Good morning and hello, everyone. On behalf of everyone at BrainChip, I would like to begin today by acknowledging the Gadigal people of the Eora Nation as the traditional custodians of country on which the Sydney CBD stands and where our meeting's being held today.
We pay our respects to elders past, present, and emerging, acknowledge their ongoing culture and continuing connection to the land, waterways and skies, and celebrate the diversity of Aboriginal peoples and the contributions they make to the life of this region.
We also extend this respect to the traditional custodians of the various lands from which our virtual attendees are joining in today, and to any Aboriginal and Torres Strait Islander people joining us today and participating in this meeting. Welcome all.
Right. Good morning, good afternoon, and good evening to everyone attending live or virtually. Welcome to the 2023 Annual General Meeting of BrainChip Holdings. For those of you I've not formally met yet, my name is Antonio Viana. I am the chairman of the company. It's my sincere pleasure to be here today.
Even more so, I'm just incredibly excited to be part of this company. As you'll further understand, there has been much change with BrainChip and the industry over the past year. We look forward to providing plenty of insight and plenty of information on our trajectory. It is my understanding that a quorum is indeed present. With that, I'm formally opening the meeting.
On behalf of the board and employees of BrainChip, I wish to thank everyone for attending today, thanks to those who are connected on the Lumi platform. As is customary, I will remind everyone of our guidance on forward-looking statements per the slide that is in front of you currently.
The Lumi platform allows our shareholders, proxy holders, and guests to attend the meeting virtually. All attendees can watch a live webcast of the meeting in addition to shareholders and proxies having the ability to ask questions and submit their votes.
Regarding questions and comments, they can be submitted at any time. We do have a process as to how we will field those questions. More on that in just a bit.
To ask a question on the Lumi platform, we ask that you select the messaging tab at the top of the screen, select the topic your question relates to in the dropdown list, and then type your question in the box towards the top of the page and press the arrow symbol to send. A copy of your submitted questions along with any written responses from our team can be viewed by selecting My Messages.
To ask your question verbally, click on the Request to Speak button at the bottom of the broadcast window. The audio interface will then display where you will be prompted to enter your name and topic of the question. Submit your request and follow the instructions to allow access to your microphone and connect into the queue.
Please note that while you can submit questions or comments, we will not address them until the relevant time in the meeting. Please also note that your questions may be moderated in the event that we receive multiple questions on the same topic.
Most likely, we'll be merging those together. For those shareholders here in our Sydney venue, should you wish to ask a question when invited to do so, simply raise your voting card that you received at registration.
We'll ask that you state your name, and if applicable, the name of the shareholder you're representing. Finally, due to time constraints, we may run out of time, of course, to answer all your questions. Hope that's not the case and is not intended to be the case.
If this happens, we'll answer them in due course via email or by posting responses on our website. We'll certainly give our best efforts to answer everyone's questions. That's our goal. Before proceeding with the business of the meeting, I would like to mention a couple procedural matters.
For those of you here in our Sydney venue, you should have registered your attendance as you entered the room today. If any member or proxy holder has not registered their attendance, we ask that you please sync with Boardroom and please do so now.
The staff is here to assist you. If you are a visitor, you too are required to register electronically on Boardroom's registry system. If any visitors are here that have not registered, we ask that you please do so.
Last, at this time, in respect to those around you, for those of you with the electronic devices, please put them on silent, as to not disrupt the meeting or those around you. Let's talk about voting. Voting today will be conducted by way of a poll on all items of business.
In order to provide you with enough time to vote, I will shortly open voting for all resolutions. The shareholders here in our Sydney venue, well, you've all received your voting card when registering your attendance. I will ask that you complete as we go through each resolution as it's proposed. Stacy Pence of Boardroom has been appointed as the returning officer and will collect all votes at the end of the meeting.
For those attending this meeting and voting on the Lumi technology, if you are eligible to vote at this meeting, a voting tab will appear once I open voting. Selecting this tab will bring up the list of resolutions and present you with your voting options.
To cast your vote, simply select one of those options. There is no need to hit the submit button or enter button as the vote is automatically recorded. You do, however, have the ability to change your vote all the way up until I have declared voting closed.
With that, I now declare voting open on all items of business. For online attendees, you should be seeing the Voting tab appear shortly. Please submit your votes any time. Again, I will give clear warning as to when voting will close. Right.
That's it for the kind of procedural matters. With that, let's begin. Similar to last year, I'm gonna start with my address to the shareholders, after which I'm gonna turn over to Sean for the CEO address.
On behalf of the board of directors, again, allow me to start by extending our thanks, not just for attending here today, but for your continued support of not just BrainChip, but the mission that we're on. I'm gonna start with a promise.
Promise is that my general comments this year will be shorter than last year. I wanna leave a little bit more time for Sean to give a comprehensive review of the past year and how BrainChip is positioned moving forward.
Additionally, I do wanna save time to answer as many questions as possible. I started my career in 1991. Doing the math, I've been engaged in the global tech space in various capacities for a little better than 32 years.
I can say I've experienced all sorts of different markets and conditions. Some really good, really strong, and others not so much. While business is business, I will say that technology is unique and usually doesn't follow conventional business norms.
It's one of the reasons why technology is both volatile and lucrative. Oddly enough, this uncertainty is really what makes the tech industry go. It's what makes it both exciting and rewarding, and at times extremely frustrating. It's also a key part of what drives innovation in the space.
There is no question, though, the past 12 to 15 months, call it the post-COVID era if you wish, has been the most challenging for tech in general across the board. More so and more challenging than the dragging years of the mid-90s, the dot-com bust of 2001, and the slowdown of 2007, 2008.
What all of these slowdowns showed is that a handful of companies always come out stronger and well-positioned to take advantage of the next tech surge. It's my hope, it's my expectation, and it's my demand that BrainChip be one of those companies. Sean will be detailing for you shortly the work the company is doing.
On what I've seen and observed over the last 12 months, I, along with the board, am of the position that BrainChip is indeed progressing well and continues to set the proper foundation for its continued growth.
Let me be crystal clear. Nobody at BrainChip is happy or content with our current position. We haven't hit any significant stride yet with respect to revenue. No one is satisfied, and no one should be. There is plenty to be positive and optimistic about.
BrainChip has done more in the past 12 months to strengthen its development, market position, and talent than it has since its inception. Yes, that's a strong statement. Yes, I intend to make that statement. As was discussed last year and picked up by many in the press and the tech writing community, BrainChip has spent the last 12 months on a massive commercial effort.
The engagements we've been on and the direct market feedback and demand we have received has led to the product and architecture overhaul we went through this past year. Historically, not uncommon for research and technology companies, development tends to be very internal. This has been the case historically with BrainChip.
Not uncommon. Company was focused hard on proving its offering. The trick for many companies comes when you move from technology to product. In the past, BrainChip, frankly, has not gotten this right. We haven't had a product that can see its way into end production systems.
We haven't had a product that forces the market to move toward us. Right now, the AI space is bifurcated. It's bifurcated between companies using high-performance overkill AI solutions and companies simply using existing basic technology with targeted software.
On one end, you have over-specced systems that are inefficient, and on the other end, you have under-specced offerings that don't yet understand what fully optimized AI can bring to their solutions. Through our recent commercial and ecosystem development, we've gathered the demands to reshape our roadmap and our product offering.
I'll be bold here and say that our newly reshaped roadmap primarily happened through our commercial efforts. BrainChip would not have organically reshaped its roadmap in the way that it has. Is this success? No, certainly not. I get that.
Success in my mind is consistent licensing with royalty-bearing products being created by our customers. I'm gonna say that again. Success in my mind is consistent licensing with royalty-bearing products being created by our customers. We have plenty of work to do, and we haven't reached a material degree of success yet.
The reality is that the market is still in discovery and embryonic stage with respect to edge-based AI. Unfortunately, BrainChip historically hasn't executed with respect to an appropriate product mix to accelerate the market.
Only through enhancing our commercial standing can we hone in on the proper product development to accelerate the market. We're in the middle of this right now. Our commercial teams, led by Chris Stevens and Nandan Nayampally, are making this happen.
Again, more on this to come in Sean's talk. I'd also like to take a moment to initially comment on one corporate issue. When I, when I joined the board about 16, 17 months ago, I was introduced to the concept of a strike, which comes from shareholders voting down the remuneration report. This happened the year prior to my joining.
I will admit, when I first came on board, I was surprised at some of the previous compensation models. Rewarding for performance, though, has been something I personally have been focused on since I got here.
As I would hope everyone has seen in the 2022 rem report, I hope you've read it, we now have implemented an annual bonus program and LTIP for employees and executives that have defined metrics.
The plans reward upside and strongly incentivize with upside, but mitigates payments if the metrics are not met. In 2022, the annual bonus paid roughly 60% on average. A lot of that was due to individual engineers' personal management-based objectives.
It's too early for us to comment on the three year metrics of the 2022 to 2025 LTIP program because we're obviously in the middle of that cycle. There's a balancing act here. We do need to recognize that we are competing in the global technology market.
The reality is that the global technology market is incredibly competitive with respect to talent. Hiring talent is a material risk for BrainChip, and one which I don't see easing in the future. Tech talent is expensive, and I realize this may run counter to some Australian norms with respect to other markets, but the cold reality is we have to be globally competitive.
I believe that we have struck the right balance with our current compensation models. Could we raise the bar further? Maybe.
If we make it too high, people leave, and then we don't have a company. There's no available talent pool for the markets in which we serve. The polar opposite is actually the case. We find ourselves constantly trying to recruit talent.
In fact, we're trying to pull other people from other companies to come work for us. The good news here is that we've shown success in bringing great people to work here, and it's paying dividends, especially in the last 12 months. Aside from an overhaul of incentive compensation, the board has been very, very, very active in the last 12 months.
We've grown with the addition of Duy-Loan Le. All of us welcome her to the board. Her rich technical experience through her years at Texas Instruments as a fellow will be leveraged greatly by BrainChip, and we welcome having her on board.
I would also like to highlight some of the other areas the board has been working on actively in the past 12 months. These include establishing robust processes around risk analysis, development of global talent acquisition strategies, along with formal succession planning, beginning work on ESG and other corporate advisement matters, and of course, and most importantly, commercial and product development guidance, the latter taking precedent against all other matters.
