CATSA is an agent Crown corporation with a Board of Directors appointed by the Governor in Council on the recommendation of the Minister of Transport.
Board of Directors
CATSA is governed by an eleven-member Board of Directors. Two directors are nominated by the airline industry and two by the airport industry. All directors are independent of CATSA management. The Board of Directors and its committees generally meet on a quarterly basis, and as required to effectively oversee the corporation’s business. The Board of Directors has a number of ongoing responsibilities, including:
- Establishing CATSA’s strategic direction through various means, including its strategic plan and annual corporate plan, and safeguarding the resources of the corporation by approving annual reports, and capital and operating budgets;
- Approving CATSA’s corporate plan for recommendation to the Minister;
- Ensuring the fulfillment of the corporation’s mandate;
- Monitoring corporate performance;
- Ensuring the principal organizational risks are identified and that appropriate systems and mitigations to manage these risks have been implemented;
- Approving the President and Chief Executive Officer’s (CEO) objectives for the year and evaluating their performance;
- Drafting, amending or repealing corporate by-laws; and
- Reviewing and approving the succession plan for senior management.
During 2023/24, the Board of Directors reviewed and adjusted membership of the committees of the Board of Directors, and adjusted the agendas and structure of its meetings to enhance the focus on strategic issues and Board effectiveness.
Board Remuneration and Meeting Attendance
Directors and the Chairperson are paid an annual retainer and per diem set by the Governor in Council and pursuant to the Financial Administration Act. The retainer for the Chairperson is $10,800; for Directors, it is $5,400. The Chairperson is paid a per diem rate of $420 and Directors are paid a per diem rate of $390 for time spent preparing for and attending meetings, as well as events such as conferences. Board members are reimbursed for expenses related to travel, accommodation and meals while performing their duties; such expenses are disclosed publicly each quarter. Board and committee attendance is based on the number of meetings attended out of the total number of meetings that occurred while the director was a member of the Board and/or committee. In 2023/24, the Board committees met thirteen times and the Board in its entirety met a total of thirteen times.
Committees of the Board of Directors
The Audit Committee assists the Board in fulfilling its oversight responsibilities with respect to financial reporting, financial risk management, climate disclosure, cybersecurity, internal controls, internal and external audits, budgets and any other matter assigned by the Board. The Governance, Human Resources and Pension Committee (GHRP) assists the Board in fulfilling its oversight responsibilities with respect to governance matters, human resources and compensation, management succession plans, policies and processes relating to employee business conduct and ethical behaviour, annual objectives for the President and CEO, management and administration of the employee pension plans and any other matter assigned to it by the Board.
CATSA’s Board of Directors includes members whose terms have expired but remain on the Board in good standing. As of March 31, 2024, CATSA’s Board of Directors included:
| Board Members | Total Remuneration (2023/24) |
Appointment Date |
Mandate Expiry Date |
Board Meetings |
Committee Meetings |
|---|---|---|---|---|---|
| Thao Pham, Board Chairperson | $34,320 | 2023/03/13 | 2028/03/12 | 12 | 13 |
| Melissa Coulson** | $14,955 | Original: 2014/01/30 Reappointment: 2018/02/21 Reappointment amended: 2022/12/16 |
2023/02/21 | 9 | 9 |
| Patricia Anne Kennedy** Appointed as a nominee of the Air Transport Association of Canada |
$16,125 | Original: 2015/03/26 Reappointment: 2018/06/25 |
2021/06/24 | 10 | 12 |
| Sharon Duggan** | $19,245 | 2018/02/21 | 2022/02/21 | 11 | 13 |
| Jean-Philippe Brunet** | $14,370 | 2018/02/21 | 2022/02/21 | 11 | 10 |
| Gilles Lalonde | $16,320 | Original: 2018/02/21 Reappointment: 2021/05/21 |
2025/05/21 | 12 | 11 |
| Diane Trenn Appointed as a nominee of the Canadian Airports Council |
$18,075 | Original: 2018/06/14 Reappointment: 2022/10/28 |
2026/10/28 | 12 | 12 |
| Penny Westman*** | $5,430 | 2019/03/22 | 2023/03/22 | 3 | 3 |
| Rosemary Capparelli Appointed as a nominee of the National Airlines Council of Canada |
$15,150 | 2022/10/28 | 2026/10/28 | 11 | 9 |
| Jennifer Sullivan Appointed as a nominee of the Canadian Airports Council |
$14,565 | 2022/10/28 | 2026/10/28 | 10 | 10 |
* Penny Westman took a leave of absence from the Board of Directors in 2023/24.
** Per the Financial Administration Act, any Director (other than the Chairperson) whose term has expired, may continue in office until a successor is appointed.
Board of Directors Strategic Retreat
In June 2023, the Board of Directors held a strategic retreat with the objective of developing a shared understanding of the key drivers that are expected to shape the business of CATSA in the future. The Board also set specific priorities for the year ahead, including oversight of strategic continuous improvement initiatives aligned with the Minister of Transport’s direction. Transport Canada participated in discussions to shape CATSA’s vision and strategic plan.
CATSA Senior Management Team
In April 2023, Nada Semaan was appointed as CATSA’s President and CEO for a five-year term by Order in Council. As at March 31, 2024, CATSA’s senior management team included:
| Name | Position |
|---|---|
| Neil Parry | Senior Vice-President, Operations |
| Nancy Fitchett | Vice-President, Corporate Affairs and Chief Financial Officer |
| Philippe Johnston | Vice-President, Technology and Chief Technology Officer |
|
Lisa Hamilton |
Vice-President, Corporate Services, General Counsel and Corporate Secretary |
CATSA’s Executive Compensation Structure
Maintaining a competitive total compensation package is key to CATSA’s ability to attract and retain a diverse and qualified workforce. The organization’s total compensation program consists of a base salary, as well as performance incentives, group benefits and pension plan. CATSA’s Board of Directors, through the Governance, Human Resources and Pension Committee, reviews the compensation package regularly to ensure that it is reasonable and is competitive with similar public sector organizations.
Pursuant to subsection 20(2) of the Canadian Air Transport Security Authority Act, the rate of any remuneration paid to the President and CEO is fixed by the Governor in Council by Order in Council (2023-875), wherein the base salary is within the range of $265,700 - $312,500 per annum. In 2023/24, the base salary range for Vice-Presidents was $207,774 to $373,994. CATSA’s Vice-Presidents are also eligible to receive incentive pay in the range of 0 – 30%, depending on their performance.
Annual Public Meeting
CATSA held its Annual Public Meeting by means of an audio-visual presentation, which was posted on its website on July 15, 2024.