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REG - Windward Ltd. - AGM Notice, Board Changes, Director/PDMR Dealings

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RNS Number : 0322L  Windward Ltd.  18 April 2024

18 April 2024

Windward Ltd.

("Windward", "the Company")

Publication of Annual Report & Accounts, Notice of Annual General Meeting,
Board Changes, Director/PDMR Dealings and Executive Director Remuneration

 

A.   Annual Report & Accounts and Notice of Annual General Meeting

Windward (https://windward.ai/)  (LON: WNWD), the leading Maritime AI
company, announces that its Notice of Annual General Meeting was posted or
otherwise made available to shareholders today, 18 April 2024.

In addition, the Company has today published its Annual Report & Accounts
for the year ended 31 December 2023, and an electronic copy of the Annual
Report is available on the Company's website at:
https://investors.windward.ai/investors/documents/

The Company's Annual General Meeting is to be held at Windward offices at
Mermaid House, 3rd Floor, 2 Puddle Dock, London EC4V 3DB on 20 May 2024 at 13
:00 (BST) (the "AGM"). Copies of the Notice of AGM are also available on the
Company's website  https://investors.windward.ai/investors/agm/

 

The Company is arranging a video conference facility to allow shareholders to
follow proceedings at the AGM remotely. The video conference facility will be
listen only, other than for Directors (if any attend remotely). The conference
call details will be published on the Company's website at windward.ai,
approximately 72 hours (excluding any day or part of a day that is not a
working day) before the date and time of the meeting and will also be included
in the AGM Statement announcement, which is expected to be issued at 07:00 on
the morning of the AGM.

Shareholders have the right to ask questions relating to the Resolutions at
the Annual General Meeting or by emailing their questions to the Company (at
legal@windward.ai) by no later than 13:00 (BST) on 15 May 2024. Answers will
be posted on the Company's website by no later than 18:00 (BST) on 16 May
2024.

Included within the notice of AGM is details of the remuneration of the
Company's chief executive officer ("CEO") and chief financial officer ("CFO"),
including salary, bonus and relocation costs for the Company's CEO, which is
subject to shareholder approval at the AGM as they constitute changes to their
remuneration. The notice of AGM also includes a new long term, performance
based share award for senior executives at the Company, including the CEO and
CFO (the "PSU Award").

B.   Board Changes

Windward (https://windward.ai/) is pleased to announce that Claire Perry
O'Neill has been appointed as a Non-Executive Director of the Company, subject
to approval by Windward's shareholders at the AGM to be held on 20 May 2024.

Claire will replace Shereen El Zarkani who will step down from the Board
immediately following the conclusion of the AGM. Shereen has served as a
Non-Executive Director of the Company since December 2021.

Claire had a 20-year career in consultancy and finance before entering UK
politics in 2010. She served as Minister for Energy and Clean Growth in the UK
Cabinet where she led the development of the UK's Clean Growth and Green
Finance Strategies and headed the UK CCUS taskforce and served as the first
President-Designate of COP26. Claire also created the global Powering Past
Coal Alliance (with Canada), negotiated the world's first public-private
Offshore Wind Sector Deal and brought forward the country's Net Zero
legislation in 2019.

She now co-chairs the Global Imperatives Advisory Board for the World Business
Council for Sustainable Development and serves as a main Board Director for
Occidental Petroleum, the Singapore Stock Exchange and Climate Impact X. She
is also a Senior Global Advisor for McKinsey and Company and NEOM and is an
investor and advisor across a global portfolio of clean tech companies.

Claire is a member of the UK Privy Council, a Fellow of the Royal Geographic
Society and the UK Energy Institute and is a Business Fellow at the Smith
School of Enterprise and Environment at Oxford University.

Lord Browne of Madingley, the Chairman of Windward Ltd. said:

As we announced today, Shereen El Zarkani will be stepping down from the Board
at the conclusion of the Annual General Meeting. On behalf of the Board, I
wish to express our gratitude for her service and wish her all the best for
future endeavours. We warmly welcome Claire O'Neill as a proposed board
director, confident in her potential to strengthen our board's capabilities.

The following disclosures in relation to Claire Louise Perry O'Neill (née
Richens) aged 60 are made in accordance with Schedule 2(g) and Rule 17 of the
AIM Rules:

 Current Directorships / Partnerships  Past Directorships / Partnerships (Last 5 years)
 Climate Impact X Pte. Ltd             Scottish Power Limited

 Occidental Petroleum Inc.

 Singapore Exchange Limited

 

 

 

C.   Grant of Restricted Share Units and Director/PDMR Dealings

The Company has granted up to 357,600 Restricted Share Units ("RSU") and up to
2,355,493 RSU's in the form of performance share awards ("PSU Awards") to
Directors and persons discharging managerial responsibilities ("PDMR") as set
out in the table below. The grant of the RSUs to the Chairman, the
non-executive directors and executive directors, including the quantum of such
grant, is subject to approval by Windward's shareholders at the Company's AGM
to be held on 20 May 2024.

