Having seen the proposed Board additions and the shuffle of Bane and Joel, I think I'll sit this one out until ASIC has gone through them.
Michael Friklas' experience is a strong positive as is the fact that he seems to have agreed to accept options at today's SP in lieu of a cash salary, but GSW's business is still a bit unclear for me. I'll stick to buying puts and calls on the 4x China bull ETF for my daily dose of volatility. It's easier to pick.
Oddly - this is on the AFR site, but not the ASX site:
GetSwift Appoints New Board MembersGetSwift Limited (ASX: GSW) (‘GetSwift’ or the ‘Company’), announces that as a part of its ongoingprogram to continually develop its governance practices as it grows, it has appointed Michael Fricklasand David Ryan, AO, to its Board of Directors.Mr. Fricklas and Mr. Ryan are seasoned directors with extensive and distinguished governance,executive and public company experience, and will be independent non-executive directors on theBoard. Mr. Fricklas will serve as the Board’s new Independent Chairman.Mr. Fricklas is the Chief Legal Officer of Advance Publications, a diversified privately-held companythat operates and invests in a broad range of media, communications and technology businessesglobally, which employs over 14,000 people in 12 countries. Advance’s asset portfolio includes CondéNast’s global magazine and digital brand portfolio and it is one of the largest shareholders in CharterCommunications and Discovery Communications. Previously, Mr. Fricklas was General Counsel ofViacom. He joined Viacom in 1993 and became its General Counsel and Secretary in 1998. AtViacom he led dozens of M&A transactions and financings aggregating tens of billions of dollars. Healso led/participated in tens of billions of capital raising transactions and successfully handled anumber of significant litigations, including securities class actions and antitrust matters. As GeneralCounsel and Secretary to the Board of Directors, he was responsible for Viacom’s governance andlegal matters. In addition, his responsibilities included serving as a member of the Board of Directorsof Blockbuster Entertainment, a publicly traded subsidiary of Viacom, and for management oftechnology, real estate, risk management and compliance matters with significant involvement ingovernment affairs. He created Viacom’s cybersecurity governance program as well as initiated andmanaged privacy and antipiracy operations. Prior to that he was Vice President and General Counselof Minorco (U.S.A.) Inc. and practiced securities and mergers and acquisitions law at Shearman &Sterling, and technology and venture capital finance law at a predecessor firm of DLA Piper.Mr. Fricklas is a Senior Fellow at the Millstein Center for Global Markets and Corporate Ownership atColumbia University’s Law School, Member of the Board and Secretary of Jazz at Lincoln Center, amember of the Board of Overseers of Boston University and former president of the Association ofGeneral Counsel.Mr. Ryan previously held senior executive management positions in finance and investment banking,as well as being the Chairman or a Non-Executive Director of a number of listed public companies (including ASX 50 companies), including being the former Chairman of Transurban Group and retiringin November 2017 from his role as Non Executive Director of Lendlease Corporation Limited, whereMr. Ryan was the Chairman of the Risk Management and Audit Committee over the last decade.Mr. Ryan has been immersed in all aspects of corporate life, and was awarded an Order of Australiafor his services to business. From a corporate activity viewpoint, he has been actively engaged inmergers, acquisitions, divestments, initial public offerings, restructuring, equity and debt financingsand raisings, including heavily structured recourse and non-recourse transactions. In many cases hehas been the Chair of the Due Diligence Committees that were formed to provide assurance andverifications to the stakeholders of these processes. Mr. Ryan is currently a Non-Executive Directorof GTN Ltd, Chairman of Sunshine Coast Destination Limited, Non Executive Director of SunshineCoast Airport Pty Limited, a Non-Executive Director of First American Title Insurance Company and aNon-Executive Director of First Mortgage Services Pty Ltd.A general meeting of shareholders will be called and held within 3 months to set an appropriatemaximum aggregate fee pool for non-executive directors as required by the ASX Listing Rules, giventhat the fee pool has not been approved by shareholders since the time of listing. The company alsointends to offer options to the non-executive directors (or their associates), which will be put to thatmeeting for approval. Details of the proposed equity issue are set out in the annexure to thisannouncement.Board role changesAs part of Mr. Fricklas assuming the Independent Chairman role, Bane Hunter will step down asExecutive Chairman and remain an Executive Director on the Board. Mr. Hunter will assume the roleof Chief Executive Officer of the Company. Joel MacDonald will assume the role of President ofGetSwift and remain an Executive Director. Mr. Fricklas will Chair the Board’s new Remuneration andNomination Committee and Mr. Ryan will Chair the Board’s new Audit & Risk Committee."We're delighted to appoint Mike and David to the Company's Board of Directors," said Bane Hunter,Chief Executive Officer and Director of the Company. "Our new Directors have extensive governance,operational, and M&A experience with leading global public companies and have served withdistinction. We have worked with both of our new directors as consultants to the Company for thepast few months prior to their appointment, as they learned more about us, and us about them. Wefeel that not only is the experience right, but the chemistry is right, to assist us with both our growthand our implementation of the more sophisticated governance practices of larger companies. We areall looking forward to working together to make GetSwift the most successful company in its field."
Annexure: Proposed equity grantSubject to receiving shareholder approval, GetSwift proposes to issue an aggregate 3,300,000 optionsto subscribe for one fully paid ordinary share each in the capital of the Company (Options).These Options are intended to be offered to Mr. Fricklas (3,000,000 Options) and Mr. Ryan (300,000Options) or their associates, consistent with US market practice for emerging growth companies. Inthe case of Mr. Fricklas, the Options will be in lieu of any cash payments for the three year vestingperiod.In accordance with commentary in the ASX Corporate Governance Council Principles andRecommendations, these securities issued to non-executive directors will not have performancehurdles. Further, they will not vest if the recipient ceases to be a director of the Company.The Options will be granted no later than 1 month following shareholder approval, with an exerciseprice for each Option being the 30 day VWAP for shares in the Company immediately prior to the grantdate.Over 3 years, the Options will vest in equal quarterly instalments, but they may only vest if at the timeof the applicable vesting the recipient is still a director of the Company. The Options expire 10 yearsafter their issue date.Adjustments to numbers of options and exercise price are only as permitted under ASX Listing Rules.If the shares resulting from the exercise of the options are issued and not transferred, the Companywill immediately apply for quotation of the shares. The Option terms will include acceleration of vestingfor change of control or liquidity events. Options are not transferable prior to vesting, other than toestate planning vehicles. At the request of the Option holder and subject to all applicable law, optionsmay be net exercised.- ENDSFurther Information:Media enquiries: Tony Gray:
[email protected] enquiries:
[email protected] Secretary: Sophie Karzis: E:
[email protected] T: +61 3 8622 3351
