Ann: Executive Management Update, page-17

Can't have been too fiery as the board, probably BS himself, wrote very positively about his past performance and legacy - not just boilerplate, and they are keeping him around to the end of April.

Might very well have some odds of hinting at the business outlook. But equally his incentives are probably underwater, and motivation is lowered by that.

Suspect BS is very pushy and persuasive and capable. Might make some things happen.

Incentive details from last AGM:

The number of PRSUs have been calculated by dividing Mr English’s
maximum long-term incentive opportunity ($1,000,000) by the VWAP of
Megaport Shares over the 10 trading days prior to the start of the
performance period (1 July 2022) ($5.332). Megaport attributes a value of
$1,000,000 to the PRSUs on this basis.
PRSUs have been selected as they provide Megaport Share price
alignment between Mr English and shareholders without the benefits of
Megaport Share ownership until performance conditions are met.
The PRSUs will vest subject to meeting the performance conditions
outlined below, which will be tested at the end of a 3 year performance
period (1 July 2022 to 30 June 2025). Details on specific targets will be
disclosed retrospectively in the relevant remuneration report, once the
awards have been tested.
i) EBITDA target (25%)
Up to 25% of the PRSUs vest if Megaport meets the below EBITDA
targets.
Megaport’s EBITDA
performance

% of PRSUs that vest for this
measure
Less than threshold performance 0%
Threshold performance 50%
Between threshold and stretch
performance

Straight line pro-rata vesting
between 50% and 100%
Stretch performance 100%
The Board reserves the right to adjust the vesting outcome in relation to
merger and acquisition activity or other corporate actions which
significantly impact EBITDA.
ii) Customer growth (25%)
Up to 25% of the PRSUs vest if Megaport meets the below customer
growth targets.
Megaport’s customer growth
performance

% of PRSUs that vest for this
measure
Less than threshold performance 0%
Threshold performance 50%
Between threshold and stretch
performance

Straight line pro-rata vesting
between 50% and 100%
Stretch performance 100%
iii) Relative TSR (50%)
Up to 50% of the PRSUs vest if Megaport meets the Relative TSR targets
below, assessed against the S&P/ASX All Technology Index (XTX) peer
group.
Megaport’s Relative TSR
performance

% of PRSUs that vest for this
measure
Less than index performance 0%
Meets index performance
(threshold)

50%

Between threshold and stretch
performance

Straight line pro-rata vesting
between 50% and 100%
Stretch performance 100%


Date Megaport will grant
the PRSUs

Assuming Resolution 5(a) is approved by shareholders, the PRSUs are
proposed to be granted as soon as practicable following the Annual
General Meeting, but in any event no later than three years after the
Annual General Meeting.
Issue price No amount is payable for the grant of the PRSUs.
Summary of material
terms of the ESP

Refer to the summary of the material terms of the ESP contained in
Annexure A (which also includes a summary of the material terms of the
proposed PRSU grant under Megaport's PRSU program the subject of
Resolution 5(a)).
No loan No loan will be made to Mr English in relation to the acquisition of PRSUs
the subject of Resolution 5(a).