Terroni2105
Founding Member
AGM 2024
I’m not wanting you to commit to a date, but I’m happy with you saying 2027, 2026, know it’s a three year. It just gives me a strategy to invest more, invest less. If the price drops I’ll buy some more, or just bite my tongue for two years.
Sean Hehir - I really believe I’ve shared this, what else can I add to my comments. When people plan chips they typically plan an horizon. A two year horizon. So everyone were working with within that window, we know that, unless they’re going they’ve been going through a strategic roadmap for 15 years. So you can envision everything is within that timeframe. Now you can also envision we’ve been in these engagements for over a year so somewhere between that window if someone is in a two year planning cycle and we’ve been engaged for over a year you have a sense of when we’re expecting some things to happen.
You say you are doing some deals. How many deals do you expect a year. On the sensible side of it you need at least 6-8 IP licenses a year to cover costs. How many IP licenses are you expecting to sign in a year?
Sean Hehir - again I’m going to leave my comments where they are. We are going to try and win as many as possible. I understand you are saying you 6-8 to find the company.
How many years do you expect to get these IP licences? In 12 months time or 9 months time you are going to come back and say we need more funding.
Antonio - let me rephrase your question. Sean do you believe based on our progress to date that we are sufficiently building our pipeline that we can turn enough licences to turn profitability in the next 2-3 years time? Sean Hehir answers ‘yes’ to Antonio.
So you’re saying that we the shareholder has to fund you for the next 3 years?
Antonio - the reason why it’s difficult to answer that question is because in 4 months time there could be a large semi conductor company (shareholder interrupts and argues) if we just do 2 or 3 licences that’s not good enough (shareholder interrupts and argues).
You may have one of the licencees’ in our pipeline may come to us and take a 5 year subscription licence, they’re that big. Thats only one licence. But if they take a 5 year architectural licence to what we’re developing that will make us profitable overnight. Or, I might have 3 or 4 licencees that only take a one time use licence (shareholder interrupts and argues about when will there be revenue) and if we can tell you, to Sean’s point, a date at which we are flipping to profitability we’d be happy to tell you that the reality is we don’t know the answer to that question.
So why all these RSUs you’re dishing out? For what? Nobody’s done anything. Sure the people in development have but what about the other people, what do they do?
Antonio - on RSUs we will take that one later. Let’s take your first question, you are asking us point blank, based on licensing it would take 5-6 licencees to reach profitability to cover costs. And while I can understand someone saying that statement I am simply clarifying that’s not necessarily the case as we don’t know the license type that someone necessarily needs. That’s all I’m saying. I’m not asking to to accept the answer, I’m telling you what the answer is.
Shareholder again - I think it’s about time you people started to come up with the goods.
Antonio - noted, noted.
Are you more confident today in commercial success than you were 12 months ago?
Antonio – am I more confident of commercial success today than 12 months ago? That’s a super question. As a board member we have a unique advantage, because we get to look under the covers, we get to pull the curtain back, and we get to ask deep questions to a Dr Lewis, to a Sean Hehir, to a Steve Thorne about what their working on and I will tell you this, behind the scenes we give Sean a lot of crap and I’m sure that’s going to end up on the front page of some newspaper. And we recognise that we’re not happy with the pace, we know that. Everyone in this room knows that, and all the shareholders know that, all the employees know that. And us as a board, we get visibility of how hard the employees at BrainChip are working, they are busting their tails off, the reality is the marketplace is filled with people in tech who like to re-use existing technology and they’re very risk averse. Well think about it, if you’re an engineering manager of a large semi-conductor company and you’re risking millions upon millions of the company’s dollars on a specific project you want to de-risk that as hard as you possibly can. That’s reason why people will use Arm along with a simple DLA and some software and write a simple neural network and call it AI and put it out in the marketplace. There’s even golf clubs that have AI on them. I mean please. Come on. I mean everyone’s just using the term AI and pushing products out to market. BrainChip is different. We are out there telling people of a different approach and some people are going to take that approach and some people aren’t.
