DEF 14A of Tucows Inc /Pa/
Filed Apr 23, 2026 · FY20250001437749-26-013073
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our business is managed under the direction of our Board of Directors (“Board”). Our Second Amended and Restated Bylaws, as amended (the “Bylaws”), provide that our Board determines the number of directors from time to time, which is currently set at a maximum of eight. Our directors are all subject to annual election and serve until the election or appointment and qualification of their successors or their earlier death, resignation or removal. The current term of office of all of our directors expires upon election of their successors at the 2026 Annual Meeting. Our Board of Directors is presently composed of eight members. All director nominees have agreed to be named in this proxy statement and to serve if elected. Our Board expects that all of the nominees will be available for election and willing to serve as directors. In the event that any of the nominees become unavailable or unwilling to serve as a director, proxies received will be voted for substitute nominees to be designated by our Board or, in the event no such designation is made, proxies will be voted for a lesser number of nominees. Set forth below is biographical information for each nominee standing for election at the 2026 Annual Meeting. The following descriptions also outline the specific experience, qualifications, attributes, and skills that qualify each person to serve on our Board. The directors standing for election are:
ELECTION OF DIRECTORS
| Laurenz Malte Nienaber | Chairperson and Director since May 2025 |
ELECTION OF DIRECTORS
Laurenz Malte Nienaber, 37, is an investor, board member and entrepreneur with experience in finance, technology and corporate governance. Based in Munich, Germany, he founded LMN Capital GmbH, an investment firm focused on long-term, entrepreneurial investments, in 2019 and serves as its Managing Director. Prior to founding LMN Capital, Mr. Nienaber worked across banking, IT, consulting and investment management, and also founded a company and served on multiple boards, including EQS Group and AlarmForce. Mr. Nienaber holds a Master of Science in Finance from Rotterdam School of Management and a Bachelor of Science in Information Management. Mr. Nienaber’s hands-on, analytical approach to board governance and expertise in investment strategy, risk management, and business transformation qualify him to be a director of Tucows.
ELECTION OF DIRECTORS
| Marlene Carl | Director since September 2021 |
ELECTION OF DIRECTORS
Marlene Carl, 36, became Chief Financial Officer ("CFO") in 2021 at CHAPTERS group AG (formerly MEDIQON Group AG), a German publicly traded company focused on entrepreneurial and long-term investments in companies with scalable business models from a variety of sectors, including a number of software companies. Prior to joining CHAPTERS Group AG in 2020, Ms. Carl worked in financing for eight years focusing on digital infrastructure in Europe, from Fiber-to-the-Home (“FTTH”) roll-outs in rural areas to data center construction for banks, including Berenberg and NIBC Bank N.V., based in Hamburg, London and Frankfurt. Ms. Carl holds a Master of Science from Frankfurt School of Finance & Management with a focus on Capital Markets. Ms. Carl’s experience in investment management and infrastructure financing, including FTTH projects, qualifies her to be a director of Tucows.
ELECTION OF DIRECTORS
| Lee Matheson | Director since September 2023 |
ELECTION OF DIRECTORS
Lee Matheson, 45, is a Partner at EdgePoint Investment Group Inc. Previously, Mr. Matheson was a co-founder of Broadview Capital Management Inc., and portfolio manager of the Broadview Dark Horse LP, a long / short fund focused on Canadian small cap securities. Mr. Matheson has extensive public company experience having served on the boards of Echelon Financial Holdings Inc., RDM Corporation, AlarmForce Industries Inc., WesternOne Inc., Medworxx Solutions Inc., exactEarth Ltd., Strad Inc. Mr. Matheson is currently a director of Qvantel Oy and is a Chartered Financial Analyst Charterholder. Mr. Matheson’s experience in investment management, financing, and SaaS businesses qualifies him to be a director of Tucows.
ELECTION OF DIRECTORS
| Sandra Matz | Director since May 2025 |
ELECTION OF DIRECTORS
Dr. Sandra Matz, 37, is the Lulu Chow Wang Professor of Business at Columbia Business School in New York, where she also serves as the Director of the Center for Advanced Technology and Human Performance. As a computational social scientist, she combines Big Data analytics with traditional experimental methods to study human behavior and preferences. Her research focuses on how psychological characteristics influence real-life outcomes in various business-related domains, such as financial well-being, consumer satisfaction, and team performance, aiming to assist businesses and individuals in making better decisions. Dr. Matz earned her Ph.D. in Psychology from the University of Cambridge and a B.Sc. in Psychology from the Albert-Ludwigs-University of Freiburg. Her work has been recognized with several honors, including being named one of Poets & Quants' "40 Under 40" Business School Professors in 2021, one of DataIQ's "100 Most Influential People in Data-Driven Marketing" in 2015 and 2016, and one of Pacific Standard Magazine's "Top 30 Thinkers Under 30." In addition to her academic achievements, Dr. Matz is the author of the book, "Mindmasters: The Data-Driven Science of Predicting and Changing Human Behavior." Dr. Matz’s expertise in data analytics and the science of human behavior and consumer preferences qualifies her to be a director of Tucows.
ELECTION OF DIRECTORS
| Allen Taylor | Director since May 2025 |
ELECTION OF DIRECTORS
Allen Taylor, 44, is President of GTD Partners, a consulting and advisory firm focused on providing operational and financial advisory and investment management services to a wide range of clients. Prior to this, Mr. Taylor held various key positions throughout an extensive career at Brookfield Asset Management, a leading global alternative asset manager, where he specialized in complex operational and financial turnarounds as well as portfolio management. Mr. Taylor is a Chartered Accountant whose experience and leadership has been integral in managing complex financial structures and fostering sustainable businesses that return value to investors. Mr. Taylor serves on the Board of Dye & Durham Limited., a TSX listed company, and also serves on its compensation committee and audit committee. He is based in Toronto, Canada. Mr. Taylor’s experience in private equity operations and portfolio management, complex financial structures, and strategic investments qualifies him to be a director of Tucows.
ELECTION OF DIRECTORS
| Jeffrey Tory | Director since May 2025 |
ELECTION OF DIRECTORS
Jeffrey S.D. Tory, 66, serves as Chair, Partner, Director, and Portfolio Manager at Pembroke Management Ltd., a firm he joined in 1987. Beginning his tenure as an analyst under founders Ian Soutar and Scott Taylor, Mr. Tory has dedicated nearly four decades to investing in North American growth stocks, including the media and telecom sectors. Prior to Pembroke, he was a junior analyst at Burns Fry from 1982 to 1987, where he contributed to launching the firm's small-cap research product. Mr. Tory holds a Bachelor of Arts degree from Queen's University and is a Chartered Financial Analyst (CFA) Charterholder. Beyond his professional commitments, Mr. Tory is actively involved in philanthropic and educational endeavors. He serves on the investment committees of two foundations and is an Adjunct Professor in the Applied Investment Program at McGill University. Mr. Tory resides in Montreal, Quebec. Mr. Tory’s broad leadership background, investment management expertise, and industry knowledge in media and telecom qualify him to be a director of Tucows.
