Member Info for gdog

By the way, I want to see what is required for the top to receive the PSUs.

I have an email into the company asking a few questions about the comp packages. The above will be a follow-up question should they take the time or courtesy to answer my email.

tvh123,

I was thinking the same thing last night (my time).

How it works over here, almost exclusively, the top executives, and pretty much available to all employees, are granted stock options or warrants (a warrant is merely an option with a longer time frame in which to exercise). The options or warrants are granted at a certain price, the closing price of the underlying instrument on the day they're granted. When (if) the employee choses to exercise the option, they must pay the price of the option when it was granted. The cash goes to the company, and the shares of stock go to the employee. If the stock goes up, they get the up. If it goes down, they don't exercise.

That is what I would term performance based rewards.

What we have here with the TRMR comp package are just handouts, at shareholder expense. All the top has to do in order to reap the RSUs is show up, drunk, drugged or sober, and hang onto their job.

Tricky, whomever,

You can slice it any way you want, but from my perspective this is not good. Not at all.

Especially for a company this size, this is an absurd comp package. This shows me the board does not at all represent or respect the best interest of the owners of the company, which are the shareholders, and that would be us. This shows me they're all about "me first" at the top of the company. We are paying them very handsome salaries with huge matching bonuses, and this on top of that.

This shows me very poor stewardship of our resources. This is a crock of krap, and it most certainly rubs me the wrong way. Since I don't like it to the degree I do, I realize I can always sell. I am thinking about selling at least some of my more expensive ADR units. But I won't bite off my nose to spite my face. I will hang onto my very inexpensive common shares, because I hate paying taxes much more than I hate paying totally bloated compensation packages.

Hey SP,

Thanks much, but I couldn't find it. I just looked at 7 email accounts, several of which I use only sparingly. Was it a gmail account?

I am signed up for finnCap, but they won't allow me access to the good stuff.

At $10 per share for the common stock, we're paying Druker, Carmi and Niri $67,500,000 worth (at today's prices) in stock units alone over the next three years.

This is obscene. What pigs. Total effing pigs. I am disgusted.

OK, we're not paying with cash, but we're all being diluted. They sure as eff better perform for this kind of Money.

https://www.sec.gov/Archives/edgar/data/1849396/000119312521213555/d129518dex991.htm

Get a load of this (US saying for "check this out")

https://londonnewstime.com/rebellious-shareholders-us-listing-raise-causes-shivering/226210/

Even though I've other things I am supposed to be doing, I started to poke around the various SEC filings to learn more about what it cost us for the offering and NASDAQ listing, and what we've handed out in terms of stock options, RSUs and PSUs as part of the compensation packages. I was going to set a timer for 15 minutes because I had something to do then.

All of a sudden I realize my eyes were hurting it is dark outside, and 90 minutes have passed. I forgot to set the timer.

Here's a bit from our compensation packages as stated in our Remuneration Policy:

"Value of Equity-Based Compensation. The maximum annual value for equity-based
compensation granted to an Executive shall not exceed $5 million per year, or $12 million in the
case of the Chief Executive Officer. The annual value of the equity-based component shall be
calculated at the time of grant (in the same manner valued for purposes of the annual accounts)
divided equally over the period of vesting (e.g., if the vesting period is 4 years, 25% of the value
shall be attributable to each of the four years)."

https://www.tremorinternational.com/wp-content/uploads/2021/03/TRMR-Remuneration-Policy-for-Directors-and-Officers-2021-EGM.pdf

Also, we gave discounts of $1.33 per ADS to the underwriters and commissions of approximately $2.7 million.

I've yet to learn what we handed out in terms of RSUs, Options, PSUs, whatever, and the terms attached, which is what I really want to know.

Can any of you cut and paste the information about the compensation from the finnCap report? I cannot access this information, the site won't allow access to this information.

UK people only, for some strange reason.

Thanks, Radium.