Nobody has greater motivation than the employees of BrainChip to drive market success. That motivation is what drives the endless hours of work the employees are putting in. That motivation comes from multiple areas: technology, corporate culture, working environment, market potential, earning potential, people.
The board is certainly driven to see better commercial success, and we are demanding this of the company. The board is putting pressure on the exec team.
At the same time, the board sees the forest through the trees and understands there is work that still needs to be done to make BrainChip a success. I'm not ignorant to the shareholders who have been with us a long time and have heard several things, and I'm not ignorant to the shareholders that are new to us. I get it.
Please understand, Sean, the executive team, myself, we can't change the past. We're looking forward. I'm here today to speak the truth and communicate that the trajectory we are on is the most promising since BrainChip's inception.
I, along with the board and the employees, remain steadfast to our commitment to making BrainChip a major player in the global technology market. With that, I'm gonna stop. I'm gonna hand off to Sean Hehir, who will give his address, and then we'll start with questions. Sean.
Let me borrow that space.
Of course. Yeah, there you go.
Thank you, Antonio. I need my glasses. Hello, and let me add my thanks to you all for attending BrainChip's AGM. My name is Sean Hehir. Since our last AGM, I've completed my first full year of service with this amazing company. Much has happened in the world and in the market during this period.
On the positive side, the world, in many ways, has awoken to the possibilities of artificial intelligence with the emergence of offerings like ChatGPT, Google Bard, and dozens of promising new companies, tools, models, and data sets advancement as AI becomes mainstream and a new compute paradigm.
However, all this also occurred during one of the worst technology economies I've ever seen in my entire technology career, where virtually all sectors, and specifically the semiconductor sector, where we participate, seeing slowing orders, increased layoffs, increased tendency for customers to slow down important future technology decisions.
During this interesting period, our company has been a large transformation, and from a creator of promising technology to a supplier of enterprise-ready products supported by a robust commercial organization and focus.
Today, I look forward to sharing the details about this transformation. I have organized my comments into four sections. First, the market we serve. It's always important to set the context with the market in which we operate.
Second, the year in review. I'll speak to specific actions we've taken in the past year to build out our commercial engine, which didn't exist prior to my arrival. Additionally, I'll highlight what we have learned from the AI market and our product market fit.
Third, I'll share critical feedback we gathered from the intimate relationships with our existing customers and prospects, which have refined our view of the product market fit and the functionality required to reduce various adoption and win.
In this section, I will also review our second-generation product breakthroughs that will make selection and integration of Akida inference acceleration obvious and easy. Fourth, the next 12 months. In this section, I'll provide a view of where the AI market is heading and our plan to maximize the opportunity for all of our shareholders.
Let's start with the market we serve. In my opening comments just now, I briefly mentioned that during the past 12 months, the world has become much more aware of AI, as well as some undeniable additional trends, including AI is the future of computing.
The impact in AI and business productivity and efficiency is massive. The edge AI, where BrainChip participates, is starting to emerge with its own set of requirements. Seamless integration of hardware, software, and development is critical for success.
Let's examine these trends and supporting data. The rapid advancement in AI are affecting all sectors of the world economy. Devices are the new computers. To give you some perspective, there are 10,000 data centers in the world, while there are over 1 trillion edge devices.
What were dumb devices with sensors that send data to the cloud are now becoming intelligent devices, capturing and processing data at the point of capture that can be acted upon immediately and efficiently.
A recent study from global consulting firm PwC indicated the impact to global GDP will be greater than $15 trillion by 2030 for greater efficiency and productivity. In many ways, it's a dawn of a new economic revolution similar to the agricultural and industrial ones.
Specifically for the edge market, where BrainChip operates, Fortune Business Insights stated that edge AI technologies will accelerate the AIoT market that is conservatively estimated over $1.2 trillion.
That includes a large addressable market for AI-enabled edge silicon solutions like BrainChip Akida. Lastly, this Gartner report diagram does a very nice job of reinforcing the emerging technology trends that are most relevant today for the next few years.
Note that in the productivity revolution sector, edge AI are in the bullseye of relevancy, as well as neuromorphic computing is acknowledged as a critical enabler, both where we are.
We are in the right market. BrainChip's technology and IP product are positioned to scale with this market opportunity. There have been many improvements and changes at BrainChip that are not visible to many of you.
Let me take some time and share what has occurred over the past 12 months. Human capital. In an industry where smart people matter a lot, BrainChip has greatly solidified our team.
Critical additions include outstanding membership of our board with Duy-Loan Le and several new executives with deep industry semiconductor and AI expertise. Specifically, our Chief Marketing Officer, Nandan Nayampally, and Chris Stevens, who heads our sales effort. Adding leaders with deep industry skills was essential for our product development, marketing, and sales efforts to dramatically improve.
We have also placed experienced sales leader in Japan, Korea, Germany, and Silicon Valley and added critical depth to our pre-sales support team. Additionally, we've added several excellent individuals to our engineering function.
From a human capital perspective, BrainChip is much stronger and deeper than it was the last time I stood and spoke with you. Research is a core element and differentiator how BrainChip operates, and we strategize. Research is how we were founded and how we will continue to extend our technology leadership over the competition. We are not building me-too products.
This year, our research team here in Australia has made substantial progress on an exciting new network architecture that will make its way into future generations of Akida that will enable real-time learning in new tasks.
Part of this architecture has already been patented, research is progressing well, and holds great promise for future years. Marketing and ecosystems. As a shareholder, I'm confident you've noticed the many partner announcements and amplification of our presence in the market. On the ecosystem front, we have solidified our framework of technology, enablement, and system integrators.
Since our last AGM, we have added many new partners such Intel Foundry, Prophesee, AI Labs, Edge Impulse, emotion3D, and Teksun. These partnerships enhance our ecosystems, allowing our potential customers to have confidence that our technology can be deployed in multiple foundries, workloads easily ported, and key semiconductor enablers work exceptionally well with Akida.
Over this past year, our marketing efforts accelerated with a refinement of our web presence, with the launch starting with a new website. We have solidified product positioning, increased the quality and quantity of collateral such as blogs, white papers, and videos.
We increased our critical benchmarking position. We've added new thought leadership pieces as we establish critical analyst relations. Engineering and development. This past year was an exciting year for our product efforts. We have just completed the tape-out of another chip, the Akida 1500.
In the MCU-friendly 22 nanometer process technology, this configuration, which is different than the Akida 1.0, is geared towards a companion module for industrial MCU, automotive, and smart home solutions, and highlights the configurability and portability of Akida IP.
We have just received our first samples, and we begin building different demonstration boards and modules for use by our products and our sales prospects immediately. Most importantly, in March of this year, we told the world about our second generation Akida.
This news was widely viewed as incredibly positive with the enhancements in our product, several new proprietary breakthrough advancements, but most importantly from a commercialization view, it allows our sales team to address many more customer use cases.
More on this topic shortly. Sales. As I stood before you last year, just a few months into my role as a CEO, I had already determined that radical changes needed to take place in our sales effort. Our processes need vast improvement. Our sales talent was not appropriate for this market. Our coverage was limited geographically.
Over the course of the year, I brought in a veteran new sales leader, retooled or replaced existing personnel, and expanded our coverage to a much broader worldwide presence versus a constrained U.S. presence. We are seeing some impact from that.
We have also further understand the length and complexity of the AI IP cycle. It is long, but we are on the path with several leading prospects. During this challenging economic environment, world-class companies still innovate to exit the down cycle with solid plans for the future.
While engagements are not closing at the pace we desire, it's important to note that we are not losing to others. It's just taking longer. Please be assured, I too am not satisfied with our sales results to date, but I am highly focused in doing everything possible to accelerate our wins.
Currently, the number and depth and quality of engagements are substantially higher than one year ago today. While the sales results are not there, I am confident the changes coupled with our marketing and new product development efforts will yield results.
The market is there, our offering is strong and getting stronger, and it's a matter of time. In summary, the organization is much stronger. The processes are in place. We are closer to the customer in the market than we ever have.
We are clear on our priorities to transform our patented, scalable, and versatile technology into market success and shareholder value. Before I close out the year in review and move to address the very important addition of second-generation Akida, let me briefly highlight some market feedback this year that guided our strategy. edge inference AI is definitely happening.
Power and performance continue to be the key for the optimized solutions. BrainChip Akida is performant and recognized as an industry-leading solution. All of these are positive market learnings, but as we increase the number and quality and types of engagements, we also learn something very important about Akida 1.0.
As we engage with prospects in the first half of the year, we heard consistent feedback from virtually all engagements, which was while Akida 1.0 was and is at leadership levels for performance and power, the addressable number of use cases was arguably narrow and targeted in place where existing good enough solutions were already in place. We were simply not going to be successful with a version 1 product.
This director customer feedback is what drove our push to second-generation Akida. At a simplest level, Akida 2.0 now allows BrainChip to address many more industry use cases, which means you can engage with many more larger number of prospects and a larger set of use cases. It greatly enhances your revenue prospects.
Let's take a closer look at Akida 2.0. Let me begin by expanding the use case comments I just made. Fundamentally, Akida 2.0 is a platform that substantially increases the capacity of families, highly efficient devices at the edge to run complex models and networks.
We can now supercharge edge AI to efficiently run complex AI computation untethered from the cloud without CPU intervention and reduce system load. This platform brings disruptive capabilities to the edge by adding support for handling more complex networks like ResNet-50 completely in Akida neural processing hardware, freeing up the CPU for other tasks.
The second-generation architecture introduces an optional Vision Transformer block that can boost performance of image, vision, and video workloads and hardware.
It introduced support for an efficient spatial temporal convolutions in a class of new network models that are radically smaller and more efficient by orders of magnitude for a wide range of 3D and 1D time series data like video object detection and vital sign prediction in healthcare, to name a few.
We have also taken the approach to define 3 distinct product classes driven by our target markets. An efficient version, Akida-E, a low node count optimized for operation very close to the sensor. This is designed for energy-sipping intelligent sensors that are capable of performing without a CPU.
The next product is sensor balance, Akida-S, which balances the power, the performance, and footprint that is ideal for integration into MCU or smaller ASICs that are designed for detection and classification workloads.
