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QORIA LIMITED — Remuneration Information 2021
May 5, 2021
65649_rns_2021-05-05_d61dfaec-25e1-4c46-9da6-c2b1ddaab329.pdf
Remuneration Information
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CHANGES TO DIRECTOR REMUNERATION
Family Zone Cyber Safety Ltd (ASX: FZO, Family Zone or the Company), supporting and protecting every child's digital journey, sets out in this announcement the establishment of a new executive remuneration incentive scheme (Remuneration Incentive Scheme) and changes to the remuneration packages of the Managing Director Tim Levy and Executive Director Crispin Swan under the Company's new Remuneration Incentive Scheme. In addition, equity based remuneration for the Non-Executive Chairman Peter Pawlowitsch.
Remuneration Incentive Scheme
The Company has recently established a new executive remuneration framework to apply with effect from 1 July 2021 thorough to 30 June 2023. The Remuneration Incentive Scheme has been developed taking into account the size of the Company's business and executive team, the nature and stage of development of current operations, market conditions and comparable salary levels for companies of a similar size and operating in similar sectors.
The Remuneration Incentive Scheme comprises the following key components:
- Fixed Remuneration or base salary is pay linked to the present value of the executives roles and is payable in cash.
- Short Term incentives which are broadly linked to the delivery of annual operational objectives and is payable in equity only.
- Longer Term Incentives have been set by the Board for the next 2 years and will be linked to delivery of the Company' key strategic objectives under its business plan as well as growth in Shareholder value over the current term of the Remuneration Incentive Scheme and is payable in equity only.
● Reward Incentives which are linked to the delivery of longer term shareholder performance and is only payable in equity.
Further details on the new Remuneration Incentive Scheme are set out in the Company's Notice of General Meeting dated and lodged with ASX on 6 May 2021.
Changes to Executive Service Agreements and Remuneration
The Company has entered into new executive service agreements with Managing Director, Tim Levy and Executive Director, Crispin Swan. These new agreements have been adopted to replace the existing executive service agreements which have been in place since prior to the Company's listing on ASX in August 2016 and to provide for the changes to Messrs Levy and Swan's remuneration in line with the newly adopted Remuneration Incentive Scheme.
A summary of the key terms of the executive service agreements (including changes in remuneration) is set out in Annexure 1.
Chairman Reward Incentives
The Company proposes to issue 3,000,000 Director Options (comprising 750,000 Tranche 1 Director Options, 750,000 Tranche 2 Director Options and 1,500,000 Tranche 3 Director Options) to Non-Executive Chairman, Peter Pawlowitsch as a reward incentive under the Remuneration Incentive Scheme. The Director Options are exercisable at $0.50 each on or before 30 June 2025 subject to the achievement of various share price vesting targets, outlined in the Annexure 2, linking his remuneration directly to the delivery of longer term shareholder value.
All security incentives proposed to be issued to Directors are subject to Shareholder approval at a General Meeting to be held on 9 June 2021. For further details please refer to the Notice of Meeting dated and lodged with ASX on 6 May 2021.
This announcement was made on 6 May 2021 and authorised for release by the Family Zone Board
For more information, please contact:
Tim Levy Managing Director [email protected] +61 413 563 333
Tim Dohrman Investor Relations [email protected] +61 468 420 846
Family Zone Cyber Safety Limited 945 Wellington Street West Perth, WA 6005
About Family Zone
Family Zone is an ASX listed technology company focused on cyber safety. Meeting a growing demand to keep kids safe online and manage digital lifestyles, Family Zone has developed unique and innovative cloud-based solutions which combines Australian innovation with leading global technology.
To learn more about the Family Zone platform and the Company, please visit www.familyzone.com.
