Filed by the Registrant
|
| |
☒
|
Filed by a Party other than the Registrant
|
| |
☐
|
☐
|
| |
Preliminary Proxy Statement
|
☐
|
| |
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
☒
|
| |
Definitive Proxy Statement
|
☐
|
| |
Definitive Additional Materials
|
☐
|
| |
Soliciting Material under §240.14a-12
|
(1)
|
To elect the two director nominees named in the Proxy Statement to serve until the 2024 Annual Meeting of Stockholders or until their successors are duly elected and qualified (“Proposal 1”);
|
(2)
|
To ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending June 30, 2022 (“Proposal 2”);
|
(3)
|
To issue stock options to Mr. Keith Phillips under the Company’s Stock Plan (“Proposal 3”);
|
(4)
|
To issue restricted stock units to the directors of the Company under the Company’s Stock Plan (“Proposals 4-9”); and
|
(5)
|
To transact any other matters that may properly come before the Annual Meeting or any adjournments or postponements thereof.
|
By Order of the Board of Directors,
|
| ||
|
| |
|
/s/ Keith Phillips
|
| |
|
Keith Phillips
President and Chief Executive Officer
|
| |
|
|
| |
|
Belmont, North Carolina
November 30, 2021
|
| |
|
|
| |
Page
|
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| |
(1)
|
Election of the two director nominees named in this Proxy Statement to serve until the 2024 Annual Meeting of Stockholders or until their successors are duly elected and qualified (“Proposal 1”);
|
(2)
|
Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending June 30, 2022 (“Proposal 2”);
|
(3)
|
That for the purposes of ASX Listing Rule 10.14 and for all other purposes, stockholders approve the issuance of 10,786 stock options to Mr. Keith Phillips and/or his nominee under the Company’s Stock Plan (“Proposal 3”);
|
(4)
|
That for the purposes of ASX Listing Rule 10.14 and for all other purposes, stockholders approve the issuance of 5,344 restricted stock units to Mr. Keith Phillips and/or his nominee under the Company’s Stock Plan (“Proposal 4”);
|
(5)
|
That for the purposes of ASX Listing Rule 10.14 and for all other purposes, stockholders approve the issuance of 1,796 restricted stock units to Mr. Jeff Armstrong and/or his nominee under the Company’s Stock Plan (“Proposal 5”);
|
(6)
|
That for the purposes of ASX Listing Rule 10.14 and for all other purposes, stockholders approve the issuance of 1,197 restricted stock units to Mr. Jorge Beristain and/or his nominee under the Company’s Stock Plan (“Proposal 6”);
|
(7)
|
That for the purposes of ASX Listing Rule 10.14 and for all other purposes, stockholders approve the issuance of 1,197 restricted stock units to Mr. Todd Hannigan and/or his nominee under the Company’s Stock Plan (“Proposal 7”);
|
(8)
|
That for the purposes of ASX Listing Rule 10.14 and for all other purposes, stockholders approve the issuance of 1,197 restricted stock units to Mr. Claude Demby and/or his nominee under the Company’s Stock Plan (“Proposal 8”); and
|
(9)
|
That for the purposes of ASX Listing Rule 10.14 and for all other purposes, stockholders approve the issuance of 1,197 restricted stock units to Ms. Susan Jones and/or her nominee under the Company’s Stock Plan (“Proposal 9”).
|
(a)
|
a person as proxy or attorney for a person who is entitled to vote on the proposal, in accordance with directions given to the proxy or attorney to vote on the proposal that way; or
|
(b)
|
the Chairman of the Meeting as proxy or attorney for a person who is entitled to vote on the proposal, in accordance with a direction given to the Chairman to vote on the proposal as the Chairman decides; or
|
(c)
|
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
|
(i)
|
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the proposal; and
|
(ii)
|
the holder votes on the proposal in accordance with directions given by the beneficiary to the holder to vote in that way.
|
(1)
|
Instruct CDN to vote the shares underlying your CDIs pursuant to your instructions in the CDI Voting Instruction Form;
|
(2)
|
Inform the Company that you wish to nominate yourself or another person to be appointed as CDN’s proxy with respect to the shares underlying your CDIs for the purposes of voting at the Annual Meeting by completing the CDI Voting Instruction Form; or
|
(3)
|
Convert your CDIs into shares and voting these at the Annual Meeting. The conversion must be done prior to the Record Date. Please contact Computershare Investor Services Pty Ltd for further information in relation to the conversion process.
|
(1)
|
You may complete and submit a new proxy card, but it must bear a later date than the original proxy card;
|
(2)
|
You may submit new proxy instructions via telephone or the Internet; or
|
(3)
|
You may vote by attending the Annual Meeting virtually. However, your virtual attendance at the Annual Meeting will not, by itself, revoke your proxy.
