Ann: Additional response to articles in 'Margin Call', page-203

Summary of key terms of Mr. Raote’s employment
Commencement Date 29th July 2022

Term
Appointment on an on-going basis subject to termination by either party.

Fixed Annual Remuneration Gross Base Salary: $US 450,000 per annum
401(k): 4% matching employee contributions based on salary

Short Term Incentive •Annual Bonus of up to fifty percent (50 per cent) of gross Base Salary, dependent upon performance against Revenue/ EBITDA/ ESG/ Diversity hurdles/ OH&S etc, to be agreed. •If PolyNovo acquires another entity, the Company will review the Revenue/ EBITDA/ ESG/ Diversity hurdles mid-year for that year’s Annual Bonus. •The Annual Bonus shall be determined after the Annual Audited Accounts have been signed and is also subject to Board approval. •The first Annual Bonus shall be payable on a pro rata basis after the end of the fiscal year ending June 30, 2023.•Each Annual Bonus shall be payable in two halves: •half (50 per cent) shall be paid as taxable salary and•half (50 per cent) shall be paid in free PolyNovo shares to an equivalent value, calculated using the 30-day Volume- Weighted Average Price (VWAP) as at the date that is 30 days after the announcement of Company's financial results. •Free Shares awarded as part of the Annual Bonus will be in escrow for 12 months.

Long Term Incentive •Five Million (5,000,000) Options•The Exercise Price is the share price at the close of trading on the date the company receives the signed employment agreement. •Options allocated over five years in equal tranches of one million (1,000,000). •Each tranche of one million (1,000,000) Options cannot vest or be exercised until after the anniversary of the commencement of employment each year and until such time as Shares in PolyNovo have been trading 30 continuous days at premium to the Exercise Price detailed belowTranche 1: 50 per cent or greater than the Exercise price, but cannot vest until the first anniversary of employment and must vest before the three (3) year anniversary of employmentoTranche 2: 75 per cent or greater than the Exercise price, but cannot vest until the second anniversary of employment and must vest before the four (4) year anniversary of employmentoTranche 3: 100 per cent or greater than the Exercise price, but cannot vest until the third anniversary of employment and must vest before the five (5) year anniversary of employmentoTranche 4: 150 per cent or greater than the Exercise price, but cannot vest until the fourth anniversary of employment and must vest before the six (6) year anniversary of employmentoTranche 5: 200 per cent or greater than the Exercise price, but cannot vest until the fifth anniversary of employment and must vest before the seven (7) year anniversary of employment•Options only vest when both exercise conditions have been satisfied.•60 per cent of the Shares issued on the exercise of Options will be escrowed for twelve (12) months.

Termination and Notice
Termination can be made by either party at any time for any reason upon ninety (90) days’ notice, other than termination for cause where PolyNovo must provide Mr. Raote at least thirty (30) days to cure unless the facts and circumstances underlying such termination are not able to be cured.

Just a reminder. Above is an extract of SR employment terms announced by PNV on 29/7/2022.

SP then was around $1.50-1.80. (?). FY22 Revenue: around 42mill. Growth at around 48%.
Before the current saga, SP was $2.00-2.10. (?) Revenue 1H25 close to 60mill. Growth for 1H25 is at 28%. 2H25 (??).

My high level simple summary of current PNV's CEO:

30+ years experience in health care. Brought out of retirement to join PNV.
At joining PNV, he claims he " know how to lead the company into the new phase of accelerated growth and geographical expansion."

SR remuneration works out to be roughly close to A$60,000 per month plus all the short and long term incentives offered.
He does not own any PNV shares.

He runs PNV from Florida(?) i.e. WFH to manage a company 15000km away with more than a hundred employees. He is CEO for just over two and a half years. Since his tenure, there was no significant new products release except MTX which is a modified form of BTM(?).
India is his trusted pet project. No significant news nor revenue(??) from there although it is one of the biggest market for BTM.
I have not seen any reported sales/promotional seminars that SR had done. I could have missed them. Hence, I have not mentioned any.
If you know of any, please share details in forum.

I am sure there are other obvious CEO duties that he performs but I am not listing them down here.

There were lots of highly charged emotional discussions as to whether SR should stay or leave. Many took side either way.

Putting all personal emotions aside. Purely From a business point of view, my question is: Do you want to keep SR as CEO and why?
Please only contribute/discuss if you think you have valid and useful points to make. That is, pros and cons opinions that can help others to look at the present state of PNV in an objective manner.

If you have any private agenda, please leave.
All civilized discussions are respected and appreciated here. Do not use this as a battle ground.

p/s The figures i quoted above are best to my knowing. If they are wrong, please feel free to correct them(in a polite manner)