BOARD OF DIRECTORS - 2020 to 2024 (for context @koenermann)
Dr Paul MacLeman - Executive Chairman (retired just before the 2024 AGM - now replaced by Phil Lynch)
Dr David Foster - Executive Director (CEO and MD)
Dr David Brookes - Non-Executive Director (retired Sept 2024 and replaced by Chris)
Mr Albert Hansen - Non-Executive Director
Dr Anna Lavelle - Non-Executive Director (retired just before the 2024 AGM)
KEY EVENTS
1)[ASX replacement Ann.16 Nov 2023] At the 2023 AGM, the remuneration report was voted down in 2023 (90% against). This suggests shareholders wanted to renew the board. That was the first strike (under the 2 strike rule).
2)[ASX Ann. 19 September 2024]. Dr David Brookes retires - Christopher Ntoumenopoulos comes in. "... Mr Ntoumenopoulos’ appointment is part of the Company’s ongoing Board review and renewal process and in tandem Dr David Brookes will retire from the Board to focus on other business activities....".
3) [ASX Ann. 11 November 2024]. Dr Paul MacLeman and Dr Anna Lavelle to retire post AGM. It seems that, as the 2024 AGM got close and the proxy votes came in, the Directors affected (3 of them) would have seen or been told that the results were looking bad, prompting two of the 3 affected directors to withdraw that late - just 10 days before the AGM. "... Given the board changes, Resolutions 3, 11 and 13 at the 2024 Annual General Meeting Notice of Meeting which is being held on Tuesday, 19 November 2024 at 9:00am (AEDT) relating to Dr Paul MacLeman and Dr Anna Lavelle will be withdrawn. Any votes submitted on Resolution 3, 11 and 13 will be disregarded and shareholders are not required to do anything further...". The 3rd affected Director, Albert Hansen, decided to hang on. Note: Dr Paul MacLeman - Executive Chairman, was retiring his Directorship at the 2024 AGM by rotation, but eligible for re-election and had offered himself for re-election.
4) [ASX Ann. 15 November 2024]. Phillip Lynch appointed Executive Chairman, replacing Dr Paul MacLeman.
5) [ASX Ann. 19 November 2024]. The AGM. The remuneration report was voted down again (90% against). The 2nd strike. Further, resolutions relating to Albert Hansen (share and options awards) were all lost 90% against. The resolution to spill the board was passed. The MD is excluded. So, it is only Albert, a retired Captain of the U.S Army Special Forces, is the target for a spill!
THIS IS NOT GOOD! (I previously wrote the following so I will just copy and paste)
Albert Hansen holds 11,104,034 shares (11+ million), representing 7% of the issued shares (156 million). At 20c per share, his holdings are worth over $2 million; at 10c per share, they are worth $1 million. He is a significant holder!
His share purchases have been notably more substantial than those of other directors. He is/was committed!is
His background as a retired U.S. Army Special Forces Captain raises the question of whether it is him who positively influenced the company’s relationship with U.S. military stakeholders!! The relationship has been brilliant - we can do a trial and finish dosing in no time! That includes infecting the subjects with dangerous viruses, just to see how sick they become! An acrimonious departure by Hansen could have adverse consequences: were he to offload his holdings, or strain relationships with key U.S. connections.
JUSTIFIED? Perhaps! (I do not know how the results compare to others), but a look at the Performance Metrics and Option Forfeitures in the 2023 and 2024 reports revealing: There was a significant number of options forfeited in 2023 and 2024, with a 66% forfeiture rate in 2023 alone, suggesting a a failure to meet the KPIs tied to these options, which means underperformance! They set the KPIs!
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