|
Name
|
| |
Class
|
| |
Age
(as of November 30)
|
| |
Position
|
Keith Phillips
|
| |
I
|
| |
61
|
| |
President and Chief Executive Officer
|
Jeff Armstrong(2)
|
| |
III
|
| |
56
|
| |
Chairman of the Board
|
Jorge Beristain(1)(3)
|
| |
II
|
| |
52
|
| |
Director
|
Claude Demby(1)(3)
|
| |
II
|
| |
57
|
| |
Director
|
Todd Hannigan(1)(2)
|
| |
I
|
| |
49
|
| |
Director
|
Susan Jones(2)(3)
|
| |
III
|
| |
52
|
| |
Director
|
(1)
|
Member of the Audit Committee
|
(2)
|
Member of the Compensation Committee
|
(3)
|
Member of the Nominating and Corporate Governance Committee
|
|
| |
Fiscal 2021
|
| |
Fiscal 2020
|
|||
Fee Category
|
| |
Deloitte
|
| |
Deloitte Touche
Tohmatsu
|
| |
Deloitte Touche
Tohmatsu
|
Audit Fees(1)
|
| |
$100,000
|
| |
$426,627
|
| |
$222,738
|
Audit-Related Fees
|
| |
—
|
| |
—
|
| |
—
|
Tax Fees
|
| |
—
|
| |
—
|
| |
—
|
All Other Fees
|
| |
—
|
| |
—
|
| |
—
|
Total Fees
|
| |
$100,000
|
| |
$426,627
|
| |
$222,738
|
(1)
|
Total fees billed by Deloitte for professional services for the audit of our consolidated financial statements for the years ended June 30, 2021 and 2020.
|
(1)
|
a director of the company;
|
(2)
|
an associate of a director of the company; or
|
(3)
|
a person whose relationship with the company or a person referred to in ASX Listing Rule 10.14.1 or 10.14.2 is such that, in ASX’s opinion, the acquisition should be approved by its shareholders, unless it obtains the approval of its shareholders.
|
(1)
|
The stock options will be granted to Mr. Keith Phillips and/or his nominee.
|
(2)
|
Mr. Keith Phillips falls within ASX Listing Rule 10.14.1 – Mr. Keith Phillips is a related party of the Company because he is a Director.
|
(3)
|
The maximum number of stock options that may be issued to Mr. Keith Phillips and/or his nominee is 10,786.
|
(4)
|
Details of the current remuneration packages for Mr. Keith Phillips (not including the stock options to be issued under Proposal 3 and the RSUs under Proposal 4) include:
|
Director
|
| |
Salary
($)
|
| |
Stock
Awards
($)
|
| |
Option
Awards
($)
|
| |
Non-Equity
Incentive Plan
Compensation
($)
|
| |
All Other
Compensation
($)
|
| |
Total
($)
|
Keith Phillips
|
| |
281,250
|
| |
327,640
|
| |
523,266
|
| |
172,500
|
| |
63,511
|
| |
1,368,167
|
(5)
|
There have not been any securities issued under the Stock Plan to Mr. Keith Phillips.
|
(6)
|
The material terms of the stock options are:
|
a.
|
the stock options have an exercise price of $65.00 and an expiry date that is 10 years from the date of grant; and
|
b.
|
a summary of the stock option terms and conditions are set out in Schedule 2.
|
(7)
|
The Company proposes to issue the stock options to Mr. Keith Phillips (and/or his nominees) as part of his incentive arrangements.
|
(8)
|
Assuming all of the stock options are exercised, the stock options have a value of $300,068.00, based on a stock price of $65.00. The table below shows the value of the stock options under different vesting scenarios:
|
No. of stock options vested
|
| |
25%
|
| |
50%
|
| |
75%
|
| |
100%
|
Value of stock options ($)
|
| |
$75,017.00
|
| |
$150,034.00
|
| |
$225,051.00
|
| |
$300,068.00
|
(9)
|
The Company will issue the stock options to Mr. Keith Phillips (and/or his nominees) as soon as reasonably practicable after the Annual Meeting, and in any event within three years after the Annual Meeting.
|
(10)
|
The stock options will be granted for nil cash consideration, accordingly, no funds will be raised.
|
(11)
|
The Company has established the Stock Plan, which may be inspected at the registered office of the Company during normal business hours. A summary of the terms of the Stock Plan is set out in Schedule 1.
|
(12)
|
No loan is made in relation to the issuance of the stock options to Mr. Keith Phillips (and/or his nominees).
|
(13)
|
Details of any securities issued under the Stock Plan will be published in each annual report relating to a period in which securities have been issued under the Stock Plan, with a statement that approval for the issuance of the securities was obtained under ASX Listing Rule 10.14.
|
(14)
|
Any additional persons (to whom ASX Listing Rule 10.14 applies) who become entitled to participate in the Stock Plan after approval of Proposal 3 and who are not named in this Proxy Statement, will not participate until approval is obtained under ASX Listing Rule 10.14.
|
(15)
|
A voting exclusion statement in relation to Proposal 3 is included in the Proxy Statement.