Third product, Max or Akida-P, that can scale to a much number of nodes and tops, ideal for segmentation, prediction, and complex model operations that can be accelerated all in hardware. The performance can be optionally enhanced with Vision Transformers, enabling ASIC built for specific AI applications deliver high-end performance cost effectively and efficiently.
I share these details so you can get a sense of how the broader sense of capabilities allow us to compete on many more engagements and increase our win probability, the subject that all of you and I care the most about. The simple way to look at this is there are two generations.
Akida 1 was mostly targeted at use cases of version E. Second generation, we have prospects who can do much more with version S and P. While I'm talking about technology, I invite you, if you haven't done so, to go over to see Harshal at the demo section and see Akida at work. Let's talk about the next 12 months.
BrainChip was born out of research and became a version 1 product. I just highlight the scale and capabilities of second generation of Akida that greatly increases our ability to penetrate accounts.
The key to success is software and tooling, without which customers cannot deliver solutions to market, where the maturity of MetaTF and the ease of adoption is our strength. It's critically important for us to succeed with this platform, there is much more to do.
While the engineering team is working very hard to complete Akida 2.0, we're already planning Akida 3.0. The product management function has been tasked to deliver a fully functioning product requirements document for the development of 3.0 before Akida 2.0 is available for market.
They will work with all the customer feedback we obtain from industry analysts, our customers, and build on the groundbreaking research coming from Perth as the foundation for our generation product. We are in an industry where change is constant and the pace is accelerating. We will meet or exceed that pace.
We will push harder, faster to stay ahead of the market. You can expect major product announcement from BrainChip every 12 to 18 months going forward. It's all about our speed and execution. AI is becoming the standard compute model and now mainstream.
Semiconductor design is the foundation of AI capability. We are driving that sea change. BrainChip has pioneered a revolutionary alternate to highly efficient performant edge AI processing. As evidenced by historical technology chains, incumbent approaches are often perceived as good enough until they're not.
This has been exasperated by recent economic downturn, which has impacted the adoption of new and objectively better alternatives. The time is coming. With the inevitable of mainstream adoption of AI and everything, and BrainChip's transition to full commercialization by our second generation of products, we are positioned to become the silicon standard and incumbent of the future.
In closing, by reinforcing, we have now built a world-class organization of research, product development, sales, marketing, and systems and processes that are driving this opportunity.
Commercially, we finally have the team and the processes in place to engage broadly and deeply. We will aggressively market, partner, and sell globally over the next 12 months. While the transformation is never complete, it puts us in a much better position to win engagements. We are doing the right things. The market is coming, and I am confident that substantial sustainable revenues will occur. Thank you.
Okay. Sean.
Thank you.
At this time, we would like to field questions with respect to the two addresses that you heard. I do wanna put out one qualifier, though. Given that we have resolution one on the ballot, if any of your questions pertain to remuneration, comp, that sort of thing, let's just reserve that for rev two.
Any questions, though, about the CEO address or the chairman's address we'll take at this time. We'll start with the Lumi platform. Carol, do we have any text or verbal questions from the Lumi platform to share?
Yes, we do.
Okay. Is your mic working?
Can you hear me?
I can't actually.
Your mic's not on.
Is the mic physically on?
It's being controlled by the tech guy at the back.
All right. It's on now. There we go.
It's on. Can you hear?
There we go.
Okay. These are for the CEO or the chairman, you'll decide.
Yep.
First question: How confident is the board that we can get a signed IP agreement this year? Can you at least give us a timeline or projections on when we are going to be break even? Thank you all for your dedication and hard work.
Okay. Well, first of all, thank you for your thank you. Let me get through a couple parts. Let's talk about the break even part first, because I think that's a simpler answer to get that done, is part of coming into the company was to put a five year strategic plan in place.
The board has accepted and approved that plan. On that horizon, there is a timeline where we will not be raising capital in that point. You can think about it in that kind of timeframe, but the specifics, we're gonna remain fluid on it for the business environment. We don't plan to raise indefinitely forever. The way the business model works with IP, we will get efficiencies.
We're already at that scale, and we anticipate in that five year horizon that we will be in a position not to raise. Around forward projections, we don't offer projections, certainly in a moment like this or in a forum like this, but I'll come back to my comments or Antonio's comments.
We have many more salespeople than we ever had in this company in geographies that are rich with opportunities, and we are in many more engagements than we ever have that are progressing well. When they land, I can't comment at this point, but I'm confident they will.
Next. Sean, can you please provide details of how you are ensuring focus on key sales targets, what are these targets, and provide details of key milestones in the upcoming year?
You know, focus is a great question here because there's two mantras that I manage the company on, which is focus and speed, right? We're in a market that moves quick. Chris is our new head of sales, is a wonderful sales leader in terms of focus.
We have target accounts. Every salesperson has a list of target accounts that we've divided across certain key markets, and I'll give those to you. Certainly auto, industrial IoT, healthcare, and of course, silicon providers, and this is a broad kind of category of silicon providers.
They all proactively work all those accounts. Of course, as inbound come in, we field those as well. That's how we have those target accounts highly focused. Focus is more just than the target, it's about moving engagements along.
What we do, we have a very specific process as engagements progress, where we review the progress every single week with all the salespeople, including myself, we're making sure every progression is there, including any technical questions that are answered. It's all about focus and execution in the sales cycle.
Next. This is from a Mr. Mahesh Narasigada. When do we expect to see revenue from the joint development agreement with Valeo?
We're not in a position to talk about what our customers are going to do. Every one of our customers that we've engaged with, some are progressing well, some are more quiet. We can't go into position to talk about any particular engagement at this particular point.
Next. This is from a Mr. Nigel Moore. Sean stated there would be a boom in sales late 2022. What happened, and where is that revenue?
I don't believe I said that. I said, judge me on results. I stay committed to my opening comments. We're in a much better position now to see those sales than we were a year ago when I stood here.
Those were the questions received before the meeting. There are a number received during the meeting.
Okay.
In relation to the CEO report.
Why don't we do those, we'll go to the room.
Okay. There are quite a large number.
Okay.
Okay.
Would expect.
From a Mr. Bo Hicks. Has MegaChips had any commercial success with Akida IP? Can you please describe the difference between the BrainChip relationship with MegaChips and Socionext?
The first part of the question is similar to what I just said a moment ago. Our engagement with MegaChips is going well, we can't comment on their business. That's their business and what they're doing. MegaChips is a licensee of BrainChip. Socionext was a company we work with in developing our chips, completely different relationships.
Okay. This may be the answer to quite a few. Two from a Mr. Mehdi. Whatever happened to the promising Mercedes-Benz trials with a concept car that reported promising results? Is this still being trialed?
Again, I will say, give a very similar answer to that, but, our engagements are progressing, and I'll just leave it at that.
Okay. Question from Mr. Michael Kravitz. When realistically should we expect to get announcements of significant revenue?
I think it's a repeat of the.
Repeat. Does the company intend to provide a three-year financial projection?
Not at this time.
Are there any new IP sales?
Well, Our disclosure, you would see obviously through our normal vehicles.
As a shareholder, when can I expect dividend payment?
Well, I'll take that serious. Obviously, as a company that is still consuming cash as part of our capital raise, that won't happen until we're not raising capital.
We have a question in relation to NDAs. Is that something that you can talk about?
Well, what is the question?
Okay. Three-part question.
Yeah.
Since you ask. How many active NDAs does BRN have in place? Of the current active NDAs, what percentage have been signed since this time last year? How many NDAs are not current or not being pursued?
I think it's an interesting question around NDA. Yeah. I would say nondisclosure agreement. Nondisclosure agreement. Sorry.
I'm not sure that that's a good indicator. I'm trying to be respectful of the question. Every, literally every company we engage with requires an NDA. That's just the nature of the tech business. They're gonna share things about their business with us that they don't wanna disclose, and we share things that obviously we want confidential to the market.
An NDA is not necessarily an indication of any kind of deep engagement. It's just that we're having conversations. We have many, many, many NDAs, including with partners and suppliers and everything else.
Okay. I'm gonna try and avoid duplication of questions. From a Mrs. Toni Cooper. The Australian government announced it is budgeting a significant sum of money towards critical technology with AI being seen as that. This is essentially free money. Is the company pursuing a bite of these government grants?
Truthfully, I'm not aware, but we would certainly investigate.
Okay. Mr. Craig Jameson says, thank you so much and congratulations on progress.
Oh, thank you.
A question from a Mr. Ozdemir. All of those partnership announcements, why were they not made via the ASX, where the BrainChip is listed?
Do you wanna take that or just.
Yeah.
I mean, I can take it, either one, but.
I'll go first, then you can give the color. All right. There's a lot of questions that we get with respect to ASX announcements, right? I think this is one of many, so hopefully we can kinda, like, group them Group them all together.
There is a materiality clause relative to does it move the share price that we have to make an assertion on before any sort of announcement takes place. That is what we do. That is what we are obligated to do, right? If there is an engagement that we believe meets that materiality threshold, we make the announcement, right?
However, in the IT space, and I should say in the tech space in general, there is a lot that we do that is kind of I'll use a phrase, it's blocking and tackling. It's just the usual stuff that we have to do in the tech space. For example, when you're in the IP market, there's a lot of engagements that we have to participate in in order to de-risk people using our technology.
For example, if they grab a piece of BrainChip IP, and they drop that into a chip, the BrainChip IP is gonna have to play, if I use that term, bear with me, play with other IP in the chip. Everything from interfaces to software. There's a whole bunch of things.
Are they gonna use Cadence and Synopsys tools? Where are they going to manufacture the chipset? There's so much other IP that comes into play, and so what will happen a lot of times is we'll have to do deals with these other ecosystem providers in order to ensure that our IP works with them. Now, is that necessarily a material event that we have to do a disclosure that's gonna drive the share price?
Well, there's a situation right there where we'll sit, and we'll all talk, and we'll say, "No, it's not." It's kind of what we have to do in order to make our IP acceptable in the marketplace. I just want all the shareholders to understand that we take this incredibly seriously.
There is a lot of bandwidth that is utilized inside the company as we're doing these ecosystem deals and working with our customers and then asking the question: Is it material? If it's material, we go to the Australian Stock Exchange. That's a big process that we partake in. We take it quite seriously. I don't know if you wanna follow up on that.
