Companies Tucows Inc /PA/
Tucows Inc /PA/ (TCX): executive pay, fiscal 2025
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CEO pay, last three years
- $523,310FY2023
- $594,766FY2024
- $785,251FY2025
CEO total pay was $785,251 in fiscal 2025, up from $594,766 in fiscal 2024.
FY2025: salary $322,440 · bonus $0 · stock awards $0 · option awards $232,598
Executives and directors
Frequently asked questions
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Full detail
Every table from the filing. Open any section.
Summary compensation table
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Elliot Noss | $410,980 | $0 | $0 | $42,300 | $133,008 | $0 | $2,555,164 | $3,141,452 |
| Former President and Chief Executive Officer, Tucows Inc., and Ting | ||||||||
| David Woroch | 322,440 | 0 | 0 | 232,598 | 227,178 | 0 | 3,035 | 785,251 |
| Chief Executive Officer, Tucows Inc. and Tucows Domains | ||||||||
| Ivan Ivanov | 406,000 | 0 | 0 | 169,252 | 177,292 | 0 | 14,600 | 767,144 |
| Chief Financial Officer, and | ||||||||
| Justin Reilly | 560,838 | 0 | 0 | 0 | 83,159 | 0 | 715 | 644,712 |
| Chief Executive Officer, Wavelo | ||||||||
| Bret Fausett | 350,000 | 0 | 0 | 10,566 | 154,362 | 0 | 14,600 | 529,528 |
| Chief Legal Officer, and Vice President, Regulatory Affairs | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
Three-year trend — total compensation per named executive
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Elliot Noss | $3,141,452 | $975,734 | $1,138,720 | ↑ +2,165,718 |
| David Woroch | 785,251 | 594,766 | 523,310 | ↑ +190,485 |
| Ivan Ivanov | 767,144 | 583,424 | — | ↑ +183,720 |
| Justin Reilly | 644,712 | 573,473 | 937,671 | ↑ +71,239 |
| Bret Fausett | 529,528 | 676,997 | 574,273 | ↓ −147,469 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
Incentive-plan design — the Compensation Discussion & Analysis
The Company aims to provide a mix of compensation that motivates executives to achieve short- and long-term performance goals in a market-competitive and fiscally responsible way, with a substantial portion of compensation being performance-based to align executive interests with shareholder value. Compensation is targeted at the 50th percentile of market levels and is determined using balanced scorecards aligned to each executive's area of responsibility.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | false |
Equity grants and outstanding awards
Grants of plan-based awards — fiscal year 2025
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| David Woroch | RSU | 2025-11-26 | — | — | 20,000 | — | $211,448 |
| David Woroch | RSU | 2025-06-05 | — | — | 2,250 | — | 21,150 |
| Ivan Ivanov | RSU | 2025-09-08 | — | — | 20,000 | — | 169,252 |
| Elliot Noss | RSU | 2025-06-04 | — | — | 4,500 | — | 42,300 |
| Bret Fausett | RSU | 2025-06-05 | — | — | 1,124 | — | 10,566 |
Vehicle mix — grant-date fair value by award type
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| David Woroch | $232,598 | $0 | $0 | 0.0% |
| Ivan Ivanov | 169,252 | 0 | 0 | 0.0% |
| Elliot Noss | 42,300 | 0 | 0 | 0.0% |
| Bret Fausett | 10,566 | 0 | 0 | 0.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
Outstanding equity awards at fiscal year-end 2025
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Bret Fausett | Option | 625 | 41.97 | — |
| Justin Reilly | RSU | 730 | — | 730 |
| Bret Fausett | Option | 1,124 | 19.57 | — |
| Justin Reilly | Option | 1,250 | 41.97 | — |
| Bret Fausett | Option | 1,299 | 26.78 | — |
| David Woroch | Option | 2,250 | 19.57 | — |
| David Woroch | Option | 2,500 | 26.78 | — |
