Member Info for gdog

Radium,

I listened to it live, and once again later that day.

PERI by far my largest holding, great management, tiny company with tons of cash (340 million USD), zero debt, 32% projected top line growth rate, 40% EBITDA growth rate, and they expect to generate $90-100 million FCF for fiscal 2022.

I'll post a snippet of one of my posts about PERI from the Yahoo board, if anyone cares.

Does anyone on this board know exactly what performance goals were met by our fearless leaders in top management to earn the PSUs they were so richly awarded?

I will ask IR to provide this information, but do not expect them to respond, since they've never responded to my previous questions.

"Let them eat cake."

Hey JR,

I spent a good five minutes trying to look it up.

Help me out here. What word precedes "take" in "****-take".

Not being one to assume, but I will break with that here...may I assume it is my favorite word beginning with letter "f", or my very favorite word beginning with letter "c"? (I prefer to use them together.)

Or the more benign and pedestrian word beginning with letter "s"?

The US Government would tell us the reason for the horrible performance of TRMR stock, and the relatively tepid fundamental performance of TRMR as a company, is due to the "fact" that we've not paid management enough.

We need to double down on stupid, and double their pay and option allotments.

We call this 'failing up', and it's a very real phenomenon.

SNN,

That's insane.

Clean her up and I bet the chick from NC was pretty tasty...

Tricky,

How funny...within minutes of reading your post about Paddington Bear and tea with the Queen, and me looking it up, it was on our Sunday morning national news. To say your queen is well received in the USA is an understatement.

Tricky,

That was good for a laugh.

I love marmalade. Tea OK, more of a coffee drinker.

Please forgive your American cousins for inflicting the opportunistic blowhard upon your royal family.

But...Harry is an adult and made his choice, so the responsibility is shared.

That being said, please keep them. Both of them.

Tricky,

True. If the share price were much higher, then I'd be a happy yet still ripped off investor.

The growth of TRMR is not what it should be, possibly for a number of reasons discussed here. Whatever the reason, mgt. has not performed. They should be executing much better given the pay package they, along with the board, awarded themselves. Granted, while the share price reflects slow growth, it's overdone to the downside, or so I believe.

To which he replied, 'no problem, as long as I get my piece of that pie'.

A not so covert code for 'more SBC for the top three'.

'After all, we've done so much for what little we've been given.'

Tricky,

Yeah, I already get that. So tell me, what, exactly are those targets? Especially "ii) total share-owner return"; Seems to me we've gone backwards by a LONG way.

We're the people who are paying them, and item "ii) total share-owner return" weighs pretty heavily on us, at least from where I am sitting.

What is the formula? What are the goals they've achieved in order to receive millions in PSU payments?

Hey SNN:

RE: "SBC is regarded as an efficient way of paying execs for the above reasons, but my bugbear is that it should have been conditional on reaching targets for EBITDA and sp. and not given regardless. However, as said, if we get to over $200m EBITDA, then the SBC payments going forwards will look o.k. SP permitting!!!"

Precisely. I am in full agreement with that paragraph.

A real head scratcher to me is what they mean by "Performance" in the PSU (Performance Share Unit)? It must mean they need to show up at the office every once in a while.

Apologies, I tried to clean up the below post to make it more presentable, apparently it didn't take. Oh well.

The 6,750,000 SBC was actually granted upon completing the dual listing (not necessarily all were for the completed listing).

Here's a walk down memory lane. This is where I got the number of $67,500,000, but needed a refresher this morning:

From our fearless leadership:

Tremor International Ltd ("Tremor" or the "Group")

Grant of RSUs and PSUs

Tremor International Ltd (AIM/NASDAQ: TRMR), a global company offering an end to end software advertising platform, announces that, as previously disclosed on 30 April 2021, effective upon completion of the Company’s dual listing on Nasdaq on 22 June 2021, Tremor granted restricted share units (“RSUs”) and performance share units (“PSUs”) to Ofer Druker, Yaniv Carmi and Sagi Niri, in the amounts and subject to the terms approved by the shareholders on 30 April 2021 and as disclosed in the resolutions within the Notice of EGM, dated 26 March 2021. The RSUs and PSUs granted upon completion of the U.S. dual listing are detailed below.
RSUs PSUs
Ofer Druker 2,625,000 1,125,000
Yaniv Carmi 1,155,000 495,000
Sagi Niri 945,000 405,000

