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ECN Capital Corp (ECN.TO)

ECN.TO on Toronto Stock Exchange

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Summary

Name Age Since Current Position

William Lovatt

63 2016 Independent Chairman of the Board

Steven Hudson

58 Chief Executive Officer, Director

Bradley Nullmeyer

57 Vice Chairman of the Board

Grier Colter

2017 Chief Financial Officer

David McKerroll

President - Rail & Aviation Finance

Jim Nikopoulos

Chief Operating Officer

Stephen Sands

Chief Credit Officer - Commercial & Vendor Finance

Carol Goldman

59 2017 Independent Director

Pierre Lortie

70 2016 Independent Director

David Morris

62 2016 Independent Director

Paul Stoyan

58 2016 Independent Director

Donna Toth

2017 Independent Director

John Wimsatt

2017 Senior Vice President - Corporate Development and Investor Relations

Biographies

Name Description

William Lovatt

Mr. William W. Lovatt is Independent Chairman of the Board of the Company. Mr. Lovatt serves as a member of the Audit Committee, the Compensation and Corporate Governance Committee (“C&CG Committee”) and the Credit and Risk Committee of the Board. Mr. Lovatt previously served as Chairman of the board of directors for Element Fleet. He brings with him 40 years of investment and senior management expertise. Mr. Lovatt is one of Canada’s most respected financial services executives having served as Executive Vice President and Chief Financial Officer of Great-West Lifeco Inc., Great-West Life Assurance Company, London Life Insurance Company and Canada Life Assurance Company. Mr. Lovatt joined Great West-Life in 1979 serving in various positions in the insurer’s investments department prior to being appointed Chief Financial Officer. Mr. Lovatt served as a member of the Accounting Standards Oversight Council from 2000 to 2008 and in 2009, following the global financial crisis, was asked to serve the Canadian Government on the Department of Finance’s Advisory Committee on Liquidity in the Financial Markets. Mr. Lovatt received his Bachelor of Commerce (Hons.) degree from the University of Saskatchewan in 1975, his Chartered Financial Analyst designation in 1983 and became a Fellow Certified General Accountant in 2003.

Steven Hudson

Mr. Steven K. Hudson is Chief Executive Officer, Director of the Company. He serves as a member of the Credit and Risk Committee of the Board. Mr. Hudson is a member of Element Fleet’s board and previously served as its chief executive officer from March 2011 to October 2016. Steven Hudson is also the founder and principal of Cameron Capital Corporation, a private investment firm established more than 20 years ago. An entrepreneur, investor and operator of successful businesses, Mr. Hudson has a distinguished track record across several business sectors. In 1984, Mr. Hudson founded Newcourt Credit Group Inc. and assumed the position of CEO. Under his leadership, Newcourt grew to become a worldwide leader in equipment and asset finance with owned and managed assets exceeding $35 billion before the company was acquired in 1999. Mr. Hudson has been an active director on numerous boards of both public and private companies across several business sectors and an active community leader and philanthropist. Mr. Hudson received his Fellowship with the Institute of Chartered Accountants of Ontario in 2000 and graduated from York University in 1981 with an Honours Bachelor of Business Administration degree. In 1996, Mr. Hudson was named one of Canada’s Top 40 Under 40.

Bradley Nullmeyer

Mr. Bradley D. Nullmeyer is Vice Chairman of the Board of the Company. Mr. Nullmeyer is the Chief Executive Officer of Element Fleet and a member of the Element Fleet board of directors and Vice-Chairman of ECN Capital’s Board. Mr. Nullmeyer serves as a member of the Credit and Risk Committee of the Board. Mr. Nullmeyer served as President of Element Fleet and as a director from September 2012 to October 2016. Mr. Nullmeyer was the Co-CEO of OTEC Research Limited, a Canadian health products research enterprise, from 2007 to 2012. He served as President of Vendor Finance for CIT USA until 2001. Prior to joining CIT USA, Mr. Nullmeyer was a co-founder of Newcourt Credit Group in 1984, where he had lead responsibility for corporate acquisitions and the development of Newcourt's major international vendor finance programs and joint ventures. Mr. Nullmeyer currently serves as chair of the audit committee of the board of directors of DH Corporation, a North American financial services technology firm, and is Vice-Chair of the board of directors of ECN Capital Corp., a North American commercial finance business. Mr. Nullmeyer also serves as a member of the board of directors of The Holland Bloorview Kids Rehabilitation Hospital Foundation. Mr. Nullmeyer earned a Bachelor of Commerce degree from McMaster University in 1982 and became a member of the Institute of Chartered Accountants of Ontario in 1984.

