One of our Board’s key functions is providing oversight of our risk management process. Our Board does not have a standing risk management committee, but rather administers this oversight function directly through our Board as a whole, as well as through Board standing committees that address risks inherent in their respective areas of oversight. In particular, our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these ~~exposures,~~exposures; our Corporate Governance, Nominating and Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking, monitors our major legal compliance risk exposures and our program for promoting and monitoring compliance with applicable legal and regulatory ~~requirements,~~requirements; and our Board is responsible for monitoring and assessing strategic risk exposure and other risks not covered by our committees.

The full Board (or the appropriate committee in the case of risks that are under the purview of a particular committee) receives reports on the risks we face from our ~~Chief Executive Officer~~CEO or other members of management to enable us to understand our risk identification, risk management and risk mitigation strategies. When a committee receives the report, the ~~chairman~~Chairperson of the relevant committee reports on the discussion to the full Board during the committee reports portion of the next Board meeting. However, it is the responsibility of the committee chairs to report findings regarding material risk exposures to our Board as quickly as possible.

Our Corporate Governance, Nominating and Compensation Committee is responsible for identifying potential nominees to our Board. In considering candidates for nomination, our Corporate Governance, Nominating and Compensation Committee seeks individuals who evidence strength of character, mature judgment, career specialization, relevant technical skills or financial acumen, diversity of viewpoint and industry knowledge. As set forth in the charter of our Corporate Governance, Nominating and Compensation Committee, our Board endeavors to have directors who collectively possess a broad range of skills, expertise, industry and other knowledge and business and other experience useful to the effective oversight of our business. In addition, our Board also seeks members from diverse backgrounds so that our Board consists of members with a broad spectrum of experience and expertise and with a reputation for integrity. In determining whether to nominate a current director for re-election, our Corporate Governance, Nominating and Compensation Committee will take into account these same criteria as well as the director’s past performance, including his or her participation in and contributions to the activities of the Board.

Our Corporate Governance, Nominating and Compensation Committee will evaluate and consider recommendations for director candidates from shareholders using the same criteria described above. As set forth in the charter of the Corporate Governance, Nominating and Compensation Committee, recommendations submitted by the Company’s shareholders shall be submitted, along with the following to the attention of the ~~Chairman~~Chairperson of the Corporate Governance, Nominating and Compensation Committee at 96 Mowat Avenue, Toronto, Ontario M6K 3M1 Canada at least 120 days before the first anniversary of the date on which we first mailed our proxy materials for our prior year’s annual meeting of shareholders:

A Tucows’ shareholder who wishes to communicate with our Board may send correspondence to the attention of our Secretary at 96 Mowat Avenue, Toronto, Ontario M6K 3M1 Canada. The Secretary will submit the shareholder’s correspondence to the ~~Chairman~~Chairperson of the Board, the ~~chairman~~Chairperson of the appropriate committee, or the appropriate individual director, as applicable.

Under the terms of our 2006 Amended and Restated Equity Compensation Plan (the “2006 Plan”), we make automatic formula grants of nonqualified stock options to our non-employee directors and members of committees of our Board as described below. All stock-based compensation for our non-employee directors is governed by our 2006 Plan or its predecessor, our 1996 Equity Compensation Plan (the “1996 Plan”). All options granted under the automatic formula grants vest after one year, have an exercise price equal to the fair market value per common share as determined by the per share price as of the close of business on the date of grant and have a five-year term. Options are granted to directors under the 2006 Plan as follows:

●

on the date a non-employee director becomes a director, he or she is granted options to purchase 4,375 shares of our common stock;

●

on the date a director first becomes a member of the Audit Committee, he or she is granted options to purchase 3,750 shares of our common stock;

●

on the date a director first becomes a member of the Corporate Governance, Nominating and Compensation Committee, he or she is granted options to purchase 2,500 shares of our common stock; and

●

On each date on which we hold our annual meeting of shareholders, each non-employee director in office immediately before and after the annual election of directors receives an automatic grant of options to purchase 3,750 shares of our common stock.

Initial option grants become exercisable in full upon the completion of one (1) year of Board service measured from the date ~~a non-employee director becomes a director, he or she is granted options to purchase 4,375 shares~~ of ~~our common stock;~~

ongrant. Annual option grants become exercisable in full upon the completion of Board service through the earlier of (i) one (1) year measured from the date ~~a director becomes a member~~of grant or (ii) the date of the ~~Audit Committee, he or she is granted options to purchase 3,750 shares of our common stock;~~

onannual shareholder meeting following the date of grant. All formula option grants become exercisable on an accelerated basis upon a ~~director becomes a member~~change of control or the ~~Corporate Governance, Nominating and Compensation Committee, he~~non- employee director’s termination of Board service by reason of death or ~~she is granted options to purchase 2,500 shares of our common stock; and~~

on each date on which we hold our annual meeting of shareholders, each non-employee director in office immediately before and after the annual election of directors receives an automatic grant of options to purchase 3,750 shares of our common stock.

~~Directors who are employees receive no additional or special compensation for serving as directors. All annual fees are paid to our directors in quarterly installments.~~disability.

In November 2017, the Board approved a new fee structure for 2018 that simplifies the Director compensation structure with annual fees and eliminates per meeting attendance fees. As of January 1, 2018, the beginning of fiscal year 2018 (“Fiscal 2018”), each date on which we hold our annual meeting of shareholders, each non-employee director in office immediately before and after the annual election of directors receives an automatic grant of 3,750 options to purchase shares of our common stock. Each non-employee member of the Board will receive $30,000 annually, the ~~Chairman~~Chairperson of the Board will additionally receive $15,000, each Chair of the Audit Committee and Corporate Governance, Nomination and Compensation Committee will receive $7,500, and each member of the Audit Committee and Corporate Governance, Nomination and Compensation Committee will receive $12,000. No fees are payable to directors for attendance at regular or specially called meetings of the Board. All annual fees are paid to our directors in quarterly installments.

Directors who are employees receive no additional or special compensation for serving as directors.

We also purchase directors’ and officers’ liability insurance for the benefit of our directors and officers as a group in the amount of $30 million. We also reimburse our directors for their reasonable out-of-pocket expenses incurred in attending meetings of our Board or its committees. ~~No fees are payable to directors for attendance at specially called meetings of the Board.~~

The table below shows all compensation paid to each of our non-employee directors during ~~2018.~~2021. Each of the directors listed below served for the entire ~~year.~~year, except Marlene Carl who joined on September 7, 2021.