Total 4,725,000 2,025,000

The RSUs will vest gradually over a period of three years, with 8.33% of each such grant vesting each quarter, subject to the executive continuing to be employed by the group on the applicable vesting date. The PSUs will vest gradually over a period of three years, with 3.33% of each grant vesting each year, subject to (i) the executive continuing to be employed by the group on the applicable vesting date, and (ii) compliance with performance-based metrics as determined by the Compensation Committee.

Tricky,

Full disclosure: I just recalled, (or as I recall), the SBC for the top three over the next 3 years is $67,500,000 (this could be wrong, but not by a lot). That's at the share price of the common at $10 per share. Right now we're buying the shares for ca $5.50. Less painful, but still, they've not earned what they're paying themselves, at our expense.

BTW, Tricky,

PERI's total SBC last Q was $2.428 million on $22.670 million adj. EBITDA, or 10.71%, and these guys are growing (last Q) ca 3X TRMR's growth.

Do not forget, we're handing out the SBCs almost as fast as we're buying the shares back. The comp package, if memory serves, is ca 65 million over three years. The current share buyback program is for $75 million. This is paid for out of cash on hand....OUR cash on hand.

Why do I talk EBITDA...because that's the metric everyone over here uses to see how well a company is doing.

The below is from TRMR's latest earnings release:

"Adjusted EBITDA is included in the press release because it is a key metric used by management and our board of directors to assess our financial performance. Adjusted EBITDA is frequently used by analysts, investors and other interested parties to evaluate companies in our industry. Management believes that Adjusted EBITDA is an appropriate measure of operating performance because it eliminates the impact of expenses that do not relate directly to the performance of the underlying business."

Tricky,

Last quarter we had adjusted EBITDA of $33.59 million US.

$16.029 million of this, or 47.72%, was the SBC pay package for the top 3. (This does not include their salaries, which is 7 figures for Ofer.) They are taking almost half of our adjusted EBITDA earnings.

I am not making this up. It is effing obscene.

Tricky,

We're all paying the price, and it's obscene. If they were to earn what they're charging us to be in a public club, I'll gladly pay and not complain.

They have yet to come close to earning the absurd, obscene, insulting pay packages which they so happily awarded themselves. To me this is a sign of poor judgement on the part of the board and the management. If they eventually earn this insane amount of Money, I'll be the first to thank them and cheer from the cheap seats in which I sit, instead of gladly throwing bombs.
I'll give them until the end of the 2022, and if they're not making significant progress relative to the rest of the market, I am out of here.

Significant progress is NOT growing at the rate of the market...it is taking market share from the competition.

Look at PERI. Seems to me that is a MUCH better run company, hands down, and management has yet to come close to cashing in the way the pigs that run this company have.

Worlds are colliding.

Dogs and cats sleeping together.

Gotta agree with Quertyii on this one. (Yes, there were a boatload of options granted for merely doing their job, having us listed on the NASDAQ, and they were also vocal in patting themselves on their backs for a job well done. Also a healthy amount of fees paid to the underwriters....they always get a piece of the pie.)

Tricky,

It's not rocket surgery.

The top three and the board grant boatloads of options to the top three. They exercise them for shares. This is dilutive.

We then buy back shares with cash on hand, (Ofer) telling shareholders 'they're doing this to increase shareholder value'. He absolutely stated this in the recent conference call.

They retire the shares.

Shortly thereafter they then apply to the regulators to re-admit the shares. The shares are re-admitted.

You are smarter than that. They are taking Money out of our pockets and putting it into their pockets. The biggest joke of all is the fact that many of the options are called "Performance Share Units", but they should be called "Lack of Performance Share Units".

It is as simple as that.

Connect the dots. It's easy.

Do not forget, they took over 5 million USD for the ADS placement on the NASDAQ for 'a job well done'. How's that working for us?