And as we have pushed that approach to market we have altered our product offer, we have absolutely altered our product offer. Our (inaudible) architecture and our development of TENNS, this is radically different stuff we’re putting out into the marketplace. Now I want to be respectful to those of you have been with BrainChip for a very long time, I’m not ignoring that. My horizon is looking after the last couple of years in particular, because when I came on board we have overturned the architecture. Now with all that said here’s the answer to your question, I get to look at what the team’s doing as a bord we see the level of engagements that are going on inside the company. I see the fact that Sean recently, a couple of weeks ago, didn’t just have a meeting with an engineering manager or a engineering VP, he is meeting CEO’s and COO’s of the largest tech companies on the planet who are actively engage with us right now looking at our technology. But at the same time there is the reality that there aren’t a bunch of people out there who have BrainChip based technology into the marketplace. So who are going to be the trailblazers? The great thing about selling intellectual property and being new to the market with technology is once you get over that hump and you start working with the industry and they say “well how do I know it’s going to work” well then you simply point to a couple of other people who have products in the market. We’re not there yet. And so right now on a benchmarking case and a technology case and an opportunity case and a positional case with respect to segments we’re pushing that story forward. And what I see, is I see the depth which BrainChip is engaged in the market, I see the attention that we’re getting, I see the questions that the architectural partners are asking of us. We all on the board see that and that’s what puts us in a position have more patience with the team. Ands its because of our position as a board.
So the answer to your question is ‘yes’ I am far more confident this year than last year and the main reason is I have visibility of our depth (inaudible), I have visibility of our pipeline. Am I happy with the pace? No, no. And it is not lost on anyone in this company that the pace has to improve and the gentleman in the back who echoed a bit of frustration, he has every right in the world to be frustrated. He has every right in the world to be frustrated. All I can do is say I share the frustration, but a the same time I have the visibility and the rest of my board have the visibility to see the progress that we’re making. Between Tony, Sean, myself and a couple of others at BrainChip, we can get audiences with anyone in the global tech market. We can. And they’re listening to us. And they’re asking the right questions, and they’re intrigued by what we’re doing. And we’re trying to get them over the line.
Brainchip is the most frustrating company I have ever invested in. I say that with all sincerity. From day 1 we all realised with Peters work how ground breaking the whole thing was and we’ve seen in the last 8-9 years that same thing has happened. I don’t think any of us have any doubts how frustrated we might be about the lack of income we are all sympathetic with the job you have to do , we realise it takes some time and we have to understand that fully. However after having spent 40 years in marketing and advertising and public relations, I have to say you are doing an incredibly bad job of public relations in this company. I see so many different things where you could really and truly make so many headlines and so much headway with so much to talk about. David and Goliath, Space race. None of this is being taken into consideration. If you had a high level public relations team working your job would be so much easier because we would understand it. Your shareholders would pick up the paper and watch television and see what’s happening. You wont have the frustration here at this meeting and with other people on chat rooms. I’m very frustrated because they put their money in and they’re not seeing a return for it. But again, we see the quality of the people you have here, top, top quality. We see the product, fantastic. But in terms of public relations, you are doing an abysmal job.
Sean Hehir – thank you for that and obviously as a new CMO is coming in we’ll take your comments there too. But I want to make another comment which is yes we can do more but it’s also what we are trying to do is be really practical. We are not trying to overhype and I think when I came in this company had more of a hype. We are focused on delivery and when we have more (inaudible) you will see more noise at that point. We are focused on execution. I understand your point but I want you to know that’s a conscious point that whatever we say, we can do.
Antonio speaks on the Remuneration Report.
I’d like to take a moment to address structure of our compensation models. There are a slew of questions we received so I’m going to try and answer them all here. With respect to our employees including the executive staff, part of the companies regimen is to ensure a competitive compensation structure. As I’ve stressed to you all many times, while Australian we compete in a global market. That is the reality. Overwhelmingly the majority of our employees are outside of Australia. As a global norm compensation structures are expected to have 3 elements. Base salary, an incentive pay and some form of stock or share remuneration .