ELECTION OF DIRECTORS
| Stephan Uhrenbacher | Director since May 2025 |
ELECTION OF DIRECTORS
Stephan Uhrenbacher, 57, is the Founder and Managing Director of Density Ventures GmbH, an investment company established to support deep tech startups across Europe and North America. In this capacity, he has been instrumental in launching the Sustainable Aero Lab, the world's first accelerator dedicated to sustainable aviation and energy, which has mentored over 90 startups globally. Under his leadership, the Lab secured funding from Breakthrough Energy in 2023 and 2024, an organization founded by the Gates Foundation. A seasoned entrepreneur himself, Mr. Uhrenbacher has founded several successful companies, including Qype, a leading European local reviews platform acquired by Yelp; 9flats.com, a global competitor to Airbnb; and Avocado Store, Germany's prominent eco-friendly lifestyle marketplace. His corporate experience encompasses senior management roles such as Chief Operating Officer at DocMorris.com, Head of Content at Bild.de, and Head of Northern Europe at lastminute.com. He holds a Master of Business Administration and Mechanical Engineering from a German institution and completed part of his MBA at Queens University in Canada. Mr. Uhrenbacher resides in Hamburg, Germany. Mr. Uhrenbacher’s experience in investment management, technology, and operational leadership qualify him to serve be a director of Tucows.
ELECTION OF DIRECTORS
| David Woroch | New Director nominee |
ELECTION OF DIRECTORS
Mr. Woroch, 63, is Tucows' President and Chief Executive Officer and has served in that capacity since November, 2025. He brings more than 25 years of leadership at Tucows, and a track record of driving innovation, efficiency, and long-term value creation. Since joining Tucows in 2000, he has been a leader at the Company’s flagship business, Tucows Domains, scaling it into the world’s largest wholesale domain registrar and a cornerstone of Tucows’ recurring-revenue model. He has guided multiple acquisitions—including Enom, EPAG, Ascio Technologies, the International division of Melbourne IT, and UNR Registry Services—which have expanded Tucows’ global scale and reputation. Under his leadership, Tucows Domains has become a recognized pioneer in customer experience, automation and reseller enablement, now serving more than 33,000 partners worldwide. Before joining Tucows, Mr. Woroch spent several years at IBM Canada, where he held various business development and account management roles supporting enterprise clients across the technology and communications sectors. Mr. Woroch holds an Honours Bachelor of Business Administration from Wilfrid Laurier University in Waterloo. He is based in Toronto, Canada. Mr. Woroch’s lengthy service at Tucows, including as Chief Executive Officer of the Company and Tucows Domains, has provided him with extensive knowledge of, and experience with, Tucows’ operations, strategy, financial position, and the markets in which its businesses operate, all of which qualify him to serve as a director. The Board unanimously recommends a vote FOR each of the nominees listed above.
Director Compensation
Director Compensation Under the terms of our 2006 Amended and Restated Equity Compensation Plan (the “2006 Plan”), we make automatic formula grants of non-qualified stock options to our non-employee directors and members of committees of our Board as described below. All stock-based compensation for our non-employee directors is governed by our 2006 Plan or its predecessor, our 1996 Equity Compensation Plan (the “1996 Plan”). All options granted under the automatic formula grants vest after one year, have an exercise price equal to the fair market value per common share as determined by the per share price as of the close of business on the date of grant and have a five-year term. Options are granted to directors under the 2006 Plan as follows:
Director Compensation
| ● | on the date a non-employee director becomes a director, he or she is granted options to purchase 4,375 shares of our common stock; | | ● | on the date a director becomes a member of the Audit Committee, he or she is granted options to purchase 3,750 shares of our common stock; | | ● | on the date a director becomes a member of the Governance Committee, he or she is granted options to purchase 2,500 shares of our common stock; and | | ● | on the date a director becomes a member of the Compensation Committee, he or she is granted options to purchase 2,500 shares of our common stock; and | | ● | on each date on which we hold our annual meeting of shareholders, each non-employee director in office immediately before and after the annual election of directors receives an automatic grant of options to purchase 3,750 shares of our common stock. |
Director Compensation
Directors who are employees or non-employee consultants receive no additional or special compensation, including no grants of nonqualified stock options, for serving as directors. All annual fees are paid to our directors in quarterly installments. Each non-employee member of the Board will receive $50,000 annually, the Chairperson of the Board will additionally receive $15,000 annually; each Chair of the Audit Committee, Governance Committee and Compensation Committee will additionally receive $15,000 annually; and each member of the Audit, Committee Governance Committee and Compensation Committee will additionally receive $12,000 annually. In recognition of the additional time commitment and responsibilities undertaken by the Board beyond its normal duties during Fiscal 2024, the Company approved a one-time special cash payment of $10,000 (USD) to each non-employee director. The payment was made in March 2025. The Company also purchases directors and officer's liability insurance for the benefit of its directors and officers as a group in the amount of $30 million. The Company also reimburses its directors for their reasonable out-of-pocket expenses incurred in attending meetings of the Board or its committees. The table below shows all compensation paid to each of our non-employee directors during 2025.