|
(1)
|
5,344 RSUs to Mr. Keith Phillips and/or his nominee (Proposal 4);
|
(2)
|
1,796 RSUs to Mr. Jeff Armstrong and/or his nominee (Proposal 5);
|
(3)
|
1,197 RSUs to Mr. Jorge Beristain and/or his nominee (Proposal 6);
|
(4)
|
1,197 RSUs to Mr. Todd Hannigan and/or his nominee (Proposal 7);
|
(5)
|
1,197 RSUs to Mr. Claude Demby and/or his nominee (Proposal 8); and
|
(6)
|
1,197 RSUs to Ms. Susan Jones and/or her nominee (Proposal 9).
|
|
Tranche
|
| |
Number of RSUs
|
| |
Vesting Date
|
|
|
1
|
| |
One-third of RSUs granted
|
| |
December 31, 2021
|
|
|
2
|
| |
One-third of RSUs granted
|
| |
December 31, 2022
|
|
|
3
|
| |
One-third of RSUs granted
|
| |
December 31, 2023
|
|
(1)
|
a director of the company;
|
(2)
|
an associate of a director of the company; or;
|
(3)
|
a person whose relationship with the company or a person referred to in ASX Listing Rule 10.14.1 or 10.14.2 is such that, in ASX’s opinion, the acquisition should be approved by its shareholders, unless it obtains the approval of its shareholders.
|
(1)
|
The RSUs will be granted to:
|
a.
|
Mr. Keith Phillips and/or his nominee (Proposal 4);
|
b.
|
Mr. Jeff Armstrong and/or his nominee (Proposal 5);
|
c.
|
Mr. Jorge Beristain and/or his nominee (Proposal 6);
|
d.
|
Mr. Todd Hannigan and/or his nominee (Proposal 7);
|
e.
|
Mr. Claude Demby and/or his nominee (Proposal 8); and
|
f.
|
Ms. Susan Jones and/or her nominee (Proposal 9).
|
(2)
|
Messrs. Keith Phillips, Jeff Armstrong, Jorge Beristain, Todd Hannigan, Claude Demby and Ms. Susan Jones fall within ASX Listing Rule 10.14.1 – Messrs. Keith Phillips, Jeff Armstrong, Jorge Beristain, Todd Hannigan, Claude Demby and Ms. Susan Jones are related parties of the Company because they are Directors.
|
(3)
|
The maximum number of RSUs that may be issued to:
|
a.
|
Mr. Keith Phillips and/or his nominee is 5,344;
|
b.
|
Mr. Jeff Armstrong and/or his nominee is 1,796;
|
c.
|
Mr. Jorge Beristain and/or his nominee is 1,197;
|
d.
|
Mr. Todd Hannigan and/or his nominee is 1,197;
|
e.
|
Mr. Claude Demby and/or his nominee is 1,197; and
|
f.
|
Ms. Susan Jones and/or her nominee is 1,197.
|
(4)
|
Details of the current remuneration packages for each of the directors (not including the stock options to be issued under Proposal 3 and the RSUs under Proposal 4) include:
|
Director
|
| |
Salary
($)
|
| |
Stock
Awards
($)
|
| |
Option
Awards
($)
|
| |
Non-Equity
Incentive Plan
Compensation
($)
|
| |
All Other
Compensation
($)
|
| |
Total
($)
|
Keith Phillips
|
| |
281,250
|
| |
327,640
|
| |
523,266
|
| |
172,500
|
| |
63,511
|
| |
1,368,167
|
Jeff Armstrong
|
| |
30,000
|
| |
105,000
|
| |
Nil
|
| |
Nil
|
| |
Nil
|
| |
135,000
|
Jorge Beristain
|
| |
40,000
|
| |
Nil
|
| |
Nil
|
| |
Nil
|
| |
Nil
|
| |
40,000
|
Todd Hannigan
|
| |
30,000
|
| |
Nil
|
| |
Nil
|
| |
Nil
|
| |
Nil
|
| |
30,000
|
Claude Demby
|
| |
67,500
|
| |
Nil
|
| |
Nil
|
| |
Nil
|
| |
Nil
|
| |
67,500
|
Susan Jones
|
| |
60,000
|
| |
Nil
|
| |
Nil
|
| |
Nil
|
| |
Nil
|
| |
60,000
|
(5)
|
There have not been any securities issued under the Stock Plan to Messrs. Keith Phillips, Jeff Armstrong, Jorge Beristain, Todd Hannigan, Claude Demby and Ms. Susan Jones.
|
(6)
|
The material terms of the RSUs are:
|
a.
|
one-third of the RSUs shall vest on December 31, 2021, December 31, 2022 and December 31, 2023; and
|
b.
|
a summary of the RSU terms and conditions are set out in Schedule 3.
|
(7)
|
The Company proposes to issue the RSUs to Messrs. Keith Phillips, Jeff Armstrong, Jorge Beristain, Todd Hannigan, Claude Demby and Ms. Susan Jones (and/or their nominees) as part of their incentive arrangements.