The levels of pay obviously correspond to one’s position in the company. Our pay schemes are vetted against third party studies and analytics from companies such as Radford and Compensia. With respect to incentive pay there are multiple levels. Usually most incentive pay models call for a combination of stated corporate goals and personal MBOs (management based objectives, these are individual based objectives that apply to employees). Typically for most of the employee base, these are the individual contributors rank file type employees, typically roughly around 50% of their pay is based on MBOs. This could change but this is what is typical. For senior and executive team members the overwhelming portion of their incentive pays is tied to corporate objectives. These corporate objectives are usually a combination of top level financial targets, budget goals and engineering development milestones. Here’s the most important part, the content of these corporate objectives are proprietary and confidential in nature. With respect to engineering goals they most likely tread on NDAs we have with respective partners regarding development. To understand the scale, individual contributors in our company based on seniority and position will have an incentive pool around 10%, maybe 15%, of their salary. For senior members this will be higher, for the executive team it can reach as high as 50%. In 2023, each employee only received about 27% of their eligible incentive pay. Given the company’s performance this was due to a lack of achievement on the corporate goals. Some incentive pay was paid based on their personal MBOs, understand personal MBOs are individual goals that management sets on individual members for work above and beyond their regular job. Let me give you an example, if you have an employee that has an annual salary of $50,000 per year and they have an incentive pay of 10% the maximum incentive pay is $5,000 so based on 2023 that employee only received $1,350. As for Directors, the company has implemented a compensation model for Directors and its in line with global standards for a public company of our size. We’ve properly vetted the model. All Directors receive a cash payment along with an annual grant of securities. Unlike other regions globally in Australia the annual grant must be presented to the shareholders even though it’s part of the company’s remuneration policy. Again, this is an Australian rule and we will abide by it. A hold requirement for shares held by Directors was recently added to the policy. This is described in detail in the Remuneration Report as contained within our annual report. We added this requirement to ensure we are in sync with global standards and in accordance with third party vetting. Again, the company recognises that our overall remuneration may not align with Australian norms however, while we acknowledge this we must accept that we compete on a global level for talent, all talent. This is the key reason why we have the policy as described and implemented. Thank you for allowing me to make these general statements.
We have all suffered a significant decline in our shareholder value. Have the Directors considered considered deferring some of their remuneration so that they too share in the pain? Such an action would send a strong message to shareholders demonstrating faith in the future of the company by not diminishing the remuneration flowing to Directors.
Antonio - the first part of that question was have we considered it? The answer is yes and that conversation continues.
What has Pia Turcinov done for BrainChip?
Antonio - I’ve personally sat on 9-10 boards in my career and in various capacities. And in my opinion the best boards are those that have a, and I’m not going to use the word diversity, they have a completely different scope of experience and a completely different perception on how to approach business. Some people on our board like myself are completely tech focused, I am 100% tech focused. Other people on the board come from other industries with different approaches in terms of how they say things and how they bring things to market, and I’m not talking about a technical person, a finance person, a legal person, a HR person, whatever. I’m just talking about people that bring different perspectives and unique approaches to the marketplace, and unique approaches to BrainChip. Pia is an incredibly valued member to our board because what happens a lot of the time, look whenever you point a finger there’s three pointing at yourself, I’m very quick to instantly gravitate towards the tech side of the business, why we do things in tech and this is it, this is how you handle anything in tech whether it’s HR, whatever. And then I rely on the other board members to quite frankly feel me in from a legal stand point, feel me in from a governance standpoint, feel me in from a broad public relations standpoint as you mentioned earlier. Pia brings those perspectives to us. Pia is a counter balance on the board that is incredibly vital, she has an enormous amount of perspective, an enormous amount of experience and most importantly brings an enormous amount of credibility and respect and people listen to her. And I have to admit I gravitate toward people like that, she commands a presence in the board and when she speaks people listen and I think BrainChip is extremely lucky to have her and that is my opinion. And what is great is as shareholders you guys get to decide for yourselves but I love the fact that Pia is on this board and to be honest with you I look forward to maybe serving with on a board with her in another capacity, in another company.
How has Mr Van Der Made found the transition from executive to non executive Director in the last year? Does he still maintain an office in the company? And what are his plans with his shares int he company, is he a long term holder?
Peter Van Der Made - I am absolutely a long term holder. I have confidence in the company and what Sean has said today highlights my confidence in the future of the company. I think the transition of me as CTO to retirement has been very smooth, I think Tony (Dr Lewis) is extremely capable and brings a new fresh perspective to the company which is very valuable.
Does the board anticipate further share dilution in the future?
Antonio - the only issue with that question is are we expecting some dilution in the future? I would have to be the dumbest chairman of all time to say no we don’t expect further dilution in the future so I’m not going to say that. As we go forward depending upon how we progress our 3.0 architecture which is going to come beyond that, where we stand with licensing, you we have to basically keep all venues open with respect to how we’re going raise capital for the company. So do I anticipate it? No I’m not anticipating it but could it potentially happen and would it be fair to expect it to happen? yes there’ll be some dilution. So that may sound like a long winded answer but it’s the practical answer, it’s the sensible one, I’m not going to lie.
Seeking to refresh 15% capacity at AGMs sends a signal that the company prefers non pro rata capital raisings which are generally unfair to retail shareholders. When is the company next going to do a share purchase plan offer?
Sean Hehir - there are no plans to do a share purchase plan at this time.
Shareholder again - you’ve been using LDA to selling off shares, why don’t you offer it to shareholders? You’re paying $500-600,000 to LDA to sell the shares to raise the capital, why don’t you just put them on the market yourself.