We recognize that our success depends to a great degree on the integrity, knowledge, imagination, skill, diversity and teamwork of our employees. To this end, attracting and retaining the level of executive talent we need to be successful in accomplishing our mission of providing simple useful services that help people unlock the power of the Internet is a key objective of our executive compensation program. Our executive compensation program is designed to ensure we have the talent we need to maintain our current high-performance standards and grow our business for the future. As such, we aim to provide competitive compensation packages for all our key positions, including our Named Executive Officers (“NEOs”) that are guided by market rates and tailored to account for the specific needs and responsibilities of the particular position as well as the performance and unique qualifications of the individual employee. ~~For Fiscal 2018, our NEO's include Messrs. Noss, Singh, Woroch, Silverstein and Fausett.~~

This Compensation Discussion and Analysis (“CD&A”) provides comprehensive information about our executive compensation program for our Fiscal ~~2018~~2021 NEOs, who are listed below, and provides context for the decisions underlying the compensation reported in the executive compensation tables in this proxy statement and our ~~2018~~2021 Annual Report. Our NEOs are:

Our philosophy is to provide a mix of compensation that motivates our executives to achieve our short and long- term performance goals in a market-competitive and fiscally responsible way, which in turn will create value for our shareholders. We achieve our objectives by designing our executive compensation program so that a substantial amount of our NEOs’ compensation is performance-based to ensure the actual compensation paid to our executives is appropriately aligned with our Company’s performance and ~~our shareholders’~~shareholder long-term interests. In addition, we also link individual compensation to Company performance by virtue of the stock options granted by the Company. More specifically, our executive compensation programs are designed to:

We believe the following elements of our compensation program help us to realize our compensation philosophy and objectives:

The weight of each of these components has to date not been determined by any particular formula, although our overall mix of total compensation has historically emphasized retention value. The specific mix of components has been and will continue to be within the discretion and business judgment of our Board and the Corporate Governance, Nominating and Compensation ~~Committee.~~Committee, which has placed greater emphasis on considerations specific to the individual holding a particular executive position rather than on general market data.

We provide our shareholders with the opportunity to cast a triennial advisory vote on executive compensation, or a Say-on-Pay proposal. At our annual meeting of ~~stockholders~~shareholders held on September ~~5, 2017, 98%~~8, 2020, 96% of the votes cast on the Say-on-Pay proposal at that meeting were voted in favor of the compensation of our NEOs, as described in the proxy statement for the ~~2017~~2020 annual meeting. Accordingly, the Corporate Governance, Nominating and Compensation Committee believes that this affirms ~~stockholder~~shareholder support for our executive compensation policies and practices, and no material changes ~~were~~have been made to such policies and practices ~~in 2017~~ as a result of our Say-on-Pay proposal and voting results in September ~~2017.~~2020.

At the ~~2014 annual meeting,~~2020 Annual Meeting, a majority of our ~~stockholders~~shareholders approved, as recommended by our Board, a proposal for our ~~stockholders~~shareholders to be provided with the opportunity to cast a non-binding advisory vote on compensation of our NEOs every three years. Our Board believed that this frequency iswould be appropriate as a triennial vote would provide the Company with sufficient time to engage with ~~stockholders~~shareholders to understand and respond to the “say-on-pay” vote results and to put in place any changes to the Company’s compensation program as a result of such discussions, if necessary. The next ~~stockholder~~shareholder advisory (non-binding) vote on executive compensation will be held at our ~~upcoming 2020 annual meeting.~~2023 Annual Meeting.

With respect to each NEO, in determining total compensation, the Corporate Governance, Nominating and Compensation Committee considers the Company’s compensation philosophy as outlined above, comparative market data and specific factors relative to each NEO’s responsibilities and performance. We do not specifically benchmark compensation for our NEOs in terms of picking a particular percentile relative to other people with similar titles at peer group companies. We believe that many subjective factors unique to each NEO’s responsibilities and performance are not adequately reflected or otherwise accounted for in a percentile-based compensation determination.

In addition, in determining the appropriate level of total compensation for our NEOs, the Corporate Governance, Nominating and Compensation Committee (i) reviews and considers the performance of each NEO, and (ii) considers, for each NEO, the estimated amount of total compensation:

Our ~~Vice President, Human Resources~~Chief People Officer reviews comparative data derived from market research and publicly available information for each of the NEOs and then recommends compensation levels for all employees to our CEO. The CEO then, after consultation with the ~~Vice President, Human Resources~~Chief People Officer makes recommendations to the Corporate Governance, Nominating and Compensation Committee regarding total compensation for each ~~NEO.~~NEO other than the CEO; that recommendation is sent to the Corporate Governance, Nominating and Compensation Committee directly by the Chief People Person. The Corporate Governance, Nominating and Compensation Committee reviews and discusses the information and then determines the total compensation for each NEO, as it deems appropriate.

The CEO’s total compensation is determined by the Corporate Governance, Nominating and Compensation Committee outside the presence of the CEO. The ~~Corporate Governance, Nominating and Compensation~~ Committee’s decision regarding total compensation for the CEO is based on the philosophy outlined above and includes a review of comparative data and consideration of the accomplishments of the CEO in developing the business strategy for the Company, the performance of the Company relative to this strategy and his ability to attract and retain senior management. In establishing the CEO’s total compensation, the Corporate Governance, Nominating and Compensation Committee is also mindful of the prior results of the shareholders’ Advisory Vote on Executive Compensation.

We provide a base salary to our NEOs to compensate them for services rendered on a day-to-day basis during the year and to provide sufficient fixed cash compensation to allow them to focus on their ongoing responsibilities. The base salaries of all executive officers, including our NEOs, are reviewed annually and adjusted when necessary to reflect individual roles and performance as well as market conditions.

In connection with the Corporate Governance, Nominating and Compensation ~~Committee's~~Committee’s annual review process, ~~each of~~the Committee approved a new targeted total compensation structure for our NEOs, ~~were awarded standard merit increases effective January 1, 2018 and 2019. Exceptions were made in 2018 for Mr. Noss who was awarded an additional ten vacation days in lieu of~~including an increase to base and ~~Mr. Singh who was awarded~~incentive bonus compensation. The Committee approved the increase in compensation in a ~~20%~~phased approach with 50% of the increase ~~to reflect~~implemented in 2020, 25% implemented in 2021 and 25% of the ~~promotion to CFO from Vice-President, Finance.~~increase implemented in 2022.

We use annual cash incentive bonuses to communicate specific goals that are of primary importance during the coming year and motivate our senior officers and NEOs to achieve these goals. Each year, we assess if our corporate financial and strategic objectives are optimally aligned with our management incentive compensation plan to motivate and reward our senior executives, including our NEOs, to attain specific short-term performance objectives that, in turn, further our long- term business objectives. These objectives are based upon corporate or service-related targets, rather than individual objectives. In setting target payout levels under our management incentive compensation plan, our Corporate Governance, Nominating and Compensation Committee considers historical payouts, the total cost to the company should performance objectives be achieved and our retention needs.

