|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
Web Real-Time Communication APIs have quickly revolutionized what browsers are capable of. In addition to video and audio streams, we can now bi-directionally send arbitrary data over WebRTC's PeerConnection Data Channels. With the advent of Progressive Web Apps and new hardware APIs such as WebBluetooh and WebUSB, we can finally enable users to stitch together the Internet of Things directly from their browsers while communicating privately and securely in a decentralized way.
Jan. 19, 2017 05:15 PM EST Reads: 3,092
All organizations that did not originate this moment have a pre-existing culture as well as legacy technology and processes that can be more or less amenable to DevOps implementation. That organizational culture is influenced by the personalities and management styles of Executive Management, the wider culture in which the organization is situated, and the personalities of key team members at all levels of the organization. This culture and entrenched interests usually throw a wrench in the work...
Jan. 19, 2017 05:15 PM EST Reads: 1,264
@DevOpsSummit at Cloud taking place June 6-8, 2017, at Javits Center, New York City, is co-located with the 20th International Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The widespread success of cloud computing is driving the DevOps revolution in enterprise IT. Now as never before, development teams must communicate and collaborate in a dynamic, 24/7/365 environment. There is no time to wait for long developm...
Jan. 19, 2017 04:45 PM EST Reads: 3,463
With major technology companies and startups seriously embracing IoT strategies, now is the perfect time to attend @ThingsExpo 2016 in New York. Learn what is going on, contribute to the discussions, and ensure that your enterprise is as "IoT-Ready" as it can be! Internet of @ThingsExpo, taking place June 6-8, 2017, at the Javits Center in New York City, New York, is co-located with 20th Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry p...
Jan. 19, 2017 04:45 PM EST Reads: 3,752
"We're bringing out a new application monitoring system to the DevOps space. It manages large enterprise applications that are distributed throughout a node in many enterprises and we manage them as one collective," explained Kevin Barnes, President of eCube Systems, in this SYS-CON.tv interview at DevOps at 18th Cloud Expo, held June 7-9, 2016, at the Javits Center in New York City, NY.
Jan. 19, 2017 04:15 PM EST Reads: 5,396
In his General Session at 17th Cloud Expo, Bruce Swann, Senior Product Marketing Manager for Adobe Campaign, explored the key ingredients of cross-channel marketing in a digital world. Learn how the Adobe Marketing Cloud can help marketers embrace opportunities for personalized, relevant and real-time customer engagement across offline (direct mail, point of sale, call center) and digital (email, website, SMS, mobile apps, social networks, connected objects).
Jan. 19, 2017 04:00 PM EST Reads: 5,424
SYS-CON Events announced today that Catchpoint, a leading digital experience intelligence company, has been named “Silver Sponsor” of 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. Catchpoint Systems is a leading Digital Performance Analytics company that provides unparalleled insight into your customer-critical services to help you consistently deliver an amazing customer experience. Designed for digital business, C...
Jan. 19, 2017 03:45 PM EST Reads: 1,788
A look across the tech landscape at the disruptive technologies that are increasing in prominence and speculate as to which will be most impactful for communications – namely, AI and Cloud Computing. In his session at 20th Cloud Expo, Curtis Peterson, VP of Operations at RingCentral, will highlight the current challenges of these transformative technologies and share strategies for preparing your organization for these changes. This “view from the top” will outline the latest trends and developm...
Jan. 19, 2017 03:30 PM EST Reads: 1,027
When you focus on a journey from up-close, you look at your own technical and cultural history and how you changed it for the benefit of the customer. This was our starting point: too many integration issues, 13 SWP days and very long cycles. It was evident that in this fast-paced industry we could no longer afford this reality. We needed something that would take us beyond reducing the development lifecycles, CI and Agile methodologies. We made a fundamental difference, even changed our culture...
Jan. 19, 2017 02:15 PM EST Reads: 1,045
@ThingsExpo has been named the ‘Top WebRTC Influencer' by iTrend. iTrend processes millions of conversations, tweets, interactions, news articles, press releases, blog posts - and extract meaning form them and analyzes mobile and desktop software platforms used to communicate, various metadata (such as geo location), and automation tools. In overall placement, @ThingsExpo ranked as the number one ‘WebRTC Influencer' followed by @DevOpsSummit at 55th.
Jan. 19, 2017 02:00 PM EST Reads: 4,774
@DevOpsSummit taking place June 6-8, 2017 at Javits Center, New York City, is co-located with the 20th International Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. @DevOpsSummit at Cloud Expo New York Call for Papers is now open.
Jan. 19, 2017 01:15 PM EST Reads: 3,522
"There's a growing demand from users for things to be faster. When you think about all the transactions or interactions users will have with your product and everything that is between those transactions and interactions - what drives us at Catchpoint Systems is the idea to measure that and to analyze it," explained Leo Vasiliou, Director of Web Performance Engineering at Catchpoint Systems, in this SYS-CON.tv interview at 18th Cloud Expo, held June 7-9, 2016, at the Javits Center in New York Ci...
Jan. 19, 2017 01:15 PM EST Reads: 5,663
The 20th International Cloud Expo has announced that its Call for Papers is open. Cloud Expo, to be held June 6-8, 2017, at the Javits Center in New York City, brings together Cloud Computing, Big Data, Internet of Things, DevOps, Containers, Microservices and WebRTC to one location. With cloud computing driving a higher percentage of enterprise IT budgets every year, it becomes increasingly important to plant your flag in this fast-expanding business opportunity. Submit your speaking proposal ...
Jan. 19, 2017 01:15 PM EST Reads: 5,157
In a recent research, analyst firm IDC found that the average cost of a critical application failure is $500,000 to $1 million per hour and the average total cost of unplanned application downtime is $1.25 billion to $2.5 billion per year for Fortune 1000 companies. In addition to the findings on the cost of the downtime, the research also highlighted best practices for development, testing, application support, infrastructure, and operations teams.
Jan. 19, 2017 01:00 PM EST Reads: 3,766
SYS-CON Events announced today that Dataloop.IO, an innovator in cloud IT-monitoring whose products help organizations save time and money, has been named “Bronze Sponsor” of 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. Dataloop.IO is an emerging software company on the cutting edge of major IT-infrastructure trends including cloud computing and microservices. The company, founded in the UK but now based in San Fran...
Jan. 19, 2017 12:45 PM EST Reads: 2,542