Director Compensation
| Name | Fees earned or paid in cash ($) | Option awards ($)(1)(2) | Total ($) | | (a) | (b) | (d) | (h) | | Stephen Uhrenbacher | $47,250 | $80,095 | $127,345 | | Laurenz Malte Nienaber | 47,250 | 59,109 | 106,359 | | Allen Taylor | 47,250 | 90,588 | 137,838 | | Jeffrey Tory | 47,250 | 69,602 | 116,852 | | Sandra Matz | 38,045 | 59,109 | 97,154 | | Elliot Noss | 8,333 | - | 8,333 | | Lee Matheson | 73,841 | 32,677 | 106,518 | | Marlene Carl | 72,000 | 32,677 | 104,677 | | Allen Karp | 38,591 | - | 38,591 | | Erez Gissin | 33,955 | - | 33,955 | | Gigi Sohn | 33,955 | - | 33,955 | | Jeffrey Schwartz | 39,750 | - | 39,750 | | Robin Chase | 45,545 | - | 45,545 | | | $573,014 | $423,857 | $996,871 |
Director Compensation
| (1) The amounts reported in this column represent the aggregate grant date fair value of the option grants calculated in accordance with the FASB Accounting Standards Codification (“ASC”) 718 and based on the Black-Scholes option-pricing model using the same assumptions that are set forth in “Note 15 – Stock Option Plans” to the Consolidated Financial Statements, including Part II, Item 8 of the 2025 Annual Report. Under the 2006 Plan, these options vest one year after the grant date and have a five-year term. | | (2) On May 20, 2025 each of our elected non-employee directors at the time were awarded automatic formula option grants with an exercise price of $19.21 and a grant date fair value of $8.71. The aggregate number of option awards outstanding at December 31, 2025 is as follows for each of the following non-employee directors: Nil for Mr. Karp; Nil for Mr. Gissin; Nil for Ms. Sohn; Nil for Mr. Schwartz; Nil for Ms. Chase; 14,375 for Mr. Matheson; 23,125 for Ms. Carl; 9,375 for Mr. Uhrenbacher; 6,875 for Mr. Nienaber; 10,625 for Mr. Taylor; 8,125 for Mr. Tory; 6,875 for Dr. Matz and Nil for Mr. Noss. |
Philosophy
*Mr. Woroch became Chief Executive Officer of Tucows Inc on November 6, 2025. Mr. Ivanov became Chief Executive Officer of Ting on November 6, 2025. Mr. Noss served as Chief Executive Officer of Tucows Inc., and Ting until his resignation effective November 6, 2025. Our philosophy is to provide a mix of compensation that motivates our executives to achieve our short and long- term performance goals in a market-competitive and fiscally responsible way, which in turn will create value for our shareholders. We achieve our objectives by designing our executive compensation program so that a substantial amount of our NEOs’ compensation is performance-based to ensure the actual compensation paid to our executives is appropriately aligned with our Company’s performance and shareholder long-term interests. Beginning Fiscal 2023 the Company enhanced the linkage between individual compensation and Company performance by determining variable compensation based on scorecards comprised of organizational targets aligned to each executive's area of responsibility. In addition, long-term equity awards, including parent company and subsidiary stock options, further align executive interests with shareholder value creation. More specifically, our executive compensation programs are designed to:
Stock Grant Practices
Stock Grant Practices The Company maintains a structured process for granting stock options to ensure consistency, transparency, and adherence to corporate governance practices. Stock option awards to executive officers and employees are granted by and at meetings of the Compensation Committee on a predetermined schedule. The Compensation Committee does not consider material nonpublic information when determining the timing or terms of stock option awards. Historically, annual equity awards for executive officers have been granted on or around the date of the Company’s annual meeting of shareholders. In addition to the annual grant cycle, stock awards may be issued at other times throughout the year for new hires, employee promotions, and other special circumstances. The Compensation Committee has delegated the authority to approve off-cycle grants to employees, other than executive officers, to the People Team, subject to the guidelines established by the Compensation Committee. Stock option grants to non-employee directors are based on a predetermined formula and are automatically granted on the date of the annual meeting of shareholders to each non-employee director serving immediately following such meeting. Additional information regarding non-employee director compensation can be found in the Corporate Governance: Director Compensation section of this proxy statement. During Fiscal 2025, the Company did not grant equity awards to its named executive officers within the four business days preceding or the one business day following the filing of a periodic report on Form 10-Q or Form 10-K or the filing or furnishing of a Form 8-K that disclosed material nonpublic information. The Company does not time the disclosure of material nonpublic information for the purpose of influencing the value of stock option grants or executive compensation.
Determining Total Compensation
Determining Total Compensation With respect to each NEO, in determining total compensation, the Compensation Committee considers the Company’s compensation philosophy as outlined above, comparative market data and specific factors relative to each NEO’s responsibilities and performance. We do not specifically benchmark compensation for our NEOs in terms of picking a particular percentile relative to other people with similar titles at peer group companies. We believe that many subjective factors unique to each NEO’s responsibilities and performance are not adequately reflected or otherwise accounted for in a percentile-based compensation determination. In addition, in determining the appropriate level of total compensation for our NEOs, the Compensation Committee (i) reviews and considers the performance of each NEO, and (ii) considers, for each NEO, the estimated amount of total compensation:
Annual Cash Incentive Bonuses
Annual Cash Incentive Bonuses We use annual cash incentive bonuses to communicate specific goals that are of primary importance during the coming year and motivate our senior officers and NEOs to achieve these goals. Each year, we assess if our corporate financial and strategic objectives are optimally aligned with our management incentive compensation plan to motivate and reward our senior executives, including our NEOs, to attain specific short-term performance objectives that, in turn, further our long-term business objectives. These objectives are based upon corporate or service-related targets, rather than individual objectives. In setting target payout levels under our management incentive compensation plan, our Compensation Committee considers historical payouts, the total cost to the Company should performance objectives be achieved and our retention needs. The Compensation Committee determines the initial level of funding for the annual incentive bonus pools during the annual budgeting process and approves provisional semi-annual payments, computed on a pro-rata basis, based on semi-annual minimum year-to-date targets for our senior officers, including NEOs, taking into account the Company’s actual performance on a year-to-date basis. The future holdback percentage could be adjusted for each semi-annual period should circumstances warrant it. The Compensation Committee retains the right to interpret, rescind, prescribe, amend or suspend payment under our management incentive compensation plan at any time. Changes made by the Compensation Committee will however only be on a prospective basis so will not impact any semi-annual rights our NEO’s and senior officers may have up to the date of the change. The performance goals under our management incentive compensation plan consists of two components; namely, an incentive bonus and an overachievement bonus, each with established thresholds and maximum achievement levels. For the incentive bonus component, achievement of established targets for each NEO will equate to 100% of the bonus being paid. Where 75% of an established target is achieved (“floor level”) this will result in 50% of the bonus being paid. Below the floor level no bonus is payable. In those cases, where achievement is between the floor level and the established target, straight-line interpolation is applied from the established target levels.
Incentive Bonus program
Incentive Bonus program The table below summarizes the 2026 and 2025 incentive bonus opportunities for our NEOs.
Incentive Bonus program
| | 2026 | | 2025 | | | Named Officer | Target incentive Bonus Opportunity(1) | Basis for Target incentive Bonus for 2026 | Target incentive Bonus Opportunity(1) | Basis for Target incentive Bonus for 2025 | | David Woroch(2) | $474,800 | 100% Tucows targets | $166,848 | 100% Tucows Domains targets | | Ivan Ivanov | $254,616 | 100% Tucows targets | $240,000 | 50% Ting targets; 25% Wavelo targets; and 25% Tucows Domains targets | | Justin Reilly | $343,609 | 100% Wavelo targets | $327,022 | 100% Wavelo targets | | Bret Fausett | $216,300 | 100% Tucows targets | $210,000 | 50% Ting targets; 25% Wavelo targets; and 25% Tucows Domains targets | | Elliot Noss(2) | - | Not applicable | $451,880 | 50% Ting targets; 20% Wavelo targets; and 30% Tucows Domains targets |
Incentive Bonus program
| (1) All dollar amounts below are shown U.S. dollars. Amounts payable in Canadian dollars for 2025 and 2026 have been converted into U.S. dollars based upon the exchange rate of 1.369 Canadian dollars for each U.S. dollar, the average OANDA exchange rate for the year ended December 31, 2025. | | (2) Mr. Woroch became Chief Executive Officer of Tucows Inc on November 6, 2025. Mr. Noss served as Chief Executive Officer until his resignation effective November 6, 2025. |
Incentive Bonus program
Our Compensation Committee determined the achievement of the financial objectives applicable under the management incentive compensation plan for 2025 had been partially achieved. In connection with the Compensation Committee’s annual review process, the Committee also approved a new set of performance goals under our management incentive compensation plan for Fiscal 2026 and decided not to increase the incentive bonus target opportunity for our NEOs.
