Thats what I wrote yesterday… they try to manipulate and make people confused or scared. There are a lot of small investors who are emotional. Hope they DTOR
BRN Discussion Ongoing
- Thread starter TechGirl
- Start date
AusEire
Founding Member. It's ok to say No to Dot Joining
Have I gone back in time?
wilzy123
Founding Member
BRN has no revenue simply because the market for its 'true' AI at the Edge product is just preparing to leave the starting blocks.
I have had no expectation of revenue until 2025 where growth should be rapid.
The other reason is that testing of products takes time, sometimes years.
Genuine holders who have done their research would understand the above and make a hold, add or accumulate decision accordingly.
Ok, maybe some genuine holders have let their emotions override their rational self but that can be investment suicide.
I suspect those who continually downramp are not really holders but shorters trying to sow the seeds of panic.
It's almost insanity to bag a stock constantly and yet hold - if they really do hold.
I have had no expectation of revenue until 2025 where growth should be rapid.
The other reason is that testing of products takes time, sometimes years.
Genuine holders who have done their research would understand the above and make a hold, add or accumulate decision accordingly.
Ok, maybe some genuine holders have let their emotions override their rational self but that can be investment suicide.
I suspect those who continually downramp are not really holders but shorters trying to sow the seeds of panic.
It's almost insanity to bag a stock constantly and yet hold - if they really do hold.
I two years ago sent TD a letter insisting the path that they had taken by not announcing anything on the ASX would play directly into the hands of shorters to which I was proven correct. Explaining all I had to do was buy a week before quarterlies sell straight after no announcements in between shorters would have a field day. The reason I keep my shares is I want a change of management, I want to vote against the directors who approved this, It is in no way protecting shareholder value which is their job. There have been numerous events happened that were,not fluff that should have been announced on the ASX that have left many a shareholder shaking his or her head as to why. A Policy that in managements eyes that they will not announce as it has no quantifiable monutary value to it Is bullshit. We as shareholders and future buyers of shares decide if what is announced has a future monutary value to it. That’s what the whole system of buying and selling shares is based on. You see something you like or eludes you to a future event you buy or sell. I DONT GET NOTHING EXCEPT KNOWING RIGHT OR WRONG MY VOTE COUNTS.
747 show me one post I have ever made that has said sell,I’m not a shorter, every post in the negative yes has been anti management and I don’t think I can be any clearer, Vote how you want, be happy with your vote as I will be with the way I voted, Management could come out tommorrow and announce 5 IP deals, My vote is in the mail it won’t change. Ill leave it to all you fluffers and feel Goodes to post now until after the AGM.
Makeme 2020
Regular
Love the picture of you and your boyfriend Willy 123
Kachoo
Regular
Look I'm not going attack you for your decision as a balance view is needed.
I will ask what could have management done when BRN shot up to 2.34 ? They new the SP was over priced. They could not say that but that pump got alot of people in and that price stayed high for a while as the shares were sold to many.
It was not an easy card They were delt with the price of the SP. Then we add the ASX 200 and the big instos faked all the retail buyers still out of control of the management.
They are guilty of not announcing anything that could pose value
I exchange emails with TD about an announcement about the edge boxes I mean They had no revenue so even if it generates 200k a quarter that's significant for them so report it. Yeah he did not reply. So a agree they are a bit bull-headed but most executives are egotistic just some come across different.
I won't fully blame Sean for the issues either maybe he is making a difference networking getting the brand out.
Peter though very very intelligent wrote an article why 2 bits or 4 bits is enough as the market wanted 8 bit. Well i guess that's how we got delayed we needed akida 2.0. It's like having a customer want a blue car and saying greens okay they will go buy the blue one else where. So in ways that can be viewed aragant too.
In the end you want to give the customer what they want. The time to market of 3 to 5 years I think will be shorter with 2.0 as I think many are playing with out paying. Until they go commercial then they may pay a lump or they will have a higher royalty.
So these issues had to likely been fixed.
I see signs of the company finally moving that I thought I'd see at the end of 2022 year it's 1.5 years out we will see.