Ken Scarince - were reviewing a number of different options to raise capital, we always are. Some of them do include opportunities for share purchase plans, we haven’t moved forward with one yet, we haven’t felt it was the right opportunity but it’s being considered. It’s a more complicated raise which is one of the reasons why we haven’t done it currently but Tony Dawe keeps us informed and that’s one of things that he hears about a lot so I will just say that a number of the opportunities that we are currently reviewing include that kind of an opportunity.
Steve Leiebiscond (former director of the company and a large shareholder) - a SPP was done in the early days post the RTO and it was very challenging to get that across the line. That was some time ago. Secondly when you have 45,000 shareholders which is a significant number (inaudible) the take up is very low so it is a difficult exercise to perform and I think the cost benefit etc with all the regulations and paperwork required I think it is something to consider but until we do have a change .. effectively we have four groups that represent 25% of the company and I’d say of those four I know of two that will not contribute to a raise, it just makes it challenging so there’s a time and place for everything.
Antonio’s closing speech.
I want to extend out thanks, not just for attending but for your continued support of BrainChip and the mission that were on. One quick side comment that I feel like I should communicate and that is there’s not a single member of the board of this company, let alone the executive team, that is ever going to take a position that “we are right, this the is the way it’s going to be” and just lock ourselves in concrete. We’ve made some mistakes like any company, I don’t care who you are, I laugh when I hear people talk about how they believe they always make the right decision and everything is absolutely on par and that’s not the way it works. That is not the way it works. And the reason that’s not the way it works is because we’re a collection of humans that have differences ideas and different approaches and the trick to being successful is to come together and to execute on a vision, execute on a purpose and that’s what BrainChip is doing. BrainChip takes the approach that we always want to take a couple steps forward and you know what if we take a step,backward that’s fine, then take a quick step forward. And the way you operate effectively in that matter is through communication. I do want to acknowledge Mr Leibesconds comments, I want to acknowledge it in the context that we try and be open, we hear what people are saying, we do. Now what I don’t appreciate is when someone says we are not listening. There is a reason why we do things and there is a collective manner in which we make decisions, but we absolutely do listen. Tony Dawe heads up our investor relations, his door is always open. We will take that feedback, I will do everything in my power to answer every single question that comes through from every single shareholder. I do my best to figure out how there can be 30 hours in the day instead of 24 and I will continue to do that and that is my commitment to all of you as shareholders of the company . Sean is at a completely different level, this guy has figured out how to get 50-60 hours in a day and he never sleeps, and he does that on behalf of his commitment to the company and his commitment to the shareholders. Does he get everything right? No, trust me I’m the first person there to tell him when he messes up. Hey that’s my job and I love doing it. And he in turn will come back and tell me I’m full of crap, that’s just how it works. At the end of the day cream rises to the top and that’s the mission that we’re on. And I just want to say thank you to the shareholders because 3 years ago when I came into the company I was faced with a daunting task and that was “wow I think we need to turn over this architecture in order for us to position it better in the marketplace”. Great technology, not a good product. And I don’t mean that in a derogatory way , when I say not a good product I mean it’s difficult to sell, it’s difficult to place, it’s difficult to get people to integrate it, it’s difficult to get people to model it, it’s difficult to get people to overcome the norms that they’re used to in terms of how they put technology to market. And that required change. And I had to find somebody who was up for that task to drive that change, that’s that guy (Sean), and he has come in and he has done that and we’re in the midst of that right now. And if you’re sensing some kind of excitement in me it’s because, again, we’re seeing the progress. Now I know there’s some of you out there who don’t see it yet, I’m not trying to pull the wool over your eyes. But in the end of the day I challenge you, look at how far we’ve come, look at the evolution of the technology, look at what we are putting into the marketplace, and if that doesn’t make sense to you, if that doesn’t align with you, if that is something that is not sitting well with you, life is too short, put your time and effort and your money into something else. Because if you don’t believe us that’s a problem. And if 51% of you don’t believe us that’s a bigger problem. So I’m genuine when I say that. We’re on a mission to drive change, we’re making that change happen. We recognize the pace needs to be stronger, we know we’re going to make some bumps along the way, we heard the message. The message loud and clear out of this AGM for me is we need to do a better job on PR in the communications front, I keep hearing that. And we are going to go back to the drawing board so at next years AGM you don’t stand up and make that same comment. That’s what I’m taking away from this AGM. Thank you.
Sean Hehir closing comment
I want to thank everybody again for their support, I feel it every day so thank you very much.