The Corporate Governance, Nominating and Compensation Committee determines the initial level of funding for the annual incentive bonus pools during the annual budgeting process and approves provisional quarterly payments, computed on a pro-rata basis, based on quarterly minimum year-to-date targets for our senior officers, including NEOs, taking into account the Company’s actual performance on a year-to-date basis. To ensure that our annual target remains the primary consideration and to mitigate the risk of overpayment of bonuses, any quarterly payments are subject to a discretionary holdback percentage, which has historically been set at 25% but may be adjusted each quarter should circumstances warrant it. ~~To mitigate the risk of overpayment of incentive bonuses based on a quarterly performance, a 25% holdback of quarterly payments is maintained.~~ The Corporate Governance, Nominating and Compensation Committee retains the right to interpret, rescind, prescribe, amend or suspend payment under our management incentive compensation plan at any time. Changes made by the Corporate Governance, Nominating and Compensation Committee will however, only be on a prospective basis, so will not impact any quarterly rights our NEO’s and senior officers may have up to the date of the change.

The performance goals under our management incentive compensation plan consists of two components; namely, an incentive bonus and an overachievement bonus, each with established thresholds and maximum achievement levels.

For the incentive bonus component, achievement of established targets for each NEO will equate to 100% of the bonus being paid. Where 75% of an established target is achieved (“floor level”) this will result in 50% of the bonus being paid. Below the floor level no bonus is payable. In those cases, where achievement is between the floor level and the established target, straight-line interpolation is applied from the established target levels.

To further incent our senior management and NEOs to promote our business and strategic objectives; to the extent that the Company’s actual performance exceeds the Company’s Adjusted EBITDA for ~~Compensation~~compensation goals (“overachievement target”), the Corporate Governance, Nominating and Compensation Committee sets aside 30% of the overachievement target in an overachievement pool to reward our senior management, employees and NEOs. At the discretion of the Corporate Governance, Nominating and Compensation Committee, approximately 40% of the overachievement pool has been allocated to the NEOs and is shared equally among them.

The table below summarizes the ~~2018~~2021 and ~~2019~~2022 incentive bonus opportunities for our NEOs.

Our Corporate Governance, Nominating and Compensation Committee met in February ~~2019~~2022 and determined the achievement of the financial objectives applicable under the management incentive compensation plan for ~~2018~~2021 had ~~been not~~ been fully achieved. As the Company ~~did not meet~~met its Adjusted EBITDA for Compensation targets for the fiscal year ended December 31, ~~2018,~~2021, the Corporate Governance, Nominating and Compensation Committee assessed that ~~82%~~100% of the incentive bonuses for all our NEO’s was payable. ~~With the exception of Mr. Woroch, who earned 92% of his targeted bonus, all other bonuses were assessed at 82% of target.~~

In connection with the Corporate Governance, Nominating and Compensation Committee’s annual review process, the Committee also approved a new set of performance goals under our management incentive compensation plan for Fiscal ~~2019 and decided not to increase the incentive bonus target opportunity for our NEOs.~~2021.

The ~~overachievement bonus program~~Overachievement Bonus Program is designed to further incent our employees, senior management and NEOs to exceed the Company’s Adjusted EBITDA for ~~Compensation~~compensation goals. In assessing our overall performance for ~~2018,~~Fiscal 2021, the Corporate Governance, Nominating and Compensation Committee deemed that no overachievement bonus should be payable for ~~2018.~~Fiscal 2021.

In connection with the Corporate Governance, Nominating and Compensation Committee’s annual review process, the Committee approved a new targeted total compensation structure for our NEOs, including an increase to base and incentive bonus compensation. The Committee approved the increase in compensation in a phased approach with 50% of the increase implemented in 2020, 25% of the increase implemented in 2021 and 25% implemented in 2022.

We believe that equity-based awards encourage our NEOs to focus on the long-term performance of our business. Our Board grants equity awards to executives and other employees in order to enable them to participate in the long-term appreciation of our stock price. Additionally, we believe our equity awards provide an important retention tool for our NEOs, as they are subject to multi-year vesting. To date, we have not adopted stock ownership guidelines for our ~~NEOs.~~NEOs

Historically, we have granted equity-based awards in the form of stock options, including options granted at the commencement of employment and additional awards each year. The size of the initial option grant made to each NEO upon joining our company is primarily based on competitive conditions applicable to the NEO's specific position. For subsequent equity grants to our NEOs, our Corporate Governance, Nominating and Compensation Committee receives input from our CEO and Vice President, Human Resources.

In connection with its annual review process, the Corporate Governance, Nominating and Compensation Committee approved, effective ~~June 5, 2018 and~~ May ~~28, 2019,~~12, 2021, the following stock option awards to our NEOs. These stock options vest in equal installments on each of the first four anniversaries of the grant date, generally subject to the NEO’s continued employment with us.

On June 17, 2022 the Corporate Governance, Nominating and Compensation Committee approved the following stock option awards to our NEOs. These stock options vest in equal installments on each of the first four anniversaries of the grant date, generally subject to the NEO’s continued employment with us.

During Fiscal 2021 options exercised and vested for our named executive officers were as follows:

Our Board believes that it is necessary to offer senior members of our executive team severance benefits to ensure that they remain focused on executing our strategic plans, including in the event of a proposed or actual acquisition. We have entered into employment agreements with our NEOs to provide them with ~~additional~~ severance benefits upon an involuntary termination of employment under specified circumstances prior to and following a change of control. The terms of these agreements are described below in "Potential Payments on Termination or Change in Control."

We do not provide any significant perquisites or other personal benefits to our NEOs.

We provide the following benefits ~~which we~~to our NEOs. We believe these benefits are typical of the companies with which we compete for ~~employees, to our NEO’s:~~employees:

~~healthcare insurance;~~

~~life insurance and accidental death and dismemberment insurance;~~

~~long term disability insurance;~~

~~a registered retirement savings matching program;~~

~~a healthcare spending account;~~

~~a car allowance;~~

~~an annual medical; and~~

●

healthcare insurance;

●

life insurance and accidental death and dismemberment insurance;

●

long term disability insurance;

●

a registered retirement savings matching program;

●

a healthcare spending account;

●

a car allowance;

●

an annual medical; and

●

an employee assistance program.

Certain Corporate Governance Considerations

We currently do not require our executive officers to own a particular number of shares of our common stock. The Corporate Governance, Nominating and Compensation Committee is satisfied that stock and option holdings among our executive officers are sufficient at this time to provide motivation and to align their interests with those of our ~~stockholders.~~shareholders. However, we prohibit all directors and employees from hedging their economic interest in the Company securities that they hold.