There is alot of buzz in the industry with Akida some of the partners are promoting it hard. There will be deals they are closer now then they were in 2022.
I also see Tony Lewis and Steve amazing additions these guys could litterly pick where they want to work. Honestly I had no idea who Chris Stevens was till he quit lol.
I think we shall see more positives come out soon. There is so much buzz that something will give.
As I know I can not vote anyway because I’m a foreign shareholder. I’m not here to tell someone what to do but you are spamming the whole day about why you are voting “NO” and trying to make Panik. That’s ridiculous to tell me now you would not try to influence others and telling me you don’t care how others vote.. if so, than just stop it and let it be. Very simple.
Kachoo, I applaud your efforts at diplomacy however it is evident Gcar is possibly quite simple or he is so twisted and deranged that he is completely irrational or he has an ulterior motive. I very much doubt you can sway such an individual.
Getupthere
Regular
Everyone has the right to vote how they want.
Just ask yourself this
Do you think the 5 year plan is working?
Do you think management have given you enough information about how the company is progressing with IP sales?
Do you think at the 4 year mark management will just walk away and leave it up to the next management to do the hard yards?
DYOR
Given your views on the company why would you bother to still hold?
Given your posts of doom continuing to hold is like giving yourself permission to lose money.
There are $ stop losses and emotional stop losses. Both are valid.
It's your call as it is with every holder.
Everyone has the right to vote how they want is correct the rest from your response try the opposite. It’s like the American way to make business “of curse you don’t have to make business with us but otherwise we will Bomb your country the fu.. out of this planet! Sign here, here….here and here….and here! Thank you it was a pleasure to make business with you!”
I had really hoped to initiate a discussion about the merits of Phastrac’s ONN compared with SNN, but instead you choose to take umbrage at a perceived slight and dispense your usual condescending insults and ignore the substantive content.What are you talking about?
Your post is right there, and in full length, too, once you click on “click to expand”.
May I suggest you get yourself a (new) pair of reading glasses?
https://thestockexchange.com.au/threads/brn-discussion-ongoing.1/post-420263
View attachment 61705
The substance of my post raised what I saw as issues with Moshen Kaboli’s boast that Phasetrac and, by association BMW already had AI which was at least comparable with MB’s.
BMW is a member of the Phastrac consortium which Kaboli runs.
Phastrac has a patent application US2022004876A1 for analog ONN technology which, in my opinion, would be inferior to Akida.
- It is analog, which raises the issue of manufacturing variability for devices such as capacitors and MemRistors* (see Fig 5).
- It uses exotic materials and manufacturing techniques.
- It seems to be based on spike rate.
- It requires phase measurement.
- It uses iterative (repetitive) backpropagation which involves CPU 5 in Fig 1.
Phastrac seems to be searching for the philosopher’s stone of AI, mesmerized by the oscillations of the synaptic discharge under the impression that the closer the analog system imitates the brain, the more closely the performance of ONNs will simulate brain cells. However, this overlooks the discovery Simon Thorpe’s group gleaned from Edgar Adrien’s 1920’s paper that the strongest signals arrive first, so the most significant signal information is coded in the arrival sequence, and other signal information is largely redundant. from this Thorpe's group deduced that later arriving signals could be ignored.
*Phastrac suggests that using phase differences rather than amplitude avoids the cumulative amplitude issues for SotA analog neural networks (https://phastrac.eu/our-project/), but the ONN still requires analog representation of different phase differences which are to be applied to the ReRAM synaptic links.
Kachoo
Regular
I do think the 5 year plan is working actually.
The Ecosystem is set up and growing. It's pretty big.
Academics are involved with SNN Akida.
There are proof of concepts with the VVDN edge Box Cup Cake coming and the Teksun box.
We are in outerspace and working.
MB is been using Akida in their concepts so it on going. Though these proof of concepts are not just dale's or management but engineering.
Our progress to be commercially ready is actually progressed well.
There have been some economic head winds that have slowed things and uptake or IP deals not at the rates I expected.
So in fairness yes the business plan has unfolded well.