Grier Colter

Mr. Grier Colter is Chief Financial Officer of the Company. Previously, Executive Vice President of ECN from January 2017 to March 2017; prior to joining ECN Capital, Vice President and Treasurer of Canadian Tire Corporation and Chief Financial Officer of Uranium One Inc.; previously held senior level positions at Barrick Gold Corporation and Moneris Solutions Corporation.

David McKerroll

Mr. David D. McKerroll is President - Rail & Aviation Finance of the Company. Prior to the Separation Transaction, President, Aviation & Rail for Element; previously Co-Chief Executive Officer of OTEC Research from 2007 to 2013; previously Group CEO of CIT Capital Finance and co-founder of Newcourt Credit Group Inc. and President of Newcourt Capital.

Jim Nikopoulos

Mr. Jim Nikopoulos is Chief Operating Officer of the Company. Prior to the Separation Transaction, Senior Vice President, General Counsel & Corporate Secretary of Element; previously Senior Vice President and General Counsel and current chairman of the board of directors of TeraGo Inc.; previously a partner at Davies Ward Phillips and Vineberg LLP.

Stephen Sands

Mr. Stephen Sands is Chief Credit Officer - Commercial & Vendor Finance of the Company. He was Chief Credit Officer, Commercial & Vendor Finance and Fleet Management at Element Financial before the company’s separation into Element Fleet Management Corp. and ECN Capital Corp. Mr. Sands founded Element Financial Corporation in 2007, before which he served in senior operational and credit underwriting positions within the Canadian equipment leasing industry. This included Chief Operating Officer at Maxium Financial and Vice President, Commercial & Industrial Finance at Newcourt Credit Group. For several years, Mr. Sands has served as a leader in the Entrepreneurs-in-Residence Program at the Institute for Entrepreneurship, Ivey Business School in London, Ontario. He holds a Bachelor of Arts and Master degree in Business Administration from the University of Toronto.

Carol Goldman

Ms. Carol E. Goldman is an Independent Director of the Company. Ms. Goldman is the Executive Vice President and Chief Administrative Officer of Centene Corporation, a multi-line healthcare enterprise and has held this position since January 2006. She was appointed to ECN Capital’s Board in April 2017. Previously, Ms. Goldman served as Centene Corporation’s Senior Vice President from January 2003 to December 2005 and as Director of Human Resources from September 2001 to December 2002. She served as Human Resources Manager at Mallinckrodt Inc., a medical device and pharmaceutical company, from July 1998 to August 2001 and as Compensation Analyst for Mallinckrodt from June 1996 to June 1998.

Pierre Lortie

Mr. Pierre Lortie is Independent Director of the Company. Mr. Lortie is Senior Business Advisor at Dentons Canada LLP, a major Canadian law firm. He is Chairman of the Credit and Risk Committee of the Board. Previously, Mr. Lortie served as a director of Element Fleet from August 2011 to October 2016. He is currently a director of Canam Group Inc. and Quest Rare Minerals Ltd. Mr. Lortie also served as President of the Transition Committee of the Agglomeration of Montréal from its inception in June 2004 to the end of its mandate in December 2005. Mr. Lortie served as President and Chief Operating Officer of Bombardier Transportation, Bombardier Capital, Bombardier International, and as President of Bombardier Aerospace, Regional Aircraft. He has also served as Chairman of Canada’s Royal Commission on Electoral Reform and Party Financing. He has been Chairman of the Board, President and Chief Executive Officer of Provigo Inc., President and Chief Executive Officer of the Montréal Stock Exchange and a Senior Partner of Secor Inc. Mr. Lortie received a Master of Business Administration degree with honours from the University of Chicago, a license in applied economics from the Universite catholique de Louvain, Belgium, and a Bachelor’s degree in applied sciences (engineering physics) from Universite Laval, Canada. He was awarded a Doctorate Honoris Causa in civil law from Bishop’s University. He has earned the professional independent director designation (ICD.D) from the Institute of Corporate Directors and the McGill University Desautels Faculty of Management. Mr. Lortie is a Fellow of the Canadian Academy of Engineering and a member of the Order of Canada.