Tax Considerations

We do not provide any tax gross-ups to our ~~NEOs~~executive officers or directors.

In designing our compensation programs, the Corporate Governance, Nominating and Compensation Committee considers the financial accounting and tax consequences to Tucows as well as the tax consequences to our employees. In determining the aggregate number and mix of equity grants in any fiscal year, the Corporate Governance, Nominating and Compensation Committee and management consider the size and share-based compensation expense of the outstanding and new equity awards.

Section 162(m) of the Internal Revenue Code generally disallows a federal income tax deduction to public ~~corporations~~companies for annual compensation ~~greater than~~over $1 million (per individual), paid ~~for any fiscal year~~ to ~~the corporation’s Chief Executive Officer~~their chief executive officer, chief financial officer and the next three ~~other~~ most highly compensated executive officers (as well as certain other officers who were covered employees in years after 2016). As a result, most of the ~~end~~compensation payable to our NEOs in excess of ~~any fiscal year, other than the Chief Financial Officer. However, certain types of performance-based compensation are excluded from the~~ $1 million ~~deduction limit if specific requirements are met.~~per person in a year will not be fully deductible.

The Committee considers the impact of Section 162(m) when designing our Executive Compensation Program and structured our Executive Bonus Plan, stock plans and performance share programs so that a number of awards may be granted under these plans and programs in a manner that complies with the requirements imposed by Section 162(m). Tax deductibility is not the primary factor used by the Committee in setting compensation, however, and corporate objectives may not necessarily align with the requirements for full deductibility under Section 162(m). Our Corporate Governance, Nominating and Compensation Committee has not adopted a formal policy regarding tax deductibility of compensation paid to our NEOs. We believe it is important and in the best interests of our shareholders to preserve flexibility in administering compensation programs as corporate objectives may not always be consistent with the requirements for full ~~deductibility. While our Corporate Governance, Nominating and Compensation Committee has not adopted a formal policy regarding tax~~ deductibility ~~of compensation paid to our NEOs, our Corporate Governance, Nominating and Compensation Committee may exercise discretion to pay non-deductible compensation if following the requirements of~~under Section 162(m) ~~would not be in the interests of our shareholders.~~.

Compensation Risk Assessment

The Corporate Governance, Nominating and Compensation Committee oversaw the performance of a risk assessment of our executive compensation ~~programs~~program to ascertain any potential material risks that may be created by ~~the compensation~~this program. Because performance-based incentives are used in our executive compensation program, it is important to ensure that these incentives do not result in our NEOs taking unnecessary or excessive risks or any other actions that may conflict with our long-term interests. The Corporate Governance, Nominating and Compensation Committee considered the following attributes of our ~~executive compensation program:~~Executive Compensation Program:

~~the balance between short- and long-term incentives;~~

use of qualitative as well as quantitative performance factors in determining compensation payouts, including minimum and maximum performance thresholds, funding that is based on actual results measured against pre- approved financial and operational goals and metrics that are clearly defined;

~~incentive compensation that includes a stock component where value is best realized through long-term appreciation of stockholder value; and~~

~~incentive compensation components that are paid or vest over an extended period.~~

●

the balance between short- and long-term incentives;

●

incentive compensation that includes a stock component where value is best realized through long-term appreciation of shareholder value; and

●

incentive compensation components that are paid or vest over an extended period.

The Corporate Governance, Nominating and Compensation Committee focuses primarily on the compensation of our NEOs because risk-related decisions depend predominantly on their judgment. The Corporate Governance, Nominating and Compensation Committee believes that risks arising from our policies and practices for compensation of other employees are not reasonably likely to have a material adverse effect on us.

~~COMPENSATION COMMITTEE REPORT~~Compensation Committee Interlocks and Insider Participation

The members of the Corporate Governance, Nominating and Compensation Committee of our Board during 2021 were Messrs. Karp (Chair), Schwartz and Ralls and Ms. Chase. Mr. Ralls resigned from the Board of Directors on September 7, 2021. On the same date, Mr. Karp resigned as Chair of the Board and Chair of the Corporate Governance, Nominating and Compensation Committee. Ms. Chase became Chair of the Board and Chair of the Corporate Governance, Nominating and Compensation Committee. To ensure that our compensation policies are administered in an objective manner, our Corporate Governance, Nominating and Compensation Committee is composed entirely of independent directors. None of the members of our Corporate Governance, Nominating and Compensation Committee has ever been an officer or employee of the Company or its subsidiaries. None of our executive officers serves as a member of the Board or compensation committee of any entity that has one or more executive officers on our Board or Corporate Governance, Nominating and Compensation Committee.

Compensation Committee Report

The Corporate Governance, Nominating and Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis with management and, based on such review and discussions, the Corporate Governance, Nominating and Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Submitted by the following members of the Corporate Governance, Nominating and Compensation Committee:

Robin Chase, Chair

Allen Karp ~~Chair~~

~~Rawleigh Ralls~~ Jeffrey Schwartz

~~Robin Chase~~

Summary Compensation Table

The following Summary Compensation table provides a summary of the compensation earned by our NEOs, including our ~~CEO,~~Chief Executive Officer, our ~~CFO,~~Chief Financial Officer, and our next three most highly compensated executive officers for services rendered in all capacities during ~~2018.~~2021. 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 2018 fiscal year~~Fiscal 2021 were converted into U.S. dollars based upon the exchange rate of ~~1.2945~~1.2536 Canadian dollars for each U.S. dollar, which represents the average Oanda exchange rate for ~~2018.~~2021.

Name and Principal Position

Year

Salary ($)

Bonus ⁽¹⁾
($)

Stock
Awards
($)

Option
Awards ⁽²⁾
($)

All Other
Compensation
⁽³⁾($)

Total ($)

(a)

(b)

(c)

(d)

(f)

(i)

(j)

Elliot Noss

2018

$
320,587

$
141,359

$
—

$
105,930

$
8,111

$
575,987

President and Chief Executive Officer

2017

$
319,797

$
123,853

$
—

$
—

$
8,091

$
451,741

2016

$
304,075

$
147,210

$
—

$
136,420

$
7,924

$
595,629

Davinder Singh(4)

2018

229,915

34,254

—

52,965

6,953

324,087

Chief Financial Officer

2017

170,687

31,748

—

42,240

6,935

251,610

2016

148,742

18,868

—

127,555

5,377

300,542

Bret Fausett(5)

2018

250,000

51,660

—

26,483

—

328,143

Chief Legal Officer

2017

81,571

—

—

196,300

—

277,871

Jason Silverstein(6)