Each RSU entitles the holder to one new ordinary share in the Company upon the
vesting conditions for the RSU being satisfied.

These RSUs (i) have a nominal or nil consideration, (ii) in certain
circumstances are subject to certain performance conditions and (iii) vesting
is subject to the relevant directors or employees continued employment, or in
the case of the Chairman and non-executive directors, continued service.

The grant of the RSUs is in relation to the year ended 31 December 2024. For
the Chairman and the Non- Executive Directors, the RSUs are an annual grant
that form part of their directors' fees, as set out in the Company's admission
document dated 30 November 2021. The grant of the RSUs to the executive
directors and Matan Peled are in relation to their annual bonus. The grant of
the PSU awards to the executive directors and Matan Peled are a one off grant.

Ami Daniel

In relation to the CEO, Ami Daniel, the conditional grant of RSUs is in two
parts:

On-target Bonus for 2024

Up to $250,000 total bonus target, 70% assessed against achievement of an
annual contract value ("ACV") target and 30% for achievement of an EBITDA
target for 2024. The On-target Bonus will be paid: 50% in cash, 50% in the
form of RSUs (up to 89,477 RSUs). The calculation for the number of RSUs was
based on the average of the closing Windward share price for the month of
January 2024. Overachievement of each of the foregoing parameters will result
in an additional pro-rated bonus up to a maximum amount equivalent to the
total 2024 annual Base Salary and will be paid in cash. The RSUs granted as
part of the On-Target Bonus will vest at the end of March 2025, subject to
continued employment.

Performance share units (PSU)

A grant of up to 1,177,747 PSU awards, structured as a nil cost share option.
The PSU award is subject to continued employment and the satisfaction of the
performance conditions. The PSU award will be measured over four years from 1
January 2024 to 31 December 2027, and vest subject to the following two
performance conditions:

a) 75% related to Total Shareholder Return (with a minimum threshold target of
10% per annum with 10% of the TSR award vesting and a maximum target of 35%
per annum with 100% of the TSR award vesting); and

b) 25% related to Revenue growth (with a minimum threshold target with 10% of
the Revenue growth award vesting and a maximum target with 100% of the Revenue
growth award vesting).

The TSR element of the PSU award will vest on January 1, 2028, and the Revenue
growth element of the PSU award will vest on January 31, 2028. There is no
vesting below the minimum threshold target and pro rata vesting between the
threshold target and the maximum target.

 

Ofer Segev

In relation to the CFO, Ofer Segev, the conditional grant of RSUs is in two
parts:

On-target Bonus for 2024

Up to $100,800 total bonus target, 45% assessed against achievement of an ACV
target, 25% for achievement of cash collection targets and 30% for achievement
of an EBITDA target for 2024. The On-target Bonus will be paid: 50% in cash,
50% in the form of RSUs (up to 37,278 RSUs). The calculation for the number of
RSUs was based on the average of the closing Windward share price for the
month of January 2024. Overachievement of each of the foregoing parameters
will result in an additional pro-rated bonus up to a maximum amount equivalent
to the total 2024 annual base salary and will be paid in cash. The RSUs
granted as part of the On-Target Bonus will vest at the end of March 2025,
subject to continued employment.

Performance share units (PSU)

A grant of up to 588,873 PSU awards, structured as a nil cost share option.
The PSU award is subject to continued employment and the satisfaction of the
performance conditions. The PSU award will be measured over four years from 1
January 2024 to 31 December 2027, and vest subject to the following two
performance conditions:

a) 75% related to Total Shareholder Return (with a minimum threshold target of
10% per annum with 10% of the TSR award vesting and a maximum target of 35%
per annum with 100% of the TSR award vesting); and

b) 25% related to Revenue growth (with a minimum threshold target with 10% of
the Revenue growth award vesting and a maximum target with 100% of the Revenue
growth award vesting).

The TSR element of the PSU award will vest on January 1, 2028, and the Revenue
growth element of the PSU award will vest on January 31, 2028. There is no
vesting below the minimum threshold target and pro rata vesting between the
threshold target and the maximum target.

 

Matan Peled

In relation to Matan Peled, the grant of RSUs is in two parts:

On-target Bonus for 2024

Up to $150,000 total bonus target, 20% assessed against achievement of an ACV
target, 30% for achievement of an ACV North American target and 30% for
achievement of an EBITDA target in 2024. The On-target Bonus will be paid: 50%
in cash, 50% in the form of RSUs (up to 53,571 RSUs). The calculation for the
number of RSUs was based on the average of the closing Windward share price
for the month of January 2024. Overachievement of each of the foregoing
parameters will result in an additional pro-rated bonus up to a maximum amount
equivalent to the total 2024 annual Base Salary and will be paid in cash. The
RSUs granted as part of the On-target Bonus will vest at the end of March
2025, subject to continued employment.

