TUCOWS INC /PA/
For the period ended Jun 2, 2026. Filed Apr 23, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 2, 2026 · Filed Apr 23, 2026
Contents
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.
| 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 | |
| (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. |
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