Yeah. I wanna maybe add a few more comments to that because material defined by the ASX, we're fully compliant. Are these important? Yes. Right? Not material by the ASX definition. I absolutely believe, as a long-term tech executive, that ecosystems is foundational to the success of this company. No technology stands alone.
Never does. If you look at anybody in this industry, you know, I won't name other company names. They all have active ecosystem programs. We have to work with partners. Our customers demand that we do. They wanna know that workloads will come onto our platform easily.
They wanna know that their technology investment is portable to any foundry. They wanna know those kind of questions. We have to do this, and it's critically important. We just don't have to announce it over the ASX.
A question from Mr. Simon Kilalea. I keep hearing that we are expanding and adding talent throughout the company all over the world, but the annual report showed we only grew by a total of three. Is there a goal to increase staff overall? Are we just maintaining?
There's a goal to grow, and we've actually grown quite a bit since the annual report as well. I don't know where the current headcount is, but obviously we are. Yeah, we are definitely growing. I know we added two people last week, so it's every week we're adding some people. Not every week, I take that back, but we're adding people for sure.
Two more questions. Do you still have a share underwriting agreement in place? If so, how much is still available and over what period?
Before we take that question, I wanna add one more thing about the headcount because I think it's important. Sorry about that. Back to being the comments and the theme of the speeches. Depth and headcount is critical.
We couldn't achieve our mission without the right engineering talent, with the right sales talent. We're now at a scale where our hiring will slow down a little, but we absolutely needed a lot more strength than when I walked in here. I'm much more comfortable with not only the size, but the talent. We've had a real upgrade in talent. To the underwriting question.
Yeah, to the underwriting question. Ken, I'm gonna ask you to field that, if that's okay, please.
Yeah, sure. Yeah. On the question on the shares, we still have an existing agreement with the LDA Group or the LDA facility that you might be familiar with. There's about $3 million left under that agreement. We are obligated to utilize that by the end of the year.
There you go. One final question.
Yep.
Maybe to the Chair. To gauge market interest, has the Chair or board considered either formal or informal M&A takeover activity in the last 12 months?
The direct answer to that question is no. However, at the same time, as part of our protocol and as part of our strategy, you know, we're constantly doing what-if scenarios in terms of, you know, how it maps with Sean's strategy, the direction the company's going, the direction the market's going, who we're talking to in the industry.
Those conversations are always happening. The direct question in terms of is there any direct activity happening on that front, the answer is no.
Those are all the questions.
Wonderful. Thank you.
Thanks, Sean.
Let's go into the room now. Appreciate everyone's patience there as we got through all the Lumi. Tony, you've got a couple here and a couple there.
Thanks for your presentation. Jeff Hine. The last several 4Cs have stated that your focus is on turning technical evaluation into paid license. By your own admission, that's failed. Well, it hasn't got as much traction as you wanted.
My question is, would you or why don't you offer different entry packages, for example, a lower sign-on fee and a higher royalty or a lower sign-on fee and milestone payments, for example? Seems to me that we need to get more sign-ons rather than the upfront fee.
Go ahead, Sean. I'll let you.
Thanks for the question, Jeff. It's, when we talk those statements about converting, those are technology engagements. We're going deeper in the engagement models, not the commercial conversations that are taking the time.
I made a comment in the middle of my speech about we understand the IP sales cycle deeper now than we did a year ago. It's incredibly detailed in terms of the amount of technical work and collaboration between the companies. Back to the NDA question. We are in very deeply with these companies doing works on their models, their datasets, their designs.
When it comes to commercial conversations, obviously, we do have price lists, we obviously, like all good businesses, we will negotiate. The term or the comments in the 4C are all about converting all the deep technical engagements. That's what we're working on. Not the commercial is not an issue right now. Okay?
There's a question over here. Yep.
Thanks Sean, Thank you. My question is not just my own personal question, but on behalf of a number of other investors, and it relates to disclosure, continuous disclosure. You made the comment about taking it very seriously, and we respect that.
We also see that the guidelines suggest that companies should err on the side of caution, i.e., over-respond rather than under-respond. Taking an example, Mercedes moved the dial very quickly, that particular event a year or so ago.
Since then, we see Arm come through. Basically, Arm is a massive company for our purposes compared to Mercedes. I wouldn't call Mercedes a one-trick pony, but it is in the auto industry, and it's a smaller luxury car provider. Arm, on the other hand, is addressing all parts of the industry and all industries for that matter.
The question is, why can't we do more? The website is missing information when it comes to partnerships, for example. I tried to send someone there the other day. I was embarrassed to see there were gaps, significant gaps in the website as far as their partners go. With the quarterly report, there were 12 sentences in the quarter.
I mean, I see that and other people see that, and we see other companies using that as a free hit to tell investors whatever is important to the company to get across. We think there are substantial areas that there could be more done in that area. Is there a reason that it hasn't been emphasized to date?
You wanna go first, Ken?
Yeah. Thanks for the question. I didn't catch your name, sir, but-
Sorry. Alan Campbell.
Thanks, Alan. There was a lot there. First of all, thank you for the point about the website. We'll definitely check on that for sure. I think it was a general even though it's called continuous disclosure, it was about communications in general.
I would say, we utilize all vehicles on our communication. Every Sunday night, I have a review with my marketing team to look at our planned announcements for the week, and a lot of them come out through PR and blogs and things like that.
We are communicating a lot. I wanna address your specific a little bit more around the quarterly. It is something we certainly can examine if it's too brief in there. We've always just kept it briefly, keeping it on the financial highlights.
I'm glad to take that back and strategize if we wanna use it a little more communicative or not. I don't have an answer for you right now.
Yeah. Yeah. That's actually good feedback.
That's something. It's, it's good feedback, and I just wanna huddle with, you know, Ken, my CFO, and others. There's no, If we can do that, we should expand that section for sure. You know, again, I would say we use a lot of different vehicles. Around the ASX, I think Antonio kind of addressed our view on that, which I didn't hear an ASX angle in your question just now.
That was along the lines that the ASX says clear on the side of giving more information rather than less, and avoid prosecution by doing so. That's from pretty well.
Yeah. Yeah. Again, we think, and we give it a lot of thought. I think he said we give a lot of energy that we're hitting the right mix and fully compliant and on that. I will take the feedback about utilizing certainly the quarterly better, certainly the feedback on the website better.
I would also say, please let us know if you know, reach out to us and let us know if the other vehicles, the blogs and the PR are not reaching you, right? We're putting a lot of stuff out.
Just as an example, there are tech companies doing CEO interviews on virtually every substantial announcement. I'm not saying you should.
Yeah.
Yeah. We'll, we'll take it. I'm One thing I'm not afraid to do is talk, so I would be glad to do as many. I am doing a quarterly webcast with Tony. You may have heard podcasts. I've been doing a series of podcasts. I've done three or four webinars in the last couple of months. Yeah, we can I hear more communication.
The group is very happy with the progress that you've made in the last few quarters.
Great. Well, thank you for that. Tony wants to say something.
Yeah, if you don't mind. I'm gonna 100,000 foot level answer, if you don't mind, Alan, 'cause I think your question is absolutely solid and it's like I said, it's a discussion that we have constantly, okay? What I wanna do is I wanna step back and just say where we sit in the design cycle, right?
Is at the absolute early stages. When somebody engages with us, and we're engaging with their engineering teams, and they're evaluating our technology, right? Chances are there's, you know, a full on product marketing organization behind that that's thinking about all the different requirements in terms of what subsystem their chipset will go into, and they're all thinking about that.
Then they make IP decisions, and they'll say, "All right, we're gonna take your IP and we're gonna integrate it into a chipset," right? Then they start working on the chipset, and that typically could take anywhere from one to three years.
Then from there, that chipset has to work its way into a subsystem that actually goes into a product that is gonna be out in the marketplace that we're all gonna consume. That's a pretty long process, right? The scary thing for us as a company is when we engage with somebody, right?
We get into the door, and we start talking to their engineering personnel, and their engineering personnel get excited. They take our technology, they start integrating it, they start working on prototypes, and it's pretty clear that we're on a very good path.
The problem there is, do we tell people? We don't know if it's gonna make it into an end production system. If we start telling people we're designed in and it doesn't go to an end production system, oh, I know I'm gonna get lots of phone calls from people, right?
It's a delicate situation for us only because the design cycles in tech are so long. You mentioned a very large company in Germany who makes cars. The design in and verification period, just for safety, is three to four years. Just for safety. A lot can happen in that process, right?
The debate that we always have internally, and my sincere apologies for being long-winded on this, the debate that we have internally is, at what point do we have enough confidence level to actually issue messages that could directly impact the share price, saying that we're engaged with somebody? That's hard.
That's really hard. I appreciate with all my heart the comment that you made about erring on the side of over-disclosure. Given the market that we serve and where we come in in that design chain, that could actually work against us. That is the dichotomy that we face constantly when we have these discussions internally. I share that with you not to give you a direct answer.
I share that just so everyone can understand where we sit in that chain and how that process goes forward and why it's. That's a, that's a really, really, really tough subject. The good news, I feel we have a wonderful executive team.
We have a fabulous board that, you know, has to make those decisions as to when we do or don't announce anything. I hope that helps a little bit. Sorry. Sorry. Sitting in the room. There's one over there. We'll get you. Hold on. We'll go here and then over there.
Hi, this is Ganesh here. I have a question to CEO. China has banned semiconductor from U.S. recently. What effect it has to BrainChip? Thank you.
Thanks, Ganesh. We are going to engage where we have any possibility. Of course, we respect the laws to do that. We are not selling chips, right? We're selling IP. We will look for customers wherever we feel appropriate as long as we comply with the law.
Right now, there is nothing that we're doing that is not compliant. You know, it's a big market. We would love to address wherever we can.
My name is John Cook. I'd just like to ask, do you or the board know of any product that has currently got a Akida in it that's ready to be on the market that I could or someone could go and buy today? Is there, to your knowledge, a product that has a Akida in it? If not, can you give us any indication of a product that you think might be shortly coming to the market with the technology in it?
The most visible ones that you will see when I talked about the ecosystem is the system integrators. Those companies that we're talking about in the ecosystem program will take our existing chips, even though we're not in that business per se, we're in the IP business, and then you'll see very visible in there.
