Forum Topics PNV PNV CEO's Options

Pinned straw:

Added 2 months ago

Just dug into the 2024 Annual report. In the remuneration report the CEO's options look like this:

On 29 July 2022, PolyNovo granted 5 million shares options in five equal tranches to CEO. Details of the five tranches are set out below. The vesting hurdle for the options is linked to CEO’s length of employment and the PolyNovo volume weighted average market price. The vesting hurdles applied to all 5 tranches are as follows and options only vest when both exercise conditions have been satisfied: Details of the vesting hurdle for the five tranches are as follows:

•Tranche 1: – One Million (1,000,000) Options cannot vest or be exercised until after the one (1) year anniversary of the commencement ofemployment and until such time as shares in PolyNovo have been trading 30 continuous days at 50% greater than the exercise price or above; This Tranche of options must vest before the three (3) year anniversary of the CEO’s employment start date otherwise they expire at that date.

•Tranche 2: One Million (1,000,000) Options cannot vest or be exercised until after the two (2) year anniversary of the commencement of employment and until such time as shares in PolyNovo have been trading 30 continuous days at 75% greater than the exercise price or above. This Tranche of options must vest before the four (4) year anniversary of the CEO’s employment start date otherwise they expire at that date.

•Tranche 3: One Million (1,000,000) Options cannot vest or be exercised until after the three (3) year anniversary of the commencement of employment and until such time as shares in PolyNovo have been trading 30 continuous days at 100% greater than the exercise price or above; This Tranche of options must vest before the five (5) year anniversary of the CEO’s employment start date otherwise they expire at that date.

•Tranche 4: One Million (1,000,000) Options cannot vest or be exercised until after the four (4) year anniversary of the commencement of employment and until such time as shares in PolyNovo have been trading 30 continuous days at 150% greater than the exercise price or above. This Tranche of options must vest before the six (6) year anniversary of the CEO’s employment start date otherwise they expire at that date.; and

•Tranche 5: One Million (1,000,000) Options cannot vest or be exercised until after the five (5) year anniversary of the commencement of employment and until such time as shares in PolyNovo have been trading 30 continuous days at 200% greater than the exercise price or above. This Tranche of options must vest before the seven (7) year anniversary of the CEO’s employment start date otherwise they expire at that date.


Sixty percent (60%) of the shares issued on the exercise of options will be restricted shares subject to rule 9 of the Employee Option Plan until the first anniversary of the date of issue of the shares. Shares issued will be in escrow for twelve months and until that time will be unable to be dealt with.

Whether they have vested or not, the options will be cancelled on the date of termination or cessation of employment.

Accumulated share options expense recognised during the year ended 30 June 2023 was $716,338. Details of the options package are included in the Tables A, B, C and D below.



So to meet the vesting conditions, the share price would need to trade above the following thresholds for 30 continuous days:

Tranche 1: $2.46 (50% above $1.64) (by July 2025)

Tranche 2: $2.87 (75% above $1.64) (by July 2026)

Tranche 3: $3.28 (100% above $1.64) 2027

Tranche 4: $4.10 (150% above $1.64) 2028

Tranche 5: $4.92 (200% above $1.64) 2029


So he has to get the SP to sit for 30 continious days above $2.46 before 29 July 2025 before T1 can be exercised? That is going to be tough!

have I got this right?


Also it is interesting compare his 25% annual growth statement with his options. If we think that $2.00 is a fair value for PNV now....then in four years $4.00 is about right. Which aligns with his options. So mabye he is within his 25% annual growth bounds......untill today.

mikebrisy
Added 2 months ago

@Parko5 Yes, you are correct.

The CEO has little skin in the game beyond this scheme. And it is starting to look like the July 2025 Tranche will lapse, there being no material catalysts I can imagine in the intervening time. (Other than a takeover ... in which case, presumably the whole lot can vest!)

We discussed here some time ago that the scheme created good alignment with shareholders, and (at a time when I had a strong conviction for this business) I was confident that it would act to retain Swami. While I know nothing about his personal circumstances, after over 20 years at J&J in senior positions, you'd think he'd be reasonably well off.

But of course, I've always sensed that he is someone who is very mission-driven. It was his personal initiative to take Novosorb to India. It was never on DW's and the Board's agenda prior to Swami's arrival. (Unless it was, and they didn't tell us, and that's why they hired him!)

During his final years at J&J, Swami was the Global Senior Vice President for Vision Care, which is an important player in the Indian market. So Swami has experience of leading a successful business in India, as well as his business unit leadership in India, South Korea and Indonesia earlier in his J&J career.

So it was with particular concern that I noted his articulation of just how difficult the Indian hospital procurement system is to navigate. This isn't a new learning from him. He already knows this from his experience over two decades. Rather, he was doing this to educate shareholders, and I imagine he has had to run the same script with DW and the Board over recent months.

