Awesome @mikebrisy appreciate the considered response. I definitely get the same vibe from SR when I listen to him speak. I feel much more comfortable holding knowing the 15million he could earn should he meet those targets

and...

I think i speak for all strawpeople here, but surely @Strawman you need to setup @mikebrisy with some Long Term financial incentives for his posts !!!

JW

HI @west, I've just filed the AR for reading over the coming weeks. So quickly dug it out to have a quick look.

The context for the deal is that it was struck on in July 2022. $PNV shares had come up off their recent lows, and were on a tear spurred by DW's buying, and shorts closing. SP at 29th July was $1.64 at close, if I've read my chart correctly. So it is not uncommon for the exercise price to be the price at date of award. (I'm no rem. specialist but back in the day, mine always were structured that way)

The incentive lies in the hurdles which must be held for at least 30 continuous days (which mitigates spurious announcements, which lead to an outsized SP reactions, but then unwind as the market digests, so that is also good and common practice.)

The incentive is such that in each year the price must exceed the exercise price by an increasing hurdle: 50% (yr 1 or >$2.46) , 75% (yr 2, >$2.87), 100% (yr 3, >$3.28), 150% (yr 4, >$4.10) and 200% (yr 5, >$4.92).

Of course they remain exercisable until the expiry date in the table provided.

Overall, I believe these are a strong incentive for SR to perform. If he held all 5m options for the 5 years and all were in the money with the SP at $4.92, SR stands to make $16.4 million over the period from the LTIs, if I've done my maths right.

His salary of USD450,000 with a 50% STI won't make him rich. The LTI can. (They'll also make DW even richer!!)

I think the Board /(DW) has structured these quite reasonably, as they align with my own view of the potential value of the company, but they are not a walk in the park by any means. My current upside valuation of $3.30 today is worth $4.83 when the final tranche becomes exercisable. You'd expect no less of DW!

Of course, while money is a strong incentive, SR has already had many years at a senior level at J&J, from where he "retired". However, given the upside, in the event that he were to depart early, I think that would send a signal as to his sense of the future prospects of the company. This is why I think the next year is so important.

Having heard SR speak several times, I have a sense, however, that he is strongly motivated by the mission of bringing this technology to developing markets, where the clinical need is greatest (even though the willingness to pay is least).

I believe the incentive package supports an interesting ride over the coming years.