|
(8)
|
Based on a stock price of $62.61 (closing price on Nasdaq on October 27, 2021), the table below shows the value of the RSUs under different vesting scenarios:
|
Director
|
| |
1/3 vest
|
| |
2/3 vest
|
| |
3/3 vest
|
| |
Total
|
Keith Phillips
|
| |
$111,529
|
| |
$111,529
|
| |
$111,529
|
| |
$334,588
|
Jeff Armstrong
|
| |
$37,483
|
| |
$37,483
|
| |
$37,483
|
| |
$112,448
|
Jorge Beristain
|
| |
$24,981
|
| |
$24,981
|
| |
$24,981
|
| |
$74,944
|
Todd Hannigan
|
| |
$24,981
|
| |
$24,981
|
| |
$24,981
|
| |
$74,944
|
Claude Demby
|
| |
$24,981
|
| |
$23,166
|
| |
$23,166
|
| |
$69,497
|
Susan Jones
|
| |
$24,981
|
| |
$23,166
|
| |
$23,166
|
| |
$69,497
|
(9)
|
The Company will issue the RSUs to Messrs. Keith Phillips, Jeff Armstrong, Jorge Beristain, Todd Hannigan, Claude Demby and Ms. Susan Jones (and/or their nominees) as soon as reasonably practicable after the Annual Meeting, and in any event within three years after the Annual Meeting.
|
(10)
|
The RSUs will be granted for nil cash consideration, accordingly, no funds will be raised.
|
(11)
|
The Company has established the Stock Plan, which may be inspected at the registered office of the Company during normal business hours. A summary of the terms of the Stock Plan is set out in Schedule 1.
|
(12)
|
No loan is made in relation to the issuance of the RSUs to Messrs. Keith Phillips, Jeff Armstrong, Jorge Beristain, Todd Hannigan, Claude Demby and Ms. Susan Jones (and/or their nominees).
|
(13)
|
Details of any securities issued under the Stock Plan will be published in each annual report relating to a period in which securities have been issued under the Stock Plan, with a statement that approval for the issuance of the securities was obtained under ASX Listing Rule 10.14.
|
(14)
|
Any additional persons (to whom ASX Listing Rule 10.14 applies) who become entitled to participate in the Stock Plan after approval of Proposals 4-9 and who are not named in this Proxy Statement, will not participate until approval is obtained under ASX Listing Rule 10.14.
|
(15)
|
A voting exclusion statement in relation to Proposals 4-9 is included in the Proxy Statement.
|
Name
|
| |
Audit
Committee
|
| |
Compensation
Committee
|
| |
Nominating & Corporate
Governance Committee
|
Keith Phillips
|
| |
|
| |
|
| |
|
Jeff Armstrong
|
| |
|
| |
Chair
|
| |
|
Jorge Beristain
|
| |
Chair
|
| |
|
| |
X
|
Claude Demby
|
| |
X
|
| |
|
| |
Chair
|
Todd Hannigan
|
| |
X
|
| |
X
|
| |
|
Susan Jones
|
| |
|
| |
X
|
| |
X
|
# of Meetings in Fiscal 2021
|
| |
2
|
| |
3
|
| |
2
|
•
|
oversee the Company’s overall compensation philosophy, policies and programs, and assess whether the Company’s compensation philosophy establishes appropriate incentives for management and employees;
|
•
|
review and approve corporate goals and objectives relevant to the compensation of the Chief Executive Officer, evaluate the Chief Executive Officer’s performance in light of those goals and objectives, approve the grant of equity awards to the Chief Executive Officer and recommend to the Board the Chief Executive Officer’s compensation level based on this evaluation;
|
•
|
oversee the evaluation of other executive officers and approve the grant of equity awards to other executive officers, and set the compensation of other executive officers based upon the recommendation of the Chief Executive Officer;
|
•
|
administer and make recommendations to the Board with respect to the Company’s incentive compensation and equity-based compensation plans that are subject to the Board’s approval;
|
•
|
review and approve the design of other benefit plans pertaining to executive officers;
|
•
|
approve, amend or modify the terms of other compensation and benefit plans as appropriate;
|
•
|
review and recommend to the Board employment and severance arrangements for executive officers, including employment agreements and change-in-control provisions, plans or agreements;
|
•
|
review and discuss with management the Company’s Compensation Discussion and Analysis (“CD&A”) and related disclosures to the extent that the rules and regulations of the SEC require they be included in the Company’s annual report and proxy statement, recommend to the Board, based on its review and discussions, whether the CD&A should be included in the annual report and proxy statement, and oversee preparation of the Committee report to the extent required by the rules and regulations of the SEC for inclusion in the Company’s annual report and proxy statement;
|
•
|
periodically review the form and amount of compensation paid to directors for their service on the Board and its committees and recommend changes in compensation to the Board as appropriate;
|
•
|
oversee succession planning for positions held by executive officers, and review succession planning and management development at least annually with the Board, including recommendations and evaluations of potential successors to fill such positions;
|
•
|
oversee the assessment of the risks related to the Company’s compensation policies and programs applicable to officers and employees, and review the results of this assessment;
|
•
|
at least annually, assess whether the work of compensation consultants involved in determining or recommending executive or director compensation has raised any conflict of interest that is required to be disclosed in the Company’s annual report and proxy statement; and
|
•
|
annually evaluate the performance of the Compensation Committee and the adequacy of the Compensation Committee’s charter and recommend changes to the Board as appropriate.
