OSC’s new board chair was highest paid part-time commissioner last year

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Heather Zordel, whose appointment this year as chair of the Ontario Securities Commission prompted two high-profile resignations and an outcry from some investor protection advocates, was the regulator’s highest paid part-time commissioner last year despite not actively serving as a member of the board during that period.

Ms. Zordel was paid nearly $243,000 in the OSC’s most recent fiscal year – April 1, 2021, to March 31, 2022, according to the regulator’s recently released annual report. The next highest paid part-time commissioner made $133,500.

Ms. Zordel had been a part-time OSC commissioner from February, 2019, to February, 2021, but left the organization after a majority of her peers recommended against her reappointment. Although she stepped down, she was involved in researching and writing decisions in two enforcement matters – an insider trading case and an alleged mortgage investment fraud – where she had been an adjudicator. In both cases, she wrote dissents – one of which, at 88 pages, was longer than the majority decision – that differed from the findings of her panelist peers.

The hours she spent working on those two dissents appears to account for nearly all of her pay in the OSC’s last fiscal year. The OSC’s annual report breaks down part-time commissioners’ pay by activities, and the regulator has attributed $241,678 of Ms. Zordel’s total compensation to her work on tribunals. Tribunal work includes activities such as attending hearings, deliberations and decision writing.

By way of comparison, the insider trading case that Ms. Zordel adjudicated, which is known as Kitmitto, was also heard by two of her part-time commissioner peers, M. Cecilia Williams and Craig Hayman. Ms. Williams, a lawyer and former chief compliance officer at Scotiabank, was paid nearly $73,000 for her tribunal work in 2021-2022, and that work included enforcement matters other than Kitmitto. Mr. Hayman, a retired partner at Edward Jones and one of the two part-time commissioners who resigned in protest against Ms. Zordel’s appointment, was paid $38,000 for his tribunal work.

During the period when Ms. Zordel submitted her billings, the OSC paid part-time commissioners on a per diem basis, or a daily rate. The guidelines at the time, which have since changed, state that the maximum a part-time commissioner can charge over a 24-hour period is $1,500.

In an e-mailed statement, Soma Ray-Ellis, a lawyer for Ms. Zordel, said: “Ms. Zordel’s compensation was approved by the Ontario Securities Commission.”

Ms. Zordel also responded to questions about her compensation in May, when The Globe and Mail first inquired about her pay. The Ontario government’s annual public sector salary disclosure for the calendar year 2021 – a year in which Ms. Zordel was a part-time commissioner for six weeks – showed that she made $186,000. That was also higher than any other part-time commissioner.

In an e-mail at that time, Ms. Zordel said: “The fact is that I worked every hour that I billed and many that I did not bill on behalf of the OSC.”

When asked about Ms. Zordel’s 2021-2022 remuneration, Carolyn Shaw-Rimmington, the OSC’s director of communications, said in an e-mailed statement on Wednesday: “Adjudicative matters can vary in complexity and there are a number of factors that affect the amount of time an adjudicator spends on any particular matter.”

When the Progressive Conservative government of Premier Doug Ford appointed Ms. Zordel as the chair of the revamped OSC in March, the move was heralded by some as a signal that the regulator would prioritize capital formation. Ms. Zordel, a former partner at Gardiner Roberts LLP, has spent most of her legal career advising entrepreneurs who run junior mining and energy companies, as well as growth-focused technology companies and private businesses.

Investor protection advocates, however, expressed concern about some of the views she espoused in her dissents.

There was also discontent within the OSC. In addition to the resignation of Mr. Hayman, Lorie Haber, then the lead director of the OSC, also resigned in protest after Ms. Zordel’s appointment.

Mr. Haber had been part of a group that was set to serve on the Capital Markets Tribunal, an adjudicative wing created as part of the Ford government’s structural changes at the regulator. But on March 10, the day after Mr. Haber learned of Ms. Zordel’s appointment, he resigned in a letter to the OSC’s chief executive officer, Grant Vingoe: “In light of yesterday’s disturbing development, I no longer have the appetite to serve on the tribunal for any material period of time or serve the commission in any other capacity.”

Mr. Vingoe, who served in dual roles as chair and CEO of the OSC during the organization’s most recent fiscal year, was paid $703,000.