Take a look at BRNs presence and promotion from other companies and high rank personnel. Compare that activity to 2 years ago what was said or heard from brainchip. If on the eve of the MB tweet if we had Intel foundries partnership and Arm and Tata and about half of what we show now the stock would have ran to 5 or 10 dollars imo.
So I would say Sean has progressed the comercialmside of the business well.
Have they promoted the achievements well no has any signifigant revenue been generated yet no. Will there be revenue very likely what volumes depends on the contracts.
Now the staff levels are over 80 people 2 years ago there may have been 30 so yeah that's a plus. We would not keep adding positions if it was not warranted there is no way would the board approve that cost.
So yeah we have moved up.
Is the management arragant yes have they doddled some yes does this warrant a spill in my opinion when you look at all the good that's happened to the bad i say no. Some angry people will say yeah and some that want to slow BRN progress will say yeah too.
Ask who has to gain from a spill not me not any holder. Not the company employees not the potential contracts either. All in my opinion
Not to mention several patents referance Akida over the last few years. I think we are okay not fantastic but moving along.
Getupthere
Regular
Some of us have been in the stock since the start.
Forgive me if my patience has run out.
The honeymoon period for being patient expired on the 1st of January this year.
IMO Sean needs to man up and provide shareholders a real update on the quarterly podcast
CHIPS
Regular
And Sean could not care less about us more or less small investors. In the worst case, he will take his 20 millions and move on.
I still do not understand why he had a private meeting with some of us without informing others about it, but I guess it was about financial influence. FF left this forum and went to the other awful forum to push them not to give up on BrainChip -> influencing!
I do not think Sean is doing a good job, though I cannot judge what he does "inside", but I would expect more information flow towards ALL investors. I cannot vote from Germany, therefore I do not need to think about a YES or NO which I am happy about. So I will wait and see what is going to happen and hope not to lose my money.
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Just a reminder for those that haven't fully read the revised Renumeration Report of Brainchip updated on 19 March 2024
REMUNERATION POLICY OVERVIEW 07 December 2023 (updated 19 March 2024) BrainChip Holdings Ltd REMUNERATION POLICY OVERVIEW Page 2 of 6 1. INTRODUCTION This document provides an overview of the remunera�on policies of BrainChip Holdings Ltd (“BrainChip” or “The Company”). It was prepared for the purpose of informing and educa�ng external stakeholders about the methodology and performance metrics used by the Board in determining the appropriate remunera�on and financial incen�ves for directors, execu�ves, and employees of the Company. In 2021, the Board undertook a comprehensive review of the Company’s remunera�on policies and prac�ces and determined that significant changes were required. The new remunera�on policies and prac�ces, formally adopted by the Board of Directors, reflect current market and stakeholder expecta�ons, being; • performance-based; • transparent; • globally benchmarked; and • aligned with the interest of shareholders. In preparing this document, BrainChip seeks to demonstrate to its key stakeholders that its remunera�on policies are equitable and transparent, in line with reasonable market expecta�ons, and in the best interests of the Company. 2. REMUNERATION BrainChip Holdings Ltd (“BrainChip” or ‘the Company”) is a US-based ASX-listed ar�ficial intelligence company that develops and sells IP (intellectual property) and generates revenue from IP licence sales and royal�es from the sale of royalty-bearing products using its IP. The Company operates in an intensely compe��ve global market, where exper�se and experience in a dynamic and fast-growing industry come at a significant cost and where the need to hire appropriately skilled talent represents a material risk to the business. This risk is not likely to ease in the near to mid-term future as tech talent is expensive and highly sought a�er, and the “right people” enjoy the ability to seek and receive significant remunera�on packages. Ensuring the Company adopts a globally compe��ve and transparent remunera�on policy is one way to effec�vely manage, mi�gate and reduce this material risk. 3. NON-EXECUTIVE DIRECTOR REMUNERATION The Company’s board (Board) currently comprises six (6) directors, with four (4) independent nonexecu�ve directors, one non-independent non-execu�ve director and one (1) execu�ve director (the Company’s CEO). Non-execu�ve directors (NEDs) are members of the Board but are independent of the management team and play a cri�cal role in providing independent oversight, strategic guidance and accountability in the governance of the Company. Their focus is on providing leadership and guidance regarding