|
•
|
develop and recommend to the Board criteria for identifying and evaluating director candidates and periodically review these criteria and recommend changes to the Board as appropriate;
|
•
|
annually evaluate the composition of the Board to assess whether the skills, experience, characteristics and other criteria established by the Board are currently represented on the Board as a whole and with respect to each individual director, and to assess the criteria that may be needed in the future;
|
•
|
identify, review the qualifications of, and recruit director candidates for election to the Board;
|
•
|
assess the qualifications, contributions and independence of incumbent directors in determining whether to recommend them for reelection to the Board;
|
•
|
discuss succession planning for the Board and key leadership roles on the Board and its committees;
|
•
|
establish procedures for the consideration of director candidates recommended for the Nominating and Corporate Governance Committee’s consideration by the Company’s stockholders;
|
•
|
recommend to the Board the Company’s director candidates for election or reelection to the Board at each annual meeting of stockholders;
|
•
|
recommend to the Board director candidates to be elected by the Board as necessary to fill vacancies and newly created directorships;
|
•
|
develop and recommend to the Board a set of corporate governance principles, and annually review these principles and recommend changes to the Board as appropriate;
|
•
|
periodically review the Board’s leadership structure and recommend changes to the Board as appropriate;
|
•
|
make recommendations to the Board concerning the size, structure, composition and functioning of the Board and its committees;
|
•
|
oversee the orientation process for new directors and ongoing education for directors;
|
•
|
oversee the evaluation of the Board and its committees; and
|
•
|
annually evaluate the performance of the Nominating and Corporate Governance Committee and the adequacy of the Nominating and Corporate Governance Committee’s charter and recommend changes to the Board as appropriate.
|
•
|
The Audit Committee has overall responsibility for overseeing the Company’s practices with respect to risk assessment and management. Additionally, the committee is responsible for overseeing management of risks related to our accounting and financial reporting processes.
|
•
|
The Compensation Committee is responsible for overseeing management of risks related to our compensation policies and programs applicable to officers and employees.
|
•
|
The Nominating and Corporate Governance Committee is responsible for overseeing management or risks related to our corporate governance.
|
Name
|
| |
Fees Earned or Paid in
Cash ($)
|
| |
Stock
Awards ($)
|
| |
Option
Awards ($)
|
| |
All Other
Compensation ($)
|
| |
Total ($)
|
Ian Middlemas(1)
|
| |
12,771
|
| |
—
|
| |
—
|
| |
—
|
| |
12,771
|
Anastasios Arima(2)
|
| |
88,333
|
| |
—
|
| |
—
|
| |
12,177
|
| |
100,510
|
Jorge Beristain
|
| |
40,000
|
| |
70,000
|
| |
—
|
| |
—
|
| |
40,000
|
Levi Mochkin(3)
|
| |
36,928
|
| |
—
|
| |
—
|
| |
3,508
|
| |
40,436
|
Jeff Armstrong
|
| |
30,000
|
| |
105,000
|
| |
—
|
| |
—
|
| |
135,000
|
Todd Hannigan(4)
|
| |
16,617
|
| |
70,000
|
| |
—
|
| |
—
|
| |
86,617
|
Claude Demby(5)
|
| |
7,875
|
| |
(7)
|
| |
—
|
| |
—
|
| |
7,875
|
Susan Jones(6)
|
| |
7,000
|
| |
(7)
|
| |
—
|
| |
—
|
| |
7,000
|
(1)
|
Mr. Middlemas retired from the Board on December 9, 2020. Mr. Middlemas served only on the board of Piedmont Australia and ceased to be a director in connection with the Redomiciliation.
|
(2)
|
Mr. Arima received $12,177 as other compensation consisting of $4,041 for 401(k) Plan employer contributions and $8,136 for employer paid insurance premiums. Mr. Arima retired from the Board on June 1, 2021.
|
(3)
|
Mr. Mochkin received $3,508 as other compensation consisting of employer contributions related to superannuation in Australia. Mr. Mochkin retired from the Board on June 1, 2021.
|
(4)
|
Mr. Hannigan joined the Board as a Non-Executive Director on February 8, 2021.
|
(5)
|
Mr. Demby was appointed to the Board as a Non-Executive Director and Chair of the Nominating and Corporate Governance Committee on June 1, 2021.
