Craig Loverock
About Craig Loverock
Craig Loverock, CPA, CA (age 54), has served as an independent director of Worksport Ltd. since April 22, 2019 and is the Audit Committee Chair and designated financial expert. He holds a Chartered Accountant designation from Ontario (1997) and has 24+ years of accounting and finance experience across Canada, the U.S., and England, including multiple CFO roles. The Board has determined he is independent under Nasdaq and SEC Rule 10A‑3(b)(1) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| VoiceTrust Inc. | Chief Financial Officer | Oct 2014 – May 2015 | Senior finance leadership |
| Quartz Capital Group Ltd. | Chief Financial Officer & Chief Compliance Officer | Nov 2012 – Oct 2014 | Led finance and compliance |
| CFO consulting to high-growth businesses | CFO Consultant | Jan 2010 – Nov 2012 | Advisory to multiple growth companies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Contagious Gaming Inc. | Chief Financial Officer & Corporate Secretary | Since Nov 30, 2015 | Ongoing CFO/Corp Sec role |
| Sproutly Canada Inc. | Chief Financial Officer | Current | Ongoing CFO role |
Board Governance
- Committee memberships and roles:
- Audit Committee: Chair; financial expert under SEC rules .
- Compensation Committee: Member (Chair is William Caragol) .
- Nominating & Corporate Governance Committee: Member (Chair is Ned L. Siegel) .
- Independence: Board determined Loverock is independent under Nasdaq and SEC Rule 10A‑3(b)(1) .
- Board and committee activity:
- Board met 3 times and acted by written consent 13 times in FY 2024 .
- Audit Committee held 3 meetings during 2025 .
- Family relationships: None involving Loverock; note Lorenzo Rossi is Steven Rossi’s father .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $34,197 | $21,233 |
| Option Awards ($) | $224,363 | $3,845 |
| Total ($) | $258,560 | $25,078 |
Performance Compensation
| Grant/Action | Quantity | Exercise Price | Expiration | Vesting/Terms | Notes |
|---|---|---|---|---|---|
| Options grant (independent directors) | 120,000 | $1.66 | Jan 30, 2033 | Vested; standard director options | Repriced to $0.7042 on Jul 23, 2024 |
| Options grant (independent directors) | 7,500 | $3.61 | Jul 21, 2028 | Vested; 50% at 1-year and 50% at 2-year for some grants at co. | Repriced to $0.7042 on Jul 23, 2024 |
| Annual director grant (2024) | 2,500 | $7.042 | Jul 23, 2034 | Vested options | Grant to each independent director |
| Historical options (as of 2025 ownership) | 1,500 | $55.00 | Jul 23, 2026 | Vested | Subsequently repriced to $7.042 |
| Historical options (as of 2025 ownership) | 375 | $36.10 | Jul 21, 2028 | Vested | Subsequently repriced to $7.042 |
| Historical options (as of 2025 ownership) | 3,000 | $25.10 | Dec 29, 2026 | Vested | Subsequently repriced to $7.042 |
| Historical options (as of 2025 ownership) | 6,000 | $16.60 | Jan 30, 2033 | Vested | Subsequently repriced to $7.042 |
| Historical options (as of 2025 ownership) | 938 | $7.042 | Jul 23, 2034 | Vested | 2024 grant; already at $7.042 |
- Performance metrics tied to director pay: None disclosed for directors; director equity appears service-based rather than tied to company KPIs .
Other Directorships & Interlocks
| Company | Board Role | Committee Roles | Status |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed for Loverock |
Expertise & Qualifications
- Chartered Accountant (Ontario, 1997); licensed CPA; 24+ years across Canada/U.S./UK .
- Extensive CFO and compliance experience; designated audit committee financial expert under SEC rules .
Equity Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| Shares of Common Stock Beneficially Owned | 93,750 | 13,313 |
| % of Common Stock Outstanding | <1% | 0.028% |
| Restricted Shares (vested) | 15,000 | 1,500 |
| Options exercisable (breakdown) | 15,000 @ $5.50; 20,000 @ $2.51; 40,000 @ $1.66 (repriced to $0.7042) | 1,500 @ $55.00; 375 @ $36.10; 3,000 @ $25.10; 6,000 @ $16.60 (all repriced to $7.042); 938 @ $7.042 |
| Shares pledged as collateral | Not disclosed |
Governance Assessment
- Strengths:
- Independent director; chairs Audit Committee; designated financial expert (enhances financial oversight) .
- Serves on all three key committees (Audit; Compensation; Nominating & Governance), indicating high engagement .
- Alignment and incentives:
- Mix skews to equity via stock options; modest cash retainers ($21,233 in 2024 vs. $34,197 in 2023) suggests at‑risk alignment, but low absolute ownership (0.028% in 2025) limits skin‑in‑the‑game .
- Potential red flags:
- Widespread option repricing affecting independent directors (to $0.7042 in 2024 and $7.042 in 2025) can be viewed as shareholder‑unfriendly and weakens pay‑for‑performance rigor .
- Concentrated control: CEO Steven Rossi holds Series A Preferred with 51% voting power, which may constrain independent board influence and investor confidence .
- Related‑party transactions at the company: payments to the CFO’s external accounting firm (Forbes Andersen/UHY Forbes Andersen) indicate recurring related‑party exposure, though no such transactions are disclosed involving Loverock personally .
- Board activity:
- Board met 3 times with 13 written consents in FY 2024; Audit Committee met 3 times in 2025. Individual attendance rates for Loverock are not disclosed, limiting assessment of attendance risk .
- Plan governance:
- 2025 proposals seek to ratify non‑plan option grants and to amend the equity plan evergreen from 15% annually to 18% quarterly—both are dilution and process signals investors should monitor closely .