REG - Windward Ltd. - Grant of Restricted Share Units

WindwardAnnouncement

22/02/2023 16:45

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230222:nRSV7553Qa&default-theme=true

RNS Number : 7553Q  Windward Ltd.  22 February 2023

22 February 2023

 

Windward Ltd.

("Windward", "the Company")

Grant of Restricted Share Units

Windward (https://windward.ai/)  (LON: WNWD), the leading Maritime AI
company, announces that the Company has granted 949,917 Restricted Share
Units ("RSU") to Directors and persons discharging managerial responsibilities
("PDMR") as set out in the table below. The grant of 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
annual general meeting which is expected to be held in May 2023.

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.

In relation to the CEO, Ami Daniel, the conditional grant of RSUs is in two
parts: (1) grant of 80,000 RSUs on the following basis: 25% of the 80,000 RSUs
shall vest on the first anniversary of the vesting commencement date.
Thereafter, 6.25% of the 80,000 RSUs shall vest on a quarterly basis over the
next 3 years, at the end of each three months period; and (2) On-target Bonus
for 2023: 80% assessed against achievement of the Company's 2023 annual
contract value target, and 20% for achievement of the Company's 2023 target
EBITDA. The On-target Bonus will be paid: 50% in cash, 50% in the form of
RSUs. The calculation for the number of RSUs will be based on the average of
the closing Windward share price for the month of January 2023.
Overachievement of each of the foregoing parameters will result in an
additional pro-rated bonus up to a maximum amount equivalent to the total 2023
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 2024, subject to continued
employment.

In relation to the CFO, Ofer Segev, the conditional grant of RSUs is in two
parts: (1) 50,000 RSUs on the following basis: 25% of the 50,000 RSUs shall
vest on the first anniversary of the vesting commencement date. Thereafter,
6.25% of the RSUs shall vest on a quarterly basis over the next 3 years, at
the end of each three months period; and (2) On-target Bonus for 2023: 55%
assessed against achievement of the Company's 2023 annual contract value
target, 25% for achievement of 25% net annual contract value cash collection
and 20% for achievement of the Company's 2023 target EBITDA. The On-target
Bonus will be paid: 50% in cash, 50% in the form of RSUs. The calculation for
the number of RSUs will be based on the average of the closing Windward share
price average in January 2023. Overachievement of each of the foregoing
parameters will result in an additional pro-rated bonus up to a maximum amount
equivalent to the total 2023 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
2024, subject to continued employment.

In relation to Matan Peled, the grant of RSUs is in two parts: (1) grant of
80,000 RSUs on the following basis: 25% of the 80,000 RSUs shall vest on the
first anniversary of the vesting commencement date. Thereafter, 6.25% of the
80,000 RSUs shall vest on a quarterly basis over the next 3 years, at the end
of each three months period, (2) On-target Bonus for 2023: 20% assessed
against achievement of the Company's 2023 annual contract value target, 60%
for achievement of US Government annual contract value target, and 20% for
achievement of the Company's 2023 target EBITDA. The On-target Bonus will be
paid: 50% in cash, 50% in the form of RSUs. The calculation for the number of
RSUs will be based on the average of the closing Windward share price for the
month of January 2023. Overachievement of each of the foregoing parameters
will result in an additional pro-rated bonus up to a maximum amount equivalent
to the total 2023 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 2024,
subject to continued employment.

In relation to the non-executive directors and the Chairman, vesting of RSUs
covered by this grant will take place at the end of 2023.

 Name of Director or PDMR                 Number of RSUs granted
 Lord Browne of Madingley (Chairman)      136,363
 Ofer Segev (CFO)                         up to 122,874
 Ami Daniel (CEO)                         up to 253,611
 Matan Peled (Co-Founder and Head of US)  up to 218,889
 Guy Mason (NED)                          54,545
 Tom Hutton (NED)                         54,545
 Stuart Kilpatrick (NED)                  54,545
 Shereen Zarkani (NED)                    54,545

 

In addition to the RSUs granted to Directors and PDMRs, on 1 February 2023
1,262,725 RSUs were granted to other employees of the Company. These RSUs (i)
have a nominal or nil consideration, and (ii) vesting is subject to the
relevant employees continued employment. 25% of the RSUs shall vest on the
first anniversary of the vesting commencement date. Thereafter, 6.25% of the
RSUs shall vest on a quarterly basis for the next 3 years, at the end of each
three months period. A summary of the Windward Global Share Incentive Plan
(2021) is available at the following link:
https://investors.windward.ai/wp-content/uploads/2023/02/Summary-of-the-Companys-Share-Option-Scheme.pdf
(https://investors.windward.ai/wp-content/uploads/2023/02/Summary-of-the-Companys-Share-Option-Scheme.pdf)
.

 

 

 

For more information, please contact:

 

 Windward                                             Via Alma PR
 Irit Singer, CMO

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

 Alma PR                                              +44(0)20 3405 0205
 Caroline Forde / Kieran Breheny / Hilary Buchanan

 

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. Shereen Zarkani
 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

 (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                                                          213800RP7B4UJ1DDKY67
 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  Options over ordinary shares of NIS 0.002 each

      Identification code                                          ISIN IL0011809428

 (b)  Nature of the transaction                                    Award of RSUs
 (c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                   1 Nil       136,363
                                                                   2 Nil       Up to 122,874
                                                                   3 Nil       Up to 253,611
                                                                   4 Nil       Up to 218,889
                                                                   5 Nil       54,545
                                                                   6 Nil       54,545
                                                                   7 Nil       54,545
                                                                   8 Nil       54,545
 (d)  Aggregated information

      -  Aggregated volume                                         949,917

      -  Price                                                     Nil
 (e)  Date of the transaction                                      1    22 February 2023

                                                                   2    22 February 2023

                                                                   3    22 February 2023

                                                                   4    22 February 2023

                                                                   5    22 February 2023

                                                                   6    22 February 2023

                                                                   7    22 February 2023

                                                                   8    22 February 2023
 (f)  Place of the transaction                                     Outside a trading venue

(d)

Aggregated information

-  Aggregated volume

-  Price

 

949,917

Nil

(e)

Date of the transaction

1    22 February 2023

2    22 February 2023

3    22 February 2023

4    22 February 2023

5    22 February 2023

6    22 February 2023

7    22 February 2023

8    22 February 2023

(f)

Place of the transaction

Outside a trading venue

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  DSHFLFFRFAIFFIV