I’m not wanting you to commit to a date, but I’m happy with you saying 2027, 2026, know it’s a three year. It just gives me a strategy to invest more, invest less. If the price drops I’ll buy some more, or just bite my tongue for two years.
Sean Hehir - I really believe I’ve shared this, what else can I add to my comments. When people plan chips they typically plan an horizon. A two year horizon. So everyone were working with within that window, we know that, unless they’re going they’ve been going through a strategic roadmap for 15 years. So you can envision everything is within that timeframe. Now you can also envision we’ve been in these engagements for over a year so somewhere between that window if someone is in a two year planning cycle and we’ve been engaged for over a year you have a sense of when we’re expecting some things to happen.
You say you are doing some deals. How many deals do you expect a year. On the sensible side of it you need at least 6-8 IP licenses a year to cover costs. How many IP licenses are you expecting to sign in a year?
Sean Hehir - again I’m going to leave my comments where they are. We are going to try and win as many as possible. I understand you are saying you 6-8 to find the company.
How many years do you expect to get these IP licences? In 12 months time or 9 months time you are going to come back and say we need more funding.
Antonio - let me rephrase your question. Sean do you believe based on our progress to date that we are sufficiently building our pipeline that we can turn enough licences to turn profitability in the next 2-3 years time? Sean Hehir answers ‘yes’ to Antonio.
So you’re saying that we the shareholder has to fund you for the next 3 years?
Antonio - the reason why it’s difficult to answer that question is because in 4 months time there could be a large semi conductor company (shareholder interrupts and argues) if we just do 2 or 3 licences that’s not good enough (shareholder interrupts and argues).
You may have one of the licencees’ in our pipeline may come to us and take a 5 year subscription licence, they’re that big. Thats only one licence. But if they take a 5 year architectural licence to what we’re developing that will make us profitable overnight. Or, I might have 3 or 4 licencees that only take a one time use licence (shareholder interrupts and argues about when will there be revenue) and if we can tell you, to Sean’s point, a date at which we are flipping to profitability we’d be happy to tell you that the reality is we don’t know the answer to that question.
So why all these RSUs you’re dishing out? For what? Nobody’s done anything. Sure the people in development have but what about the other people, what do they do?
Antonio - on RSUs we will take that one later. Let’s take your first question, you are asking us point blank, based on licensing it would take 5-6 licencees to reach profitability to cover costs. And while I can understand someone saying that statement I am simply clarifying that’s not necessarily the case as we don’t know the license type that someone necessarily needs. That’s all I’m saying. I’m not asking to to accept the answer, I’m telling you what the answer is.
Shareholder again - I think it’s about time you people started to come up with the goods.
Antonio - noted, noted.
Are you more confident today in commercial success than you were 12 months ago?
Antonio – am I more confident of commercial success today than 12 months ago? That’s a super question. As a board member we have a unique advantage, because we get to look under the covers, we get to pull the curtain back, and we get to ask deep questions to a Dr Lewis, to a Sean Hehir, to a Steve Thorne about what their working on and I will tell you this, behind the scenes we give Sean a lot of crap and I’m sure that’s going to end up on the front page of some newspaper. And we recognise that we’re not happy with the pace, we know that. Everyone in this room knows that, and all the shareholders know that, all the employees know that. And us as a board, we get visibility of how hard the employees at BrainChip are working, they are busting their tails off, the reality is the marketplace is filled with people in tech who like to re-use existing technology and they’re very risk averse. Well think about it, if you’re an engineering manager of a large semi-conductor company and you’re risking millions upon millions of the company’s dollars on a specific project you want to de-risk that as hard as you possibly can. That’s reason why people will use Arm along with a simple DLA and some software and write a simple neural network and call it AI and put it out in the marketplace. There’s even golf clubs that have AI on them. I mean please. Come on. I mean everyone’s just using the term AI and pushing products out to market. BrainChip is different. We are out there telling people of a different approach and some people are going to take that approach and some people aren’t.
