Wellgreen CompensationHere is the wording regarding SARs (directly from the Wellgreen Information Circular):
SARs plan The Corporate Governance, Compensation and Nominating Committee has the right, subject to the paragraphs below, to grant to any Eligible Person SARs, with the specific terms and conditions thereof to be as provided in the Share-Based Compensation Plan and in the award agreement entered into in respect of such grant.
A SAR will entitle the Participant to receive from the Company the number of Common Shares, disregarding fractions, as determined on the following basis:
Number of Common Shares = Number of SARs x (Current Market Price – SAR Exercise Price), less any amount withheld on account of income taxes.
The exercise price per Common Share under each SAR (“SAR Exercise Price”) will be the fair market value of the Common Shares, expressed in terms of money, as determined by the Corporate Governance, Compensation and Nominating Committee, in its sole discretion, provided that such price may not be less than the Discounted Market Price or such other minimum price as may be permitted under the applicable rules and regulations of all regulatory authorities to which the Company is subject, including the TSXV. Subject to the foregoing, the fair market value of any Common Share for the purpose of determining the SAR Exercise Price for any SAR will be, unless otherwise determined by the Corporate Governance, Compensation and Nominating Committee in their discretion, the trading price at which the Common Shares traded on the TSXV as of close of market on the day immediately prior to the date such SAR is granted.
Since the Market Price and SAR Exercise Price are both at $0.57, then no new common shares will be awarded at this time.
Of the 3,740,000 SARs outstanding, 2,750,000 were awarded to the follow people:
G. Johnson: 1,000,000
J. Mason: 600,000
J. Sagman: 600,000
M. Manternach: 200,000
W. Hall: 200,000
M. Sylvestre: 150,000
As for the vesting: 75% have vested since January 15, 2014. The remaining 25% will vest July 15 of this year.
As for annual salary, this is what I could track down:
G. Johnson $375,000
J. Mason: $280,000
J. Sagman: $342,000
We need to have nearly $1,000,000 to keep these guys around. That is excluding Rob Bruggeman and Samir Patel, who are also part of the management team.
These 5 men owe the company $857,500 (loan for the private placement) to be paid as follows:
G. Johnson $280,000
J. Mason: $227,500
J. Sagman: $227,500
R. Bruggeman: $70,000
S. Patel: $52,500
Each of the above owe 50% on March 31st 2015 and the other half is due June 30th 2015
My guess was that these guys were planning on getting common shares for their SARs, selling them, then using the proceeds to pay the loan due to the company. With the share price where it is, my guess is that they will extend the loan again. The loan was originally due to the company on December 31, 2014 (I think).
The institutions smell blood and are looking to get their shares cheap because we've openly stated that we need more money..... for various reasons.
HB