2018

236,385

38,845

—

52,965

7,500

335,695

Vice President, Corporate Operations

2017

218,249

33,000

—

172,494

6,250

429,993

David Woroch

2018

215,473

99,041

—

52,965

6,953

374,432

Executive Vice President, Domains

2017

208,677

106,549

—

—

6,935

322,161

2016

198,415

102,834

—

68,210

6,566

376,025

Name and Principal Position	Year	Salary ($)		Bonus (1) ($)		Stock Awards ($)		Option Awards (2) ($)		All Other Compensation (3) ($)		Total ($)
Elliot Noss	2021	$	397,112	$	242,240	$	—	$	125,719	$	8,379	$	773,450
President and Chief Executive Officer	2020		359,143		204,713		—		90,315		7,845		662,016
	2019		321,932		111,252		—		95,760		7,911		536,855

Davinder Singh	2021		260,840		112,162		—		125,719		7,182		505,902
Chief Financial Officer	2020		234,511		82,077		—		45,158		6,724		368,470
	2019		205,643		28,519		—		47,880		6,781		288,823

Justin Reilly (4)	2021		317,128		114,166		—		100,575		1,197		533,066
Chief Executive Officer, Wavelo	2020		291,371		96,152		—		45,158		1,121		433,802
	2019		79,939		17,140		—		256,410		188		353,677

David Woroch	2021		269,165		134,584		—		100,575		7,182		511,506
Chief Executive Officer, Tucows Domains Services	2020		246,838		120,950		—		45,158		6,724		419,670
	2019		216,453		91,673				47,880		6,781		362,787

Bret Fausett	2021		274,461		98,806		—		125,719		-		498,985
Chief Legal Officer	2020		254,846		44,100		—		47,880		-		346,826
	2019		250,000		51,660		—		26,483		-		328,143

(1)	Represents bonus earned under our incentive programs during the fiscal years ended December 31, ~~2018, 2017~~2021, 2020 and ~~2016 and bonus earned under our overachievement bonus programs during the fiscal year ended December 31, 2016.~~2019.

Of the ~~2018~~2021 amount, the following amounts were paid in February ~~2019:~~2022

Elliot Noss	$	58,461	$	104,902
Davinder Singh	$	14,986	$	48,646
Justin Reilly			$	49,233
David Woroch			$	59,539
Bret Fausett	$	22,601	$	43,403
Jason Silverstein	$	16,951
David Woroch	$	41,790

Of the ~~2017~~2020 amount, the following amounts were paid in February ~~2018:~~2021

Elliot Noss	$	55,347	$	89,561
Davinder Singh	$	14,187	$	35,909
Jason Silverstein	$	15,225
Justin Reilly			$	42,066
David Woroch	$	49,012	$	52,916
Bret Fausett			$	37,582

Of the ~~2016~~2019 amount, the following amounts were paid in February ~~2017:~~2020

Elliot Noss

$
64,404

Davinder Singh

$
16,054

David Woroch

$
46,605

Elliot Noss	$	54,037
Davinder Singh	$	13,852
Justin Reilly	$	14,202
David Woroch	$	42,450
Bret Fausett	$	21,420

(2)

Represents the aggregate grant date fair value of such awards, calculated in accordance with FASB ASC 718. Please see “Note ~~13 “Stock Options”~~14 – Stock Option Plans” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of the ~~2018~~ Annual Report, for a discussion of the assumptions underlying these calculations.

(3)	Amounts reported in this column are comprised of the following items:

		Additional Health Spending Credits ($)			Car Allowance ($)		All Other Compensation ($)
	Year
Elliot Noss	2021	$	1,197	$	7,182	$	8,379
	2020		1,121		6,724		7,845
	2019		1,130		6,781		7,911

Davinder Singh	2021		1,197		5,985		7,182
	2020		1,121		5,651		6,724
	2019		1,130		5,794		6,781


Justin Reilly	2021		1,197		—		1,197
	2020		1,121		—		1,121
	2019		188		—		188

David Woroch	2021		1,197		5,985		7,182
	2020		1,121		5,603		6,724
	2019		1,130		5,651		6,781

Bret Fausett	2021		—		—		—
	2020		—		—		—
	2019		—		—		—

Additional

Health

Car

Health Club

All Other

Spending

Allowance

Membership

Compensation

Year

Credits ($)

($)

($)

($)

Elliot Noss
2018

$
1,159

$
6,952

$
—

$
8,111

2017

1,156

6,935

—

8,091

2016

1,132

6,792

—

7,924

Davinder Singh
2018

1,159

5,794

—

6,953

2017

1,156

5,779

—

6,935

2016

1,132

4,245

—

5,377

Bret Fausett
2018

—

—

—

—

2017

—

—

—

—

Jason Silverstein
2018

—

7,500

—

7,500

2017

—

6,250

—

6,250

David Woroch
2018

1,159

5,794

—

6,953

2017

1,156

5,779

—

6,935

2016

1,132

5,434

—

6,566

(4)	Mr. Reilly joined the Company in August, 2019.

~~(4) Mr. Singh was appointed to his position as CFO effective April 1, 2017.~~

~~(5) Mr. Fausett joined the Company in October 2017.~~

~~(6) Mr. Silverstein joined the Company in January 2017 as a result of our acquisition of eNom and resigned effective May 17, 2019.~~

Executive Pay Ratio

In August 2015 pursuant to a mandate of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC adopted a rule requiring annual disclosure of the ratio of the median employee’s annual total compensation to the total annual compensation of the principal executive officer (‟PEO”). The Company’s PEO is Mr. Noss. The annual total compensation for fiscal year ~~2018~~2021 for our PEO was ~~$513,652,~~$773,450, and for the median employee was ~~$39,056.~~$47,025. The resulting ratio of our PEO’s pay to the pay of our median employee for fiscal year ~~2018~~2021 is 1316 to 1.

The measurement was prepared as of December 31, ~~2018~~2021 based on active employees as at that date and total compensation for the annual period then ended. The Company utilized tax records to determine the total annual compensation based on gross employment income for each individual Form W-2 or equivalent for our international subsidiaries. Gross employment income includes salaries, bonus, company medical benefits, car allowance and benefits from exercise of stock-options. We determined the compensation of our median employee (i) by calculating the annual total compensation described above for each of our employees, (ii) ranking the annual total compensation of all employees except for the PEO from lowest to highest and (iii) determining the ~~median employee.~~Median Employee. The ~~median employee’s~~Median Employee’s Fiscal ~~2018~~2021 compensation was then determined in a manner consistent with the Summary Compensation Table above and compared to the PEO to derive the ratio.

