While I haven't examined the Pre-14A in detail my first reaction upon reading it when it was released was that I would vote no on item 2 "To approve the amendment and restatement of the Capstone Turbine Corporation 2000 Equity Incentive Plan." My reasoning at the time was, and still is, the issue I have with DJ stating the 2011 Q4 that they (we)would be going into fiscal year 2012 with some 34 odd million on the books and that combined with revenue flow he felt that they were healthy and saw no dilution on the horizon. Of course, as we all know, the 100 million "shelf offering" came later. During the last Q4 the same line was used except the cash carry-over was 50 million.
I agree wholeheartedly with Gene that compensation and bonuses should be performance based, and the performance matrix should fall on the north side of zero. Nowhere in the 14A, at least as far as I could tell, were thresholds or benchmarks given that would trigger incentives. What I do see is "Our Board believes that stock-based incentives have been and will continue to be crucial to Capstone's ability to attract and retain outstanding employees." I wonder if Our Board believes that the underlying value of the 300 million shares outstanding is crucial to attracting and retaining shareholders? 54 million shorts seem to believe the opposite and they have been right more often than the longs.
"No individual may receive awards that provide more than three million shares of Common Stock, in the aggregate, during a calendar year." That's pretty bold, and I would hope a way forward looking statement akin to what DJ said in one Conference Call, i.e. "looking a bit over the tips of my skis..."
Finally, not many folks are getting raises or incentives of any sort these days. My only incentive in holding a considerable number of shares is the hope, that someday before I become insolvent, is that this company will turn a profit and those shares will be worth more than I paid for them in aggregate. Show me the money and I'll be more than happy to reward those responsible.
AI