longer-term planning and strategic decision-making, compliance, governance, policymaking and holding the management team accountable for the Company’s performance. BrainChip Holdings Ltd REMUNERATION POLICY OVERVIEW Page 3 of 6 NEDs are remunerated out of a pool of Directors’ Fees, approved by shareholders, in accordance with the Company’s Cons�tu�on and the ASX Lis�ng Rules. Directors’ fees (both execu�ve directors and NEDs) are benchmarked against comparable global companies opera�ng in the technology sector. The compensa�on paid to NED’s includes a flat annual fee, to compensate NED’s for atending Board mee�ngs, adding value and dedica�ng such of their �me as is necessary to ensure that they discharge their du�es as a director of the Company. NED’s earn addi�onal fees for membership of and where applicable, chairing the Board and/or Commitees such as the Audit & Governance Committee and the Remuneration & Nominations Committee. As part of the NED’s compensa�on package and in addi�on to the cash component, each NED receives an annual equity grant in the form of either Restricted Stock Units (RSUs) for US-resident NEDs or Service Rights for NEDs resident in Australia. These equity instruments are granted, subject to Shareholder approval at the applicable Annual General Mee�ng, for nil considera�on and in recogni�on of NEDs fulfilling their obliga�ons effec�vely and the ongoing contribu�on each NED makes to the Company. They represent the noncash component of the NED’s remunera�on package and are subject to the NED remaining in office for ves�ng to occur. NEDs are held accountable against evalua�on criteria set out in the Non-Executive Director Remuneration Policy. These criteria include: • demonstra�ng a clear understanding of their fiduciary du�es to the Company and its shareholders; • effec�vely overseeing the financial performance of the Company; • providing independent oversight, free of any undue influence; • remaining well-informed about the company's risk profile and the steps being taken to mi�gate risks. • demonstra�ng commitment and engagement in Board ac�vi�es; • ac�vely par�cipa�ng in the development and review of the Company's strategic plans; • ac�vely contribu�ng to Board discussions and debates, fostering a culture of open and construc�ve dialogue; and • remaining vigilant about compliance with laws, regula�ons, and ethical standards. Annually, NEDs undergo a thorough assessment encompassing peer feedback alongside selfevalua�on. This coincides with a comprehensive review of the Board's composi�on, its prac�ces, and the overall knowledge of its members. Assessments, regular feedback and a commitment to best prac�ce ensure NEDs fulfil their roles effec�vely. 4. NON-EXECUTIVE DIRECTOR MINIMUM SHAREHOLDING The Board has put in place a NED Minimum Shareholding Policy, which s�pulates that: 1.1. A NED shall establish and hold a Minimum Shareholding based on 1 year of the NED base cash remunera�on (including superannua�on if applicable but excluding any compensa�on received for work undertaken on any Commitees or as Chair of the Board) (NED Minimum Shareholding Policy). BrainChip Holdings Ltd REMUNERATION POLICY OVERVIEW Page 4 of 6 1.2. For the purposes of the NED Minimum Shareholding Policy, a Share is a fully paid ordinary share or any other equity instrument or right awarded to an NED in the Company. 1.3. Each NED is required to meet this NED Minimum Shareholding threshold within a 3-year period from the date the NED Minimum Shareholding policy is approved by the Board or, if appointed a�er the date the NED Minimum Shareholding Policy is approved, from the date the NED is appointed to the Board. 1.4. A NEDs shareholding shall be assessed annually at the end of each calendar year. 1.5. The pricing formula for calcula�ng whether the NED Minimum Shareholding has been met is the 60-day volume weighted average price of the Company’s shares calculated at the end of each calendar year (November and December). 1.6. Once the NED Minimum Shareholding is reached by an NED it must be maintained for the period of the appointment as an NED. 1.7. The Nomina�ons and Remunera�on Commitee has been delegated to determine compliance rela�ng to the NED Minimum Shareholding threshold (including ‘top-ups’ where necessary). 5. EMPLOYEE AND EXECUTIVE SALARIES As a rela�vely small publicly listed company, BrainChip competes against global tech companies to atract the best available talent. This talent is highly mobile and aware of its market value, so to be successful in atrac�ng this talent BrainChip must offer compe��ve salaries, as well as other noncash elements as part of its remunera�on packages. Global compensa�on benchmarking was conducted by US-based remunera�on consultants in August 2021 on behalf of the Company and provided compara�ve salary data for key execu�ve posi�ons benchmarked against global tech industry compe�tors. The report obtained provided a template for salary packaging for execu�ves and employees that was both globally compe��ve and deemed to be appropriate for the Company in its current stage of growth. This salary packaging benchmarking data