You won't see it visible if somebody buys an IP license and brings it to market. You will because they're not gonna necessarily tell you if it's out there. We can't tell if they go out there.
Is it on?
Yes, you are.
Thank you, Alan, for your question, and thanks for your answer on part of my question was, how long does it take before a real product hits the market with BrainChip technology? Is three to four years? Just for my benefit, I guess there's probably when you do sign up with a company, there's a bit of a sign-on fee, I guess, for. And then you're basically getting royalties at the point of sale of that product. Is that how it's working?
Right.
One question would be that, would BrainChip be insisting when a product does come to the market, like Intel do with their chip, have an Intel logo on the box to say, "Okay, this is a fantastic computer from Toshiba," but down the bottom, instead of an Intel logo, there's a sub-logo of Intel under there or something like some of that? Then that's when we'll see real income coming in the market in four to five years' time, if things go to plan.
Well, the kinda Intel Inside analogy probably is not a good one for what we do. We're a component of the chip itself, right?
Yeah. You know, to say that we're, you know, the chip in there would probably not be the appropriate, you know, representation as part of the chip. That's why we wouldn't do something like that. Also, too, you know, you gotta Intel as a brand that's, you know, 40, 50 years old, and that where it makes a big difference as well. I don't know if you wanna add anything to that.
Yeah.
I know you will.
If somebody gave me the opportunity to buy an automobile that was BrainChip powered, I'd be first in line to buy it, right? I think that's fantastic.
There's no Arm inside of here.
I was gonna, actually, funny enough, Peter, that's exactly where I was going. you know, I mean, Intel's volumes are microscopic compared to Arm Holdings, okay? I mean, Arm Holdings is everywhere, right? They, they have, they have successfully positioned themselves as the standard in terms of micro-computing.
You'll notice they've not done that with a trademark strategy. They've not, right? Never have. you know, you don't, you don't, you don't. You know, cell phones don't literally say Arm powered on the back of them. They, they don't. yet, you know, your typical cell phone has anywhere from 20 to 30 Arm cores inside it. really, your question really comes down to kind of marketing strategy and branding.
You know, in order for, you know, Intel to do an Intel Inside marketing campaign, there has to be a marketing plan around the fact that you're going to sell more computers because it's Intel Inside. I'd rather have Intel than AMD. You know what I mean?
In essence, that's really where that originates from. Sean's point is absolutely correct. Given where we are in that value chain and how embedded we are into the chipset, the probability of a marketing campaign around being BrainChip powered, it's gonna be more at the silicon level.
You're gonna hear a lot about BrainChip marketing itself to the silicon providers, not in your local electronic store. We're a couple of layers down is how that will effectively work. I don't know if you wanna piggyback on that.
No, I mean
Yeah.
You hit the theme that I probably wish I had added, which is again, we are trying to market to the people that are gonna buy it, not the people that are gonna buy the end computers or the end devices that it ends up in, right? All of our marketing dollars are trying to influence some of those target markets or target customers that I was asked about earlier.
Oh, I should also piggyback on. We should acknowledge, your characterization of the business model was, without question, accurate. Customers might.
Yeah.
I should be talking into the mic. My apologies. Customers will have, you know, different use requirements. Some people may only need access to our technology for one or two chips. Other companies may need access to our technology for a certain period of time because they're making a whole bunch of different chips. There is a license fee associated with that. When that license fee comes in
All the technology is turned over to them, there's the exchange there. The back-end payments come once they start shipping. Every 90 days, they submit a report to us basically saying, "This is how many chips we shipped," and then they send us a royalty check. That part you've got absolutely correct.
Okay.
How are we doing in the room? Here we go.
Hi. My name is Keda, and I have one question for you. What sets our company's products offerings apart from competitors? Have larger firms shown interest in making similar products? If not, why do you think the reason is?
Yeah. What sets us apart is let's just talk about that because the answer is yes, larger companies are showing interest in that. You know, I talked a lot about the edge market. Most of the companies you hear today are in the data center, and what contrasts us in an edge market is the attributes of our product, which is exceptional low power consumption.
That's really important when you don't have a power cord near you. Quite frankly, even if you do, low power matters because of, you know, the economic nature of that. Secondly, what sets us apart, we have the ability to do localized learning, which we're the only one in the market that does that.
The use cases are pretty broad, which differentiates us, that you can do something localized and not have to go back to the cloud to retrain. I think the neuromorphic nature that Peter envisioned when you started this company, you know, I showed that slide behind me about the Gartner model.
Neuromorphic technology is coming, and it's coming quickly. This industry's been around for decades, and we've been working with old architectures that have run into really serious bottlenecks. Models are getting bigger, and the demands are getting bigger. You have to have a new approach to do it. Yeah, we're pretty unique in that particular way.
Yeah, others are definitely looking at us very carefully, and other big companies or, you know, some of the Intels in the world are all gonna be looking at that edge market at some point. That's why we're at that critical phase where we are right now, which is we have to innovate that much quicker, and we've got to continue to get out and proliferate while the market is still fragmented.
I guess we'll take one more right there, and then we will move forward.
Jeff, I do have one follow-up question.
Okay. We will do two more.
Sure.
Sean, my name is Nick. I'm a CEO of a large company myself. I empathize with the challenges that you're going through in growing a company and trying to reach new customers. You mentioned the board approved a five year strategic plan. I find it quite frustrating that you can't provide shareholders with any type of revenue guidance whatsoever over that five year period.
I have investors in my business. I meet with them on a quarterly basis. I have to show progression in the company, but I also have to show revenue guidance, forecasts, three way forecasts. You know, this company's been talking about this fora couple of years now. I've been a shareholder for four years.
I think I speak for more people than myself that there is a lot of frustration around any or the lack of any guidance on what the revenue model will be, the size of the top line, any EBITDA projections. There's nothing.
That's very frustrating. I'd like some commentary or some guidance, if possible, on what the next five year or four year, given that you're one year in, what that will look like.
Thanks for your comment, and thanks for your question. You know, we talk about the long sales cycle, and I too look forward to the day will come when we will do that. Until we have consistent cadence, if you will, on our execution on the commercial side, and we can predict with a higher degree of predictability, it just would not be appropriate to share at this point. It's just that simple. I don't know if you wanna add any more.
I think there was a follow-up question, Harold.
Yes. To go back to your the question about ASX announcements, shareholders have asked quite a number of questions, most of which you covered, but there's a specific question here. If you determined earlier in the year that Akida 1.0 was not going to penetrate the market and that the AKD1500 is a significant advancement over Akida 1.0, these appear to be significant matters. Why were they not released to the ASX?
Do you wanna?
No, you go. Go ahead.
Yeah. It's an interesting question. Again, I don't wanna be clear. This Akida 1.0 has a place. Again, I don't wanna talk about customer names, but there's a customer on itself who's taping out sometime in the near future on 1.0, so it's a solid product.
My comments were very clear. It's just narrow, and it's not broad enough to build a large company on. There's nothing to pull back and say it was not a good product. It just was narrow in its focus, and we needed to get a lot broader. Around the 1500, that's just a chip.
You know, again, we're in the IP model, and, you know, we look forward to that chip because it's gonna give us a lot more proof points, again, in a different configuration for our existing IP. Again, we were fully compliant with all the ASX guidelines and rules, and we didn't think these met that.
We're gonna move on to the general business. Thank you, everyone, for their questions with respect to the addresses. Obviously, there's gonna be other points at which you can ask questions related to the resolution.
We start with item one. Item one on the agenda deals with the receipt and consideration of BrainChip's financial report, the director's report, and the auditor's report for the year ending 31 December 2022, which are incorporated in the 2022 annual report sent to all shareholders who have requested the report.
I would encourage any shareholder who has a question on these reports or our business in general or any questions, you are to raise them now. Carol, do we have any questions relating to the financial statements and reports? No.
Are there any questions in the room relating to the financial statements and reports? There's one there.
Hold on. I'm gonna come on to that. You'll be first. Okay? Just talking about the financial statements and reports at this time. Okay? Now we'll move to the formal motions of the meeting. I will refer you to Resolution 1 of the notice of meeting in respect to the adoption of the remuneration report of the company.
This is a non-binding resolution. The company's remuneration report is contained in the 2022 annual report. I would highlight that in accordance with the Corporations Act, no votes may be cast on this resolution by or on behalf of a member of the company's key management personnel or their closely related parties. I will refer to these people collectively from now on as prohibited voters.
A prohibited voter may, however, vote directed proxies, where they do so for another person who is not themselves a prohibited voter. As chairman, I may also vote undirected proxies for a person that is not a prohibited voter in accordance with my stated voting intention to vote on all available proxies in favor of this resolution.
Before opening this to discussion, I would like to mention that in the interests of corporate governance, the BrainChip board have abstained from making a recommendation with respect to this resolution. Carol, do we have any text or verbal questions received via the Lumi platform in relation to this resolution? We'll start there.
Yes, we received a question in advance of the meeting. There are a few questions, small number of questions, but I will combine them.
Okay.
As I said, there have been a number of questions in relation to compensation of the board and the CEO in the light of the company results for FY 2022. Could you please discuss the rationale?
Okay. There are three areas that I wanna cover with respect to this question. Obviously, leading up to this meeting, the board and many of you have contacted us with respect to compensation. I see three areas to kinda comment on.
First is net compensation, and that has two parts. One, many of you have reached out with respect to a consultancy agreement that was put in place last year when I first came on board. Second is just net compensation in general. The third is compensation for our executive team and the employee base. I'm gonna touch on those three, so give me just a minute just to hit a couple points.
Obviously, whatever further questions we'll deal with. Let me start with the consultancy agreement. When I first came on board, Peter, as CTO and founder of the company, was wearing multiple hats, one of which was the hat of the CEO. Our previous CEO had resigned. There was no CEO other than Peter on an interim basis. There was no head of marketing.
There was no product marketing. We had a VP of sales who was trying to basically do everything so that we didn't separate out ecosystem. There were no real processes in place, no organization in place with respect to the commercial organization. There was no product or architectural roadmap. From a corporate governance standpoint, you know, we were weak.
You fast-forward to today, there is a CEO in place. There is a VP of sales in place. There is a VP of ecosystem on the executive team in place. We've done a ton on the ecosystem front. We have a Chief Marketing Officer Nandan Nayampally in place.