|
(6)
|
Ms. Jones was appointed to the Board as a Non-Executive Director on June 1, 2021.
|
(7)
|
Upon appointment to the Board, Mr. Demby and Ms. Jones were each, subject to stockholder approval, entitled to receive an initial award of RSUs having a value of $70,000 vesting in equal installments on December 31 of 2021, 2022 and 2023. These awards were granted in July 2021 and therefore the value is not included in the table above.
|
Name
|
| |
Age
(as of November 30)
|
| |
Position
|
Keith Phillips(1)
|
| |
61
|
| |
President and Chief Executive Officer
|
Patrick Brindle
|
| |
45
|
| |
Executive Vice President and Chief Development Officer
|
Bruce Czachor
|
| |
60
|
| |
Executive Vice President and Chief Legal Officer and Secretary
|
David Klanecky
|
| |
51
|
| |
Executive Vice President and Chief Operating Officer
|
Michael White
|
| |
49
|
| |
Executive Vice President and Chief Financial Officer
|
(1)
|
For Mr. Phillips’ biographical information, see “Information Regarding Director Nominees and Continuing Directors” above.
|
•
|
Keith Phillips, our President and Chief Executive Officer;
|
•
|
Patrick Brindle, our Executive Vice President and Chief Development Officer; and
|
•
|
Lamont Leatherman, our Vice President and Chief Geologist.
|
•
|
we are currently focused on identifying and acquiring suitable resource projects and undertaking exploration, appraisal and development activities;
|
•
|
risks associated with small cap resource companies whilst exploring and developing projects; and
|
•
|
other than profit which may be generated from asset sales, we do not expect to be undertaking profitable operations until sometime after the commencement of commercial production on any of our projects.
|
•
|
Alignment with stockholder interests—Executives should be compensated through pay elements (base salaries and short- and long-term equity incentives) designed to create stockholder value.
|
•
|
Individual performance and contribution to the Company—Our program must provide sufficient flexibility to allow for the recognition of individual differences in performance.
|
•
|
Proper balance of risk to reward—Decisions about compensation should be guided by best-practice governance standards and rigorous processes that encourage prudent decision-making.
|
•
|
Commitment to sustainability—Our program must recognize the importance of building a sustainable company, including a culture that promotes sustainability, as a significant long-term goal of the Company.
|
•
|
the provision of services to the Company by the consultant other than those requested by the Compensation Committee;
|
•
|
the amount of fees received by the consultant as a percentage of its total revenue;
|
•
|
the policies and procedures adopted by the consultant that are designed to prevent conflicts of interest;
|
•
|
any business or personal relationship between a consultant and a member of the Compensation Committee;
|
•
|
any stock of the Company owned by a consultant; and
|
•
|
any business or personal relationship between a consultant and an executive officer of the Company.
|
Name and Principal
Position
|
| |
Year
|
| |
Salary ($)
|
| |
Stock
Awards ($)
|
| |
Option
Awards ($)
|
| |
Non-Equity
Incentive Plan
Compensation ($)
|
| |
All Other
Compensation ($)
|
| |
Total(1)($)
|
Keith Phillips
President and Chief
Executive Officer
|
| |
2021
|
| |
281,250
|
| |
327,640
|
| |
523,266
|
| |
172,500
|
| |
63,511
|
| |
1,368,167
|
|
2020
|
| |
250,000
|
| |
81,228
|
| |
74,266
|
| |
100,000
|
| |
41,954
|
| |
547,448
|
||
Patrick Brindle
Executive Vice
President and Chief
Development Officer
|
| |
2021
|
| |
227,500
|
| |
137,580
|
| |
219,766
|
| |
70,900
|
| |
68,312
|
| |
724,058
|
|
2020
|
| |
210,000
|
| |
73,106
|
| |
60,341
|
| |
50,000
|
| |
8,400
|
| |
401,847
|
||
Lamont Leatherman
Vice President and
Chief Geologist
|
| |
2021
|
| |
215,000
|
| |
65,640
|
| |
104,644
|
| |
50,000
|
| |
20,437
|
| |
455,621
|
|
2020
|
| |
210,000
|
| |
81,228
|
| |
74,266
|
| |
—
|
| |
—
|
| |
365,494
|
(1)
|
These figures include Company 401(k) contributions, all insurances and HRA reimbursements.
