Quarterhill Inc T.QTRH

All the text on Paul Hill/John Rim termination

[buckon]

There is one big question...why is this being raised now and not in December.  The doc is 10-Mar-2021 (https://sedar.com/GetFile.do?lang=EN&docClass=10&issuerNo=00009395&issuerType=03&projectNo=03189682&docId=4913304)

Pursuant to Mr. Hill’s employment agreement, if his employment were terminated without cause (including by constructive dismissal), Mr. Hill would be entitled to payment of $1,000,000 as a lump sum plus a pro rata portion of Mr. Hill’s target at-risk annual incentive cash bonus to the date of termination, with all awards under the Equity Plan held by Mr. Hill at such termination treated as required under the terms of the Equity Plan.

In addition to certain other covenants made by each Named Executive Officer, upon any termination of employment, each Named Executive Officer has also agreed to: (a) not reveal any of Quarterhill’s confidential information following such termination; (b) not, directly or indirectly, induce any employee of Quarterhill to leave the employ of Quarterhill for 2 years (1 year for Mr. Cortens) following such termination; (c) be available following such termination to assist with the orderly transition of their roles, duties and responsibilities with us to their successor(s); (d) cooperate with us in any litigation following termination; and (e) for Messrs. Cortens and Malhotra, not compete with the business of International Road Dynamics Inc. for 1 year following such termination. Further, each of Messrs. Hill, Rim and Malhotra have agreed not to work in any way, directly or indirectly, against Quarterhill or any of our subsidiaries in any negotiations or litigation for an indefinite time following their respective termination of employment.

If an Eligible Participant’s employment is terminated and that Eligible Participant is entitled to the minimum applicable statutory period of notice of termination pursuant to applicable law, then: (a) they may exercise their Options that were vested at the date of such termination prior to the earlier of the date that is 90 days following such termination and the date on which such Options expire; (b) a pro-rated portion of any unvested Share RSUs will immediately vest based on the number that would have vested on the next expected vesting date; (c) all other Awards will be forfeited; and (d) their eligibility to receive further Awards will terminate. If an Eligible Participant’s employment is terminated and that Eligible Participant is not entitled to the minimum applicable statutory period of notice of termination pursuant to applicable law (or a Director is terminated for breach of fiduciary duty), any Awards held by them will immediately expire and terminate.

BTW, John Rim's lump sum is $290,000.

[buckon]

so the cost of hill's termination is $1M plus at risk incentives, which he probably will earn, as much of the performance was based on acquisitions.  the options have already been accounted for when they were granted and do not involve any cash outlay by qtrh.

[223pershare]

Correct, options were expensed when awarded to Paul Hill. The issue I am trying to raise is the board of directors' oversight has lead to significant costs for the shareholders. Hill's and Rim's options meant dilution. Hiring Brett Kidd 18 months later lead to severance payment to Hill, and even more dilution for options to Kidd. Why is acceptable for the CEO and CFO to be changed

[v_guerriero]

It isn't really "one-time" expenses when this is the third  CEO in three years. It should be embedded as an ongoing cost of the Board's mismanagement, treating the CEO as a "one-year stand". It just gets more expensive each time as Paul Hill negotiated a better deal for himself vs the last CEO. Raising this now is well timed as all of these expenses wil be

[buckon]

223, no question refreshment on the board is overdue - both to address staleness and bring in its expertise.  in broad strokes, the decision to sell wilan and become a pure play its company was the trigger to change leadership. hill was a transititory ceo, not temporary as has been posted.  the board concluded that the cost of delaying the move to pure play was greater than the benefits

[223pershare]

Per Buckon:   "no question refreshment on the board is overdue - both to address staleness and bring in its expertise."  Amen! In my opinion, the staleness stage was many years ago, as there are now green spots on this reduced loaf of bread. Re Ip - the board, not management sets the strategy. They have set for ITS now, but set for IP years ago. It has not worked out

[maxxprophet]

I can only speak for myself, but I know many others have for years tried to vote the names you mention - plus some others - out of the picture, but we as retailers have little clout when voting time comes. This begs the question - why do the institutions keep on voting them back in. Re Fattouche: I've always given him a pass, as he was one of the inventors,  along with Hatim Zaghloul

[Joey67]

This post has been removed in accordance with Community Policy

[223pershare]

Maxprophet said "Re Fattouche: I've always given him a pass, as he was one of the inventors "  Ok, maybe for a year or so. But he likelygot some of his shares from that.  Do the best companies put their chief tecnology person on the board. No. No. No. Passes have cost shareholders $. Lots of $. What other boards is Fattuche on that tell you Fattouche is a value creator