TUCOWS INC (TCX)
Sector: Information Technology
2026 Annual Meeting Analysis
TUCOWS INC · Meeting: June 2, 2026
Directors FOR
5
Directors AGAINST
3
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Eight Directors to Serve on the Board of Directors
Against Analysis
Ms. Carl has served since September 2021, meaning her tenure fully overlaps the three-year period during which Tucows stock fell 20.3% while the technology sector ETF (XLK) gained 118.9% — a gap of 139.2 percentage points, far exceeding the 30-point threshold required to trigger a vote against; the five-year return of -80.0% confirms this is sustained underperformance, not a transient dip, so the 5-year mitigant does not apply.
Mr. Matheson joined in September 2023, which is more than 24 months ago and means his tenure covers a meaningful portion of the three-year underperformance window; Tucows stock fell 20.3% while XLK gained 118.9% over three years (a 139.2 percentage-point gap exceeding the 30-point policy threshold), and the five-year -80.0% return confirms no long-term track record exists to offset the recent decline.
Although Mr. Woroch was only formally nominated as a director at this meeting, he has been a senior executive at Tucows since 2000 and became CEO in November 2025, meaning the board as a whole — which he was part of as a senior insider — oversaw the period during which the stock fell 20.3% while XLK gained 118.9% (a 139.2pp gap exceeding the 30pp threshold); the policy explicitly states that company officers serving as directors are subject to the same TSR trigger as all other directors, and the five-year return of -80.0% confirms sustained underperformance with no mitigating long-term track record.
For Analysis
Joined the board in May 2025 (less than 24 months ago), which exempts him from the TSR underperformance trigger; he has relevant investment, finance, and technology governance experience qualifying him for this role.
Joined the board in May 2025 (less than 24 months ago), exempting her from the TSR underperformance trigger; her expertise in data analytics and behavioral science is relevant to Tucows' technology-focused business.
Joined the board in May 2025 (less than 24 months ago), exempting him from the TSR underperformance trigger; his background in financial turnarounds and portfolio management is relevant to Tucows' current strategic position.
Joined the board in May 2025 (less than 24 months ago), exempting him from the TSR underperformance trigger; his nearly four decades of experience investing in media and telecom growth stocks is directly relevant to Tucows.
Joined the board in May 2025 (less than 24 months ago), exempting him from the TSR underperformance trigger; his entrepreneurial background in technology and investment management qualifies him for this role.
Of the eight director nominees, six joined the board in May 2025 and are exempt from the TSR underperformance trigger under the 24-month new-director rule. Two longer-tenured directors — Marlene Carl (since September 2021) and Lee Matheson (since September 2023) — have tenure that meaningfully overlaps the three-year period of severe underperformance (TCX -20.3% vs XLK +118.9%, a 139.2pp gap). CEO David Woroch, while a new board nominee, is subject to the trigger as a long-tenured senior executive. The 5-year return of -80.0% confirms no mitigating long-term track record exists for any of the three.
Say on Pay
✓ FORCEO
David Woroch
Total Comp
$785,251
Prior Support
92%%
CEO David Woroch's total compensation of $785,251 for 2025 (covering a partial year as CEO from November 2025, with a blended salary reflecting his prior role) is modest and well within benchmark expectations for a technology company CEO at Tucows' current $182 million market cap. The compensation structure includes a meaningful mix of variable pay — cash bonuses tied to business-segment scorecards and stock option awards that vest over four years — which represents over 50% of total pay and aligns executive rewards with long-term performance. The prior Say on Pay vote received 92% support in 2023, and no concerns arise under the pay-for-performance alignment check given the CEO's compensation level is below benchmark rather than above it.
Auditor Ratification
✗ AGAINSTAuditor
Deloitte LLP
Tenure
3 yrs
Audit Fees
$2,890,423
Non-Audit Fees
$485,643
Deloitte has served as Tucows' auditor since May 2023 (approximately three years), well below the 25-year tenure threshold. However, the non-audit fees — including audit-related fees of $34,863, tax fees of $95,780, and other fees of $355,000, totaling $485,643 — represent approximately 16.8% of the core audit fees of $2,890,423, which is within the 50% policy threshold. On re-examination, the 'All Other Fees' of $355,000 (described as transaction-related services) alongside tax fees creates a combined non-audit total of $485,643, which at 16.8% of audit fees remains within the policy limit, so the auditor ratification passes all policy screens and a FOR vote is warranted.
Overall Assessment
Tucows' 2026 annual meeting presents a mixed ballot: Say on Pay earns a FOR vote given the new CEO's modest and appropriately structured compensation, and the auditor ratification clears all policy screens with Deloitte in only its third year of service and non-audit fees well within limits. However, three director nominees — Marlene Carl, Lee Matheson, and CEO David Woroch — receive AGAINST votes because the company's stock has fallen 20.3% over three years while the technology sector ETF (XLK) gained 118.9%, a 139.2 percentage-point gap that far exceeds the policy's 30-point threshold, and the five-year return of -80.0% confirms this is sustained rather than temporary underperformance.