|
|
| |
Option Awards
|
| |
Stock Awards
|
||||||||||||
Name
|
| |
Number of
securities
underlying
unexercised
options exercisable (#)
|
| |
Number of
securities
underlying
unexercised
options
unexercisable (#)
|
| |
Option
exercise
price ($)
|
| |
Option
expiration
date
|
| |
Number of
shares or units of
stock that have
not vested (#)
|
| |
Market
value of shares
or units of stock
that have not
vested ($)
|
Keith Phillips
|
| |
60,000
|
| |
—
|
| |
12.38
|
| |
12/31/2022
|
| |
|
| |
|
|
|
| |
|
| |
|
| |
|
| |
15,000
|
| |
81,228
|
||
|
30,000
|
| |
—
|
| |
18.57
|
| |
6/10/2022
|
| |
|
| |
|
||
|
|
| |
|
| |
|
| |
|
| |
5,344
|
| |
327,640
|
||
|
|
| |
10,786
|
| |
65.00
|
| |
5/19/2031
|
| |
|
| |
|
||
Patrick Brindle
|
| |
15,000
|
| |
—
|
| |
12.38
|
| |
12/31/2022
|
| |
|
| |
|
|
|
| |
|
| |
|
| |
|
| |
15,000
|
| |
73,106
|
||
|
|
| |
4,530
|
| |
65.00
|
| |
5/19/2031
|
| |
|
| |
|
||
|
|
| |
|
| |
|
| |
|
| |
2,244
|
| |
137,580
|
||
Lamont Leatherman
|
| |
30,000
|
| |
—
|
| |
12.38
|
| |
12/31/2022
|
| |
|
| |
|
|
|
| |
|
| |
|
| |
|
| |
15,000
|
| |
81,228
|
||
|
|
| |
2,157
|
| |
65.00
|
| |
5/19/2031
|
| |
|
| |
|
||
|
|
| |
|
| |
|
| |
|
| |
1,069
|
| |
65,540
|
|
| |
Shares Beneficially Owned(1)
|
|||
|
| |
Number
|
| |
Percent
|
Stockholders:
|
| |
|
| |
|
Officers and Directors:
|
| |
|
| |
|
Keith Phillips(2)
|
| |
171,716
|
| |
1.1%
|
Patrick Brindle(3)
|
| |
42,644
|
| |
*
|
Lamont Leatherman(4)
|
| |
52,170
|
| |
*
|
Jeff Armstrong
|
| |
22,500
|
| |
*
|
Jorge Beristain
|
| |
30,460
|
| |
*
|
Susan Jones
|
| |
4,000
|
| |
*
|
Claude Demby
|
| |
—
|
| |
*
|
Todd Hannigan
|
| |
356,279
|
| |
2.2%
|
Officers and directors as a group (15 persons)
|
| |
714,841
|
| |
4.5%
|
(1)
|
Beneficial ownership is determined according to the rules of the SEC and generally means that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power of that security, including options and performance rights that are currently exercisable or exercisable within 60 days of October 31, 2021. Shares of our common stock subject to options and performance rights currently exercisable or exercisable within 60 days of October 31, 2021 are deemed to be outstanding for computing the percentage ownership of the person holding these options and/or performance rights and the percentage ownership of any group of which the holder is a member but are not deemed outstanding for computing the percentage of any other person.
|
(2)
|
Includes options to purchase 90,000 shares (60,000 exercisable for $12.38 each on or before December 31, 2022 and 30,000 exercisable for $18.57 each on or before July 10, 2022).
|
(3)
|
Includes options to purchase 15,000 shares (exercisable for $12.38 each on or before December 31, 2022), options to purchase 1,510 shares (exercisable for $65.00 each on after December 31, 2021) and 748 restricted stock units vesting December 31, 2021.
|
(4)
|
Includes options to purchase 30,000 shares (exercisable for $12.38 each on or before December 31, 2022), options to purchase 719 shares (exercisable for $65.00 each on after December 31, 2021) and 356 restricted stock units vesting December 31, 2021.
|
(1)
|
This number reflects the stock options and restricted stock units granted under the Piedmont Lithium Inc. Stock Incentive Plan.
|
(2)
|
Taking into account all outstanding awards included in this table, the weighted-average exercise price of such stock options is $16.75 and the weighted-average term-to-expiration is 4.136 years.
|
(a)
|
enterprises that directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with, us;
|
(b)
|
associates, meaning unconsolidated enterprises in which we have a significant influence or which have significant influence over us;
|
(c)
|
individuals owning, directly or indirectly, an interest in the voting power of us that gives them significant influence over us, and close members of any such individual’s family;
|
(d)
|
key management personnel, that is, those persons having authority and responsibility for planning, directing and controlling the activities of ours, including directors and senior management of us and close members of such individuals’ families; and
|
(e)
|
enterprises in which a substantial interest in the voting power is owned, directly or indirectly, by any person described in (c) or (d) or over which such a person is able to exercise significant influence, including enterprises owned by directors or major stockholders of us and enterprises that have a member of key management in common with us.