So it was basically as I understood it to be as far as options grants, etc.

I need to look up the terms of the agreement about payments made for the NASDAQ offering, because I find what I am reading here to be incredible. This is an obscene amount of Money for the service they performed. It is an insult to the owners of the company, which are us, the shareholders.

When I get the time I'll pour over the SEC filings to find out for sure.

I hadn't been on that board or even checked it out in probably a decade.

Same posters there now as there was back in the blinkx days.

OK, there are ignorant people and stupid people (many are both). Ignorance can be cured with education. There is no cure for stupid.

It was stupid of me to post the blurb about execs/directors selling stock just prior to an announcement, because I was ignorant of the fact that this was set up ahead of time, and I know better. This was right in front of me, in plain sight. Sorry 'bout that.

The Ordinary Shares were sold on the NASDAQ Global Market pursuant to previously established non-discretionary plans to trade in the Company's Ordinary Shares in accordance with the terms of Rule 10b5-1 promulgated under the U.S. Securities Exchange Act of 1934, as amended.

Radium,

Excuse my ignorance on this matter.

About share based compensation, in particular options grants. In the States, when officers or directors are granted options, they're granted at an exercise price of the closing price of the common stock on the day they're granted. The person receiving the options has to pay that price in order to exercise. Is that how it works for IFRS rules and UK listed Israeli companies such as TRMR?

Or are they granted shares of stock in lieu of or as part of their compensation package, without having to pay anything in order to exercise those options? (Except hang around long enough for them to be vested.)

Hey Radium,

Considering Q4 is by far the biggest in the advertising universe, and we achieved $21 million in CTV during Q2, I find the 'record breaking' $23 million for Q4 CTV to be rather lame. I realize the Alphonso problems are reflected, but still, I have to admit to being disappointed in those numbers. Nobody cares if I am or am not disappointed but me, but I'm willing to bet I'm not alone.

I suppose I should be happy with sequential increase of 15% from Q3 to Q4, but it is from a fairly small base of $20 million.

The below is from the slide deck. Fingers crossed they've taken a page out of PERI's playbook and they're sandbagging us (UPOD).

Q4 Contribution ex-TAC
Contribution ex-TAC of at least $85 million, which
reflects YOY organic growth of approximately 16%

Q4 Adjusted EBITDA
Adjusted EBITDA of at least $42 million, which
reflects YOY organic growth of approximately 7%

I see they sold the shares in the two days prior to earnings release. That's generally considered a "no-no" in the States, especially if the news is bad, which it was not.

The news was mixed from my perspective, but towards the good side. The part about CTV Q2 to Q3 sequential decline is something I find troubling, but even more troubling is the fact that they did not directly address this, and instead hid it from us by removing slide 15 of the Q2 earnings release deck from Q3's deck.

I also find it troublesome that they're only guiding 16% increase in Q4, if memory serves me correctly. Please correct me if I am wrong about that; I listened to the call last night, and I've not the time to double check the figures.

Hey Mal and Win,

I had to go through the numbers twice while comping them to estimates to determine when the estimates called for ex-TAC or gross, IFRS EPS and EBITDA EPS.

As did Mal, I checked out the cash position by going over current assets vs current liabilities. Solid cash position. I wish my bank account looked like that.

You guys hold down the fort for me, because it's bed time in Oregon.

Fingers crossed the market agrees with me.

Hey David/Phil,

Welcome aboard the LSE board. Yes, we've "spoken" a number of times. As I recall, you're from Los Angeles.

I'll add a bit at a time to my current PUBM position on pullbacks, should that occur. At this point I intend to layer in over time. But if it drops precipitously on no news, I'll become more aggressive.

Hey Rusty,

Best of luck to you. I know you've suffered long, hard slog.

Hey Radium,

Now that you mentioned it, I recall they usually come out around or a bit after 23:00hr my time, so yes, you're correct, at least according to my recollection. Thanks.