Performance share units (PSU)

A grant of up to 588,873 PSU awards, structured as a nil cost share option.
The PSU award will vest subject to continued employment and the satisfaction
of the performance conditions. The PSU award will be measured over four years
from 1 January 2024 to 31 December 2027, and vest subject to the following two
performance conditions:

a) 75% related to Total Shareholder Return (with a minimum threshold target of
10% per annum with 10% of the TSR award vesting and a maximum target of 35%
per annum with 100% of the TSR award vesting); and

b) 25% related to Revenue growth (with a minimum threshold target with 10% of
the Revenue growth award vesting and a maximum target with 100% of the Revenue
growth award vesting).

The TSR element of the PSU award will vest on January 1, 2028, and the Revenue
growth element of the PSU award will vest on January 31, 2028. There is no
vesting below the minimum threshold target and pro rata vesting between the
threshold target and the maximum target.

 

In relation to the non-executive directors and the Chairman, vesting of RSUs
covered by this grant will take place on 31 December 2024.

 Name of Director or PDMR                 Number of RSUs granted
 Lord Browne of Madingley (Chairman)      68,182
 Ofer Segev (CFO)                         up to 626,151
 Ami Daniel (CEO)                         up to 1,267,224
 Matan Peled (Co-Founder and Head of US)  up to 642,444
 Guy Mason (NED)                          27,273
 Tom Hutton (NED)                         27,273
 Stuart Kilpatrick (NED)                  27,273
 Claire Perry O'Neill (NED)               27,273

 

For more information, please contact:

 Windward                                             Via Alma Strategic Communications
 Irit Singer, CMO

 Canaccord Genuity (Nominated Adviser & Broker)       +44(0)20 7523 8000
 Simon Bridges / Andrew Potts

 Alma Strategic Communications                        +44(0)20 3405 0205
 Caroline Forde / Kieran Breheny

 

About Windward

Windward (LON:WNWD), is the leading Predictive Intelligence company fusing AI
and big data to digitalize the global maritime industry, enabling
organizations to achieve business and operational readiness. Windward's
AI-powered solution allows stakeholders including banks, commodity traders,
insurers, and major energy and shipping companies to make real time,
predictive intelligence-driven decisions, providing a 360° view of the
maritime ecosystem and its broader impact on safety, security, finance, and
business. The company is publicly traded on the London Stock Exchange, For
more information visit  windward.ai (https://windward.ai/) .

 1    Details of the person discharging managerial responsibilities/person closely
      associated
 (a)  Name                                                         1. Lord Browne of Madingley

                                                                   2. Ofer Segev

                                                                   3. Ami Daniel

                                                                   4. Matan Peled

                                                                   5. Guy Mason

                                                                   6. Stuart Kilpatrick

                                                                   7. Tom Hutton

                                                                   8. Claire Perry O'Neill
 2    Reason for the notification
 (a)  Position/status                                              1. Non-Executive Chairman

                                                                   2. Executive Director (CFO)

                                                                   3. Executive Director (CEO)

                                                                   4. Head of US

                                                                   5. Non-Executive Director

                                                                   6. Non-Executive Director

                                                                   7. Non-Executive Director

                                                                   8. Non-Executive Director (nomination is subject to AGM approval)
 (b)  Initial notification/Amendment                               Initial notification
 3    Details of the issuer, emission allowance market participant, auction
      platform, auctioneer or auction monitor
 (a)  Name                                                         Windward Ltd.
 (b)  LEI                                                          213800IZ6785SUZLHS86
 4    Details of the transaction(s): section to be repeated for (i) each type of
      instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted
 (a)  Description of the financial instrument, type of instrument  RSUs

      Identification code                                          ISIN IL0011809428
 (b)  Nature of the transaction                                    Award of RSUs
 (c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                   1 Nil       68,182
                                                                   2 Nil       Up to 626,151
                                                                   3 Nil       Up to 1,267,224
                                                                   4 Nil       Up to 642,444
                                                                   5 Nil       27,273
                                                                   6 Nil       27,273
                                                                   7 Nil       27,273
                                                                   8 Nil       27,273
 (d)  Aggregated information

      -  Aggregated volume                                         Up to 2,713,093

      -  Price                                                     Nil
 (e)  Date of the transaction                                      1    18 April 2024

                                                                   2    18 April 2024

                                                                   3    18 April 2024

                                                                   4    18 April 2024

                                                                   5    18 April 2024

                                                                   6    18 April 2024

                                                                   7    18 April 2024

                                                                   8    18 April 2024
 (f)  Place of the transaction                                     Outside a trading venue

(d)

Aggregated information

-  Aggregated volume

-  Price

 

Up to 2,713,093

Nil

(e)

Date of the transaction

1    18 April 2024

2    18 April 2024

3    18 April 2024

4    18 April 2024

5    18 April 2024

6    18 April 2024

7    18 April 2024

8    18 April 2024

(f)

Place of the transaction

Outside a trading venue

 

 

 

 

 

 

 

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