ANNEXURE 1 : EXECUTIVE SERVICES AGREEMENTS
The material terms of the Executive Service Agreement with Tim Levy are summarised below
| Effective Date | 1 July 2021 | ||||
|---|---|---|---|---|---|
| Base Salary | Fixed salary of $375,000 per annum plus $25,000 statutory superannuation | ||||
| Performance Based Remuneration: | |||||
| Short TermIncentive: | Mr Levy is entitled to receive, subject to Shareholder approval●1,000,000 STI 2022 Performance Rights; and1●1,000,000 STI 2023 Performance Rights | ||||
| Long TermIncentive: | Mr Levy is entitled to receive, subject to Shareholder approval, 1,500,000 LTI1Performance Rights | ||||
| Reward Incentive: | Mr Levy is entitled to receive, subject to Shareholder approval●500,000 Tranche 1 Director Options;●500,000 Tranche 2 Director Options; and1500,000 Tranche 3 Director Options● | ||||
| Termination andNotice: | The Company or Mr Levy may terminate the agreement by providing 12months written notice. The Company may, at its own election, make paymentin lieu of notice or request garden leave for the notice period. | ||||
| The Company may terminate the agreement if Mr Levy is unable to performhis duties under the agreement due to illness for 3 consecutive months or anaggregate period of 3 months in any 12 month period. | |||||
| The Company may terminate Mr Levy's employment immediately withoutnotice or payment in lieu of notice in circumstances warranting summarydismissal at law. | |||||
| Mr Levy may terminate the agreement immediately by giving notice in theevent of a material breach of the agreement which is not rectified within 21days. In such circumstances the Company will be required to pay Mr Levy 12months base salary plus entitlements at the next pay period. | |||||
| Other Terms: | Mr Levy's agreement otherwise contains standard terms and conditions foragreements of its nature including confidentiality, intellectual propertyprotection, non-competition restraints and leave entitlements. |
Note 1: Refer to Annexure 2 for a summary of the terms of the Incentive securities proposed to be issued.
The material terms of the Executive Service Agreement with Crispin Swan are summarised below
| Effective Date | 1 July 2021 | |||
|---|---|---|---|---|
| Base Salary | Fixed salary of $375,000 per annum plus $25,000 statutory superannuation | |||
| Performance Based Remuneration: | ||||
| Short TermIncentive: | Mr Swan is entitled to receive, subject to Shareholder approval●1,000,000 STI 2022 Performance Rights; and1●1,000,000 STI 2023 Performance Rights |
| Long TermIncentive: | Mr Swan is entitled to receive, subject to Shareholder approval, 1,500,000 LTI1Performance Rights |
|---|---|
| Termination andNotice: | The Company or Mr Swan may terminate the agreement by providing 12months written notice. The Company may, at its own election, make paymentin lieu of notice or request garden leave for the notice period. |
| The Company may terminate the agreement if Mr SWan is unable to performhis duties under the agreement due to illness for 3 consecutive months or anaggregate period of 3 months in any 12 month period. | |
| The Company may terminate Mr Swan's employment immediately withoutnotice or payment in lieu of notice in circumstances warranting summarydismissal at law. | |
| Mr Swan may terminate the agreement immediately by giving notice in theevent of a material breach of the agreement which is not rectified within 21days. In such circumstances the Company will be required to pay Mr Swan 12months base salary plus entitlements at the next pay period. | |
| Other Terms: | Mr Swan's agreement otherwise contains standard terms and conditions foragreements of its nature including confidentiality, intellectual propertyprotection, non-competition restraints and leave entitlements. |
Note 1: Refer to Annexure 2 for a summary of the terms of the Incentive securities proposed to be issued.
ANNEXURE 2 : SUMMARY TERMS OF INCENTIVE SECURITIES PROPOSED TO BE ISSUED
A summary of the key terms of the incentive securities proposed to be issued to Directors under the Company's Remuneration Incentive Scheme are outlined below. Refer to the Notice of Meeting lodged with ASX on 6 May 2021 for full terms and conditions.
