All of the following are just my humble opinions.
It is misleading to call these performance options. They are performance shares. They are freebies in exchange for a certain level of performance.
For incentive options to be aligned with the interests of shareholders, then the strike price must be higher than the current share price. This is how incentive options should be. The directors will be rewarded, but only if the shareholders are rewarded.
For the options to vest, the bar has been set extraordinarily low. These are in effect freebie shares.
When the vesting conditions have been satisfied and the freebies have been issued, there is nothing in the current motions to prevent yet another round of freebies (masquerading as performance options) from being issued. These options could vest very early in the 5-year period. So, in a year's time shareholders could be asked to approve yet another tranche of "performance options". And so on, year after year. If this was not so then the motions would clearly state that there will be no further performance options or shares issued to directors for at least 5 years.
In summary, I think that if these motions are passed then there would no longer be any point in investing in DRO because there appears to be an intention that directors will get most of any profits that are made by DRO. In other words, if these motions are passed, shareholders who are the ones who are taking all of the risk will effectively be shooting themselves in the foot.
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