And as we have pushed that approach to market we have altered our product offer, we have absolutely altered our product offer. Our (inaudible) architecture and our development of TENNS, this is radically different stuff we’re putting out into the marketplace. Now I want to be respectful to those of you have been with BrainChip for a very long time, I’m not ignoring that. My horizon is looking after the last couple of years in particular, because when I came on board we have overturned the architecture. Now with all that said here’s the answer to your question, I get to look at what the team’s doing as a bord we see the level of engagements that are going on inside the company. I see the fact that Sean recently, a couple of weeks ago, didn’t just have a meeting with an engineering manager or a engineering VP, he is meeting CEO’s and COO’s of the largest tech companies on the planet who are actively engage with us right now looking at our technology. But at the same time there is the reality that there aren’t a bunch of people out there who have BrainChip based technology into the marketplace. So who are going to be the trailblazers? The great thing about selling intellectual property and being new to the market with technology is once you get over that hump and you start working with the industry and they say “well how do I know it’s going to work” well then you simply point to a couple of other people who have products in the market. We’re not there yet. And so right now on a benchmarking case and a technology case and an opportunity case and a positional case with respect to segments we’re pushing that story forward. And what I see, is I see the depth which BrainChip is engaged in the market, I see the attention that we’re getting, I see the questions that the architectural partners are asking of us. We all on the board see that and that’s what puts us in a position have more patience with the team. Ands its because of our position as a board.
So the answer to your question is ‘yes’ I am far more confident this year than last year and the main reason is I have visibility of our depth (inaudible), I have visibility of our pipeline. Am I happy with the pace? No, no. And it is not lost on anyone in this company that the pace has to improve and the gentleman in the back who echoed a bit of frustration, he has every right in the world to be frustrated. He has every right in the world to be frustrated. All I can do is say I share the frustration, but a the same time I have the visibility and the rest of my board have the visibility to see the progress that we’re making. Between Tony, Sean, myself and a couple of others at BrainChip, we can get audiences with anyone in the global tech market. We can. And they’re listening to us. And they’re asking the right questions, and they’re intrigued by what we’re doing. And we’re trying to get them over the line.
Brainchip is the most frustrating company I have ever invested in. I say that with all sincerity. From day 1 we all realised with Peters work how ground breaking the whole thing was and we’ve seen in the last 8-9 years that same thing has happened. I don’t think any of us have any doubts how frustrated we might be about the lack of income we are all sympathetic with the job you have to do , we realise it takes some time and we have to understand that fully. However after having spent 40 years in marketing and advertising and public relations, I have to say you are doing an incredibly bad job of public relations in this company. I see so many different things where you could really and truly make so many headlines and so much headway with so much to talk about. David and Goliath, Space race. None of this is being taken into consideration. If you had a high level public relations team working your job would be so much easier because we would understand it. Your shareholders would pick up the paper and watch television and see what’s happening. You wont have the frustration here at this meeting and with other people on chat rooms. I’m very frustrated because they put their money in and they’re not seeing a return for it. But again, we see the quality of the people you have here, top, top quality. We see the product, fantastic. But in terms of public relations, you are doing an abysmal job.
Sean Hehir – thank you for that and obviously as a new CMO is coming in we’ll take your comments there too. But I want to make another comment which is yes we can do more but it’s also what we are trying to do is be really practical. We are not trying to overhype and I think when I came in this company had more of a hype. We are focused on delivery and when we have more (inaudible) you will see more noise at that point. We are focused on execution. I understand your point but I want you to know that’s a conscious point that whatever we say, we can do.
Antonio speaks on the Remuneration Report.
I’d like to take a moment to address structure of our compensation models. There are a slew of questions we received so I’m going to try and answer them all here. With respect to our employees including the executive staff, part of the companies regimen is to ensure a competitive compensation structure. As I’ve stressed to you all many times, while Australian we compete in a global market. That is the reality. Overwhelmingly the majority of our employees are outside of Australia. As a global norm compensation structures are expected to have 3 elements. Base salary, an incentive pay and some form of stock or share remuneration .