Equity-Based Awards
Equity-Based Awards We believe that equity-based awards encourage our NEOs to focus on the long-term performance of our business. Our Board grants equity awards to executives and other employees in order to enable them to participate in the long-term appreciation of our stock price. Additionally, we believe our equity awards provide an important retention tool for our NEOs, as they are subject to multi-year vesting. The equity awards can be Company Options and Subsidiary Options. To date, we have not adopted stock ownership guidelines for our NEOs. Historically, we have granted equity-based awards in the form of Company Options, including options granted at the commencement of employment and additional awards each year. The size of the initial option grant made to each NEO upon joining our company is primarily based on competitive conditions applicable to the NEO's specific position. For subsequent equity grants to our NEOs, our Compensation Committee receives input from our CEO and the People Team leadership. In connection with its annual review process, the Compensation Committee approved, effective June 17, 2025, the following Company Option awards to Messrs. Noss, Woroch and Fausett. These options vest in equal installments on each of the first four anniversaries of the grant date, generally subject to the NEO's continued employment with us. In connection with his promotion to Chief Executive Officer, the Compensation Committee approved a grant of 20,000 stock options to Mr. Woroch on November 26, 2025 under the Company’s equity compensation plan. The Compensation Committee determined that this award supports the Company’s executive compensation objectives by aligning Mr. Woroch’s interests with long-term shareholder value and promoting retention. The options vest in four equal annual installments beginning one year after the grant date and have an exercise price equal to the fair market value of the Company’s common stock on the date of grant. On September 8, 2025, the Compensation Committee approved a grant of 20,000 stock options to Mr. Ivanov, Chief Financial Officer, in recognition of his increased responsibilities and contributions to the Company. The award was granted under the Company’s equity compensation plan to reinforce alignment with the Company’s long-term performance objectives and support retention. These options vest in four equal annual installments beginning one year after the grant date and have an exercise price equal to the fair market value of the Company’s common stock on the date of grant. Please see “Note 15. Stock Option Plans” to Consolidated Financial Statements, for a detailed description of these plans. The following table sets forth the number of Company Options granted in Fiscal 2025 and their corresponding aggregate grant date fair value as of December 31, 2025.
Severance and Change of Control Benefits
Severance and Change of Control Benefits Our Board believes that it is necessary to offer senior members of our executive team severance benefits to ensure that they remain focused on executing our strategic plans, including in the event of a proposed or actual acquisition. We have entered into employment agreements with our NEOs to provide them with additional severance benefits upon an involuntary termination of employment under specified circumstances prior to and following a change of control. The terms of these agreements are described below in "Potential Payments on Termination or Change in Control."
Benefits
| ● | long-term disability insurance; |
Compensation Risk Assessment
| ● | the balance between short- and long-term incentives; |
Compensation Risk Assessment
| ● | use of qualitative as well as quantitative performance factors in determining compensation payouts, including minimum and maximum performance thresholds, funding that is based on actual results measured against pre-approved financial and operational goals, and metrics that are clearly defined; |
Compensation Risk Assessment
| ● | incentive compensation that includes a stock component where value is best realized through long-term appreciation of stockholder value; and |
Summary Compensation Table
Summary Compensation Table The following Summary Compensation table provides a summary of the compensation earned by our NEOs, comprising our Chief Executive Officer, our Chief Financial Officer, our two most highly compensated executive officers for services rendered in all capacities during 2025, and our former President and Chief Executive Officer. Specific aspects of this compensation are dealt with in further detail in the tables that follow. All dollar amounts below are shown in U.S. dollars. If necessary, amounts that were paid in Canadian dollars during Fiscal 2025 were converted into U.S. dollars based upon the exchange rate of 1.3979 Canadian dollars for each U.S. dollar, which represents the average exchange rate for 2025.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Non-Equity Incentive Plan(1) ($) | Option Awards(3) ($) | All Other Compensation(4) ($) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | David Woroch(6) | 2025 | $322,440 | $227,178 | $232,598 | $3,035 | $785,251 | | Chief Executive Officer, | 2024 | 292,141 | 153,502 | 141,089 | 8,034 | 594,766 | | Tucows Inc. and Tucows Domains | 2023 | 296,472 | 163,982 | 55,815 | 7,041 | 523,310 | | Ivan Ivanov(7) | 2025 | 406,000 | 177,292 | 169,252 | 14,600 | 767,144 | | Chief Financial Officer, and | 2024 | 166,667 | 111,756 | 195,800 | 109,201 | 583,424 | | Chief Executive Officer, Ting | 2023 | - | - | - | - | - | | Justin Reilly | 2025 | 560,838 | 83,159 | - | 715 | 644,712 | | Chief Executive Officer, | 2024 | 572,597 | - | - | 876 | 573,473 | | Wavelo | 2023 | 581,085 | 355,104 | - | 1,482 | 937,671 | | Bret Fausett | 2025 | 350,000 | 154,362 | 10,566 | 14,600 | 529,528 | | Chief Legal Officer, and | 2024 | 350,000 | 186,900 | 125,297 | 14,800 | 676,997 | | Vice President, Regulatory Affairs | 2023 | 350,000 | 167,290 | 39,070 | 17,913 | 574,273 | | Elliot Noss(6) | 2025 | 410,980 | 133,008 | 42,300 | 2,555,164 | 3,141,452 | | Former President and Chief Executive Officer, | 2024(8) | 474,730 | 352,466 | 141,089 | 7,449 | 975,734 | | Tucows Inc., and Ting | 2023(8) | 481,767 | 390,766 | 55,815 | 210,372 | 1,138,720 |