Grants of Plan-Based Awards

The following table sets forth information concerning plan-based awards granted to our NEOs in ~~2018:~~2021:

Name	Grant date	All other option awards: Number of shares underlying options		Exercise or base price of option awards		Grant date fair value of option awards (000’s) ⁽¹⁾		Grant date	All other option awards: Number of shares underlying options		Exercise or base price of option awards		Grant date fair value of option awards (1)
Elliot Noss	06/05/2018		4,500		$64.10		$105,930	5/12/2021		5,000	$	79.44	$	125,719

Davinder Singh	06/05/2018		2,250		$64.10		$52,965	5/12/2021		5,000	$	79.44	$	125,719

Justin Reilly								5/12/2021		4,000	$	79.44	$	100,575
David Woroch	06/05/2018		2,250		$64.10		$52,965	5/12/2021		4,000	$	79.44	$	100,575

Jason Silverstein	06/05/2018		2,250		$64.10		$52,965

Bret Fausett	06/05/2018		1,125		$64.10		$26,483	5/12/2021		5,000	$	79.44	$	125,719

~~(1) Represents the grant date fair value of such awards, calculated in accordance with FASB ASC 718. Please see “Note 13 “Stock~~
(1)
Represents the grant date fair value of such awards, calculated in accordance with FASB ASC 718. Please see “Note 14 – Stock Option Plans” of Notes to Consolidated Financial Statements included in Part II, Item 8 of the ~~2018~~ Annual Report, for a discussion of the assumptions underlying these calculations.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information concerning stock options held by ~~our NEOs~~the named executive officers as of December 31, ~~2018:~~2021:

Name

Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable

Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable

Option Exercise
Price ($)

Option
Expiration
Date

Elliot Noss

1,875

—

5.52

05/17/2019

6,250

—

5.76

12/31/2019

6,250

—

10.16

11/10/2020

10,000

—

19.41

12/31/2021

7,500

2,500

21.10

12/31/2022

—

4,500

64.10

06/04/2025

31,875

7,000

Davinder Singh

2,000

—

19.95

02/11/2023

2,500

2,500

19.95

02/11/2023

500

1,500

55.65

07/23/2024

—

2,250

64.10

06/04/2025

5,000

6,250

Bret Fausett

2,500

7,500

53.20

09/04/2024

—

1,125

64.10

06/04/2025

2,500

8,625

Jason Silverstein

4,500

—

43.15

01/19/2024

1,125

3,375

43.15

01/19/2024

300

900

55.65

07/23/2024

—

2,250

64.10

06/04/2025

5,925

6,525

David Woroch

7,500

—

5.52

05/17/2019

6,250

—

5.76

12/31/2019

6,250

—

10.16

11/10/2020

5,000

—

19.41

12/31/2021

3,750

1,250

21.10

12/31/2022

—

2,250

64.10

06/04/2025

28,750

3,500

Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date

Elliot Noss		10,000		—		21.10	12/31/2022
		3,375		1,125		64.10	6/4/2025
		2,250		2,250		62.12	5/27/2026
		1,125		3,375		60.01	5/27/2027
		—		5,000		79.44	5/11/2028
		16,750		11,750

Davinder Singh		2,000		—		19.95	2/11/2023
		5,000		—		19.95	2/11/2023
		2,000		—		55.65	7/23/2024
		1,687		563		64.10	6/4/2025
		1,125		1,125		62.12	5/27/2026
		562		1,688		60.01	5/27/2027
		—		5,000		79.44	5/11/2028
		12,374		8,376


Justin Reilly		2,250		4,500		55.19	9/15/2026
		562		1,688		60.01	5/27/2027
		—		4,000		79.44	5/11/2028
		2,812		10,188

David Woroch		5,000		—		21.10	12/31/2022
		1,687		563		64.10	6/4/2025
		1,125		1,125		62.12	5/27/2026
		562		1,688		60.01	5/27/2027
		—		4,000		79.44	5/11/2028
		8,374		7,376

Bret Fausett		10,000		—		53.20	9/4/2024
		843		282		64.10	6/4/2025
		1,125		1,125		62.12	5/27/2026
		562		1,688		60.01	5/27/2027
		—		5,000		79.44	5/11/2028
		12,530		8,095

The stock options grants listed in the above table were issued under our 2006 Plan.

Under the 2006 Plan, these options primarily vest over a period of four years and have a ~~seven-year~~7-year term. These options are not exercisable for one year after the grant. Thereafter they become exercisable at the rate of 25% per annum, becoming fully exercisable after the fourth year.

Potential Payments on Termination or Change In Control

We have certain agreements that require us to provide compensation to our NEOs in the event of a termination of employment or a change in control of Tucows. These agreements are summarized following the table below and do not include any payment for termination for cause. The tables below show estimated compensation payable to each NEO upon various triggering events. Actual amounts can only be determined upon the triggering event.

Elliot Noss (1)		Termination		Change in			Termination		Change in
	2018	without Cause (Dollar amounts in U.S. dollars)		Control (Dollar amounts in U.S. dollars)		2021	without Cause (Dollar amounts in U.S. dollars)		Control (Dollar amounts in U.S. dollars)
Compensation
Base Salary/Severance (2)	Base Salary/Severance (2)	$	641,174	$	2,641,174		$	809,797	$	2,809,797
Bonus Plan (3)	Bonus Plan (3)		325,917		325,917			493,976		493,976
Acceleration of Unvested Equity Awards (4)	Acceleration of Unvested Equity Awards (4)		97,400		97,400			173,269		173,269

Benefits (5)
Car Allowance	Car Allowance		13,905		13,905			14,363		14,363
Healthcare Flexible Spending Account	Healthcare Flexible Spending Account		2,317		2,317			2,394		2,394

		$	1,080,713	$	3,080,713			1,493,799	$	3,493,799

Davinder Singh (1)		Termination		Change in			Termination		Change in
	2018	without Cause (Dollar amounts in U.S. dollars)		Control (Dollar amounts in U.S. dollars)		2021	without Cause (Dollar amounts in U.S. dollars)		Control (Dollar amounts in U.S. dollars)
Compensation
Base Salary/Severance (2)	Base Salary/Severance (2)	$	114,072	$	—		$	244,574	$	—
Bonus Plan (3)	Bonus Plan (3)		27,849		—			105,167		—
Acceleration of Unvested Equity Awards (4)	Acceleration of Unvested Equity Awards (4)		52,343		—			42,167		—

Benefits (5)	Benefits (5)
Car Allowance	Car Allowance		3,862		—			5,486		—
Healthcare Flexible Spending Account	Healthcare Flexible Spending Account		772		—			1,097		—