provides an appropriately atrac�ve salary range for each posi�on within the Company. However, a base salary is not on its own sufficient to provide the necessary incen�ve to atract, retain and mo�vate staff, and align their interests to the long-term interest of the Company and its shareholders. In addi�on to base salaries, the Company offers employees, execu�ves, and execu�ve directors a performance-based short-term bonus scheme with clearly defined performance metrics calculated on achieving a combina�on of Individual, Departmental and Company targets. The Company also invites employees, execu�ves, and execu�ve directors to par�cipate in a LongTerm Incen�ve Plan (LTIP) to acquire equity in the Company based on all-of-Company performance targets. The opportunity for employees to gain equity in the Company, in the form of Restricted Stock Units (RSUs), ensures that employees and execu�ves are personally mo�vated and incen�vised over a longer period to remain with the Company, achieve Company goals and share in its long-term success. This is one of the best and proven ways to ensure employees’ interests are aligned with the interests of shareholders. BrainChip Holdings Ltd
"REMUNERATION POLICY OVERVIEW Page 5 of 6 The Company intends to go out to market to obtain an updated global compensa�on benchmark report in 2024."
6. SHORT TERM INCENTIVE BONUS SCHEME Bonuses can be paid to employees annually according to a short-term performance-based criteria, as per the BrainChip Employee Bonus Scheme, introduced in 2022 (Bonus Scheme). In general, employee bonuses, as well as executive bonuses, are set at a base target of a percentage of salary. Total bonus payouts are determined through proportioning Company, Departmental and Individual performance metrics, which are segmented into: • Company goals, • Departmental goals; and • Individual employee goals. Departmental and Individual metrics are set by department heads and managers in conjunction with each employee and are assessed bi-annually as part of the annual employee performance review process. Performance areas are weighted according to the Company's key management priorities and reflect the Company's focus points at a given time. As the Company grows and matures, these performance areas are expected to change to reflect evolving strategic priorities and focus points over time. Company performance metrics are calculated with a focus on bookings and product development, as well as ongoing active risk management. These metrics are segmented as follows: Bookings performance considers a: • baseline bookings target; • sliding scale against percentage of bookings achieved; and • multiplier which can be applied to the overall calculated bonus rate for bookings above the 100% target. Product development performance focuses on meeting pre-defined deadlines for the delivery of next generation technology products; with bonus payments decremented for each month a project is behind schedule. Risk Management performance is assessed through the active maintenance of a comprehensive risk register, and includes cyber security auditing and bi-annual reporting to the Board. Once the year-end results are finalised, management presents the actual performance metrics to the Board Remunera�on Commitee, with a formal recommenda�on to the Board to approve the bonus payout. Approval to pay any bonus is at the Board’s discre�on. The Bonus Scheme does not apply to NEDs. BrainChip Holdings Ltd REMUNERATION POLICY OVERVIEW Page 6 of 6 7. LONG-TERM INCENTIVE PLAN (LTIP) The Company recognises that in addi�on to offering compe��ve salaries and short term incen�ve bonus schemes, there is a need to align the long-term interests of the Company’s employees with its shareholders, through performance-based incen�ves. The LTIP is based on three long-term strategic performance criteria condi�ons. • Bookings; • Conversion of bookings to revenue through service delivery; and • Achieving a 3-year share price target. LTIP performance metrics are all of Company goals. The LTIP 3-year measurement period runs from 01 January in the year of the grant to 31 December a full 3 calendar years later. 50% of the total annual LTIP grant award is “at-risk”. The Booking goal has the poten�al to pay out anywhere from 50%-150% based on performance. New-hire grants are awarded to employees when they join the Company a�er they complete their proba�onary period (where applicable). The value of this grant is based on a mul�ple of the employee’s star�ng salary. Annually, management prepares a formal request to the Board outlining the key components for the upcoming annual LTIP grant request as well as the total number of instruments to be awarded throughout the year. Key components include the formula for calcula�ng each employee grant, the share price used for all grant calcula�ons for the upcoming year, the methodology used to determine the share price, and the performance criteria to be used to measure Company performance - each with a payout formula based on performance against the goals. All LTIP grants are at the Board’s discre�on. The LTIP does not apply to NEDs.