Summary Compensation Table
| (1) Represents bonus earned under our incentive programs during the fiscal years ended December 31, 2025, 2024 and 2023. |
Summary Compensation Table
Of the 2025 amount, the following amounts representing the bonus for the third and fourth quarter will be paid in March 2026:
Summary Compensation Table
| David Woroch | $139,132 | | Ivan Ivanov | $90,698 | | Justin Reilly | $- | | Bret Fausett | $78,593 | | Elliot Noss | $- |
Summary Compensation Table
Of the 2024 amount, the following amounts representing the bonus for the third and fourth quarter were paid in March 2025:
Summary Compensation Table
| David Woroch | $103,828 | | Ivan Ivanov | $111,756 | | Justin Reilly | $- | | Bret Fausett | $101,457 | | Elliot Noss | $199,999 |
Summary Compensation Table
Of the 2023 amount, the following amounts representing the bonus for the third and fourth quarter were paid in February 2024:
Summary Compensation Table
| David Woroch | $84,585 | | Ivan Ivanov | $- | | Justin Reilly | $106,531 | | Bret Fausett | $79,883 | | Elliot Noss | $174,887 |
Summary Compensation Table
| (3) Represents the aggregate grant date fair value of such Company Options, calculated in accordance with ASC 718. Please see “Note 15. Stock Option Plans” to the Consolidated Financial Statements included in Part II, Item 8 of Tucows' Annual Report, for a discussion of the assumptions underlying these calculations. |
Summary Compensation Table
| (4) Amounts reported in this column are comprised of the following items: |
Summary Compensation Table
| | | Additional Health Spending | Car Allowance | One-time Payment | Subsidiary Stock | Retirement Allowance | Consulting Fees | All other Compensation | | | Year | Credits ($) | ($) | ($) | Options(5)($) | ($) | ($) | ($) | | David Woroch(6) | 2025 | $2,003 | $1,032 | $- | $- | $- | - | $3,035 | | | 2024 | 2,556 | 5,478 | - | - | - | - | 8,034 | | | 2023 | 1,482 | 5,559 | - | - | - | - | 7,041 | | Ivan Ivanov(7) | 2025 | 600 | - | - | | 14,000 | - | 14,600 | | | 2024 | - | - | - | 109,201 | - | - | 109,201 | | | 2023 | - | - | - | - | - | - | - | | Justin Reilly | 2025 | 715 | - | - | - | - | - | 715 | | | 2024 | 876 | - | - | - | - | - | 876 | | | 2023 | 1,142 | - | - | | - | - | 1,142 | | Bret Fausett | 2025 | 600 | - | - | - | 14,000 | - | 14,600 | | | 2024 | 1,000 | - | - | - | 13,800 | - | 14,800 | | | 2023 | - | - | - | 5043 | 12,870 | - | 17,913 | | Elliot Noss(6) | 2025 | 716 | 1,238 | 2,508,210 | - | - | 45,000 | 2,555,164 | | | 2024 | 876 | 6,573 | - | | - | - | 7,449 | | | 2023 | 2,001 | 6,671 | - | 201,700 | - | - | 210,372 |
Summary Compensation Table
| (5) Represents the aggregate grant date fair value of such Subsidiary Options, calculated in accordance with ASC 718. Please see “Note 15. Stock Option Plans” to Consolidated Financial Statements included in Part II, Item 8 of the Tucows’ Annual Report, for a discussion of the assumptions underlying these calculations. | | (6) Mr. Woroch was appointed Chief Executive Officer of Tucows Inc. effective November 6, 2025. His reported salary reflects compensation earned both prior to and following his appointment as CEO and is therefore blended for the fiscal year. Mr. Noss served as Chief Executive Officer until his resignation, also effective November 6, 2025. | | (7) Mr. Ivanov became Chief Financial Officer on August 5, 2024. Mr. Singh served as Chief Financial Officer until his resignation effective August 2, 2024. | | (8) The amounts reported for Mr. Noss for 2024 and 2023 have been corrected in the Company's Annual Report on Form 10-K filed with the SEC on March 12, 2026, from those previously disclosed, to reflect an immaterial error identified subsequent to filing. |
Executive Pay Ratio
Executive Pay Ratio During Fiscal 2025 more than one individual served as PEO at different times during the year. In accordance with Instruction 10 to Item 402(u) of Regulation S-K, the Company determined to use the annual total compensation of the individual serving as PEO on December 31, 2025, Mr. Woroch, for purposes of calculating the pay ratio. Mr. Woroch’s compensation was annualized based on his base salary and target annual incentive opportunity in effect as of December 31, 2025. For Fiscal 2025, the annualized total compensation of our PEO was $949,520 and the annual total compensation of our median employee was $75,493. Based on this information, the ratio of the annual total compensation of our PEO to that of our median employee was approximately 13 to 1. The pay ratio was determined using a measurement date of December 31, 2025 and based on employees active as of that date. To identify the median employee, the Company used annual base salary plus target annual incentive opportunity as the consistently applied compensation measure. The Company (i) calculated the sum of annual base salary and target annual incentive opportunity for each employee (excluding the PEO), (ii) ranked such amounts from lowest to highest, and (iii) identified the median employee. For employees paid in currencies other than U.S. dollars, compensation amounts were converted to U.S. dollars using the applicable exchange rates in effect as of December 31, 2025.
