Forum Topics AIM AIM Incentive scheme

Pinned straw:

Added 2 months ago

Ai-Media has just announced a new Long-Term Incentive Plan under which CEO Tony Abrahams will receive 1,000,000 Restricted Share Units (RSUs) over five years — 200,000 per year.

To earn them, all he needs to do is not walk away.

That’s it. No performance hurdles, no revenue or profit targets, no share price milestones. Just stick around, and every six months a new batch of RSUs will vest. Once vested, they convert into shares, which are then subject to a 12-month escrow.

I’m all for aligned executives, and those who deliver deserve to be rewarded. But Tony already owns ~35.9 million shares (about 17.2% of the company!) That’s an enormous stake. If alignment is the goal, he’s already there.

He also receives close to $500k per year (including super and leave entitlements). There were no short-term bonuses or equity grants last year, so perhaps this LTIP is meant to fill that gap.

Still, handing out performance-free equity to a founder-CEO with a massive existing stake feels… unnecessary.

Retention matters, but so does accountability. If you’re going to dilute shareholders by another 10 million shares over five years, some clear performance conditions seem like a minimum requirement.

Goldfish
Added 2 months ago

Assuming that today's drop in the share price is largely due to the announcement of this scheme, Mr Abrahams has probably lost more than he stands to gain

Hopefully it teaches him a lesson

28
BigStrawbs70
Added 2 months ago

Devil's Advocate: I guess you could say this is a retention-focused scheme to stop the highly regarded, and in-demand, CEO from leaving. I’ve seen similar setups for key staff in a few organisations I’ve worked with. And sure, if someone underperforms, they can be moved on.

Reality: It’s a tough sell when the person owns around 17.2% of the company. He’s probably not going anywhere, and realistically, the board wouldn’t be in a position to (easily) replace him if he underperforms. It’s hard not to be a bit cynical and see this as the classic ‘snout in the trough’.

36
Schwerms
Added 2 months ago

That stinks, question 1 for the next meeting is how he got that one through.

It would have worked nicely tied to his EBITDA target.

Maybe his presence is simply worth that much, I guess when your have that size ownership already to him a few more shares wouldn't seem like a massive bonus in proportion to his existing holding.

29

mikebrisy
Added 2 months ago

@Schwerms I'd have voted him even more if it was tied to his EBITDA target!

While I agree in principle with the objection clearly articulated by @Strawman I have a slightly different perspective on this. And I'm certainly not walking away from $AIM as a result, because this action doesn't bust my thesis.

First, the recent track record on dilution is pretty good. SOI in 2021 were 209.44M vs. 208.81M at last report (1H FY25). As far as I can see, $AIM has not tended to use share based compensation to date, with none recorded in the 2024 Annual report.

Over 5 years, the total shares for management in this LTIP is 10M, or 5% SOI or 1% SOI p.a.

Now, I know about good practice, but speaking personally, I also know how motivating being given shares that vest each year is on employee performance and sense of connection to the business. I think it is a gap in $AIM's rem. policy that they haven't had that before. Most competitors do.

And while it is good practice and commonplace to have performance criteria on LTI's, and the incentives for achieving the maximum opportunity are often very well aligned with shareholder interests, you can still end up getting diluted a reasonable amount at performance levels which can be unwhelming and, in addition, there is often a "Individual Factor" which is at management's or Board discretion, which is quite opaque.

In conclusion, I am OK with being diluted 1% each year, if it creates a more motivated management and if (even at the margin) it improves retention of key people.

Of course, I'd much prefer that the awards were tied to performance, particularly for the senior leaders. But it is by no means a deal-breaker for me.

If $AIM can get anywhere near their EBITDA target, then the company is going to worth a LOT more than it is today!

39

Karmast
Added 2 months ago

It's clear what you have at play here now, as a part owner of this business.

Hopefully, a Founder who is working really hard and who really thinks he can grow his company. And he certainly thinks it's "his" company. Awarding himself 5% of the current market cap just to stay at his own company is definite proof of this. This is hubris writ large and a sign of a Founder whose judgement is becoming compromised.

It also shows his Board is a wet lettuce leaf and/or asleep at the wheel. When I read the word salad, full of industry jargon, that is Tony's letter in the last Annual Report, it leads me to think his Board are probably equally confused at times when he presents to them or asks for very generous remuneration with no conditions!

I have come across the Head of the Rem Committee elsewhere and don't find this outcome surprising. And the Chair has been there for 15 years. He was the Chair...then stepped back to just a Director (not ideal) and is now the Chair again. Prior to this he was the CEO of Babcock & Brown Communities before Lend Lease took it over when the parent company went under...

The good news is at least you know where you stand. We have seen this movie before and quite a few times recently. It might still work out ok for shareholders but it's akin to playing Russian roulette...play this game often enough and there's one in the chamber with your name on it!

Easy sell decision for me personally and I'll be just fine if it does go on to be a big winner from here.