		$	198,898	$	—		$	398,491	$	—

Bret Fausett (1)		Termination		Change in			Termination		Change in
	2018	without Cause (Dollar amounts in U.S. dollars)		Control (Dollar amounts in U.S. dollars)		2021	without Cause (Dollar amounts in U.S. dollars)		Control (Dollar amounts in U.S. dollars)
Compensation											��
Base Salary/Severance (2)	Base Salary/Severance (2)	$	145,833	$	—		$	230,678	$	—
Bonus Plan (3)	Bonus Plan (3)		36,750		—			83,044		—
Acceleration of Unvested Equity Awards (4)	Acceleration of Unvested Equity Awards (4)		—		—			36,621		—

Benefits (5)	Benefits (5)
Car Allowance	Car Allowance		—		—			—		—
Healthcare Flexible Spending Account	Healthcare Flexible Spending Account		—		—			—		—
		$	182,583	$	—
							$	350,343	$	—

Jason Silverstein (1)(6)		Termination		Change in
Justin Reilly (1)							Termination		Change in
	2018	without Cause (Dollar amounts in U.S. dollars)		Control (Dollar amounts in U.S. dollars)		2021	without Cause (Dollar amounts in U.S. dollars)		Control (Dollar amounts in U.S. dollars)
Compensation
Base Salary/Severance (2)	Base Salary/Severance (2)	$	177,289	$	—		$	213,693	$	—
Bonus Plan (3)	Bonus Plan (3)		35,438		—			76,929		—
Acceleration of Unvested Equity Awards (4)	Acceleration of Unvested Equity Awards (4)		20,347		—			66,086		—

Benefits (5)
Car Allowance	Car Allowance		5,625		—			—		—
Healthcare Flexible Spending Account	Healthcare Flexible Spending Account		—		—			798		—

		$	238,699	$	—		$	357,506	$	—

David Woroch (1)		Termination		Change in			Termination		Change in
	2018	without Cause (Dollar amounts in U.S. dollars)		Control (Dollar amounts in U.S. dollars)		2021	without Cause (Dollar amounts in U.S. dollars)		Control (Dollar amounts in U.S. dollars)
Compensation
Base Salary/Severance (2)	Base Salary/Severance (2)	$	418,386	$	418,386		$	561,666	$	-
Bonus Plan (3)	Bonus Plan (3)		213,625		213,625			280,833		-
Acceleration of Unvested Equity Awards (4)	Acceleration of Unvested Equity Awards (4)		48,700		48,700			71,061		-

Benefits (5)
Car Allowance	Car Allowance		11,587		11,587			11,969		-
Healthcare Flexible Spending Account	Healthcare Flexible Spending Account		2,317		2,317			2,394		-

		$	694,615	$	694,615		$	927,923	$	-

(1)	For the purpose of the table we assumed an annual base salary at the executive’s level as of December 31, ~~2018~~2021.

(2)

Severance for Mr. Noss is compensation for one year plus one-month additional compensation for each completed year of service. Total compensation is capped at 24 months. For Messrs. Singh, Fausett, ~~Silverstein~~Reilly and Woroch, severance compensation is for six months plus one-month additional compensation for each completed year of service. Total compensation is capped at 24 months.

(3)	For the purpose of the table we assumed that the annual incentive bonus target as of December 31, ~~2018~~2021 had been achieved and that no overachievement bonus or special bonuses would be payable.

(4)

For purposes of the above table, we have assumed that if we terminate Mr. Noss without cause all his unvested options vest automatically and that for Messrs. Singh, Fausett, ~~Silverstein~~Reilly and Woroch, their options continue to vest through any severance period. On a change in control we have assumed that all unvested options for Mr. Noss vest automatically and that for Messrs. Singh, Fausett, ~~Silverstein~~Reilly and Woroch, their options continue to vest through and until the end of any severance period. Amounts disclosed in this table equal the closing market value of our common stock as of December 31, ~~2018,~~2021, minus the exercise price, multiplied by the number of unvested shares of our common stock that would vest. The closing market value of our common stock on December 31, ~~2018~~2021 was ~~$60.06.~~$83.82.

(5)	Pay for unused vacation, extended health, matching registered retirement savings plan benefit, life insurance and accidental death and dismemberment insurance are standard programs offered to all employees and are therefore not reported.
~~(6)~~	~~Mr. Jason Silverstein resigned from his position of VP, Corporate Operations with the Company effective May 17, 2019.~~

Employment ~~Agreements—~~Agreements—Termination

Employment contracts are currently in place for each of ~~our NEOs, whose~~the NEOs. These employment contracts detail the severance payments that will be provided on termination of employment and the consequent obligations of non-competition and non-solicitation.

The following details the cash severance payment that will be paid to each of ~~our NEOs~~the named executive officers in the event of termination without cause or termination for good reason.

Upon termination without cause, Messrs. Woroch, Singh, ~~Silverstein~~Reilly and Fausett are each entitled to a severance payment in the amount of six months’ compensation plus one months’ compensation for each additional completed year of service. Severance payments can be made in equal monthly installments. Messrs. Woroch, Singh, ~~Silverstein~~Reilly and Fausett are each bound by a standard non-competition covenant for a period of twelve months following their termination.

Mr. Noss’s employment agreements is subject to early termination by us due to:

●

the death or disability of the executive;

●

for “cause;” or

●

without “cause.”

If we terminate Mr. Noss without “cause,” he is entitled to receive 12 months of compensation plus one month of compensation for each year of service, to a maximum of 24 months of compensation.

For purposes of the employment agreements, “cause” is defined to mean the executive’s conviction (or plea of guilty or nolo contendere) for committing an act of fraud, embezzlement, theft or other act constituting a felony or willful failure or an executive’s refusal to perform the duties and responsibilities of his position, which failure or refusal is not cured within 30 days of receiving a written notice thereof from our Board.

Employment ~~Agreements—~~Agreements—Change in Control

Under his employment agreements, Mr. Noss is also entitled to the change in control benefits described in the following paragraph if:

●

the executive resigns with or without “good reason” within the 30-day period immediately following the date that is six months after the effective date of the “change in control;” or

●

within 18 months after a “change in control” and executive’s employment is terminated either:

●

without “cause;” or

●

by resignation for “good ~~reason.”~~reason”

If an executive’s employment is terminated following a change in control under the circumstances described in the preceding paragraph, the executive is entitled to receive a lump sum payment based upon the fair market value of the Company on the effective date of the “change in control” as determined by our Board in the exercise of good faith and reasonable judgment taking into account, among other things, the nature of the “change in control” and the amount and type of consideration, if any, paid in connection with the “change in control.” Depending on the fair market value of the company, the lump sum payments range from $375,000 to $2 million for Mr. Noss. In addition to the lump sum payments, all stock options held by Mr. Noss will be immediately and fully vested and exercisable as of the date of termination.