The levels of pay obviously correspond to one’s position in the company. Our pay schemes are vetted against third party studies and analytics from companies such as Radford and Compensia. With respect to incentive pay there are multiple levels. Usually most incentive pay models call for a combination of stated corporate goals and personal MBOs (management based objectives, these are individual based objectives that apply to employees). Typically for most of the employee base, these are the individual contributors rank file type employees, typically roughly around 50% of their pay is based on MBOs. This could change but this is what is typical. For senior and executive team members the overwhelming portion of their incentive pays is tied to corporate objectives. These corporate objectives are usually a combination of top level financial targets, budget goals and engineering development milestones. Here’s the most important part, the content of these corporate objectives are proprietary and confidential in nature. With respect to engineering goals they most likely tread on NDAs we have with respective partners regarding development. To understand the scale, individual contributors in our company based on seniority and position will have an incentive pool around 10%, maybe 15%, of their salary. For senior members this will be higher, for the executive team it can reach as high as 50%. In 2023, each employee only received about 27% of their eligible incentive pay. Given the company’s performance this was due to a lack of achievement on the corporate goals. Some incentive pay was paid based on their personal MBOs, understand personal MBOs are individual goals that management sets on individual members for work above and beyond their regular job. Let me give you an example, if you have an employee that has an annual salary of $50,000 per year and they have an incentive pay of 10% the maximum incentive pay is $5,000 so based on 2023 that employee only received $1,350. As for Directors, the company has implemented a compensation model for Directors and its in line with global standards for a public company of our size. We’ve properly vetted the model. All Directors receive a cash payment along with an annual grant of securities. Unlike other regions globally in Australia the annual grant must be presented to the shareholders even though it’s part of the company’s remuneration policy. Again, this is an Australian rule and we will abide by it. A hold requirement for shares held by Directors was recently added to the policy. This is described in detail in the Remuneration Report as contained within our annual report. We added this requirement to ensure we are in sync with global standards and in accordance with third party vetting. Again, the company recognises that our overall remuneration may not align with Australian norms however, while we acknowledge this we must accept that we compete on a global level for talent, all talent. This is the key reason why we have the policy as described and implemented. Thank you for allowing me to make these general statements.
We have all suffered a significant decline in our shareholder value. Have the Directors considered considered deferring some of their remuneration so that they too share in the pain? Such an action would send a strong message to shareholders demonstrating faith in the future of the company by not diminishing the remuneration flowing to Directors.
Antonio - the first part of that question was have we considered it? The answer is yes and that conversation continues.
What has Pia Turcinov done for BrainChip?
Antonio - I’ve personally sat on 9-10 boards in my career and in various capacities. And in my opinion the best boards are those that have a, and I’m not going to use the word diversity, they have a completely different scope of experience and a completely different perception on how to approach business. Some people on our board like myself are completely tech focused, I am 100% tech focused. Other people on the board come from other industries with different approaches in terms of how they say things and how they bring things to market, and I’m not talking about a technical person, a finance person, a legal person, a HR person, whatever. I’m just talking about people that bring different perspectives and unique approaches to the marketplace, and unique approaches to BrainChip. Pia is an incredibly valued member to our board because what happens a lot of the time, look whenever you point a finger there’s three pointing at yourself, I’m very quick to instantly gravitate towards the tech side of the business, why we do things in tech and this is it, this is how you handle anything in tech whether it’s HR, whatever. And then I rely on the other board members to quite frankly feel me in from a legal stand point, feel me in from a governance standpoint, feel me in from a broad public relations standpoint as you mentioned earlier. Pia brings those perspectives to us. Pia is a counter balance on the board that is incredibly vital, she has an enormous amount of perspective, an enormous amount of experience and most importantly brings an enormous amount of credibility and respect and people listen to her. And I have to admit I gravitate toward people like that, she commands a presence in the board and when she speaks people listen and I think BrainChip is extremely lucky to have her and that is my opinion. And what is great is as shareholders you guys get to decide for yourselves but I love the fact that Pia is on this board and to be honest with you I look forward to maybe serving with on a board with her in another capacity, in another company.
How has Mr Van Der Made found the transition from executive to non executive Director in the last year? Does he still maintain an office in the company? And what are his plans with his shares int he company, is he a long term holder?
Peter Van Der Made - I am absolutely a long term holder. I have confidence in the company and what Sean has said today highlights my confidence in the future of the company. I think the transition of me as CTO to retirement has been very smooth, I think Tony (Dr Lewis) is extremely capable and brings a new fresh perspective to the company which is very valuable.
Does the board anticipate further share dilution in the future?
Antonio - the only issue with that question is are we expecting some dilution in the future? I would have to be the dumbest chairman of all time to say no we don’t expect further dilution in the future so I’m not going to say that. As we go forward depending upon how we progress our 3.0 architecture which is going to come beyond that, where we stand with licensing, you we have to basically keep all venues open with respect to how we’re going raise capital for the company. So do I anticipate it? No I’m not anticipating it but could it potentially happen and would it be fair to expect it to happen? yes there’ll be some dilution. So that may sound like a long winded answer but it’s the practical answer, it’s the sensible one, I’m not going to lie.
Seeking to refresh 15% capacity at AGMs sends a signal that the company prefers non pro rata capital raisings which are generally unfair to retail shareholders. When is the company next going to do a share purchase plan offer?
Sean Hehir - there are no plans to do a share purchase plan at this time.
Shareholder again - you’ve been using LDA to selling off shares, why don’t you offer it to shareholders? You’re paying $500-600,000 to LDA to sell the shares to raise the capital, why don’t you just put them on the market yourself.
