My contribution to a board
A board considering me should expect a narrow, practical contribution. I know how a technology company's people decisions look from the inside when cash is short: how a reduction is built, how an equity plan behaves after a down round, what publishing pay bands costs before it saves anything, and what happens to early-career hiring when a new tool makes it look unnecessary. I have prepared the papers on each of those for a compensation committee, and I know which pages management is tempted to leave out.
I would also bring a cross-border and bilingual view. I have hired across Canada, the United States, Europe and South America, run immigration programmes and worked under Québec's language obligations at three employers. For a board overseeing a company that hires internationally or operates in Québec, I can help it ask whether management's plans account for people whose status or language rights depend on the company's decisions.
I would not offer myself as a financial expert, a technologist or a risk specialist. My natural home is a human resources and compensation committee. I would serve a full cycle as a member before chairing one, and I would want the committee's own adviser, not management's, to be the source of market data.
Committee contribution
Chair and member readiness| Capacity | Committees |
|---|
| Ready to chair | Human resources committee of a not-for-profit board (current) · Human resources and compensation committee of a technology company, after one full annual cycle as a member |
|---|
| Ready to join | Human resources and compensation committee · Governance and nominating committee |
|---|
Capacity and preferences
- Time available
- 22 days per year
- Current directorships
- 1
- Sectors
- Software and technology-enabled services · IT services and engineering consultancies with large salaried workforces · Growth companies preparing for a public listing
- Company type
- A Canadian technology or IT services company with institutional investors, either listed on the Toronto Stock Exchange or preparing for a listing, with an established compensation committee
- Company stage
- A company after a down round, a reduction or rapid hiring, or in the two years before or after a listing, when equity, pay and workforce decisions need independent attention
The seat I am pursuing
I am looking for one non-executive seat at a Canadian technology or IT services company with institutional investors, listed or preparing for a listing, where equity is a large part of pay and the board's human resources and compensation committee carries real work. A company recovering from a down round or a reduction, or planning its first years as a listed company, is where my experience would be most directly useful. I would also consider an engineering or professional-services firm with a large salaried workforce in Québec and Ontario. I would want to join the human resources and compensation committee and, after a full cycle, chair it if the board wished. I am not interested in a seat offered mainly because of my network or my current company, and I would decline a board that sees human resources as an annual approval of executive bonuses rather than oversight of how the whole workforce is paid and treated.
Judgement in practice
01Declining to promise that a reduction would be the only one
When we prepared the February 2023 announcement, our chief executive wanted to tell employees there would be no further reduction, and two directors agreed that certainty would steady the company. I told the board I could not support the sentence, because nothing in our forecasts allowed us to promise it, and a broken promise would cost more than an honest condition. I proposed that we say instead what would trigger another review, namely a stated shortfall in recurring revenue against plan for two consecutive quarters, and report against it every quarter. The board accepted that wording. It made the announcement harder to hear, and it has made every quarterly update since easier to believe. As a director, I would ask management to separate what it knows from what it hopes before either reaches employees.
02Recommending that executives wait for their repricing
In the 2024 repricing, our chief executive argued that the executive team should be included, since competitors were approaching them as actively as engineers. I recommended that executives wait a year, because a programme that reset their prices at the same time would look like a benefit management had designed for itself. I told the committee that we might lose one or two executives as a result. We lost two. I still think the recommendation was right, because acceptance among employees reached 93% and the programme was read as being for them. As a director, I would expect management to tell the committee the price of its recommendation before the committee approves it, not afterwards.
03Asking a not-for-profit board to publish its own salary ranges
At Ancrage Newcomer Career Centre, which helps newcomers find professional jobs, I asked the board in 2024 to publish salary ranges in its own postings, since we advise employers to be clear about pay. The review found two career coaches paid below the range we intended to publish. The finance committee preferred to correct their pay over two years. I argued that an organisation teaching transparency could not ask its own staff to wait, and we found the C$11,000 in the current budget by delaying a website project. I try to ask whether an organisation is applying to itself the standard it asks of others.
My first year on a board
Before my first meeting I would ask the committee chair for three documents: the last equity plan proposal the committee rejected or sent back, the most recent employee survey with its comments, and a copy of a grant letter exactly as an employee receives it. Those tell me more than a briefing pack about where the committee and the workforce disagree.
During the first two meetings I would mostly listen. I would want to see how the committee uses its own adviser, how management's papers treat dissenting views and how long the committee spends on the workforce below the executive team. I would meet the chief human resources officer and the chief financial officer separately and ask each what the other would say the committee misunderstands.
In the second half of the year I would propose at most one change, chosen from what I had seen rather than from my own experience at Kestrelford. It might be an equity statement for employees, a reporting line on early-career hiring or a review of how a reduction would be planned if one became necessary. At the year's end I would ask the chair to tell me directly whether my contributions had been useful or had simply repeated what I knew from one company.
Conflicts and their management
Three possible conflicts need attention in my case. The first is commercial. I would not join the board of any company that sells software or services to municipalities and utilities, competes with Kestrelford for customers or engineers in a direct way, or is a portfolio company of Northwold Growth Partners or another Kestrelford investor, unless both boards agreed that the overlap was immaterial.
The second is information. I see Kestrelford's pay data, equity plans and workforce plans, and none of it would travel with me. If a discussion at another board turned to a question on which my knowledge came from Kestrelford's confidential material, I would say so and stay silent on the substance.
The third is time and loyalty to my employer. Any appointment would need my chief executive's written agreement and our counsel's review. The 22 days a year I can offer would be agreed in advance and would include preparation. If a conflict arose after appointment, I would declare it, leave the discussion and ask for my absence to be minuted. If declarations became regular, I would resign rather than keep a seat I could only partly fill.
My independence statement
I am a serving executive with an equity interest in Kestrelford and a directorship at a not-for-profit to which Kestrelford gives an annual grant. I would set all of that out in writing before any approach went further, together with any commercial relationship between Kestrelford, its investors and the company concerned. Whether I am independent is for that board to decide under the guidelines that apply to it, and I would leave the label to them.
Board and committee exposure
Served as a director
Ancrage Newcomer Career Centre
Board of directors; human resources committee chair from 2024
June 2022–present
Director of a Kitchener-Waterloo not-for-profit helping newcomers to Canada find professional work; chairs the committee that oversees the executive director's pay and staff policies.
Reported to a committee
Kestrelford Software Inc.
People and compensation committee
May 2021–present
Prepares the committee's papers on equity, executive pay, pay bands and workforce changes; attends all meetings apart from executive sessions.
Presented to the Board or a committee
Kestrelford Software Inc.
Full board
2023–2024
Presented the February 2023 reduction plan and the 2024 option repricing to the full board, with the dissenting proposals attached.
Reported to a committee
Brévalle Numérique inc.
Human resources committee of the board
2017–2021
Reported on consultant attrition, the career framework, pay bands and the French-language programme.
Governance learning and readiness
IICA Independent Directors’ Databank: Not yet registered
The IICA Independent Directors' Databank is maintained in India for independent directors of Indian companies, and it does not apply to the Canadian, US or UK seats I am considering. I am not registered and have no plan to seek a directorship in India. For a Canadian company, the board would assess my independence under the governance guidelines of Canadian securities regulators.
- A director-education programme for prospective board members of growth-stage companies, completed in 2024
- Not-for-profit board service since 2022, including human resources committee chair from 2024
- Annual briefings from Kestrelford's compensation adviser on equity plan design and listing-company pay disclosure
- A course on financial statements and audit committee work for non-financial directors, 2025