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table sets forth information concerning Company plan-based awards granted to our NEOs in 2025:
Grants of Plan-Based Awards
| | | Estimated future payouts under non-equity incentive plan awards(1) | | | All other stock awards: Number of shares of stock or units (#) | Exercise or base price of option awards ($/Sh) | Grant date fair value of stock and option awards(2) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | | ($) | ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | David Woroch(3) | - | $237,400 | $474,800 | $474,800 | - | - | - | | | 6/5/2025 | - | - | - | 2,250 | 19.57 | 21,150 | | | 11/26/2025 | - | - | - | 20,000 | 21.58 | 211,448 | | Ivan Ivanov | - | 120,000 | 240,000 | 240,000 | - | - | - | | | 9/8/2025 | - | - | - | 20,000 | 17.38 | 169,252 | | Justin Reilly | - | 163,511 | 327,022 | 327,022 | - | - | - | | Bret Fausett | - | 105,000 | 210,000 | 210,000 | - | - | - | | | 6/5/2025 | | | | 1,124 | 19.57 | 10,566 | | Elliot Noss(3) | 6/4/2025 | | | | 4,500 | 19.57 | 42,300 |
Grants of Plan-Based Awards
| (1) The amounts represent the range of payouts under the 2025 Annual Cash Incentive Bonus plan assuming the achievement of corporate and individual performance targets as further described in "Annual Cash Incentive Bonuses." Amounts above reflect adjustment for any changes in base pay and resulting target bonus percentage during 2025. | | (2) Represents the grant date fair value of such awards, calculated in accordance with ASC 718. Please see “Note 15. Stock Option Plans” to the Consolidated Financial Statements included in Part II, Item 8 of the Tucows’ Annual Report, for a discussion of the assumptions underlying these calculations. | | (3) Mr. Woroch became Chief Executive Officer of Tucows Inc on November 6, 2025. Mr. Noss served as Chief Executive Officer until his resignation effective November 6, 2025. |
Grants of Plan-Based Awards
The following table sets forth information concerning Subsidiary-based plan awards granted to our NEOs in 2025:
Grants of Plan-Based Awards
| Name | Grant date | All other option awards: Number of shares underlying Company options | Exercise or base price of option awards ($) | Grant date fair value of option awards(1) ($) | | David Woroch(2) | | - | - | | | Ivan Ivanov | | - | - | - | | Justin Reilly | | - | - | - | | Bret Fausett | | - | - | - | | Elliot Noss(2) | | - | - | - |
Grants of Plan-Based Awards
| (1) Represents the grant date fair value of such awards, calculated in accordance with ASC 718. Please see “Note 15. Stock Option Plans” to the Consolidated Financial Statements included in Part II, Item 8 of the Tucows Annual Report, for a discussion of the assumptions underlying these calculations. |
Grants of Plan-Based Awards
| (2) Mr. Woroch became Chief Executive Officer of Tucows Inc on November 6, 2025. Mr. Noss served as Chief Executive Officer until his resignation effective November 6, 2025. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth information concerning Company Stock Options held by the named executive officers as of December 31, 2025:
Outstanding Equity Awards at Fiscal Year-End
| Name | Number of Securities Underlying Unexercised Company Options (#) Exercisable | Number of Securities Underlying Unexercised Company Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | | David Woroch(1) | 2,250 | - | $62.12 | 5/28/2026 | | | 2,250 | - | 60.01 | 5/28/2027 | | | 4,000 | - | 79.44 | 5/12/2028 | | | 7,500 | 2,500 | 41.97 | 6/17/2029 | | | 2,500 | 2,500 | 26.78 | 6/29/2030 | | | 3,750 | 11,250 | 20.59 | 6/29/2030 | | | | 2,250 | 19.57 | 6/5/2032 | | | - | 20,000 | 21.58 | 11/26/2032 | | | 22,250 | 38,500 | | | | Ivan Ivanov | 8,928 | 11,072 | $21.88 | 7/15/2031 | | | - | 20,000 | 17.38 | 9/8/2032 | | | 8,928 | 31,072 | | | | Justin Reilly | 6,750 | - | $55.19 | 9/16/2026 | | | 2,250 | - | 60.01 | 5/28/2027 | | | 4,000 | | 79.44 | 5/12/2028 | | | 3,750 | 1,250 | 41.97 | 6/17/2029 | | | 16,750 | 1,250 | | | | Bret Fausett | 1,124 | - | $62.12 | 6/4/2025 | | | 1,124 | - | 60.01 | 5/27/2026 | | | 2,498 | - | 79.44 | 5/27/2027 | | | 1,875 | 625 | 41.97 | 5/11/2028 | | | 443 | 1,299 | 26.78 | 6/16/2029 | | | 875 | 2,675 | 20.59 | 6/29/2030 | | | 2,500 | 7,500 | 20.25 | 6/17/2031 | | | - | 1,124 | 19.57 | 6/5/2032 | | | 10,439 | 13,173 | | | | Elliot Noss(1) | 4,500 | - | 62.12 | 5/28/2026 | | | 4,500 | - | 60.01 | 5/28/2027 | | | 5,000 | - | 79.44 | 5/12/2028 | | | 5,000 | - | 41.97 | 6/17/2029 | | | 5,000 | - | 26.78 | 6/29/2030 | | | 15,000 | - | 20.59 | 6/17/2031 | | | 4,500 | - | 19.57 | 6/5/2032 | | | 43,500 | - | | |
Outstanding Equity Awards at Fiscal Year-End
| (1) Mr. Woroch became Chief Executive Officer of Tucows Inc on November 6, 2025. Mr. Noss served as Chief Executive Officer until his resignation effective November 6, 2025. |
Outstanding Equity Awards at Fiscal Year-End
The stock options grants listed in the above table were issued under our 2006 Plan. Under the 2006 Plan, these options primarily vest over a period of four years and have a 7-year term. These options are not exercisable for one year after the grant. Thereafter they become exercisable at the rate of 25% per annum, becoming fully exercisable after the fourth year. The following table sets forth information concerning Subsidiary Stock Options held by the named executive officers as of December 31, 2025:
Outstanding Equity Awards at Fiscal Year-End
| Name(2) | Number of Securities Underlying Unexercised Subsidiary Options (#) Exercisable | | Number of Securities Underlying Unexercised Subsidiary Options (#) Unexercisable | | Option Exercise Price ($) | Option Expiration Date | | | Wavelo | Ting | Wavelo | Ting | | | | Ivan Ivanov | 15,625 | - | 134,375 | - | 1.27 | 7/14/2031 | | | 15,625 | - | 134,375 | - | | | | Justin Reilly | 4,500,000 | - | - | - | 1.27 | 11/8/2029 | | | 4,500,000 | - | - | - | | | | Bret Fausett | 75,000 | - | - | - | 1.27 | 11/8/2029 | | | - | 25,000 | - | - | 6.00 | 1/15/2030 | | | 75,000 | 25,000 | - | - | | | | Elliot Noss(1) | 1,000,000 | - | - | - | | | | | | 2,000,000 | | | | | | | 1,000,000 | 2,000,000 | - | - | | |
Outstanding Equity Awards at Fiscal Year-End
| (1) Mr. Noss served as Chief Executive Officer until his resignation effective November 6, 2025. | | (2) David Woroch, Tucows Chief Executive Officer effective November 6, 2025, did not hold any Subsidiary Stock Options in 2025. |
Outstanding Equity Awards at Fiscal Year-End
The stock option grants listed in the above table were issued under the Wavelo, Inc. 2022 Equity Compensation Plan ("Wavelo ECP") and the Ting, Inc. 2022 Equity Compensation Plan ("Ting ECP") adopted in 2022 and 2023 respectively. Under the Wavelo ECP, these options primarily vest over a period of three years and have a 7-year term. For the initial grants under the plan, the first 25% became exercisable within three months and vesting ratably monthly thereafter, after the third year. Under the Ting ECP, these options primarily vest over a period of four years and have a 10-year term.
Director Compensation
Director Compensation The required information regarding our director compensation is set forth in the “Corporate Governance” section of this proxy statement and is incorporated herein by reference.
Potential Payments on Termination or Change In Control
Potential Payments on Termination or Change In Control We have certain agreements that require us to provide compensation to our NEOs in the event of a termination of employment or a change in control of Tucows. These agreements are summarized following the table below and do not include any payment for termination for cause. The tables below show estimated compensation payable to each NEO upon various triggering events. Actual amounts can only be determined upon the triggering event. Please refer to the Separation of Elliot Noss, referenced in this section, for the description of Mr. Noss’ separation agreement and the severance benefits received therein.