There is an architectural roadmap. There is a product roadmap. There is a definition and process in terms of how we develop our products and how we develop our roadmaps. From a corporate governance standpoint, we are light years ahead of where we were 16 to 18 months ago. There's still work to be done? Of course, but we are light years ahead on all of those fronts.
Really a question with respect to my consultancy agreement could potentially be, "Well, gee, Antonio, given how far the company's come, should you really be a consultant anymore?" Then there were questions about, "Well, you're an independent."
As part of the process, the board, we have constant meetings to discuss my ability to help the company out in terms of setting them in the right direction, helping them out, and I communicate back to the board to ensure my independence, and the board validates that. That's been the process that we've been working under for a while. We're in a position now where I feel like we've kind of pushed a milestone.
I am happy to let everyone know that the kind of consultancy part that we had put before you about a year ago, the board now and myself are working to kinda terminate that agreement under mutually agreed terms, right. Which is exactly what the shareholders approved last year, 'cause we don't need it anymore. That's one part that's gonna go away.
Second, with respect to NED compensation. Over the last year, we have been working quite hard to come up with a NED compensation scheme that's kind of in line with the market. If you roll back and you look at how BrainChip has done things historically in the past, right.
For whatever reason, there have been very large grants issued to the NEDs, and a variety of reasons for that, right. Back in the day, company wasn't paying cash.
Didn't have a lot of money, right? You pay in stock. Not uncommon, right? Those grants were large, though. I mean, look at one of the resolutions that's on the ballot in front of you right now for a previous NED, right?
The shares in that resolution are more than all of the NEDs have combined today, right? 'Cause we pulled all that back. Our NED compensation scheme today is pretty simple. There is a nominal cash payment, and then there is an initial element when you first come on board. You can see that with respect to Duy-Loan's grant that's in front of you today, and then there's an annual.
It is a scale of magnitude less than what previous NEDs were receiving from the company, and that's what we've put in place moving forward for NED compensation.
I would encourage everyone, look at the global technology market, look at the companies around the globe, pull their corporate governance documents, and you will see that I realize this may run counter to Australian norms, in the global technology market, that's how NEDs are compensated.
If you look at a Synopsys, if you look at a Cadence, if you look at a Broadcom, obviously the scale and the dollar amounts are much larger, the structure is the same. We've taken it down, obviously, given our size. We've also had that audited by third parties, the Radfords, the Compensia. We've had third parties look at it and audit against peer groups of similar size.
Again, I would challenge you, look at those companies that are public out there right now that kinda sit in that single digit revenue, up to $20 million, $30 million, you can see for yourself. What we've done is we've tried to create a NED compensation scheme that's in line with global standards. That's what we've done, right?
That's on the NED piece. Lastly, on the exec team and the employees. Last year, at this AGM, we took a ton of feedback from people with respect to compensation. In addition, leading up to this AGM, more feedback has come through, and there was one cream that rose to the top of all that feedback, and that is performance-based compensation for the team and the executives.
If you've read the 2022 REM Report, you will see that that is now in place, right? The annual bonuses that every employee gets is now tied to the annual metrics that the board approves every year.
The only variance is some employees, in particular the rank and file employees, they have the ability to have personal management-based objectives that are set by their direct their managers. Individual engineers may have a set of personal goals that they go after.
Even if the company doesn't achieve its objectives, it doesn't achieve its financial targets, right? There are still some elements of the annual bonus that we'll pay to the rank and file employees, right?
As I mentioned in my address, last year in 2022, the average annual bonus was about 60%, and a lot of that was because of the MBO portion of the annual bonus. Your next question may be, "Well, what are the elements of the annual bonus?" The elements of the annual bonus are bookings, revenue, variance to budget.
That's what we have in place right now. Can I share those numbers directly? No, because then I'd basically be giving you forward guidance. There is a little bit of a dichotomy there. What I can tell you is that those metrics are absolutely, positively in place, and last year, everyone didn't get their bonus.
Okay? We've also implemented, with respect to share grants to the employees, the LTIP program, the Long-Term Incentive Program.
When people receive a share grant as an employee of BrainChip, whether you're an executive or an individual contributor, there's a three-year metric. The first LTIP that was put in place per the 2022 REM goes over the period of 2022, 2023, and 2024.
You get to the end of 2024, we look at the metrics that were in place for that three-year period and then a portion of the amount that had been allocated gets paid to the employees. Currently, the LTIP is tied to revenue growth and share price growth. That's what's in place for the LTIP, right?
Right now we are in the middle of the cycle of the first batch of LTIP that we provided to the employees, right? The other thing that I think is important to understand with respect to the LTIP is as we grow and as we get a little bit larger.
The expectation is that the metrics of the LTIP will be more in line with what I call TSRs or total shareholder return reports that various third parties around the globe present that match you up against peer groups within your industry, and then we measure how we're doing as a company against our peer groups.
That's kind of the norm that a lot of companies follow with respect to incentive-based compensation. We're not there yet, obviously. Instead, we're just focusing on revenue growth and share price growth for the reports.
Probably the most important thing I can tell you is in your, in your voting card, right? When you look at Peter's share grant and you look at Sean's share grant, I am here to tell you that I am praying that they get every one of those shares because we have to put in front of you the maximum number that they're gonna get under the LTIP.
If they were to get that means we exceeded our targets by over 150%, right? If they don't, let's just say we come in at 100%, well, then in that case, there's gonna be less than that given to them if they come in at 100%. The extra shares that you approved will just basically go back into the evergreen pool. That's what's gonna happen.
If we don't meet targets at all, well, then pretty much a significant number of those shares go right back into the evergreen pool. By law, you have to approve, or we, I should say, sorry, we have to approve the entire lot.
That's what you have in front of you right now. I hope that gives some color. And I have to admit, if I sound a little canned with my answer there, I apologize. It's just we've gotten so many questions on this. I tried to answer them all in one fell swoop. All right? I'll stop talking there. There was a question at the back, and we will start there.
Thank you. My name is Roger Manning, and I've been a shareholder since 2016. As you know, Mr. Chairman. Well, I am one of the people that have been questioning this very, very issue.
Right. Rightfully so, Roger. Appreciate all your feedback that you've given us.
I've been rabbiting on about excessive and premature remuneration since 2018 when the person in item eight , is it? I, in a fairly hostile manner, I challenged him on this whole situation. It may surprise shareholders to learn that in 2022, our directors were paid more than their peers at BHP and CBA.
Read their annual reports. Companies that in 2022 generated AUD billions in profits and paid AUD billions in dividends to their shareholders. It may also surprise you to learn that in 2022, our CEO was paid a relatively similar amount to his counterparts in those same companies. We were told, "Judge me not on effort, but on results." Well, we can debate until the tow-cows come home about what represents results.
With public companies, the sole arbiter of results and success is the share price. On this day last year, it was AUD 1.27. Right now, when I last looked, it was AUD 0.40-odd. The remuneration you're asking us to approve for 2023 simply adds insult to shareholder injury.
Once again, it's premature and excessive. If you blokes and gals are dinkum about your commitment to our company, I suggest you pay yourselves your generous basic salaries and nothing more until our company earns more than it earns. I believe, very honestly, that there is a sense of entitlement within this company. Thank you.
Thank you, Roger. There was no question there to answer. I think Roger just wanted to make his point across to the shareholders, which he has made. Thank you, Roger, for your feedback. You know what? Were there any other questions online? Were there any other questions in the room with respect to the remuneration report?
Steve Liebeskind. Antonio, thank you for the passion you expressed in trying to explain the compensations when it comes to the various components of it, and it's not easy. It's an inherited one, and it's being reevaluated at various times.
In regards to bonuses and everything else, it is a challenge, and unfortunately, it's always done historically rather than in advance. We can take that on board, and there'll be obviously opportunities for questions down the track.
The one thing that is, I have struggled with, and it's not really new in Australia to any great extent, is options versus RSUs, Restricted Stock Units. This is appropriate for when you mentioned item resolution number eight. In particular, options had a strike price. In that particular case, the strike price for Resolution 8 was in the order of about $0.125.
Just a quick metric saying if those options were to be exercised, that meant the company would receive $1 million. Very simple round numbers. Now to go to that extent of having that waived, there is an issue. That's point one.
Point two. I think it's. I don't know if you have an opportunity to explain now or whether it should be done at some later date. Issuing options at a strike price means there's an incentive to get the strike stock price up, depending on that particular point.
Issuing RSUs at zero price entry price for a holder, it hasn't been, I don't think, particularly explained well as to the impact on to the investor community and the difference between that. There's probably a lesser RSU number being issued to holders.
Versus options. there's not necessarily a question other than the fact that I'm sharing that I think there is issues. I don't know whether we've got enough time in the day to go through it, but it is a concern.
Oh, a couple things on that. There were a couple points there I'll touch on quick, and then Ken, I'm gonna have you kind of, if you don't mind, follow up. The RSU versus option debate, I would argue, is resurfacing across the globe yet again.
There was a time where options were pretty much on their way out across the board, and everyone was moving more toward RSUs for the up reason exactly as you outline, and that is you give out less that way. What's happening now is with a lot of companies, especially in tech, with their share prices in decline across the board.
Now the option debate resurfaces again because perhaps with options, it serves more as an incentive tool because you're bringing people in at an option price that is lower. Range that we're gonna be having.
There's no question. All I can do is acknowledge your point and say that discussion is happening. Is there anything to share with the shareholders with regards to any resolution on that front? No. On the first part of your question, which was respect to resolution 8, yes, there was a change there between what was originally offered to him were options versus RSUs as part of what's the issuance now.
All I can tell you, we'll get to resolution 8 in just a little bit, but that is intended. That absolutely is intended. Any other questions with. Yes.
I've got a comment.
Okay.
Before people vote, they've got to understand that we need the Americans a lot more than they need us. We've gone to America because the Americans can That's all.
The only thing I appreciate your comments, Mike. Thanks. The only thing I will say is one thing that I've made a habit of communicating since I've come on board is we're in the global technology market. It's not about being American.
It's trust me, Americans have their faults. I'm first to tell you. It's not about being Australian. It's not about being European. We are competing in the global technology market. We are competing with Korea. We're competing with Japan. We're competing.