My question is, did he let them know how difficult it would be before they made the decision over two years ago to parachute in a team of 20, and give it the profile they did? For example, they spent a fair bit of effort deploying their KOL Prof Marcus Wagstaff to India, going to conferences and training surgeons.

I was always sceptical about India. Medical device budgets are a small fration of that in developed markets, although it is true the healthcare system is very bifurcated between the public and private systems. However, a 10% area burns treatment can run north of $50,000 ( in western market terms).

So, India grew by 70-something % to pcp. But it is such a small base that it hasn't been disclosed and hasn't begun to move the not very large dial of RoW. When UK! and Germany were in their early days, the growth rates were well north of 100%!

So why am I going into all this detail?

Well, I think the Indian initiative is very much Swami's, and with slowing overall global growth and a depressed SP, the conversation in the Board could start to turn in another direction about CEO performance.

That's why I think he has been working hard internally to reset the narrative to "25% forever". Because if they can do that with decent margins, then according to my model, you can get back to a $2.50 valuation.So you are right. If he truly can hit that, then both he and PNV shareholders can succeed.

The billion dollar question, is can they sustain c. 25% revenue growth? I don't have an answer, but I am skeptical.

To conclude, the risk is that 1) if financial incentives start to drift out of reach, and 2) India gets permanently bogged down in procurement hurdles (which after all are a mechanism to help control limited resources!) is there a risk that we see a CEO succession (jumps or pushed?)

Idle speculation, but it was you who raised the question of incentives! And it had been going through my mind too.

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Parko5
Added 2 months ago

I feel like I just got him sacked!

From what I remember, Swami was 'retired' when he accepted the PNV CEO role.

So I think what you say could happen.

But the other reason DW hired Swami, was his J&J contacts...and potential acquisition.

I know in the past you have said it is unlikely at this stage (I can't remember the reasoning).....but does this change things (ie growth now looking like it is slower?)

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mikebrisy
Added 2 months ago

The lower the SP goes the more sense it makes! Novosorb would be a great adddition to the portfolio of any of the larger players that have a complementary product offering in hospital dermal care, for all the reasons why it will be hard for $PNV to make it as a single product company.

DW is a deal doer. He's probably frustrated he hasn't been able to pull it off before the revenue growth started to fall off. Maybe he was holding out for too much.

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mikebrisy
Added 2 months ago

@Parko5 I've been going through the $PNV report in further detail today, and I have to correct a comment I made in an earlier post, where I said that the sales in India has not been disclosed. That is incorrect.

The full report on India is:

"Revenue from Indian operations has grown by 73.1% to $544,000. Brand awareness of NovoSorb BTM has risen considerably resulting in significantly increased market share. Progress in securing public tender hospital mandates has been slower than initially expected on account of having to navigate a complex web of individual hospital rate contracts and administrative approvals, but the Company is confident that the fundamentals of its Indian operations remain strong."

So at $0.544m, India was up from $0.314m in 1H FY24.

They started in India in Dec 2022, and in 2H FY23 recruited and trained up the 20-strong workforce. So, 2H FY23 is when they notionally started selling, going from basically $0 in that half to $0.314 in 1H FY24.

I say from basically $0 in 2H FY23, because in the early stages it is about getting the leading surgeons in the field (burns for India, presumably) to start trying the product. And becuase procurement arrangements were not in place, and $PVN wanted the surgeons to try it, they presumably provide the product free.

So now let's look at India in the context of RoW from a 1H perspective:

1H FY23

  • India "$0"
  • RoW $4.5m (+110%)


1H FY24

  • India $0.314m
  • RoW $10.0m (+122.2% ... turbocharged by purchases into conflict areas)


1H FY25

  • India $0.544m (73.1%)
  • RoW $12.9m (+28.6%)


So in its 3rd year of sales, India is achieving 4% of the RoW sales, and growing at 2.5x the rate of RoW overall.

To put this in context, we know ANZ and UKI are each doing somewhere in the region of $3-4m per half.

So, if India sustains 73% annual growth rate, it will take 3 to 4 years to equal one of where ANZ or UKI is today. So, on the face of it, that's underwhelming.

Of course, the adoption might accelerate from this level. This is exactly what happened in the UKI which had a slow start initially, but then saw acceleration after the pandemic when it started getting increasingly applied to complex wounds/ trauma etc. That was because UKI KOLs started presenting about it and publishing their experience.

My reason for setting this out is just to try and understand better what it would take for RoW to step up a gear. (Plus, I can't help myselt try to piece together the various clues, like Inspector Clouseau.)

It doesn't change the overall thrust of everything else I have written, but I now feel I have a better understanding of the facts as regards India, and what it means over the next few years for the Group.

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