Potential Payments on Termination or Change In Control
| Ivan Ivanov(1) | Termination | Change in Control | | | without Cause (Dollar amounts in U.S. dollars) | (Dollar amounts in U.S. dollars) | | Compensation | | | | Base Salary/Severance(2) | 412,000 | 412,000 | | Bonus Plan(3) | 247,200 | 247,200 | | Acceleration of Unvested Equity Awards(4) | - | - | | Benefits(5) | | | | Healthcare Flexible Spending Account | - | - | | | $659,200 | $659,200 |
Potential Payments on Termination or Change In Control
| Bret Fausett(1) | Termination | Change in Control | | | without Cause (Dollar amounts in U.S. dollars) | (Dollar amounts in U.S. dollars) | | Compensation | | | | Base Salary/Severance(2) | $408,333 | $408,333 | | Bonus Plan(3) | 245,000 | 245,000- | | Acceleration of Unvested Equity Awards(4) | - | - | | Benefits(5) | | | | Healthcare Flexible Spending Account | | - | | | $653,333 | $653,333 |
Potential Payments on Termination or Change In Control
| Justin Reilly(1) | Termination | Change in Control | | | without Cause (Dollar amounts in U.S. dollars) | (Dollar amounts in U.S. dollars) | | Compensation | | | | Base Salary/Severance(2) | $841,743 | $841,743 | | Bonus Plan(3) | 505,046 | 505,046 | | Acceleration of Unvested Equity Awards(4) | - | - | | Benefits(5) | | | | Healthcare Flexible Spending Account | 730 | 730 | | | $1,347,519 | 1,347,519 |
Potential Payments on Termination or Change In Control
| David Woroch(1) | Termination | Change in Control | | | without Cause (Dollar amounts in U.S. dollars) | (Dollar amounts in U.S. dollars) | | Compensation | | | | Base Salary/Severance(2) | $1,822,227 | $1,822,227- | | Bonus Plan(3) | 1,822,227 | 1,822,227- | | Acceleration of Unvested Equity Awards(4) | - | 405,964 | | Benefits(5) | | | | Healthcare Flexible Spending Account | 7,850 | 7,850 | | | $3,652,304 | $4,058,268 |
Potential Payments on Termination or Change In Control
| (1) For the purpose of the table we assumed an annual base salary at the executive’s level as of December 31, 2025. | | (2) For Mr. Ivanov, severance compensation is twelve (12) months of base salary if termination occurs prior to the 19-month anniversary of his Effective Date of July 15, 2024, and thereafter six (6) months of base salary plus one (1) week of base salary for each completed year of service subject to a maximum of twenty-four (24) months of base salary. For Mr. Fausett, severance compensation is six (6) months of base salary plus one additional month of base salary for each completed year of service, subject to a maximum of twenty-four (24) months. For Mr. Reilly, severance compensation is twelve (12) months of base salary plus one)1) additional month of base salary for each completed year of service, subject to a maximum of twenty-four (24) months. For Mr. Woroch, severance compensation is payable if termination occurs prior to November 30, 2029 at an amount equal to his remaining base salary through November 30, 2029; in addition to pro-rata target annual incentive bonus payments through November 30, 2029, calculated at 100% of base salary and prorated for partial years; continued vesting of outstanding equity awards through November 30, 2029; and continuation of health and dental benefits until November 30, 2029. | | (3) For the purpose of the table we assumed that the annual incentive bonus target as of December 31, 2025 had been achieved and that no overachievement bonus or special bonuses would be payable. | | (4) For Messrs. Ivanov, Fausett, Reilly and Woroch, their options continue to vest through and until the end of any severance period. Amounts disclosed in this table are equal to the closing market value of our common stock as of December 31, 2025, minus the exercise price, multiplied by the number of unvested shares of our common stock that would vest. The closing market value of our common stock on December 31, 2025 was $22.42. | | (5) Pay for unused vacation, extended health, matching registered retirement savings plan benefit, life insurance and accidental death and dismemberment insurance are standard programs offered to all employees and are therefore not reported. |
Pay Versus Performance
Pay Versus Performance The below table and related disclosure is provided in compliance with Item 402(v) of Regulation S-K (the “PvP disclosure rules”), which presents for the previous five fiscal years: (i) the total and average total compensation set forth in the Summary Compensation Table (“SCT”) for the Chief Executive Officer and the named executive officers as a group (excluding the Chief Executive Officer), respectively; (ii) the total and average total “compensation actually paid” (as determined in accordance with the PvP disclosure rules) for the Chief Executive Officer (“Compensation Actually Paid to PEO”) and the named executive officers as a group (excluding the Chief Executive Officer) (“Average Summary Compensation Actually Paid to Non-PEO NEOs”), respectively; (iii) the Company’s cumulative Total Shareholder Return (“Cumulative TSR”) and the cumulative TSR (“Peer Group Cumulative TSR”) of our Item 402(v) peer group (“PvP Peer Group”); (iv) Net Income; and (v) Adjusted EBITDA.