REMUNERATION POLICY OVERVIEW 07 December 2023 (updated 19 March 2024) BrainChip Holdings Ltd REMUNERATION POLICY OVERVIEW Page 2 of 6 1. INTRODUCTION This document provides an overview of the remunera�on policies of BrainChip Holdings Ltd (“BrainChip” or “The Company”). It was prepared for the purpose of informing and educa�ng external stakeholders about the methodology and performance metrics used by the Board in determining the appropriate remunera�on and financial incen�ves for directors, execu�ves, and employees of the Company. In 2021, the Board undertook a comprehensive review of the Company’s remunera�on policies and prac�ces and determined that significant changes were required. The new remunera�on policies and prac�ces, formally adopted by the Board of Directors, reflect current market and stakeholder expecta�ons, being; • performance-based; • transparent; • globally benchmarked; and • aligned with the interest of shareholders. In preparing this document, BrainChip seeks to demonstrate to its key stakeholders that its remunera�on policies are equitable and transparent, in line with reasonable market expecta�ons, and in the best interests of the Company. 2. REMUNERATION BrainChip Holdings Ltd (“BrainChip” or ‘the Company”) is a US-based ASX-listed ar�ficial intelligence company that develops and sells IP (intellectual property) and generates revenue from IP licence sales and royal�es from the sale of royalty-bearing products using its IP. The Company operates in an intensely compe��ve global market, where exper�se and experience in a dynamic and fast-growing industry come at a significant cost and where the need to hire appropriately skilled talent represents a material risk to the business. This risk is not likely to ease in the near to mid-term future as tech talent is expensive and highly sought a�er, and the “right people” enjoy the ability to seek and receive significant remunera�on packages. Ensuring the Company adopts a globally compe��ve and transparent remunera�on policy is one way to effec�vely manage, mi�gate and reduce this material risk. 3. NON-EXECUTIVE DIRECTOR REMUNERATION The Company’s board (Board) currently comprises six (6) directors, with four (4) independent nonexecu�ve directors, one non-independent non-execu�ve director and one (1) execu�ve director (the Company’s CEO). Non-execu�ve directors (NEDs) are members of the Board but are independent of the management team and play a cri�cal role in providing independent oversight, strategic guidance and accountability in the governance of the Company. Their focus is on providing leadership and guidance regarding longer-term planning and strategic decision-making, compliance, governance, policymaking and holding the management team accountable for the Company’s performance. BrainChip Holdings Ltd REMUNERATION POLICY OVERVIEW Page 3 of 6 NEDs are remunerated out of a pool of Directors’ Fees, approved by shareholders, in accordance with the Company’s Cons�tu�on and the ASX Lis�ng Rules. Directors’ fees (both execu�ve directors and NEDs) are benchmarked against comparable global companies opera�ng in the technology sector. The compensa�on paid to NED’s includes a flat annual fee, to compensate NED’s for atending Board mee�ngs, adding value and dedica�ng such of their �me as is necessary to ensure that they discharge their du�es as a director of the Company. NED’s earn addi�onal fees for membership of and where applicable, chairing the Board and/or Commitees such as the Audit & Governance Committee and the Remuneration & Nominations Committee. As part of the NED’s compensa�on package and in addi�on to the cash component, each NED receives an annual equity grant in the form of either Restricted Stock Units (RSUs) for US-resident NEDs or Service Rights for NEDs resident in Australia. These equity instruments are granted, subject to Shareholder approval at the applicable Annual General Mee�ng, for nil considera�on and in recogni�on of NEDs fulfilling their obliga�ons effec�vely and the ongoing contribu�on each NED makes to the Company. They represent the noncash component of the NED’s remunera�on package and are subject to the NED remaining in office for ves�ng to occur. NEDs are held accountable against evalua�on criteria set out in the Non-Executive Director Remuneration Policy. These criteria include: • demonstra�ng a clear understanding of their fiduciary du�es to the Company and its shareholders; • effec�vely overseeing the financial performance of the Company; • providing independent oversight, free of any