| David Woroch | Option | 2,500 | 41.97 | — |
| Bret Fausett | Option | 2,675 | 20.59 | — |
| Bret Fausett | Option | 7,500 | 20.25 | — |
| David Woroch | RSU | 7,850 | — | 7,850 |
| Bret Fausett | RSU | 10,439 | — | 13,173 |
| David Woroch | Option | 11,250 | 20.59 | — |
| David Woroch | Option | 20,000 | 21.58 | — |
| David Woroch | RSU | 22,250 | — | 38,500 |
| Bret Fausett | RSU | 408,333 | — | 408,333 |
| Justin Reilly | RSU | 505,046 | — | 505,046 |
| Bret Fausett | RSU | 653,333 | — | 653,333 |
| Justin Reilly | RSU | 841,743 | — | 841,743 |
| Elliot Noss | RSU | 1,000,000 | — | 2,000,000 |
| Justin Reilly | RSU | 1,347,519 | — | 1,347,519 |
| David Woroch | RSU | 3,652,304 | — | 4,058,268 |
Director compensation
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Allen TaylorIndependent · Audit (Chair) · Compensation | $47,250 | $0 | $90,588 | $0 | $0 | $137,838 |
| Stephen UhrenbacherIndependent · Nominating/Governance · Compensation (Chair) | 47,250 | 0 | 80,095 | 0 | 0 | 127,345 |
| Jeffrey ToryIndependent · Audit · Nominating/Governance | 47,250 | 0 | 69,602 | 0 | 0 | 116,852 |
| Lee MathesonIndependent · Nominating/Governance (Chair) | 73,841 | 0 | 32,677 | 0 | 0 | 106,518 |
| Laurenz Malte NienaberIndependent · Board Chair · Compensation · Nominating/Governance | 47,250 | 0 | 59,109 | 0 | 0 | 106,359 |
| Marlene CarlIndependent · Audit | 72,000 | 0 | 32,677 | 0 | 0 | 104,677 |
| Sandra MatzIndependent · Nominating/Governance | 38,045 | 0 | 59,109 | 0 | 0 | 97,154 |
| Robin ChaseIndependent | 45,545 | — | 0 | — | — | 45,545 |
| Jeffrey SchwartzIndependent | 39,750 | — | 0 | — | — | 39,750 |
| Allen KarpIndependent | 38,591 | — | 0 | — | — | 38,591 |
| Erez GissinIndependent | 33,955 | — | 0 | — | — | 33,955 |
| Gigi SohnIndependent | 33,955 | — | 0 | — | — | 33,955 |
| Elliot NossEmployee director · Departed during FY | 8,333 | 0 | 0 | 0 | 0 | 8,333 |
Board fee structure and ownership guideline
| Annual cash retainer | $50,000 |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 15,000 / 15,000 / 15,000 |
| Stock ownership guideline | — |
Total cost of the board
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $573,015 |
| Equity awards (grant-date value) | $0 |
| All other compensation | $0 |
| Total cost of the board | $573,015 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Peer group, and who names Tucows Inc /PA/ as a peer
Companies that benchmark against TCX
2 companies name TCX as a compensation peer
- SHENANDOAH TELECOMMUNICATIONS CO/VA/SHENFY2025
- STEM, INC.STEMFY2025
- SYNCHRONOSS TECHNOLOGIES INCSNCRFY2024
Each company listed discloses TCX in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named TCX in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
Chief executive pay against the peer group
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company’s own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Tucows Inc /PA/ | 2025 | David Woroch | $322,440 | $0 | $232,598 | $227,178 | $785,251 |
Each peer’s compensation is from its most recently filed proxy; fiscal years differ by company. Each peer’s figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Say-on-pay history and pay ratio
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-06-02 | 6,778,876 | 624,527 | 2,320 | 91.56% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year’s compensation.
Say-on-pay — history, company’s computation
| Meeting year | Meeting date | Approval — company’s computation |
|---|---|---|
| 2026 | 2026-06-02 | 91.56%a |
a. Voting standard not stated in the filing.