Pay Versus Performance
| | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation on Table Total for Mr Woroch(1) | Summary Compensation on Table Total for Mr Noss(1) | Compensation Actually Paid to Mr Woroch(1)(2) | Compensation Actually Paid to Mr Noss(1)(2) | Average Summary Compensation on Table Total for Non- PEO NEOs(3) | Average Summary Compensation Actually Paid to Non- PEO NEOs(2) | Total Shareholder Return | Peer Group Total Shareholder Return(4) | Net Income (In Thousands) | Total Adjusted EBITDA (In Thousands)(5) | | (a) | (b) | (c) | | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | $785,251 | $3,141,452 | $886,830 | $3,082,161 | $647,128 | $606,040 | $30 | $138 | $(75,819) | $50,598 | | 2024 | - | 975,733 | | 506,637 | 670,289 | 561,620 | 28 | 158 | (109,860) | 34,917 | | 2023 | - | 1,138,720 | | 2,054,067 | 640,572 | 999,061 | 44 | 119 | (96,197) | 15,451 | | 2022 | - | 1,306,202 | | 967,399 | 1,273,460 | 1,150,132 | 55 | 82 | (27,571) | 37,590 | | 2021 | - | 781,236 | | 852,582 | 518,215 | 558,488 | 136 | 134 | 3,364 | 48,821 |
Pay Versus Performance
| (1) The Principal Executive Officer (“PEO”) was Mr. Noss from August 2021 until November 2025. Following Mr. Noss’ departure, Mr. Woroch was appointed PEO. The non-PEO NEOs in fiscal year 2025 consisted of Messrs. Reilly, Fausett and Ivanov. Messrs Reilly and Fausett served as Non-PEO NEOs for all five years. Mr. Ivanov has served as a NEO since August 5, 2024. Mr. Singh served as a NEO for the four years 2021, 2022, 2023 and up to August 2, 2024. Mr. Woroch served as a NEO for four years 2021, 2022, 2023, 2024 and up to October 2025 | | (2) Represents Compensation Actually Paid (“CAP”) for our PEO and average CAP for our Non-PEO NEOs as a group, as computed in accordance with the PvP disclosure rules (determined as set forth below). The dollar amounts do not reflect the amounts of compensation ultimately earned or realized by our NEOs during the covered years. |
Adjustment to Determine CAP for PEO Mr. Woroch
| Summary Compensation Table(a) | 2025* | | SCT Total for PEO (b) | $785,251 | | Subtract Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(c) | (232,598) | | Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year(d) | 266,064 | | Adjust for Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years(d) | 55,177 | | Adjust for Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year(d) | - | | Adjust for Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(d) | 12,937 | | Subtract Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(d) | - | | Add Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | - | | TOTAL ADJUSTMENTS | 101,580 | | COMPENSATION ACTUALLY PAID | $886,830 |
Adjustment to Determine CAP for PEO Mr. Woroch
*Mr Woroch was appointed as NEO on November 2025
Adjustment to Determine CAP for PEO Mr. Woroch
| Adjustment to Determine CAP for PEO Mr Noss | | | | | | | Summary Compensation Table(a) | 2025 | 2024 | 2023 | 2022 | 2021 | | SCT Total for PEO (b) | $3,141,452 | $975,733 | $1,138,720 | $1,306,202 | $781,236 | | Subtract Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(c) | (42,300) | (141,089) | (273,800) | (561,542) | (125,719) | | Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year(d) | - | 104,431 | 522,180 | 525,790 | 142,214 | | Adjust for Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years(d) | - | (253,890) | 273,810 | (197,560) | 41,789 | | Adjust for Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year(d) | 39,162 | - | 281,696 | - | - | | Adjust for Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(d) | (56,153) | (178,548) | 111,462 | (105,491) | 13,062 | | Subtract Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(d) | - | - | - | - | - | | Add Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | - | - | - | - | - | | TOTAL ADJUSTMENTS | (59,291) | (469,096) | 915,347 | (338,803) | 71,346 | | COMPENSATION ACTUALLY PAID | $3,082,161 | $506,637 | $2,054,067 | $967,399 | $852,582 |
Adjustment to Determine CAP for PEO Mr. Woroch
| (a) (b) We have not reported any amounts in our Summary Compensation Table with respect to “Change in Pension and Nonqualified Deferred Compensation” and, accordingly, the adjustments with respect to such items prescribed by the pay-versus-performance rules are not relevant to our analysis and no adjustments have been made. Due to administrative error, the information in this row has been updated to reflect gross salary for year 2021, 2022 & 2023. | | (c) The amounts reflect the aggregate grant-date fair value reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year, as well as the "Subsidiary Stock Options" column of the Other Compensation table breakdown. | | (d) In accordance with the requirements of Item 402(v) of Regulation S-K, the fair values of unvested and outstanding equity awards to our named executive officers were re-measured as of the end of each fiscal year, and as of each vesting date, during the years displayed in the table above. We approached the determination of fair value in the same way as we historically have determined fair value and fair values as of each measurement date were determined using valuation assumptions and methodologies (including expected term, volatility, and risk-free interest rates) that are generally consistent with those used to estimate fair value at the grant date under U.S. GAAP. See “Stock-based Compensation Expense” in the Notes to Consolidated Financial Statements contained in our 2025 Annual Report for additional details. |
Adjustment to Determine CAP for PEO Mr. Woroch
| Summary Compensation Table(a) | 2025 | 2024 | 2023 | 2022 | 2021 | | Average SCT Total for Non-PEO Named Executive Officers(b) | $647,128 | $670,289 | $640,572 | $1,273,460 | $518,215 | | Subtract Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(c) | (59,939) | (142,847) | (30,608) | (677,539) | (113,147) | | Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year(d) | 57,759 | 107,927 | 39,929 | 646,564 | 27,992 | | Adjust for Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years(d) | 27 | 16,842 | 133,551 | (94,589) | 20,622 | | Adjust for Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year(d) | - | - | 3,801 | - | - | | Adjust for Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(d) | (38,934) | (59,738) | 211,817 | 2,236 | 4,805 | | Subtract Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(d) | - | (30,853) | - | - | - | | Add Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | - | - | - | - | - | | TOTAL ADJUSTMENTS | (41,088) | (108,669) | 358,489 | (123,328) | 40,273 | | COMPENSATION ACTUALLY PAID | $606,040 | $561,620 | $999,061 | $1,150,132 | $558,488 |
Adjustment to Determine CAP for PEO Mr. Woroch
| (a) We have not reported any amounts in our Summary Compensation Table with respect to “Change in Pension and Nonqualified Deferred Compensation” and, accordingly, the adjustments with respect to such items prescribed by the pay-versus-performance rules are not relevant to our analysis and no adjustments have been made. | | (b) Due to administrative error, the information in this row has been updated to reflect gross salary. | | (c) The amounts reflect the aggregate grant-date fair value reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year, as well as the "Subsidiary Stock Options" column of the Other Compensation table breakdown. | | (d) In accordance with the requirements of Item 402(v) of Regulation S-K, the fair values of unvested and outstanding equity awards to our named executive officers were re-measured as of the end of each fiscal year, and as of each vesting date, during the years displayed in the table above. We approached the determination of fair value in the same way as we historically have determined fair value and fair values as of each measurement date were determined using valuation assumptions and methodologies (including expected term, volatility, and risk-free interest rates) that are generally consistent with those used to estimate fair value at the grant date under U.S. GAAP. See “Stock-based Compensation Expense” in the Notes to Consolidated Financial Statements contained in our 2025 Annual Report for additional details. | | (3) Amounts reflected in this column represents the average “Total Compensation” from the SCT and CAP for our Non-PEO NEOs as a group for the covered years. | | (4) The dollar amounts reported in column (g) represent the cumulative peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: RDG Internet Composite Index. | | (5) We identified Adjusted EBITDA as a Company-Selected Measure that represents, in our view, the most important measure used to link CAP to performance. Adjusted EBITDA is a non-GAAP measure. |
Narrative to the Pay versus Performance Table
Narrative to the Pay versus Performance Table Adjusted EBITDA was the only performance measure used directly in the calculation of compensation paid for Fiscal 2020, Fiscal 2021 and Fiscal 2022. Beginning in Fiscal 2023, the Company replaced Adjusted EBITDA incentive bonus targets with segment targets that are more individually aligned to each NEO's ability to impact Company performance and drive long-term EBITDA growth. The following graphic depicts the relationship of the CAP received by our PEO and other NEOs in Fiscal 2021, Fiscal 2022, Fiscal 2023, Fiscal 2024 and Fiscal 2025 to the Company’s Cumulative TSR. It also compares the Company’s Cumulative TSR with its Peer Group’s Cumulative TSR.