35

jcmleng
Added 2 months ago

Agree fully @mikebrisy . I completely relate to the comment on the positive impact of shares being granted and vested on personal motivation and engagement. I have also been on the receiving end of RSU's where the company performance hurdles were never crossed, the RSU lapsed, and the whole program became a bit of a joke.

At today's closing of $0.70, the 1st tranche of RSU's will be worth ~$140k to each to Jason and Tony in a year's time. Would imagine that the the full vested amount will be subject to income tax when vested, so only 53% ends up in their pockets, ~$74.2k at today's price. I would argue that they have every incentive to drive AIM to the moon to make those RSU's worth more than the current small change to them, at their salaries, for the next 5 years ... ditto to the other folk who will get the other 80% of the RSU's.

I have no issues adding more handcuffs to Tony for the next 5 years, so long as he doesn't do dumb arse things ala Ellison and White. Ditto to the rest of his management team who will help drive the bus for the next 5 years.

Took the opportunity to top up a bit at $0.67 today when the price dipped after patiently waiting for some months now for it to drop below $0.70.

Discl: Held IRL and in SM

28

Schwerms
Added a month ago

Will said @mikebrisy , @jcmleng . That's a good point that if you can't meet the target for the RSUs they would then become a joke and a demotivator. Also if it's too small a bonus it doesn't work either.

Maybe they should throw in a carrot tied to the targets with them as well

I rewatched that last meeting I'm very interested to see where this goes.

23

Wini
Added a month ago

After sleeping on it, I've come to the view my disappointment with these RSU incentives is Tony's participation. Including RSU's as part of remuneration is generally an expectation for US based tech companies (which AIM has now turned into) so setting it up for some key execs makes sense and probably should have happened a while ago.

But handing the founder free shares to stick around in the company just feels off. He should already be incentivised to stick around and drive towards the long term goals that he set himself.

59

Travisty
Added a month ago

I was also a little disappointed initially with the amount of shares granted and lack of performance metrics tied to the RSU's.

However, having thought about it a little more my thoughts on the company haven't changed. My main focus will be on the companies progression towards it's 5-yr target.

Having said that I will be keeping an eye on;

  1. Management Salary Expense. Is it increasing over and above what's reasonable compared to companies financial position and their 5-yr EBITDA goal?
  2. Are Tony and Jason Selling any shares? Outside of selling for "Tax Obligations", I would hope they continue to hold their shares and in Jason's case, use his own capital to purchase more.


Over the next 5-yrs if the RSU's being granted can compensate those in the LTIP for minimal salary increase, it would benefit the growth in EBITDA, providing a higher chance of getting to their target of $60m. While as shareholders we have to consider the dilution, I would think the growth in EBITDA remaining in line, or close to the target would create a bullish SP which would more than compensate for the dilution.

I also take a lot of comfort in knowing Tony is the original founder of the company and holds 17.5% of shares outstanding, which includes $2.864m dollars worth of AIM shares purchased with his own cash since Nov 2022 (more than twice what his total salary was over that period). I can only see him having 100% alignment with the company and continues to be heavily incentivised towards it's success.

23

lowway
Added a month ago

Seems like the market has offered their opinion since the incentive announcement on 8 May @Travisty.

Share price has gone from $0.72 to currently $0.60!!

I'm sure it will rebound in time, but that's drama an $AIM investor should not have to go through simply because of a poorly thought through incentive scheme....IMHO Of course.


24

OxyBBear
Added a month ago

@lowway Another possible reason for the bigger percentage daily decline over the last few days was the closing of small cap manager Celeste Funds Management. Ron Shamgar of TAMIM (who is bullish on AIM) alerted me to the fact that Celeste was closing and this may result in some stock weakness across small caps but I have no knowledge as to whether Celeste actually owned AIM.

20

mikebrisy
Added a month ago

@lowway and @OxyBBear - it's all just noise as far as I'm concerned. The only thing I do when there are these pullbacks based on zero news is just check I am happy with my allocation. Otherwise, I keep my gaze out to 2028 ,... and the milestones along the way.

Disc: Held in RL and SM

27

lowway
Added a month ago

Yes, or buy more if the thesis works for you @mikebrisy

I'm always happy to jump back in if the price drops to silly margins, even if I'm not a fan of the incentive scheme.

Thanks for the other snippet @OxyBBear always good to know.

20

Travisty
Added a month ago

The recent SP decline could easily be shareholders showing their disapproval of the LTIP @lowway. Or, as @mikebrisy and @OxyBBear mentioned, could be other factors or just general market noise. For those who have more conviction in the company, the recent volatility can be seen as an opportunity instead. Only time will tell if this LTIP has any affect on the LT value of the company.

26
thunderhead
Added 2 months ago

Not a great look, but all will be forgiven if he delivers on his aspirational targets :)

30

lowway
Added 2 months ago

Big let down for me, I'm happy to move on and look for companies with management that work for shareholders before their own self-interests. Voting with my feet and money on this one, but a sure sign of a massive uptake on share price in the next week!!

32