Board of Directors

MANDATE:

The members of the Board of Directors (the “Board”) have the duty to supervise the management of the business and affairs of The Descartes Systems Group Inc. (the “Company”). The Board, directly and through its committees, the Chair of the Board and the Lead Director, as applicable, shall provide direction to senior management, generally through the Chief Executive Officer, to pursue the best interests of the Company. In fulfilling its mandate, the Board of Directors, among other matters, is responsible for:

• Reviewing, at the beginning of each fiscal year, the business plan and financial goals of the Company as well as longer term strategic plans prepared and elaborated by Management and, throughout the year, monitoring the achievement of the objectives set;
• Ensuring that it is properly informed, on a timely basis, of all important issues and developments involving the Company and its business environment;
• Ensuring the implementation of appropriate systems or plans to manage the important issues and developments involving the Company;
• Overseeing the Company’s strategic direction; and
• Appointing senior Management and monitoring key executive performance and business results.

Read the full Mandate of the Board of Directors here.

If you wish to contact our Board of Directors directly, you can do so via email at BoardOfDirectors@descartes.com

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Member of the Board of Directors

David I. Beatson, BS, MBA

Since August 2001, Mr. Beatson has been head of Ascent Advisors, LLC, a San Francisco Bay-Area consulting firm focusing on strategic planning and mergers and acquisitions. From December 2006 to October 2012, Mr. Beatson was Chief Executive Officer of GlobalWare Solutions, a full-service provider of e-commerce services along with digital and physical supply chain management solutions with operations in North America, Europe and Asia. From June 2003 to April 2005, Mr. Beatson was President and Chief Executive Officer of North America for Panalpina, Inc., a world-leading global transportation and logistics supplier based in Basel, Switzerland. Previously, Mr. Beatson served as Chairman, President and Chief Executive Officer of Circle International Group, Inc., a global transportation and logistics company, and as President and Chief Executive Officer of US-based air and ocean freight forwarder Emery Worldwide. Mr. Beatson serves as an industry representative member of the Executive Advisory Committee to the National Industrial Transportation League, on the board of directors, chair of the audit committee and member of the compensation committee of PFSweb, Inc. (NASDAQ: PFSW) and on several other corporate and industry boards.

Mr. Beatson joined the Board of Directors of Descartes in 2006.

Mr. Beatson is Chair of the Nominating Committee and a Member of the Compensation Committee.

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Member of the Board of Directors

Deborah Close, BA

From 2010 to 2015, Ms. Close served as President of the Production Services division for Tervita Corporation. Tervita Production Services delivers services to the oil and gas industry through an 800 person employee base and a fleet of specialized heavy equipment. From 2002 to 2010, Ms. Close was the Executive Vice President of DO2 Technologies, a software company providing electronic invoicing to the oil and gas industry. During Ms. Close’s tenure, DO2 grew from a start-up to the leading provider of e-invoicing to oil and gas companies and their suppliers. Prior to DO2, Ms. Close served in a number of Regional Vice President roles in Halliburton Corporation’s software division, Landmark Graphics. She held executive roles in several of Landmark’s largest regions, including VP of Strategic Accounts, Regional VP of North America and Regional VP of Europe and the Former Soviet Union. During Ms. Close’s 12 years at Halliburton, she worked in Canada, the US and Europe. Ms. Close also currently serves as one of three Government of Canada appointees to the Asia Pacific Economic Cooperation (APEC) Business Advisory Council. She also serves as second vice chair on the board of directors of the Petroleum Services Association of Canada. Ms. Close holds a Bachelor of Arts from the University of Calgary.

Ms. Close joined the Board of Directors of Descartes in 2015.

Ms. Close is Chair of the Compensation Committee and a Member of the Audit Committee.

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Chair of the Board of Directors

Eric Demirian, BBM, CGA, CA

Mr. Demirian is a Chartered Professional Accountant, Certified General Accountant and a Chartered Accountant. Since 2003, Mr. Demirian has served as president of Parklea Capital, Inc. (“Parklea”), a boutique financial and strategy advisory firm providing services to small- and mid-market public and private companies, and President of Demicap Inc., a private investment firm. Prior to Mr. Demirian’s position at Parklea, he held the position of Executive Vice President of Group Telecom, Inc. from 2000 to 2003. From 1983 to 2000, Mr. Demirian was with PriceWaterhouseCoopers LLP (“PwC”) where he was a partner and head of the Information and Communications Practice. Mr. Demirian serves on the boards of Enghouse Systems Ltd. (TSX:ESL), Redline Communications Inc. (TSX:RDL), and Imax Corporation (NYSE:IMAX). Mr. Demirian is a former director and chair of the audit committees of a number of public companies, including Menu Foods Income Fund (2005-2010) and Keystone North America Inc. (2007-2010). Mr. Demirian is also a member of the Advisory Council for the Ted Rogers School of Management at Ryerson University (Toronto, Canada).

Mr. Demirian joined the Board of Directors of Descartes in 2011.

Mr. Demirian is Chair of the Board of Directors, a Member of the Audit Committee and a Member of the Corporate Governance Committee.