A “change in control” is generally defined as:

●

the acquisition of 50% or more of our common stock;

●

a change in the majority of our Board unless approved by the incumbent directors (other than as a result of a contested election); and

●

certain reorganizations, mergers, consolidations, liquidations or dissolutions, unless certain requirements are met regarding continuing ownership of our outstanding common stock.

“Good reason” is defined to include the occurrence of one or more of the following:

●

the executive’s position, management responsibilities or working conditions are diminished from those in effect immediately prior to the change in control, or he is assigned duties inconsistent with his position;

●

the executive is required to be based at a location in excess of 30 miles from his principal job location or office immediately prior to the change in control;

●

the executive’s base compensation is reduced, or the executive’s compensation and benefits taken as a whole are materially reduced, from those in effect immediately prior to the change in control; or

●

we fail to obtain a satisfactory agreement from any successor to assume and agree to perform our obligations to the executive under his employment agreement.

~~Option Exercises~~

~~There were no options exercised by our NEOs during Fiscal 2018:~~

~~Pension Benefits~~

~~The Company does not currently have a defined pension plan.~~

~~Non-qualified Deferred Compensation~~

~~The Company does not currently have an executive defined income plan.~~

AUDIT COMMITTEE REPORT

The purposes of the Audit Committee are described on page 12 of this proxy statement under the caption “Corporate Governance—Committees” and in the charter of the Audit Committee. In particular, it is the Audit Committee’s duty to review the accounting and financial reporting processes of the Company on behalf of the Board. In fulfilling our responsibilities, the Audit Committee has reviewed and discussed the audited consolidated financial statements contained in our ~~2018~~2021 Annual Report with our management and also with KPMG LLP, our independent auditors. Management is responsible for the financial statements and the reporting process, including the system of internal controls, and has represented to the Audit Committee that such financial statements were prepared in accordance with ~~generally accepted accounting principles.~~GAAP. The independent auditors are responsible for expressing an opinion on the conformity of those audited financial statements with accounting principles generally accepted in the United States.

In performing its oversight function, the Audit Committee reviewed and discussed the audited consolidated financial statements of the Company as of and for the fiscal year ended December 31, ~~2018~~2021 with management and KPMG LLP, the Company’s independent registered public accounting firm. The Audit Committee also discussed with KPMG LLP all matters required to be discussed by ~~Auditing Standard No. 1301,~~ ~~Communications with Audit Committees~~~~, as adopted by~~the applicable requirements of the Public Company Accounting Oversight ~~Board.~~Board (“PCAOB”) and the SEC. In addition, the Audit Committee, with and without management present, reviewed and discussed the results of KPMG LLP’s examination of the Company’s financial statements. Furthermore, the Audit Committee discussed with KPMG LLP their independence from management and the Company and the Audit Committee received written disclosures and the letter from KPMG LLP required by the applicable PCAOB requirements regarding the independent accountant’s communications with the Audit Committee concerning independence.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, management is required to prepare a report as to its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, ~~2018,~~2021, and KPMG LLP is required to prepare an attestation report with respect to the effectiveness of the Company’s internal control over financial reporting. The Audit Committee reviewed and discussed with management its report regarding its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, ~~2018,~~2021, and reviewed and discussed with KPMG LLP its report as to the effectiveness of the Company’s internal control over financial reporting. Management’s report and KPMG LLP’s report are each included in the ~~2018~~2021 Annual Report.

Based on the reviews and discussions referred to above, the Audit Committee recommended to our Board that our audited consolidated financial statements be included in our ~~2018~~2021 Annual Report as filed with the SEC.

Audit Committee Members

Jeffrey Schwartz, Chair

Allen Karp

Erez Gissin

PROPOSAL No. 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTINGFIRM

KPMG LLP has served as our independent auditor since our merger with Tucows Delaware in August 2001. The Audit Committee of our Board has appointed KPMG LLP as the independent registered public accounting firm of the Company and our subsidiaries for the year ending December 31, ~~2019.~~2022. Although shareholder approval is not required, our Board desires to obtain shareholder ratification of this appointment. If the appointment is not ratified at the ~~annual meeting,~~Annual Meeting, our Board will review its future selection of independent registered public accounting ~~firm.~~firms. A representative of KPMG LLP is expected to be present at the ~~annual meeting~~Annual Meeting and will have the opportunity to make a statement, if he or she desires to do so, and to respond to appropriate questions.

The Board unanimously recommends a vote FOR ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, ~~2019.~~2022.

AUDIT FEES AND ALL OTHERFEES

All services provided by KPMG LLP, our independent registered public accounting firm for ~~2018,~~2021, have been reviewed with the Audit Committee to confirm that the performance of such services was consistent with the regulatory requirements for auditor independence and our pre-approval policy.

A summary of the fees of KPMG LLP for the years ended December 31, ~~2018~~2021 and ~~2017~~2020 are set forth below:

2018 Fees

2017 Fees

Audit Fees (1)

$
515,000

$
490,000

Audit-Related Fees (2)

-

12,000

Tax Fees (3)

70,000

125,000

All Other Fees

-

-

Total Fees

$
585,000

$
627,000

	2021 Fees		2020 Fees
Audit Fees (1)	$	633,000	$	570,000
Tax Fees (2)		59,000		78,000
All Other Fees (3)		59,000		20,000
Total Fees	$	729,000	$	668,000

	(1)	Consists of fees and expenses for (a) the annual audits of our consolidated financial statements and the accompanying attestation report regarding our ICFR contained in our ~~2018~~ Annual Report on Form 10-K, (b) the review of quarterly financial information included in our Quarterly Reports on Form 10-Q, and (c) audit services related to mergers and acquisitions.

☒	No fee required.
☐	~~Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.~~
	~~(1)~~	~~Title of each class of securities to which transaction applies:~~
	~~(2)~~	~~Aggregate number of securities to which transaction applies:~~
	~~(3)~~	~~Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):~~
	~~(4)~~	~~Proposed maximum aggregate value of transaction:~~
	~~(5)~~	~~Total fee paid:~~

☐	~~Check box if any part of the fee is offset as provided~~Fee computed on table in exhibit required by Item 25(b) per Exchange Act ~~Rule 0-11(a)(2)~~Rules 14a-6(i)(1) and ~~identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.~~
	~~(1)~~	~~Amount Previously Paid:~~
	~~(2)~~	~~Form, Schedule or Registration Statement No.:~~
	~~(3)~~	~~Filing Party:~~
	~~(4)~~	~~Date Filed:~~

	(2)	~~Consists of fees and expenses for assurance and related services, such as the review of non-periodic filings with the SEC.~~

	~~(3)~~	Consists of fees and expenses for tax compliance and advisory services.

	By Order of the Board of Directors,

	Davinder Singh
	Chief Financial Officer andSecretary