I was just having a look at the latest annual report, mainly to see whether there have been any significant changes to Will's remuneration structure.

Rem reports don’t usually get a lot of scrutiny, but I think it's worth knowing exactly how boards incentivise management -- as Mr Munger was fond of saying, "Show me the incentive, and I'll show you the outcome."

The first thing to note is that he got an 8.3% pay rise to US$650k for the coming year, after it being flat for the prior three years. Not a bad wicket, but not egregious relative to current standards. (According to the Australian Council of Superannuation Investors (ACSI), that's about bang on the average for CEOs in the ASX200–300 range.)

He can earn up to 150% of that (US$975k) if he meets his short-term targets for FY26; specifically:

• 40% weighted on Free Cash Flow (FCF):
• Threshold: US$10 million
• Stretch: US$13 million
• FCF was US$11.4m in FY25, so he just needs to ensure it doesn’t go too far backwards.
• 30% weighted on Management EBITDA:
• Threshold: US$9 million
• Stretch: US$12 million
• This was US$10.8m in FY25.
• 20% weighted on Annualized Contract Value (ACV) Growth:
• Threshold: 10% YoY
• Stretch: 20% YoY
• This was 11.5% in FY25.
• 10% based on personal and strategic goals:
• Qualitative assessment by the board (e.g., leadership, customer success).
• (Never a fan personally of loosely defined qualitative measures.)

Things scale linearly between the threshold and stretch (e.g. if CAT does US$11m in FCF for FY26, that would be one-third through the range, and the FCF component is 40% of the STI pool. So 40% of US$975k = US$390k, and one-third of that is US$130k, the bonus relating to the FCF component).

In prior years, Will’s STI was very loosely defined against vague measures which were subjectively judged by the board. So this is a big improvement, and I think the board is focusing on the sensible things (FCF, EBITDA, and ACV)

If I were being picky, I’d have liked to see "stretchier" stretch goals.

As for the long-term incentives (LTIs), Will will receive up to US$975k annually in shares (specifically performance rights), which will vest as follows:

• ACV Growth:
• 50% vests if Catapult achieves 12% compound annual growth in ACV over three years; 100% vests at 22% CAGR.
• This figure has been 11.5% over the past three years.
• Relative TSR:
• 50% vests if Catapult ranks at the 50th percentile of a SaaS peer group; 100% vests at the 75th percentile or higher.

Again, vesting scales linearly between these points, and each half is assessed independently.

I have an issue with a non-disclosed “peer group.” Objective, absolute return thresholds would have been better, or at least a broadly tracked index benchmark.

I’d have also preferred an EPS target, or at least a management EBITDA per share target.

Anyway, if he achieves all his stretch goals, he’ll get US$2.6m per year. A lot for us mere mortals, but not obscene. And certainly not relative to what US-listed CEOs of similarly sized companies get (which I’m sure is a more pertinent comparison for Will, a US citizen and resident).

Also, if he achieves all of that, shareholders will likely have done very well too.

OK, there's no great insight here, but thought I’d share having looked at it this morning. All up, I think it’s reasonable, and I’m glad they’ve sharpened up the performance metrics. It could be better, but that’s almost always true. And relative to what you see as the established norm, it ranks better than most.