undue influence; • remaining well-informed about the company's risk profile and the steps being taken to mi�gate risks. • demonstra�ng commitment and engagement in Board ac�vi�es; • ac�vely par�cipa�ng in the development and review of the Company's strategic plans; • ac�vely contribu�ng to Board discussions and debates, fostering a culture of open and construc�ve dialogue; and • remaining vigilant about compliance with laws, regula�ons, and ethical standards. Annually, NEDs undergo a thorough assessment encompassing peer feedback alongside selfevalua�on. This coincides with a comprehensive review of the Board's composi�on, its prac�ces, and the overall knowledge of its members. Assessments, regular feedback and a commitment to best prac�ce ensure NEDs fulfil their roles effec�vely. 4. NON-EXECUTIVE DIRECTOR MINIMUM SHAREHOLDING The Board has put in place a NED Minimum Shareholding Policy, which s�pulates that: 1.1. A NED shall establish and hold a Minimum Shareholding based on 1 year of the NED base cash remunera�on (including superannua�on if applicable but excluding any compensa�on received for work undertaken on any Commitees or as Chair of the Board) (NED Minimum Shareholding Policy). BrainChip Holdings Ltd REMUNERATION POLICY OVERVIEW Page 4 of 6 1.2. For the purposes of the NED Minimum Shareholding Policy, a Share is a fully paid ordinary share or any other equity instrument or right awarded to an NED in the Company. 1.3. Each NED is required to meet this NED Minimum Shareholding threshold within a 3-year period from the date the NED Minimum Shareholding policy is approved by the Board or, if appointed a�er the date the NED Minimum Shareholding Policy is approved, from the date the NED is appointed to the Board. 1.4. A NEDs shareholding shall be assessed annually at the end of each calendar year. 1.5. The pricing formula for calcula�ng whether the NED Minimum Shareholding has been met is the 60-day volume weighted average price of the Company’s shares calculated at the end of each calendar year (November and December). 1.6. Once the NED Minimum Shareholding is reached by an NED it must be maintained for the period of the appointment as an NED. 1.7. The Nomina�ons and Remunera�on Commitee has been delegated to determine compliance rela�ng to the NED Minimum Shareholding threshold (including ‘top-ups’ where necessary). 5. EMPLOYEE AND EXECUTIVE SALARIES As a rela�vely small publicly listed company, BrainChip competes against global tech companies to atract the best available talent. This talent is highly mobile and aware of its market value, so to be successful in atrac�ng this talent BrainChip must offer compe��ve salaries, as well as other noncash elements as part of its remunera�on packages. Global compensa�on benchmarking was conducted by US-based remunera�on consultants in August 2021 on behalf of the Company and provided compara�ve salary data for key execu�ve posi�ons benchmarked against global tech industry compe�tors. The report obtained provided a template for salary packaging for execu�ves and employees that was both globally compe��ve and deemed to be appropriate for the Company in its current stage of growth. This salary packaging benchmarking data provides an appropriately atrac�ve salary range for each posi�on within the Company. However, a base salary is not on its own sufficient to provide the necessary incen�ve to atract, retain and mo�vate staff, and align their interests to the long-term interest of the Company and its shareholders. In addi�on to base salaries, the Company offers employees, execu�ves, and execu�ve directors a performance-based short-term bonus scheme with clearly defined performance metrics calculated on achieving a combina�on of Individual, Departmental and Company targets. The Company also invites employees, execu�ves, and execu�ve directors to par�cipate in a LongTerm Incen�ve Plan (LTIP) to acquire equity in the Company based on all-of-Company performance targets. The opportunity for employees to gain equity in the Company, in the form of Restricted Stock Units (RSUs), ensures that employees and execu�ves are personally mo�vated and incen�vised over a longer period to remain with the Company, achieve Company goals and share in its long-term success. This is one of the best and proven ways to ensure employees’ interests are aligned with the interests of shareholders. BrainChip Holdings Ltd
"REMUNERATION POLICY OVERVIEW Page 5 of 6 The Company intends to go out to market to obtain an updated global compensa�on benchmark report in 2024."