It's a compliment.
I appreciate it. I appreciate it. You're getting a little piece of my sense of humor. So I appreciate your comment, Mike, but we're in the global technology market. All right. I'm gonna, I'm gonna stop there. As I look around the room, I don't see hands up.
So if there is no further discussion, I would like to propose the resolution that for the purposes of Section 250R(2) of the Corporations Act and for all other purposes, approval is given by the shareholders for the adoption of the remuneration report as stated in the company's annual report for the year ended 31st of December 2022.
Votes and proxies received for and against this resolution and at the proxy's discretion, including me as chairman to vote in accordance with my stated intentions in favor of this resolution, are as presented. Please submit your vote or mark your voting card in respect of this resolution.
While you are doing that, we are going to move to resolution 2. Resolution 2 of the notice of meeting in respect to the reelection of Mr. Geoffrey Carrick as Director of the Company. Mr. Carrick retires in accordance with Clause 16.4 of the company's constitution.
His biography is included within the explanatory memorandum accompanying the notice of meeting. The BrainChip board, with Mr. Carrick abstaining, unanimously recommends that you vote in favor of this resolution.
Carol, with respect to resolution 2, do we have any text or verbal questions received via the Lumi platform with respect to this resolution?
None.
Are there any shareholders here in the Sydney venue who have any questions with respect to Jeff Carrick's reelection and resolution number 2?
With no further discussion, I now propose the resolution that for the purposes of clause 16.4 of the Constitution and ASX Listing Rule 14.4 and for all other purposes, Geoffrey Carrick, who retires by rotation and being eligible, offers himself for reelection, be reelected as a director of the company.
Votes and proxies received for and against this resolution and at the proxy's discretion, including me as chairman, to vote in accordance with my stated intentions in favor of this resolution are as presented. Please submit your vote or mark your voting card in respect to this resolution. I would like to refer you to resolution 3 of the notice of meeting in respect to my personal reelection as director of the company.
I would therefore at this time like to invite Geoffrey Carrick to chair this portion of the meeting for purposes of this resolution.
Thank you, Antonio. Good afternoon, everybody. I refer you to resolution 3 of the notice of meeting in respect of the re-election of Antonio J. Viana as a Director of the company. Mr. Viana retires in accordance with clause 16.4 of the company's constitution.
His biography is included within the explanatory memorandum accompanying the notice of meeting. The BrainChip board, with Mr. Viana abstaining, unanimously recommends that you vote in favor of this resolution. Carol, any questions?
None.
Thank you. Is there anybody in the Sydney venue who would like to ask a question at this point? I'll proceed. If there is no further discussion, I now propose the resolution that for the purposes of clause 16.4 of the constitution and ASX Listing Rule 14.4, for all other purposes, Antonio Viana, who retires by rotation and being eligible, offers himself for reelection, be reelected as a director of the company.
Votes and proxies received for and against this resolution and at the proxy's discretion, including me as chairman, to vote in accordance with my stated intentions in favor of this resolution are as presented. Please submit your vote or mark your voting card in respect of this resolution. I'll hand it back to Antonio.
Perfect. Thank you, Jeff. At this time, I'd like to refer you all to resolution 4 of the notice of meeting in respect to the election of Duy-Loan Le as director of the company. Ms. Le was appointed as director of the company on the first of November 2022 and retires in accordance with clause 16.6 of the company's constitution.
Ms. Le's biography is included with the explanatory memorandum incorporating, accompanying the notice of meeting. The BrainChip board, with Ms. Le abstaining, unanimously recommends that you vote in favor of this resolution. Carol, do we have any text or verbal questions received via the Lumi platform with respect to this resolution?
None.
Are there any questions here in our Sydney venue with respect to this resolution? Seeing none, if there is no further discussion, pardon me, I now propose the resolution that for the purposes of clause 16.6 of the constitution and ASX Listing Rule 14.4, and for all other purposes
Duy-Loan Le, having been appointed by the board as director to fill a casual vacancy until the next annual general meeting after her appointment, retires and being eligible, offers herself for re-election, be elected as a director of the company.
Votes and proxies received for and against this resolution and at the proxy's discretion, including me as Chairman, to vote in accordance with my stated intentions in favor of this resolution are as presented. Please submit your vote or mark your voting card in respect to this resolution.
I will now refer you to resolution 5 of the notice of meeting in respect of the ratification of the prior issue of 30 million shares on the terms contained within the explanatory memorandum accompanying the notice of meeting and, pardon me, including the voting exclusions applicable to this resolution.
The BrainChip board unanimously recommends that you vote in favor of this resolution. Carol, do we have any text or verbal questions received via the Lumi platform in relation to this resolution?
None.
Is there any shareholder here in the Sydney venue who wishes to raise any question or make comments? Seeing none, if there is no further discussion, I now propose the resolution that for the purposes of Listing Rule 7.4
And for all other purposes, approval is given for the ratification of the prior issue of 30 million fully paid ordinary shares, which were issued pursuant to the put option agreement between the company, LDA Capital Limited, and LDA Capital LLC, and as varied as announced to the ASX on 13 August 2020 and 13 October 2021, and on the terms and conditions set out in the explanatory memorandum.
Votes and proxies received for and against this resolution and at the proxy's discretion, including me as chairman, to vote in accordance with my stated intentions in favor of this resolution are as presented.
Please submit your vote or mark your voting card in respect to this resolution. Moving on. Resolutions 6A, B, C, D, and E, and the notice of meeting relate to the approval of the issue of restricted stock units to myself and Duy-Loan Le and performance rights to non-executive directors Pia Turcinov and Geoffrey Carrick. I therefore invite Sean Hehir to chair the meeting for the purpose of these resolutions.
I refer you to resolution 6 A, B, C, D, and E in respect to the issuance of restricted stock units to non-executive directors, Antonio J. Viana, Duy-Loan Le , and performance rights to non-executive directors, Peter Turnstorf, Geoff Carrick on the terms and condition as contained within the exploratory memo accompanying the notice of meeting in relation to this resolution.
The BrainChip board, in the interest of good governance, abstains from making a recommendation in respect of these resolutions. Carol, do we have any text or verbal questions received via the Lumi platform in relationship to this resolution?
None.
Is there any shareholders in our Sydney venue who wish to ask questions or make comments? If there's no further discussion, I would now propose resolution 6.
Oh, actually, sorry, John. My bad. There's a little catch there. We need to go here.
Okay.
Yep. Sorry.
Votes and proxies received for and against these resolutions and at the proxy's discretion, including me as chairman, to vote in accordance with my stated intentions in favor of this resolution are presented. Please submit your vote or mark your voting card in respect to this resolution. I will now hand the meeting back to Antonio.
Okay. Resolution number 7 of the notice of meeting relates to the approval of the issue of restricted stock units and performance rights to executive directors, Sean Hehir and Peter Van Der Made, on the terms and conditions as contained within the explanatory memorandum accompanying the notice of meeting in relation to this resolution.
The BrainChip board, in the interests of good governance, abstain from making a recommendation in respect of this resolution. Carol, do we have any text or verbal questions received via the Lumi platform in relation to this resolution?
We have two questions.
Go ahead.
First question, Mr. Michael Kravitz. Last AGM, you stated to judge you on financials. The financials so far are almost nonexistent. Why do you deserve the restricted stock units at this time?
Okay. The way that question was phrased, it was directed at Sean, but I think I'll answer the question. The board is comfortable making the share grant to Sean on the grounds that it is under the terms of the LTIP program.
Again, I will clarify that what you are approving is the amount of shares that Sean would receive if we are well in excess of 150% of all the goals and metrics over the three year period. The board's comfortable making that issuance on those grounds.
The last question from Mr. John Kotsias. A number of performance rights were issued to a number of employees for meeting or exceeding their KPIs. We, as shareholders, would like to know what these KPIs were as there is currently no progress of this outstanding work in the sales yet.
Ken, I'm gonna have to defer to you. These KPIs, were these in place before I had come on board, or do we know the context of that question?
Okay. I'm gonna take that. Well, hang tight. I will defer on that question. Let us go and research that, and we will address that directly to the share base. Steve, did you have a comment? Did you wanna make a comment? If you.
I'm happy to talk to you offline about that, please.
I'd love to hear it, please, and then we will communicate that to the entire share base. Thank you, Steve. Please, Tony.
Thanks, Tony. Me, Lester Janowski, shareholder for about six years, and representing a lot of other shareholders. It is customary in Austra lia that directors of companies acquire shares out of their own pocket to show confidence in the future of the company and its potential. At this point in time, we don't have any such evidence of the board or executives in BrainChip.
In fact, last year, when shares were allocated to some directors, because of American background, they were forced to sell a good portion of those shares in order to pay U.S. taxes on those shares.
Is it foreseen by the board that the board might adopt such a strategy of committing to the company with their own money to show shareholders the confidence they hold in the company so that the investment market can do so likewise?
The direct answer to the question is there is nothing put forth to the company to put a requirement in front of the NEDs to make a purchasing of. There's nothing in that regard that's put in place. From a direct standpoint, that's how I'd answer your question.
What is missing from our NED remuneration scheme would be a minimum hold requirement that NEDs have to hold. Whether that comes from a period of time at which they have devoted themselves to working at the company, and they have built up their annual grants to that level, which is the global norm in terms of how NED remuneration schemes operate.
If you look at pretty much any company, you will see that they will say that all of our NEDs must maintain a certain level of shareholding.
I do foresee us going down that path. Yes. Do I see us going down the path where we are going to require financial outlay necessarily from the NEDs? I have to admit, looking at it globally, I don't see that trend happening. I don't. If that's where the market goes, then that's where we'll go.
To your last point, this was a sensitive one because I personally got, you know, I had a lot of you reach out to me on your comment about tax. U.S. tax law is pretty clear, right, on this. If you receive RSUs, you don't wait until you file your taxes.
Those taxes are due, right? The global norm there with respect to United States, working for an international company that provides RSUs, is that you do a sell to cover.
In most cases, that is handled by the company themselves. Meaning we all, from a shareholder perspective, we don't see it. M y apologies. The company handles that. The problem is, when you're a non-executive director, you're not an employee of the company. And to use U.S. speak, and sorry to take the meeting in that direction, you're what's called a 1099 employee, right?
