|By Marketwired .||
|June 10, 2014 02:00 AM EDT||
SALEM, NH -- (Marketwired) -- 06/10/14 -- ProPhotonix Limited (PINKSHEETS: STKR) (LSE: PPIX) (LSE: PPIR), a designer and manufacturer of LED illumination systems and laser diode modules with operations in Ireland and the United Kingdom, today announces director share option award and new remuneration policy and incentive plan.
Raymond Oglethorpe, Chairman and Non-Executive Director, provides the following information:
The ProPhotonix Governance, Nomination and Remuneration committee, in conjunction with Abbiss Cadres LLP, has been deliberating how the Company's remuneration policy can support the recovery to profitability and the creation of value for stockholders. The committee believes that an effective remuneration policy, closely linked to the Company's objectives, is a vital part of that recovery. Therefore, the committee has implemented a new equity incentive plan and specific performance criteria associated with option grants for its senior management. This communiqué sets out more information on the new equity incentive plan and the remuneration policy ProPhotonix is implementing for its senior management.
The Company previously granted options under its various option plans including the current 2007 Stock Incentive Plan ("2007 Plan"). The 2007 Plan is now exhausted and without the capacity to provide a meaningful equity incentive to the Company's key individuals or provide the desired level of alignment with stockholder interests. Taking account of the cash constraints on the Company, the committee has concluded that share options remain the best way of incentivising and retaining key individuals to drive improvements in stockholder value over the medium to long term. Accordingly, the committee and board have approved and implemented the 2014 Stock Incentive Plan.
2014 Equity Incentive Plan (Summary)
- A new equity incentive plan to replace the current 2007 Plan that will cease to operate
- 8,200,000 shares reserved for initial award to key senior management
- 2,000,000 shares reserved for awards in the future to new hires and other employees
- 2,000,000 shares (or 5% of the share capital, if less) will become available for equity awards under the Plan in each subsequent year
New remuneration policy for senior management
In order to incentivise the achievement of its objectives, the Company has implemented a new remuneration policy for its senior management with the following elements:
- A one-off substantial performance based option grant to key senior management at market value
- No further grants intended to said senior management through the end of the three-year measurement period
- Cliff vesting on December 31, 2016 at different levels dependent on achievement against the performance target (zero below 50% up to 100% vesting at 90% attainment)
- 10 year option term
The performance measure is the driving factor behind the new policy. As Tim Losik, President and CEO, explained in our 2013 annual report, the key to ProPhotonix's future prosperity will be growth in revenue and attainment of positive cash flow leading to net profits. The committee believes that a performance measure linked to positive cash flow over the performance period is a proper performance metric. Broadly, the target is EBITDA equal to 90% of the term debt and lease principal payments, and all interest payments, which are due during the performance period. Such payments would, on the basis of current obligations, amount to approximately $3.0 million in total. Achievement of this objective will result in full vesting. The committee and board believe that achievement of the objective will result in the creation of significant stockholder value.
The one-off awards of 8,200,000 performance based options granted June 9, 2014 are issued at market value of $0.038 per share. Tim Losik, President and CEO, received 3,500,000 of the awards with the balance of 4,700,000 going to other members of the management team. The amount of option grant takes into account the one-off nature of the grant with no further intended awards to these individuals for the three years of the performance period.
Impact of awards
The maximum potential dilution from all options (including out of the money options of 9.0 million shares June 9, 2014) will increase from 17.3% to 27.1% as result of the one-off award (assuming the performance target is achieved in full). The committee believes the proposed level of grants is both necessary and justifiable, given that vesting fully is dependent on the achievement of targets which, if achieved, should result in the creation of significant stockholder value.
In conclusion, the committee and board considers the new remuneration policy a key part of the Company's path to profitability. By linking the potential rewards under the option grants to the Company's strategy of achieving sustained positive cash flow, the committee believes that it provides a consistent alignment between the senior management team and stockholders.