6. SHORT TERM INCENTIVE BONUS SCHEME Bonuses can be paid to employees annually according to a short-term performance-based criteria, as per the BrainChip Employee Bonus Scheme, introduced in 2022 (Bonus Scheme). In general, employee bonuses, as well as executive bonuses, are set at a base target of a percentage of salary. Total bonus payouts are determined through proportioning Company, Departmental and Individual performance metrics, which are segmented into: • Company goals, • Departmental goals; and • Individual employee goals. Departmental and Individual metrics are set by department heads and managers in conjunction with each employee and are assessed bi-annually as part of the annual employee performance review process. Performance areas are weighted according to the Company's key management priorities and reflect the Company's focus points at a given time. As the Company grows and matures, these performance areas are expected to change to reflect evolving strategic priorities and focus points over time. Company performance metrics are calculated with a focus on bookings and product development, as well as ongoing active risk management. These metrics are segmented as follows: Bookings performance considers a: • baseline bookings target; • sliding scale against percentage of bookings achieved; and • multiplier which can be applied to the overall calculated bonus rate for bookings above the 100% target. Product development performance focuses on meeting pre-defined deadlines for the delivery of next generation technology products; with bonus payments decremented for each month a project is behind schedule. Risk Management performance is assessed through the active maintenance of a comprehensive risk register, and includes cyber security auditing and bi-annual reporting to the Board. Once the year-end results are finalised, management presents the actual performance metrics to the Board Remunera�on Commitee, with a formal recommenda�on to the Board to approve the bonus payout. Approval to pay any bonus is at the Board’s discre�on. The Bonus Scheme does not apply to NEDs. BrainChip Holdings Ltd REMUNERATION POLICY OVERVIEW Page 6 of 6 7. LONG-TERM INCENTIVE PLAN (LTIP) The Company recognises that in addi�on to offering compe��ve salaries and short term incen�ve bonus schemes, there is a need to align the long-term interests of the Company’s employees with its shareholders, through performance-based incen�ves. The LTIP is based on three long-term strategic performance criteria condi�ons. • Bookings; • Conversion of bookings to revenue through service delivery; and • Achieving a 3-year share price target. LTIP performance metrics are all of Company goals. The LTIP 3-year measurement period runs from 01 January in the year of the grant to 31 December a full 3 calendar years later. 50% of the total annual LTIP grant award is “at-risk”. The Booking goal has the poten�al to pay out anywhere from 50%-150% based on performance. New-hire grants are awarded to employees when they join the Company a�er they complete their proba�onary period (where applicable). The value of this grant is based on a mul�ple of the employee’s star�ng salary. Annually, management prepares a formal request to the Board outlining the key components for the upcoming annual LTIP grant request as well as the total number of instruments to be awarded throughout the year. Key components include the formula for calcula�ng each employee grant, the share price used for all grant calcula�ons for the upcoming year, the methodology used to determine the share price, and the performance criteria to be used to measure Company performance - each with a payout formula based on performance against the goals. All LTIP grants are at the Board’s discre�on. The LTIP does not apply to NEDs.
Bravo
If ARM was an arm, BRN would be its biceps💪!
Awww! Look at this cute little guy! He’s eating a bunch of nuts.
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