Mr. Demirian can be contacted directly on matters related to the governance of the Company at BoardOfDirectors@descartes.com

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Member of the Board of Directors

Dennis Maple

Since January 2014, Mr. Maple has been the President of First Student, Inc., a subsidiary of United Kingdom publicly-traded First Group plc. First Group plc is the leading transport operator in the United Kingdom and North America, providing solutions encompassing student bus transportation and public rail. Mr. Maple’s portfolio at First Student includes 57,000 employees focused on providing more than 6 million passenger journeys daily across the U.S. and Canada. Prior to serving as President of First Group, from 2006 to January 2014, Mr. Maple was President of Aramark Education where he had responsibility for more than 15,000 employees serving more than 4,500 U.S. schools with food preparation, facilities management and related services. Prior to his role as President of Aramark Education, from 2003 to 2006, Mr. Maple held senior executive management positions at Aramark. Prior to serving in an executive role at Aramark, from 1994 to 2003, Mr. Maple served as an Area Vice President at Coors Brewing and in several other management roles. Prior to 1994, Mr. Maple held roles at Kraft-General Foods, PepsiCola and The Quaker Oats Company. Mr. Maple has a Bachelor of Science, Business Administration, Accounting from the University of Tennessee. Mr. Maple has served on numerous charitable and community-based boards and has been an active participant in organizations supporting primary and secondary schools and communities across North America.

Mr. Maple joined the Board of Directors in 2017.

Mr. Maple is a Member of the Compensation Committee and Nominating Committee

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Member of the Board of Directors

Jane O’Hagan, BA (Hons.)

Jane O’Hagan is a corporate director with over 20 years experience in the transportation and logistics sectors. From 2010 until 2014, Ms. O’Hagan was the Executive Vice President and Chief Marketing Officer of Canadian Pacific Railway Limited (“CP Rail”). Ms. O’Hagan also held various roles at CP including Senior Vice President, Strategy and Yield, Vice President, Strategy and External Affairs and Assistant Vice President, Strategy and Research. Ms. O’Hagan also serves as a director of USD Partners GP LCC, the general partner of USD Partners LP (NYSE:USDP), an acquirer, developer and operator of energy-related rail terminals and other complementary mid-stream assets since October 2014. Ms. O’Hagan serves as the Chair of the USD Partners GP LLC board’s conflicts committee and as a member of the audit committee. In 2018, Ms. O’Hagan joined the board of Pinnacle Renewable Holdings, a supplier of industrial wood pellets (TSX:PL) based in Richmond, BC and serves as a member of the audit and risk committees. Ms. O’Hagan has a Bachelor of Arts (Hons.) and a Bachelor of Administrative and Commercial Studies from the University of Western Ontario (London, Ontario, Canada) and has completed graduate studies in Program and Policy Studies from the University of Western Ontario. In December, 2012, Ms. O’Hagan was named one of Canada’s Top 100 Most Powerful Women by the Women’s Executive Network. Ms. O’Hagan is also a holder of the ICD.D designation from the Institute of Corporate Directors, which she achieved in June 2016 and earned the CERT Certificate in Cyber Risk Oversight issued by Carnegie Mellon University and the National Association of Corporate Directors in February 2018.

Ms. O’Hagan joined the Board of Directors of Descartes in 2014.

Ms. O’Hagan is Chair of the Corporate Governance Committee and a Member of the Compensation Committee and the Nominating Committee.

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Member of the Board of Directors

Edward J. Ryan, BA

Mr. Ryan is Descartes’ Chief Executive Officer, having been appointed to that position in November 2013. Since 2000, Mr. Ryan has occupied various senior management positions within Descartes, with particular focus on the Corporation’s network and recurring business. Prior to his appointment as Chief Executive Officer, Mr. Ryan served as the Corporation’s Chief Commercial Officer (June 2011 - November 2013), Executive Vice President, Global Field Operations (July 2007 - June 2011), General Manager, Global Logistics Network (June 2004 – July 2007) and Vice President, Sales (February 2000 – June 2004). Mr. Ryan first joined Descartes in February 2000 in connection with the Corporation’s acquisition of E-Transport Incorporated. Mr. Ryan has a Bachelor of Arts from Franklin and Marshall College in Lancaster, Pennsylvania, U.S.A.

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Member of the Board of Directors

John. J. Walker, BSc, CPA

Mr. Walker has 37 years overall financial and executive management experience including 21 years of experience as a Chief Financial Officer with both public and private companies. Most recently, he served as Chief Financial Officer, and Senior Vice President of Bowne & Company, a New York Stock Exchange-listed provider of services to help companies produce and manage their shareholder, investor and marketing & business communications, from 2006 until its acquisition by R.R. Donnelley & Sons in 2010. Prior to Bowne & Company, from 1988 to 2006, Mr. Walker was an executive with Loews Cineplex Entertainment Corporation, a motion picture theatre exhibition chain, including sixteen years as Chief Financial Officer. Prior thereto, Mr. Walker served for six years as Controller and Principal Accounting Officer of Corporate Property Investors, then one of the largest real estate investment trusts in the United States. Mr. Walker also served for six years as Treasurer and Assistant Corporate Controller of Princess Hotels International a company involved in the ownership and operation of luxury resort hotels, real estate and timesharing developments. Mr. Walker started his career in the New York office of then-Price Waterhouse. Mr. Walker is a member of the American Institute of Certified Public Accountants and the New York State Society of CPAs.

Mr. Walker joined the Board of Directors of Descartes in 2011.

Mr. Walker is Chair of the Audit Committee and is a member of the Nominating Committee and Corporate Governance Committee.

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