ProPhotonix Limited, headquartered in Salem, New Hampshire, is an independent designer and manufacturer of diode-based laser modules and LED systems for industry leading OEMs and medical equipment companies. In addition, the Company distributes premium diodes for Oclaro, Osram, QSI, Panasonic, and Sony. The Company serves a wide range of markets including the machine vision, industrial inspection, security, and medical markets. ProPhotonix has offices and subsidiaries in the U.S., Ireland, U.K., and Europe. For more information about ProPhotonix and its innovative products, visit the Company's web site at www.prophotonix.com
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact, including without limitation, those with respect to ProPhotonix's goals, plans and strategies set forth herein are forward-looking statements. The following important factors and uncertainties, among others, could cause actual results to differ materially from those described in these forward-looking statements: uncertainty that cash balances may not be sufficient to allow ProPhotonix to meet all of its business goals; uncertainty that ProPhotonix's new products will gain market acceptance; the risk that delays and unanticipated expenses in developing new products could delay the commercial release of those products and affect revenue estimates; the risk that one of our competitors could develop and bring to market a technology that is superior to those products that we are currently developing; and ProPhotonix's ability to capitalize on its significant research and development efforts by successfully marketing those products that the Company develops. Forward-looking statements represent management's current expectations and are inherently uncertain. ProPhotonix undertakes no duty to update any of these forward-looking statements. All Company, brand, and product names are trademarks or registered trademarks of their respective holders.
This information is provided by RNS
The company news service from the London Stock Exchange
President and CEO
Tel: +1 603 893 8778
Andrew Craig / Ben Wright
Nominated Adviser and Broker
Tel: +44 (0) 207 496 3000
SYS-CON Events announced today that Infranics will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Since 2000, Infranics has developed SysMaster Suite, which is required for the stable and efficient management of ICT infrastructure. The ICT management solution developed and provided by Infranics continues to add intelligence to the ICT infrastructure through the IMC (Infra Management Cycle) based on mathemat...
Mar. 23, 2017 09:30 AM EDT Reads: 2,386
SYS-CON Events announced today that Loom Systems will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Founded in 2015, Loom Systems delivers an advanced AI solution to predict and prevent problems in the digital business. Loom stands alone in the industry as an AI analysis platform requiring no prior math knowledge from operators, leveraging the existing staff to succeed in the digital era. With offices in ...
Mar. 23, 2017 08:59 AM EDT Reads: 254
Virtualization over the past years has become a key strategy for IT to acquire multi-tenancy, increase utilization, develop elasticity and improve security. And virtual machines (VMs) are quickly becoming a main vehicle for developing and deploying applications. The introduction of containers seems to be bringing another and perhaps overlapped solution for achieving the same above-mentioned benefits. Are a container and a virtual machine fundamentally the same or different? And how? Is one techn...
Mar. 23, 2017 08:30 AM EDT Reads: 2,571
SYS-CON Events announced today that SoftLayer, an IBM Company, has been named “Gold Sponsor” of SYS-CON's 18th Cloud Expo, which will take place on June 7-9, 2016, at the Javits Center in New York, New York. SoftLayer, an IBM Company, provides cloud infrastructure as a service from a growing number of data centers and network points of presence around the world. SoftLayer’s customers range from Web startups to global enterprises.
Mar. 23, 2017 08:00 AM EDT Reads: 839
Have you ever noticed how some IT people seem to lead successful, rewarding, and satisfying lives and careers, while others struggle? IT author and speaker Don Crawley uncovered the five principles that successful IT people use to build satisfying lives and careers and he shares them in this fast-paced, thought-provoking webinar. You'll learn the importance of striking a balance with technical skills and people skills, challenge your pre-existing ideas about IT customer service, and gain new in...
Mar. 23, 2017 08:00 AM EDT Reads: 1,971
"I think that everyone recognizes that for IoT to really realize its full potential and value that it is about creating ecosystems and marketplaces and that no single vendor is able to support what is required," explained Esmeralda Swartz, VP, Marketing Enterprise and Cloud at Ericsson, in this SYS-CON.tv interview at @ThingsExpo, held June 7-9, 2016, at the Javits Center in New York City, NY.