| Class of security | Exercise | Vesting Conditions | VestingDate | Expiry Date |
|---|---|---|---|---|
| STI 2022PerformanceRights | Each STI 2022 PerformanceRight will convert into oneShare for no considerationon exercise by the holderprior to the Expiry Date,once vested | If the holder remains in continued employment withthe Company until 30 June 2022, the 2022 STI PerformanceRights shall vest as follows(i)(PersonalScorecard)Iftheholderreceivesapositive"PersonalScorecard"(scorecardtobedeterminedbyagreementbetweentheCompanyandtheExecutive)forthefinancialyearended30June2022fromtheBoard for performance over the previous 12 months,50% of the STI 2022 Performance Rights shall vest.(ii)(QRRGrowth)IftheCompanyachieves50%growthinQuarterlyRecurringRevenue(QRR)from1April2022to30June2022comparedtothecorrespondingperiodinthepreviousyear,60%oftheremaining50%oftheSTI2022PerformanceRightsshallvest,withstraightlinepro-ratavestingforadditionalpercentagesofQRRGrowthupto100%from1April2022to30June2022comparedtothecorrespondingperiodintheprevious year. | 30 June2022 | 30 June2024 |
| STI 2023PerformanceRights | Each STI 2023 PerformanceRight will convert into aShare for no considerationon exercise by the holderprior to the Expiry Date,once vested. | IftheholderremainsincontinuedemploymentwiththeCompanyuntil30June2023,theSTI2023PerformanceRights shall vest as follows(i)(PersonalScorecard)IftheholderreceivesaPositivePersonalScorecard(scorecardtobedeterminedbyagreementbetweentheCompanyandtheExecutive)forthefinancialyearended30June2023fromtheBoard for performance over the previous 12 months,50% of the STI 2023 Performance Rights shall vest.(ii)(QRRGrowth)IftheCompanyachieves40%growthinQuarterlyRecurringRevenue(QRR)from1April2023to30June2023comparedtothecorrespondingperiodinthepreviousyear,50%oftheremaining50%oftheSTI2023PerformanceRightsshallvest,withstraightlinepro-ratavestingforadditionalpercentagesofQRRGrowthupto100%from1April2023to30June2023comparedtothecorrespondingperiodintheprevious year. | 30 June2023 | 30 June2025 |
| LTI PerformanceRights | Each LTI Performance Rightwill convert into a Share forno consideration onexercise by the holder prior | IftheholderremainsRightsshallvestforPerformance Rights vesting per Objective | incontinuedemploymentwiththeCompanyuntil30June2023,150,000LTIPerformanceeachOperationalMilestoneachievedby30June2023withamaximumof450,000LTI | 30 June 2023 | 30 June2025 |
|---|---|---|---|---|---|
| to the Expiry Date, oncevested. | Objective | Operational Milestones (to be achieved by 30 Jun 2023) | |||
| Expand Markets | ●Achievingrevenueofgreaterthan$500,000intotalpriorto30June2023inamarket other than USA, Australia or New Zealand. | ||||
| Expand Products | ●Launchofanewproductwhichgeneratesrevenueofgreaterthan$500,000intotalprior to 30 June 2023.●Launchofanewproductwhichachieves2.5%take-upbySchoolClientsinaparticular country. | ||||
| LaunchCommunity | ●LaunchofCommunityinamarketoutsideofAustralianandachievegreaterthan20% take-up by School Clients.●LaunchofCommunityinamarketoutsideofAustralianandachievegreaterthan30% take-up by School Clients.●LaunchofCommunityinamarketoutsideofAustraliaandachieve2%ofparentswithin all participating School Clients activatinga Consumer Account.●LaunchofCommunityinacountryoutsideofAustraliaandachieve5%ofparentswithin all participating School Clients activatinga Consumer Account. | ||||
| Make Sustainable | ●Achievequarterlyaveragedataandhostingcostsperstudentbelowtargetssetbythe Board.●Achieve quarterly Service Margin above targets setby the Board. | ||||
| ImproveRevenuesper Student | ●Achieve Average Revenue Per Student targets set bythe Board. | ||||
| Tranche 1DirectorOptions | EachTranche1DirectorOptionentitlestheholdertosubscribeforoneShareuponpaymentoftheexercisepriceof$0.50,anytimepriortotheExpiryDate, once vested. | and | The 20 day VWAP of the Company's Shares being greaterthan $0.90 by 30 June 2024The holder being continuously employed by the Companyon 30 June 2023 | 30 June 2023 | 30 June2025 |
| Tranche 2DirectorOptions | EachTranche2DirectorOptionentitlestheholdertosubscribeforoneShareuponpaymentoftheexercisepriceof$0.50,anytimepriortotheExpiryDate, once vested | The 20 day VWAP of the Company's Shares being greaterthan $1.45 by 30 June 2024andThe holder being continuously employed by the Companyon 30 June 2023 | 30 June 2023 | 30 June2025 |
|---|---|---|---|---|
| Tranche 3DirectorOptions | EachTranche3DirectorOptionentitlestheholdertosubscribeforoneShareuponpaymentoftheexercisepriceof$0.50,anytimepriortotheExpiryDate, once vested | The 20 day VWAP of the Company's Shares being greaterthan $1.90 by 30 June 2024andThe holder being continuously employed by the Companyon 30 June 2023 | 30 June 2023 | 30 June2025 |