What non-executive directors are forced to do is literally put whatever their shares are in order to cover their tax. They don't see it. The moment that transaction takes place, it doesn't go into their bank account. It just shoots across straight to the federal tax authorities. That's what we have in place right now. Going back to, I think it was Steve's comment about options.
One of the advantage about moving back toward an option-based sort of scheme is that we avoid that altogether because options don't have that immediate tax liability. I can tell you that is something that's going to be discussed. I hope that kinda answers your question. There's a question here.
Martine Day. I'm a shareholder. I thought, the restricted share units, the stock units were, had to be put on hold, like for three years, you couldn't sell them. Is that, a m I?
Okay. Hold on. Are you talking about?
The restricted.
Yeah. With these shares here, you're absolutely correct. What's going to happen is that's the issuance of shares to Sean. There's a three year time period, okay? What happens is, at the end of that three-year time period, we go through the metrics, and then of the $2.2 million, Sean gets $1.5 million.
I'm just making something up. Just run with me. That's how that will work. The moment that happens, under U.S. tax law, Sean has a tax obligation on that $1.5 million that day. That's how that works.
Not until.
What this gentleman was also raising is with respect to some previous issuances of RSUs that were outside of the LTIP. Some of those have already come due, like for myself, 'cause I think the way some of my previous RSU package was put forth, there was an amount that got released like every 12 months. When that first 12 months hit, there was a tax obligation.
The company didn't have the metrics to do the sell to cover for me. I had to do that on my own. Likewise, Sean had to do that on his own. That's why you're seeing a little bit of a difference there. To be clear, those shares are part of the LTIP program under the 2022 REM nom that has a three year window. Okay. Good question. Roger in the back.
Talk into the mic. That way the people online, Roger, will hear you.
Gotcha.
Yep.
I would imagine that the number of shares allocated each year relate to the share price. Therefore, the lower the share price, the more the shares. The higher the share price, the fewer the shares. Is that correct assumption?
With respect to the NED remuneration policy, that is correct, because the NED remuneration policy has a dollar amount, right? That dollar amount buys a certain number of shares for the NEDs. That's it, okay? If the share price is really low, you're right, the NEDs get a little bit more.
If the share price goes up, the NEDs get less. That's how it is, 'cause it's based on fixed dollar amount. That's how the NEDs are situated. With respect to the employee grants, whether it's executives or employees, it gets into a percentage of their salaries relative to the rank that they are in the company.
Yes, there is a dollar equation that takes place, and then from there, an amount of shares are allocated. You're absolutely right, Roger.
By performance.
I'm sorry?
By performance.
Oh, that's right. Then obviously the performance metrics again. Yep. Okay. I don't see any other hands. I'm gonna move forward.
I know we're running a bit long. If there's no further discussion, I now propose Resolution seven, that pursuant to Listing Rule 10.14, the shareholders of the company approve the granting of 2.264493 restricted share units to Sean Hehir, Executive Director, and 1.287906 performance rights to Peter Van Der Made, Executive Director, under the company's executive incentive plan and on the terms outlined in the explanatory memorandum.
Votes and proxies received for and against these resolutions, and at the proxy's discretion, including me as Chairman to vote in accordance with my stated intentions in favor of this resolution, are as presented.
Please submit your vote or mark your voting card in respect of this resolution. We now come to the last resolution and the last order of business of the meeting.
I appreciate everyone's patience. I refer to you to resolution 8 of the notice of meeting, which relates to the approval of the issue of restricted stock units to Emmanuel Hernandez on the terms and conditions as contained within the explanatory memorandum accompanying the notice of meeting in relation to this resolution.
The BrainChip board, in the interests of good governance, abstains from making a recommendation in respect of these resolutions. Carol, do we have any text or verbal questions received via the Lumi platform in relation to this resolution?
Yes.
Okay.
We have three questions.
Okay.
Two of them are sort of related.
Okay.
Okay. Why is he now issued stock instead of option?
Okay.
The second one from the shareholder, Rinaldi. I have emailed and asked company executives about the 8 million shares. I was advised that the potential tax obligation could have triggered a retirement to sell down shares, that COVID could have resulted in impact on the share price. On many occasions in the past, Sean and the others have said that share price will do what the share price does.
Shouldn't minimize.
Why have you now tried to use share price as a reason to issue RSUs to Mr. Hernandez when you regularly say you cannot control the share price?
Okay. I'm gonna have Ken address all of that.
Okay.
No, no. That is.
This is rehearsed. Don't worry.
Yeah.
A number of stuff.
Yeah. That was not a deflection. With respect to Resolution 8, I would hope every shareholder understands that, we've kind of said that with respect to the question of Resolution 8. Ken, or I jokingly call him the historian of the group. He is going to answer those questions.
Yeah. I may have to have you repeat some of those, but I'll start with the ones I remember. As far as RSUs versus options, Antonio, I believe, touched on this earlier. We've made a shift to RSUs as a company policy, and that was based on some advice that we received from an expert global compensation firm.
This is something that we were told the Australian market prefers as opposed to options. I just wanna let everybody know that that's one of the reasons we've adopted it across the LTIP, and that's the reason that we did that with this share grant.
The other reason that we used RSUs on this is that the number of options that we would have had to issue to make Manny whole on this grant would have been 3x the amount of RSUs that we had to issue for this.
The share price has gone down over the year, this was an easy way to equate a number of shares for a number of shares. This is cleaner math and that's the main reason we did that. Carol, could you repeat some of the follow-up questions on that?
On many occasions in the past, Sean and others have said that the share price will do what the share price does, so why are you now using the share price as a reason to issue RSUs?
Okay. Yeah. What I would say to that is we are not using the share price as a reason. If we were using the share price, we would have issued a much substantially larger grant to Manny to equate to the compensation package that he had before this incident occurred.
Again, he lost significant value over the course of the year, and if we tried to equate this on a dollar value basis, we would've issued substantially more equity.
Thank you, Ken.
There was one last question?
Please.
Online, Chair. Would you please explain what Manny has done for the company since stepping down as chairman a year ago to deserve 8 million RSUs? I am happy to vote in favor of this if there's a convincing reason.
I think that reason was spelled out in the explanatory memorandum. I like to direct that shareholder to the explanatory memorandum, which clearly indicates why that resolution is on the ballot. Are there any questions in the room? There's one here.
It wasn't clear to me from the announcement as to why the company felt a need to negotiate on this matter.
Okay.
Is it normal operating procedure to negotiate on expiring options?
Ken.
As we included in the ASX announcement, Manny approached the company with the desire to not exercise the options, and we were happy to accommodate that because that would avoid the exercise of 8 million options and subsequent sale of 8 million shares, which we felt would be damaging to the share price.
As abnormal as that may seem, we felt that that was the most beneficial path for our shareholders. We did open up the discussions to do that. Unfortunately, it didn't go well, which led us to where we are today. It was all very well-intentioned.
All right. Seeing no further questions as I canvass the room, I would like to now propose resolution number 8. Oh, I'm sorry, Steve. My apologies. I didn't see you, Steve.
That's fine.
Yep.
Sorry, I'm not gonna go into detail. I'm still struggling with the effect that under options the company was to receive in the order of $1 million. Now we don't receive anything, and I still don't understand how that works.
I'm happy to explain later, but there's too many issues to discuss, and I've looked at it very closely. My issue is the $1 million coming in. Manny did a fantastic job under very difficult circumstances. I've got the greatest respect for him.
I'm comfortable with him being compensated, et cetera. I still struggle that we are going to be issuing, call them an option, call them an RSU. There's still $8 million of there.
Gotcha.
We're not getting $1 out of it, he'll be walking away. If he sold it tomorrow, which he'll probably have to because of the being an RSU and therefore has a tax event, he'll walk away in the order of about $4 million. That's it.
Yeah, I mean, again, I'll just go back to the earlier argument, which was, if we were to have chosen options, what should the strike price be? Should it be the price today? Should it be the price where his options were granted at, I believe it was AUD 0.165 in 2016 or 2017?
We evaluated everything. We went through iterations and analysis until we were blue in the face to try to find something that was an easy, clean, swift, friendly resolution to make this matter go away. This was a small price to pay to make this matter go away. Again, if we tried to use a dollar value, which he could have made the argument for that, we would've been in having a very different negotiation with him.
I know you don't agree with that, Steve, but, and we can talk about this later, but that's how that went.
Thank you, Ken. Thank you for your comments, Steve. Is there a hand there or is. No? Okay. All right. Sorry, just checking. If there's no further discussion, I now propose resolution number 8, that for the purpose of sections 200B and 200E of the Corporations Act 2001
ASX Listing Rule 7.1, and for all other purposes, shareholders approve the issue of up to 8 million RSUs, restricted stock units, to Mr. Emmanuel Hernandez or his nominee on the terms outlined in the explanatory memorandum.
Votes and proxies received for and against these resolutions, and at the proxy's discretion, including me as Chairman, to vote in accordance with my stated intentions in favor of this resolution, are as presented. Please submit your vote or mark your voting card in respect to this resolution. Couple minutes late. Not too bad.
We were scheduled to go to one, we're about five minutes over. six minutes over. Not too bad. Ladies and gentlemen, that concludes the formal part of our meeting and our discussion on the items of business. Please ensure that you have cast your vote on all resolutions. I'll pause here for just a bit to make certain everyone finalizes their votes.
For those shareholders here in attendance in the Sydney venue, please make certain you place your voting cards in the poll box held by Stacy here at the front. I'm sorry, there's also a voting card in the back. I need to make certain that people have done that before I close voting, 'cause once I close voting, they cannot take your card. Looking around the room, is there anybody still feverishly.
Yep. Okay. I will pause. No problem. Behind you. There we go.
As I canvas the room, is there anyone still working on their voting card? No? Going once, going twice. Okay. At this point, I will now declare voting closed. We will publish final voting results with the ASX and on our website here shortly.
Once again, personally, thank you for your attendance. Thank you for your continued support of BrainChip on behalf of the entire board and the executive team. We certainly appreciate your support. We appreciate the dialogue. We appreciate the feedback.
This now concludes the 2022 BrainChip Holdings Annual General Meeting, and I now officially call this meeting to a close. Good day, everyone.