Ken Scarince - were reviewing a number of different options to raise capital, we always are. Some of them do include opportunities for share purchase plans, we haven’t moved forward with one yet, we haven’t felt it was the right opportunity but it’s being considered. It’s a more complicated raise which is one of the reasons why we haven’t done it currently but Tony Dawe keeps us informed and that’s one of things that he hears about a lot so I will just say that a number of the opportunities that we are currently reviewing include that kind of an opportunity.
Steve Leiebiscond (former director of the company and a large shareholder) - a SPP was done in the early days post the RTO and it was very challenging to get that across the line. That was some time ago. Secondly when you have 45,000 shareholders which is a significant number (inaudible) the take up is very low so it is a difficult exercise to perform and I think the cost benefit etc with all the regulations and paperwork required I think it is something to consider but until we do have a change .. effectively we have four groups that represent 25% of the company and I’d say of those four I know of two that will not contribute to a raise, it just makes it challenging so there’s a time and place for everything.
Antonio’s closing speech.
I want to extend out thanks, not just for attending but for your continued support of BrainChip and the mission that were on. One quick side comment that I feel like I should communicate and that is there’s not a single member of the board of this company, let alone the executive team, that is ever going to take a position that “we are right, this the is the way it’s going to be” and just lock ourselves in concrete. We’ve made some mistakes like any company, I don’t care who you are, I laugh when I hear people talk about how they believe they always make the right decision and everything is absolutely on par and that’s not the way it works. That is not the way it works. And the reason that’s not the way it works is because we’re a collection of humans that have differences ideas and different approaches and the trick to being successful is to come together and to execute on a vision, execute on a purpose and that’s what BrainChip is doing. BrainChip takes the approach that we always want to take a couple steps forward and you know what if we take a step,backward that’s fine, then take a quick step forward. And the way you operate effectively in that matter is through communication. I do want to acknowledge Mr Leibesconds comments, I want to acknowledge it in the context that we try and be open, we hear what people are saying, we do. Now what I don’t appreciate is when someone says we are not listening. There is a reason why we do things and there is a collective manner in which we make decisions, but we absolutely do listen. Tony Dawe heads up our investor relations, his door is always open. We will take that feedback, I will do everything in my power to answer every single question that comes through from every single shareholder. I do my best to figure out how there can be 30 hours in the day instead of 24 and I will continue to do that and that is my commitment to all of you as shareholders of the company . Sean is at a completely different level, this guy has figured out how to get 50-60 hours in a day and he never sleeps, and he does that on behalf of his commitment to the company and his commitment to the shareholders. Does he get everything right? No, trust me I’m the first person there to tell him when he messes up. Hey that’s my job and I love doing it. And he in turn will come back and tell me I’m full of crap, that’s just how it works. At the end of the day cream rises to the top and that’s the mission that we’re on. And I just want to say thank you to the shareholders because 3 years ago when I came into the company I was faced with a daunting task and that was “wow I think we need to turn over this architecture in order for us to position it better in the marketplace”. Great technology, not a good product. And I don’t mean that in a derogatory way , when I say not a good product I mean it’s difficult to sell, it’s difficult to place, it’s difficult to get people to integrate it, it’s difficult to get people to model it, it’s difficult to get people to overcome the norms that they’re used to in terms of how they put technology to market. And that required change. And I had to find somebody who was up for that task to drive that change, that’s that guy (Sean), and he has come in and he has done that and we’re in the midst of that right now. And if you’re sensing some kind of excitement in me it’s because, again, we’re seeing the progress. Now I know there’s some of you out there who don’t see it yet, I’m not trying to pull the wool over your eyes. But in the end of the day I challenge you, look at how far we’ve come, look at the evolution of the technology, look at what we are putting into the marketplace, and if that doesn’t make sense to you, if that doesn’t align with you, if that is something that is not sitting well with you, life is too short, put your time and effort and your money into something else. Because if you don’t believe us that’s a problem. And if 51% of you don’t believe us that’s a bigger problem. So I’m genuine when I say that. We’re on a mission to drive change, we’re making that change happen. We recognize the pace needs to be stronger, we know we’re going to make some bumps along the way, we heard the message. The message loud and clear out of this AGM for me is we need to do a better job on PR in the communications front, I keep hearing that. And we are going to go back to the drawing board so at next years AGM you don’t stand up and make that same comment. That’s what I’m taking away from this AGM. Thank you.
Sean Hehir closing comment
I want to thank everybody again for their support, I feel it every day so thank you very much.
SpaceX