Mar. 23, 2017 08:00 AM EDT Reads: 3,643
The buzz continues for cloud, data analytics and the Internet of Things (IoT) and their collective impact across all industries. But a new conversation is emerging - how do companies use industry disruption and technology enablers to lead in markets undergoing change, uncertainty and ambiguity? Organizations of all sizes need to evolve and transform, often under massive pressure, as industry lines blur and merge and traditional business models are assaulted and turned upside down. In this new da...
Mar. 23, 2017 08:00 AM EDT Reads: 3,203
Keeping pace with advancements in software delivery processes and tooling is taxing even for the most proficient organizations. Point tools, platforms, open source and the increasing adoption of private and public cloud services requires strong engineering rigor - all in the face of developer demands to use the tools of choice. As Agile has settled in as a mainstream practice, now DevOps has emerged as the next wave to improve software delivery speed and output. To make DevOps work, organization...
Mar. 23, 2017 07:45 AM EDT Reads: 971
SYS-CON Events announced today that T-Mobile will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. As America's Un-carrier, T-Mobile US, Inc., is redefining the way consumers and businesses buy wireless services through leading product and service innovation. The Company's advanced nationwide 4G LTE network delivers outstanding wireless experiences to 67.4 million customers who are unwilling to compromise on ...
Mar. 23, 2017 06:45 AM EDT Reads: 1,495
What if you could build a web application that could support true web-scale traffic without having to ever provision or manage a single server? Sounds magical, and it is! In his session at 20th Cloud Expo, Chris Munns, Senior Developer Advocate for Serverless Applications at Amazon Web Services, will show how to build a serverless website that scales automatically using services like AWS Lambda, Amazon API Gateway, and Amazon S3. We will review several frameworks that can help you build serverle...
Mar. 23, 2017 05:30 AM EDT Reads: 1,271
Deep learning has been very successful in social sciences and specially areas where there is a lot of data. Trading is another field that can be viewed as social science with a lot of data. With the advent of Deep Learning and Big Data technologies for efficient computation, we are finally able to use the same methods in investment management as we would in face recognition or in making chat-bots. In his session at 20th Cloud Expo, Gaurav Chakravorty, co-founder and Head of Strategy Development ...
Mar. 23, 2017 05:30 AM EDT Reads: 3,056
"Peak 10 is a national cloud data center solutions managed services provider, and part of that is disaster recovery. We see a growing trend in the industry where companies are coming to us looking for assistance in their DR strategy," stated Andrew Cole, Director of Solutions Engineering at Peak 10, in this SYS-CON.tv interview at 18th Cloud Expo, held June 7-9, 2016, at the Javits Center in New York City, NY.
Mar. 23, 2017 05:15 AM EDT Reads: 8,109
Culture is the most important ingredient of DevOps. The challenge for most organizations is defining and communicating a vision of beneficial DevOps culture for their organizations, and then facilitating the changes needed to achieve that. Often this comes down to an ability to provide true leadership. As a CIO, are your direct reports IT managers or are they IT leaders? The hard truth is that many IT managers have risen through the ranks based on their technical skills, not their leadership abi...
Mar. 23, 2017 05:00 AM EDT Reads: 10,521
The essence of cloud computing is that all consumable IT resources are delivered as services. In his session at 15th Cloud Expo, Yung Chou, Technology Evangelist at Microsoft, demonstrated the concepts and implementations of two important cloud computing deliveries: Infrastructure as a Service (IaaS) and Platform as a Service (PaaS). He discussed from business and technical viewpoints what exactly they are, why we care, how they are different and in what ways, and the strategies for IT to transi...
Mar. 23, 2017 05:00 AM EDT Reads: 5,730
Information technology (IT) advances are transforming the way we innovate in business, thereby disrupting the old guard and their predictable status-quo. It’s creating global market turbulence. Industries are converging, and new opportunities and threats are emerging, like never before. So, how are savvy chief information officers (CIOs) leading this transition? Back in 2015, the IBM Institute for Business Value conducted a market study that included the findings from over 1,800 CIO interviews ...
Mar. 23, 2017 04:30 AM EDT Reads: 4,742