David Morris

Mr. David Morris is Independent Director of the Company. Mr. Morris recently retired as a senior audit partner at Deloitte LLP after serving over 41 years with the firm. Mr. Morris is a graduate of McGill University. He has extensive experience auditing global financial institutions and public companies. Mr. Morris has worked closely with audit committees on a number of special engagements including those relating to mergers and acquisitions, regulatory reporting, due diligence and accounting for complex transactions. Mr. Morris also has a strong background with U.S. Securities and Exchange Commission registrants, including internal controls over financial reporting. Mr. Morris has acted as an advisor to senior management and directors throughout his career.

Paul Stoyan

Mr. Paul J. Stoyan is Independent Director of the Company. Mr. Stoyan is the Chairman of Gardiner Roberts LLP, a Canadian law firm. He is Chairman of the C&CG Committee and a member of the Audit Committee of the Board. Mr. Stoyan previously served as the Chairman of the C&CG Committee and board member of Element Fleet. Mr. Stoyan practices business law with a special emphasis on mergers and acquisitions, corporate finance and corporate governance. Mr. Stoyan has worked extensively with various companies in the technology sector and has assisted such companies in various cross-border transactions, in going public and in establishing and enforcing corporate governance regimes. Mr. Stoyan serves on the board of directors of Enghouse Systems Limited, a publicly-traded software company listed on the TSX. He is a past director of the National Ballet School of Canada, and the Canadian Centre for Ethics and Corporate Policy. Mr. Stoyan is also Past Chair of the Business Law Section of the Ontario Bar Association. Mr. Stoyan has previously served as a director of Open Text Corporation from 1998 to 2002, a publicly-traded software company listed on the NASDAQ and TSX. Mr. Stoyan holds a bachelor of laws from the University of Toronto and a bachelor of arts from the University of Toronto, where Mr. Stoyan was the Gold Medalist. Mr. Stoyan has earned the professional independent director designation (ICD.D) from the Institute of Corporate Directors and the University of Toronto’s Rotman School of Management.

Donna Toth

Ms. Donna Toth is Independent Director of the Company. Ms. Toth is a Corporate Director of LOGiQ Asset Management Inc. since December 2016, and has been a director of the Children’s Aid Foundation (“CAF”) since September 2013. She was appointed to ECN Capital’s Board in April 2017. She sits on the Audit Committee and Governance, Nomination and Compensation Committee for LOGiQ Asset Management Inc. She has been a member of the CAF Finance and Audit Committee since September 2014, Chair of the CAF Investment Committee and member of the CAF Executive Committee since September 2016 and a member of the CAF Campaign Leadership Council since February 2013. Ms. Toth was the Managing Director of Global Equity Sales, Scotia Capital Inc. from December 2009 to May 2016. Ms. Toth is a graduate of Wilfrid Laurier University.

John Wimsatt

Basic Compensation

Name Fiscal Year Total

William Lovatt

372,712

Steven Hudson

2,319,940

Bradley Nullmeyer

146,748

Grier Colter

--

David McKerroll

1,845,000

Jim Nikopoulos

1,817,500

Stephen Sands

518,750

Carol Goldman

--

Pierre Lortie

172,007

David Morris

165,995

Paul Stoyan

169,008

Donna Toth

--

John Wimsatt

--
As Of  31 Dec 2016