Chapter 8

Figures converted from Canadian dollars at historical FX rates — see data/company.json.fx_rates. Ratios, margins, percentages, share counts and multiples are unitless and unchanged.

A controlled company

CGI is not a widely-held company that happens to have a large shareholder. It is controlled. Serge Godin, who founded the firm in 1976, holds 55.6% of the votes on 11.25% of the equity through Class B shares that carry ten votes each to the Class A share's one [1] [2]. Whoever runs CGI, and however the shares trade, the Godin family decides the outcome of any shareholder vote. That fact conditions everything else in this report: the patient acquisition machine, the buyback pace, the willingness to add leverage in FY2025 — all of it sits downstream of an owner who cannot be outvoted and does not have to answer a quarterly market.

Source: 2025 Management Proxy Circular, control table and share-class voting rights [3] [4]; public-float figures derived as the residual.

The 24,122,758 Class B shares represent 100% of that class and are held entirely by Godin [5]. The structure reaches beyond the equity: the change-of-control clause in CGI's senior notes defines a "Permitted Holder" as Serge Godin, his spouse, children and lineal descendants, and family trusts — so a handover of control within the family does not trip the noteholders' repurchase right, while a transfer of control outside it would [6]. Control is engineered to pass down a bloodline, not to change hands.

Class A holders are not without protection. Each Class A share is a "restricted security," and CGI's constating documents grant subordinate holders coattail rights in the event of a take-over bid for the multiple-voting shares [7]. What they do not have is the votes to direct the company.

What the control has underwritten

For a professional investor, dual-class control is not automatically a mark against a company; it is a variable whose sign depends on what the controller does with it. In CGI's case, the record it has bought is the compounding engine the rest of this report examines: the self-funded Acquisition Math, the decade of free cash flow above net earnings (Earnings Quality), and buybacks run through the cycle. Serge Godin led CGI as CEO from 1976 to 2006 and, as Executive Chairman thereafter, presided over the "Build and Buy" strategy that grew the firm from two consultants to 94,000 [8]. The long-termism the thesis depends on and the concentration of control are, historically, the same fact.

The alignment is real in the one way that matters most: the family's roughly 24.4 million shares are the same instrument public holders own, exposed to the same per-share value — a stake worth on the order of $1.6 billion at the current price (The De-Rating) [9]. An owner with that much of their wealth in the stock has a direct interest in the per-share compounding the thesis is built on, not merely in the size of the enterprise.

The handover now in motion

The reason governance is a live question now, rather than a standing footnote, is that the people who built the machine are handing it over — and in a compressed window. CGI has changed chief executives twice in nineteen months, and reorganised the chair at the same time.

Sources: 2025 Management Proxy Circular, director profiles [10] [11] [12]; CGI leadership page for the May 2026 appointment [13].

George Schindler, the architect of Build-and-Buy, stepped down as CEO in October 2024 and remains on the board; François Boulanger, a 25-year insider who had been CFO and then COO, succeeded him [14]. Nineteen months later, in May 2026, Tim Hurlebaus became President and CEO — the third CEO in the span, again promoted from within [15]. The Q2 FY2026 call, on which management would ordinarily frame such a change, is the one recent transcript this corpus could not recover, so the primary-source detail on the rationale is thinner than the rest of this report; the appointment itself is confirmed on CGI's own leadership disclosure.

The chair change is the more telling structural move. Effective January 29, 2025, Serge Godin, age 76, moved from Executive Chairman to Founder and Co-Chair, with a defined remit to "oversee transformational acquisitions and large-scale engagements" — narrowing his role to the part of the strategy he cares most about [16] [17]. His daughter Julie Godin, who joined in 2009 and had run HR, strategic planning and M&A, became Executive Chair, charged with setting the company's strategic direction and its rolling three-year plan [18]. The shape of the succession is now visible: a professional, long-tenured CEO runs operations; the founder retains the acquisition file and control; and a second-generation family member holds the strategic chair. It is a stewardship handover, not a break — every incoming principal is an insider, which argues for continuity of the capital-allocation discipline the thesis rests on.

Guardrails and flags

The board around the family is genuinely independent and unusually deep in finance. Nine of the thirteen directors (69%) are independent [19], the chair roles being non-independent are balanced by an independent Lead Director in George Cope, former CEO of BCE [20], and the Audit and Risk Management Committee is stocked with former CFOs and a former central-bank governor — Kathy Waller (ex-Coca-Cola CFO) as chair, Alison Reed (ex-Marks & Spencer and Standard Life CFO), Frank Witter (ex-Volkswagen CFO), and Stephen Poloz, former Governor of the Bank of Canada [21]. This is not a captive board.

Two flags sit against that. The first is pay. In FY2025 the highest-paid named executive was not the CEO but Serge Godin, in the Co-Chair role, at $8.83 million against Boulanger's $6.20 million — the bulk of it a share-based award of roughly $7.8 million that has been near-identical for three straight years [22]. He forwent his short-term incentive for the year, which narrowed the gap, but a controlling founder in a chair role out-earning the sitting CEO is a structure that rewards control as much as execution [23].

Source: 2025 Management Proxy Circular, Summary Compensation Table [24].

The second flag is the treatment of minority holders' voice. A shareholder placed a proposal on the 2025 ballot asking CGI to disclose voting results by share class and to open a structured dialogue on executive pay in the multiple-voting-share context. The board recommended a vote against it, noting that CGI holds no say-on-pay advisory vote at all and arguing that direct engagement — including a Shareholder Satisfaction Assessment Program that scored 9 out of 10 in FY2025 among Class A holders — serves the purpose better [25]. The proposal itself is the more useful signal: some minority holders want more transparency than the structure gives them, and the controller is not obliged to provide it.

One quieter dynamic runs beneath the buyback. Repurchases only retire Class A shares — the public float, which fell to 192.2 million by December 2025 from more than 202 million a year earlier — which, on its own, concentrates the family's voting share [26]. Working the other way, a Godin holding company converted 1,422,948 Class B shares into Class A in FY2024, surrendering votes [27]. The net of the two forces has been mild dilution of family voting power — from 56.2% of votes in late 2023 to 55.55% in late 2025 [28]. Control is not tightening; it is holding comfortably above the majority line.

The read

The evidence points to founder control being, on balance, a support for the thesis rather than a threat to it — but a support whose durability is now being tested in real time. The case for it: the same concentrated, patient ownership produced the disciplined self-funding, the through-cycle buybacks and the high-return compounding the report documents, and the succession is being executed through insiders with the family retaining both control and its $1.6 billion economic stake. The strongest fact against it is that minority holders have no binding lever and one just asked, publicly, for more voice and was declined — in a structure where the controlling founder already out-earns the CEO. What would change the read is behaviour after the handover: the FY2025 funding shift (Funding the Buy) showed the capital-allocation trade-offs getting harder, and whether Hurlebaus and Julie Godin hold the same line on price-disciplined buybacks and self-funded M&A — rather than reaching for growth or diluting the return test — is the thing to watch, and it will show up in the numbers before it shows up in any proxy.