CEO’s payout, workplace relationship spur governance upheaval at Ontario pension plan

Senior executives at CAAT, a $23-billion Ontario pension plan, raised concerns about the approval of an unusually large payout to the plan’s chief executive officer, setting in motion a governance crisis that has resulted in abrupt departures and scrutiny from the provincial regulator, according to sources.

Board chair Don Smith was recently suspended from his position on the board of trustees at the CAAT Pension Plan by the union that appointed him, three sources told The Globe and Mail.

The Globe spoke with eight sources familiar with the matter to understand what caused recent upheaval in CAAT’s senior ranks. The Globe is not identifying the sources because they are not authorized to discuss the matter.

CAAT is a multiemployer pension plan that serves Ontario’s colleges and more than 800 public- and private-sector employers. It has a total of about 125,000 members.

Mr. Smith’s suspension was a reaction to the abrupt departure of three executives from the plan in January, three sources said, amid concerns over decisions approved by the board. Two of the key flashpoints were a $1.6-million vacation payout to chief executive officer Derek Dobson that board leadership approved last year in lieu of vacation time, and a workplace relationship that Mr. Dobson has been having with a CAAT employee that the board sanctioned. Mr. Smith oversaw both of those decisions.

In response to questions from The Globe, Emily Visser, a spokesperson for the Ontario Public Service Employees Union, confirmed in a statement “that we have suspended one trustee from their position, pending an internal investigation,” but did not name the board member.

OPSEU represents staff at many employers that participate in the CAAT plan, and appoints nine trustees to CAAT’s board. OPSEU appointed Mr. Smith.

Ms. Visser said in the statement that the union has been reassured that CAAT is in strong financial health.

CAAT spokesperson Stephen Hewitt also confirmed in a written statement that OPSEU “suspended Don Smith as its nominee,” but said Mr. Smith “remains a trustee.”

OPSEU representatives “have the right to remove him from the board. He currently serves as chair until he is formally removed,” Mr. Hewitt said.

There is sufficient concern about governance at CAAT that the provincial regulator overseeing pension plans, the Financial Services Regulatory Authority of Ontario, is also looking into what transpired at CAAT and whether there was a failure of governance, three sources said.

FSRA is “aware of recent developments at CAAT” but does not comment on its supervisory activities at specific pension plans, spokesperson Russ Courtney said in a statement. He added that the regulator’s mandate “includes promoting good administration of pension plans.”

Mr. Hewitt said CAAT maintains “a regular and ongoing dialogue with FSRA, and this has been the case with respect to the recent leadership changes at the plan.”

Over the course of several months, tensions inside the pension plan’s senior ranks have been building, four sources said. They came to a head in late January when three of CAAT’s top executives – chief investment officer Asif Haque, chief financial officer Mike Dawson and chief pension officer Evan Howard – left the pension plan on Jan. 19.

In an all-staff e-mail the next day, reported by The Globe, Mr. Dobson said they were “leaving the organization on good terms,” but did not provide a reason for their departure. Mr. Dobson also held a hybrid town hall to answer staff questions on Jan. 22, CAAT said.

In his e-mail to staff, Mr. Dobson cited a need for “the right alignment of our executive team.”

In fact, the three executives left the organization after they warned board members they had lost faith in Mr. Dobson’s leadership, three sources said. However, the board stood by Mr. Dobson, and the organization negotiated terms for the three senior leaders to leave CAAT, the sources said.

Mr. Haque, Mr. Howard and Mr. Dawson did not respond to multiple requests for comment.

Mr. Hewitt said in the plan’s statement that decisions on executive departures are a confidential matter between the former employees and CAAT. He added that CAAT’s board “continues to have confidence” in the CEO and his ability to lead the organization.

CAAT was founded in 1967 to serve Ontario’s colleges of applied arts and technology. Under Mr. Dobson, it has expanded rapidly to serve a wider array of employers, with more than $23-billion of assets and $6-billion in funding reserves. The Globe has been a participating employer in CAAT since 2022.

The plan is well funded, with a 124-per-cent funding ratio, meaning it has $1.24 in assets for every dollar it expects to owe in pensions, according to the pension plan’s most recent disclosures. The concerns under investigation do not appear to relate to its investment performance, solvency or ability to pay pensions.

The senior executives who left CAAT approached its board in part to raise concerns about the $1.6-million payout to Mr. Dobson that the board approved in November, to compensate him for unused vacation time, three sources said. The payment was the third such payout that Mr. Dobson has received at CAAT, including a previous payment in 2019, two sources said.

The recent payout has invited scrutiny over whether the board applied enough rigour in approving such a large one-time payment to its CEO.

CAAT’s board “is aware of concerns” about vacation payments made to the CEO, and appointed an independent expert “to conduct a governance review” in 2025, Mr. Hewitt said.

The review covers CAAT’s governance policies, procedures and practices and is in advanced stages, he said.

Unlike most large public-sector pension funds in Canada, CAAT does not disclose compensation details for its most senior executives.

Another source of tension has been the personal relationship Mr. Dobson has been having with another CAAT employee for more than a year.

Mr. Dobson disclosed to CAAT’s board that he “had commenced a consensual relationship with a CAAT employee” in November, 2024, Mr. Hewitt said.

The employee does not report directly to Mr. Dobson, whose “full compliance” with company policies was reviewed by external legal counsel, CAAT said.

“Both the CEO and the employee will continue in their current roles within the organization and CAAT has implemented a number of measures to prevent any perceived conflicts of interest or perceptions of favouritism in light of the relationship,” Mr. Hewitt said.

Those measures include barring the CEO from having input into performance appraisals, compensation decisions or potential promotions, CAAT said.

But internally, sources said, there are still questions about the propriety of the relationship, and whether trustees should have sanctioned it given the CEO’s authority over employees.

There have been other changes to CAAT’s leadership team in recent months. The plan’s chief human resources officer left last June, and its senior vice-president of technology and IT services management as well as its head of policy and government relations departed early this year.