Lorenzo Rossi
About Lorenzo Rossi
Lorenzo Rossi, age 71, has served as a director of Worksport (WKSP) since December 9, 2014. His background is in education and technology; since 2005 he has been Computer Science & Communications Technology Department Head at Cardinal Carter Academy for the Arts (Toronto Catholic District School Board). He holds a Master of Education (University of Toronto, 1995) and a Bachelor of Arts (Laurentian University, 1977). Notably, Lorenzo is the father of CEO Steven Rossi, a material relationship for independence considerations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cardinal Carter Academy for the Arts (Toronto Catholic DSB) | Department Head, Computer Science & Communications Technology | 2005–present | Technology and communications leadership in academic setting |
| Worksport Ltd. | Director | Dec 9, 2014–present | Board member; no committee assignments disclosed for Lorenzo |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Academic (Toronto Catholic DSB) | Department Head | 2005–present | External professional role; no other public company directorships disclosed for Lorenzo |
Board Governance
- Independence: The Board determined that only Craig Loverock, William Caragol, and Ned L. Siegel are independent under Nasdaq and SEC rules; Lorenzo is not classified as independent (material family relationship to CEO) .
- Committee assignments: Audit Committee (Loverock—Chair, Caragol, Siegel); Compensation Committee (Caragol—Chair, Loverock, Siegel); Nominating & Corporate Governance Committee (Siegel—Chair, Loverock, Caragol). Lorenzo is not listed on any committee .
- Attendance and engagement: Board met 3 times in FY2024 and acted by written consent 13 times; Audit Committee held 3 meetings in 2025 .
- Control environment: CEO Steven Rossi owns Series A Preferred conferring 51% voting power, enabling election of directors; this is a governance risk for minority shareholders .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary / Fees ($USD) | $265,858 | $272,275 | $214,952 |
| Health/Dental/Vision ($USD) | — | $1,451 | $3,138 |
| Total Actual Paid ($USD) | $265,858 | $272,275 | $214,952 |
| Total Compensation ($USD) | $1,255,858 (includes PSUs; see performance section) | $272,275 | $272,440 (incl. $57,488 deferred paid in 2025) |
- Director compensation disclosure (as of Dec 31, 2024): Lorenzo received $211,814 fees and $3,138 other compensation; independent directors received $45,000–$50,000 cash plus option awards valued at $3,845 each .
Performance Compensation
| Award Type | Grant Date | Quantity | Terms / Vesting | Fair Value |
|---|---|---|---|---|
| Performance Share Units (PSUs) | Nov 11, 2022 | 30,000 | PSU grant; specific performance criteria for Lorenzo not disclosed | $33.00 per unit |
| Options | — | — | No option awards disclosed for Lorenzo in 2023–2024 | — |
Performance metrics table (Lorenzo-specific)
| Metric | Applies to Award | Target | Actual | Status |
|---|---|---|---|---|
| Revenue growth / Market cap / Share price | Not disclosed for Lorenzo’s PSUs | Not disclosed | Not disclosed | Not disclosed |
Plan-level provisions relevant to performance awards:
- 2022 Equity Incentive Plan allows performance units/shares and RSUs with administrator-set performance objectives; unearned awards are forfeited; change-of-control treatment is at administrator discretion .
- Clawback policy adopted Oct 2, 2023 covering performance-based awards in case of restatement or misconduct .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks / Notes |
|---|---|---|---|
| None disclosed | — | — | No external public company boards disclosed for Lorenzo; material interlock is familial relationship with CEO Steven Rossi . |
Expertise & Qualifications
- Education: M.Ed., University of Toronto (1995); B.A., Laurentian University (1977) .
- Technical/functional: Academic leadership in computer science and communications technology .
- Board qualification: Board states professional experience qualifies him to serve; no “financial expert” designation for Lorenzo .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Common | Notes |
|---|---|---|---|
| Lorenzo Rossi (Director) | Not listed in table (implies <1%) | <1% | No specific share count disclosed for Lorenzo in the beneficial ownership table as of Mar 27, 2025 (4,795,521 shares outstanding) . |
| Comparative: Craig Loverock | 13,313 | 0.28% | Includes repriced options to $7.042 strike . |
| Comparative: William Caragol | 13,313 | 0.28% | Includes repriced options to $7.042 strike . |
| Comparative: Ned L. Siegel | 13,313 | 0.28% | Includes repriced options to $7.042 strike . |
- Section 16 compliance: Insiders (directors and officers) reportedly complied with Form 3/4/5 filings timely in FY2024 .
- Pledging/hedging: No disclosures indicating pledging or hedging by Lorenzo .
- Ownership guidelines: Not disclosed for directors .
Governance Assessment
- Independence and conflicts: Lorenzo is not independent and is the father of the CEO, a clear governance conflict that can impair objective oversight of management .
- Committee effectiveness: Key oversight committees (Audit, Compensation, Nominating/Governance) exclude Lorenzo; while this mitigates some conflict risk, it also limits his formal role in governance .
- Compensation alignment: Lorenzo’s compensation in 2024 was predominantly cash ($211,814 fees plus benefits), materially higher than independent directors’ retainers; large PSU grant in 2022 ($990,000 FV) created significant equity exposure, but ongoing equity awards to Lorenzo are not disclosed for 2023–2024, indicating a shift toward fixed cash compensation .
- Ownership alignment: No beneficial ownership reported for Lorenzo in the proxy’s ownership table (likely <1%); low “skin-in-the-game” reduces alignment with shareholders .
- RED FLAGS:
- Familial relationship with CEO and non-independence status .
- CEO control via Series A Preferred (51% voting power) increases entrenchment risk and may affect board composition and effectiveness .
- Option repricing for executives and independent directors in 2024 (to $7.042) is shareholder-unfriendly; while not attributed to Lorenzo, it is a broader governance concern around equity award discipline .
- Attendance/engagement: Board met only 3 times in FY2024 with 13 written consents; Audit Committee met 3 times in 2025; per-director attendance rates were not disclosed, limiting assessment of Lorenzo’s engagement .
Implications: Lorenzo’s non-independence and familial relationship with the controlling CEO present heightened conflict risks; minimal disclosed equity ownership and a cash-heavy compensation profile in 2024 weaken alignment. Investors should monitor committee decisions (especially compensation and equity plan amendments) and any related-party transactions for robust independent oversight .