Approval percentages are the company’s own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
CEO pay ratio
| Ratio (CEO : median employee) | 13 : 1 |
|---|---|
| CEO total compensation | $949,520 |
| Median employee compensation | $75,493 |
Insider trades since the proxy
No insider equity transactions reported since the proxy statement.
Sources (29 citations)
Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.
- Section 01, Elliot Noss. DEF 14A, filed 2026-04-23. Section “Executive Compensation”. As printed: 3,141,452. View filing ↗
- Section 01, David Woroch. DEF 14A, filed 2026-04-23. Section “Executive Compensation” · page 25. As printed: 785,251. View filing ↗
- Section 01, Ivan Ivanov. DEF 14A, filed 2026-04-23. Section “Executive Compensation”. As printed: 767,144. View filing ↗
- Section 01, Justin Reilly. DEF 14A, filed 2026-04-23. Section “Executive Compensation”. As printed: 644,712. View filing ↗
- Section 01, Bret Fausett. DEF 14A, filed 2026-04-23. Section “Executive Compensation”. As printed: 529,528. View filing ↗
- Section 03, David Woroch RSU. DEF 14A, filed 2026-04-23. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, David Woroch RSU. DEF 14A, filed 2026-04-23. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Ivan Ivanov RSU. DEF 14A, filed 2026-04-23. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Elliot Noss RSU. DEF 14A, filed 2026-04-23. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Bret Fausett RSU. DEF 14A, filed 2026-04-23. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 07, pay ratio. DEF 14A, filed 2026-04-23. Section “CEO Pay Ratio”. As printed: 13 : 1. View filing ↗
- Section 08, Allen Taylor. DEF 14A, filed 2026-04-23. Section “Director Compensation”. As printed: 137,838. View filing ↗
- Section 08, Stephen Uhrenbacher. DEF 14A, filed 2026-04-23. Section “Director Compensation”. As printed: 127,345. View filing ↗
- Section 08, Jeffrey Tory. DEF 14A, filed 2026-04-23. Section “Director Compensation”. As printed: 116,852. View filing ↗
- Section 08, Lee Matheson. DEF 14A, filed 2026-04-23. Section “Director Compensation”. As printed: 106,518. View filing ↗
- Section 08, Laurenz Malte Nienaber. DEF 14A, filed 2026-04-23. Section “Director Compensation”. As printed: 106,359. View filing ↗
- Section 08, Marlene Carl. DEF 14A, filed 2026-04-23. Section “Director Compensation”. As printed: 104,677. View filing ↗
- Section 08, Sandra Matz. DEF 14A, filed 2026-04-23. Section “Director Compensation”. As printed: 97,154. View filing ↗
- Section 08, Robin Chase. DEF 14A, filed 2026-04-23. Section “Director Compensation”. As printed: 45,545. View filing ↗
- Section 08, Jeffrey Schwartz. DEF 14A, filed 2026-04-23. Section “Director Compensation”. As printed: 39,750. View filing ↗
- Section 08, Allen Karp. DEF 14A, filed 2026-04-23. Section “Director Compensation”. As printed: 38,591. View filing ↗
- Section 08, Erez Gissin. DEF 14A, filed 2026-04-23. Section “Director Compensation”. As printed: 33,955. View filing ↗
- Section 08, Gigi Sohn. DEF 14A, filed 2026-04-23. Section “Director Compensation”. As printed: 33,955. View filing ↗
- Section 08, Elliot Noss. DEF 14A, filed 2026-04-23. Section “Director Compensation”. As printed: 8,333. View filing ↗
- Section 06, 2026 vote. Form 8-K, filed 2026-06-04. Item 5.07 · say-on-pay result. As reported: 91.56%. View filing ↗
- Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
- Section 03b vehicle mix (computed). Computed. RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).
- Section 09b board cost (computed). Computed. Cash 573,015 + equity 0 + all other 0 = 573,015, summed across the director compensation table rows.
- Tucows Inc /PA/ (subject), Section 10b CEO total. DEF 14A, filed 2026-04-23. CEO total compensation as printed in Tucows Inc /PA/'s own proxy. As printed: 785,251. View filing ↗