|
(a)
|
General
|
(b)
|
Authorised Shares
|
(c)
|
Share Counting
|
(d)
|
Certain Adjustments
|
(e)
|
Other Award Limits
|
(f)
|
Administration
|
(g)
|
Eligibility
|
(h)
|
Stock Options
|
(i)
|
Stock Appreciation Rights
|
(j)
|
Restricted Stock and Restricted Stock Units
|
(k)
|
Incentive Bonuses
|
(l)
|
Performance Awards
|
(m)
|
Transferability of Awards
|
(n)
|
Change in Control
|
(i)
|
the vesting of all options and stock appreciation rights shall accelerate;
|
(ii)
|
in the case of any award subject to performance-based vesting or criteria, all conditions to the grant, issuance, retention, vesting or transferability of, or any other restrictions applicable to, such award shall immediately lapse and the participant shall have the right to receive a payment based on target level achievement or actual performance through a date determined by the administrator; and
|
(iii)
|
the vesting of all restricted stock and RSUs shall accelerate and all restrictions to which such award are subject shall lapse.
|
(o)
|
Withholding
|
(p)
|
Termination and Amendment, Term
|
(a)
|
Entitlement
|
(b)
|
Exercise Period
|
(c)
|
Conditions for Vesting and Exercise
|
(d)
|
Method of Exercise
|
(i)
|
a notice of exercise; and
|
(ii)
|
subject to the cashless exercise option, a cheque or cash or such other form of payment determined by the Piedmont Board in its sole and absolute discretion as satisfactory for the amount of the exercise price (if any).
|
(e)
|
No Issue Unless Cleared Funds
|
(f)
|
Cashless Exercise of Piedmont Options
|
S =
|
Number of Piedmont Shares to be issued on exercise of the Piedmont Options
|
O =
|
Number of the Piedmont Options being exercised
|
MSP =
|
Market value of the Piedmont Shares calculated using the volume weighted average of the Piedmont Shares on ASX for the 5 trading days immediately prior to (and excluding) the date of the notice of exercise
|
EP =
|
Exercise Price
|
(g)
|
Minimum Exercise
|
(h)
|
Tax Withholding
|
(i)
|
Piedmont Shares Issued on Exercise
|
(j)
|
Adjustment for Reorganisation
|
(k)
|
Participant in New Issues and Other Rights
|
(i)
|
notice of, or to vote or attend, a meeting of Piedmont Shareholders;
|
(ii)
|
receive any dividends declared by Piedmont; or
|
(iii)
|
participate in any new issues of securities offered to Piedmont Shareholders during the term of the Piedmont Options,
|
(l)
|
Adjustment for Rights Issue
|
O =
|
the old exercise price of the Piedmont Option.
|
E =
|
the number of underlying Piedmont Shares into which one Piedmont Option is exercisable.
|
P =
|
average market price per Piedmont Share weighted by reference to volume of the underlying Piedmont Shares during the five (5) trading days ending on the day before the ex rights date or ex entitlements date.
|
S =
|
the subscription price of a Piedmont Share under the pro rata issue.
|
D =
|
the dividend due but not yet paid on the existing underlying Piedmont Shares (except those to be issued under the pro rata issue).
|
N =
|
the number of Piedmont Shares with rights or entitlements that must be held to receive a right to one new share.
|
(m)
|
Adjustment for Bonus Issue of Piedmont Shares
|
(i)
|
the number of Piedmont Shares which must be issued on the exercise of a Piedmont Option will be increased by the number of Piedmont Shares which the participant would have received if the participant had exercised the Piedmont Option before the record date for the bonus issue; and
|
(ii)
|
no change will be made to the exercise price.
|
(n)
|
No Transfer of Piedmont Options
|
(i)
|
the prior consent of the Piedmont Board is obtained, which consent may impose such terms and conditions on such assignment, transfer, encumbrance with a security interest or disposal as the Piedmont Board sees fit; or
|
(ii)
|
such assignment or transfer occurs by force of law upon the death or total and permanent disablement of a participant to the participant’s legal personal representative.
|
(o)
|
Piedmont Options to be Recorded
|
(p)
|
Rules
|
(a)
|
Offer of Piedmont Restricted Stock Units
|
(b)
|
Performance Criteria/Vesting Conditions and Variation to Performance Criteria//Vesting Conditions
|
(c)
|
Satisfaction of Performance Criteria
|
(d)
|
Lapse of Piedmont Restricted Stock Units
|
(e)
|
Tax Withholding
|
(f)
|
Piedmont Shares Issued
|
(g)
|
Reorganisation
|
(h)
|
Participant Rights
|
(i)
|
notice of, or to vote or attend, a meeting of Piedmont Shareholders;
|
(ii)
|
receive any dividends declared by Piedmont;
|
(iii)
|
participate in any new issues of securities offered to Piedmont Shareholders during the term of the Piedmont Restricted Stock Units; or
|
(iv)
|
cash for the Piedmont Restricted Stock Units or any right to participate in surplus assets of profits of Piedmont on winding up, unless and until the Piedmont Restricted Stock Units are satisfied and the participant holds Piedmont Shares.
|
(i)
|
Pro Rata Issue of Securities
|
(j)
|
Adjustment for Bonus Issue
|
(k)
|
Piedmont Restricted Stock Units Not Property
|
(l)
|
No Transfer of Piedmont Restricted Stock Units
|
(m)
|
Rules
|