Tucows 2012 Annual Report Download - page 66

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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers
and persons who own more than ten percent of a registered class of our equity securities to file with the SEC reports of
ownership and reports of changes in ownership of our common stock and our other equity securities. These persons are
required by SEC regulation to furnish us with copies of all Section 16(a) reports they file.
We believe that, under the SEC’s rules and based solely upon our review of the copies of the Forms 3, 4 and 5
furnished to us, or written representations from certain reporting persons that any such Forms have been filed in a timely
manner and that all of our executive officers, directors and persons who own more than ten percent of a registered class
of our equity securities complied with all Section 16(a) filing requirements applicable to them during 2012.
Stock ownership of management
We encourage stock ownership by our directors, officers and employees to align their interests with your
interests as shareholders. Under Section 16(a) of the Securities and Exchange Act of 1934, as amended, directors,
officers and certain beneficial owners of the Company’s equity securities are required to file reports of their transactions
in the Company’s equity securities with the SEC on specified due dates. With respect to Fiscal 2012, reports of
transactions by all directors, officers and such beneficial holders were timely filed, with the exceptions of Mr. Karp, who
failed to timely file his Form 4 with respect to the purchase of 10,000 shares of common stock upon the exercise of
options, and Messrs. Noss, Cooperman and Woroch, who failed to timely file their Forms 4 with respect to grants of
options. In making this statement, the Company has relied on the written representations of its directors, officers and
holders of more than ten percent of our outstanding common stock as reported in their filings with the SEC.
ITEM 11. EXECUTIVE COMPENSATION
Summary compensation table
The following Summary Compensation table provides a summary of the compensation earned by the chief
executive officer, Elliot Noss, and our two other most highly compensated executive officers for services rendered in all
capacities during 2012. 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 the
2011 fiscal year were converted into U.S. dollars based upon the exchange rate of 1.0004 Canadian dollars for each U.S.
dollar, which represents the average Bank of Canada exchange rate for 2012.
Name and Principal
Position Year
Salary
($)
Bonus(1)
($)
Stock
Awards(2)
($)
Option
Awards(3)
($)
All Other
Compensation(4)
($)
Total
($)
(a) (b) (c) (d) (f) (i) (j)
E
lliot Noss 2012 350,860 200,470
—
23,070 10,495 584,895
President and Chief 2011 345,090 93,405
—
14,385 10,636 463,516
Executive Officer
M
ichael Cooperman 2012 274,890 142,493
—
23,070 12,295 452,748
Chief Financial Officer 2011 270,315 64,417
—
14,385 12,459 361,576
D
avid Woroch 2012 228,909 147,491
—
23,070 8,696 408,166
Vice President, Sales 2011 224,309 64,417
—
14,385 8,812 311,923
(1) Represents bonus earned during the fiscal years ended December 31, 2012, 2011 and 2010.