Contract for both execs technically equates to 1.5 mil for doing nothing (500k annual for 3 years). Or they make their lives more complicated/busy/productive for $1.5 mil + a minimum of $4 mil (equals to around 5.5 mil total).
I say minimum $4 mil because the figure is based on a floor price of $2.25 per share for their restricted stock.
If they were to complete an acquisition and after all the dilution based on preferred B shares, warrants and restricted shares that would then be vested - it would largely depend on the PPS after that. If the PPS is $20, each of them would essentially receive a $35 million bonus give or take a few hundred thousand (not including 1.5 mil for their 3 years annual salary on top of it)
Of course, the higher the PPS goes after MA, the higher the bonus.
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Gallagher and Fairfield were retained basically mid last year and it took them 4 months (probably less) to start an acquisition (unfortunately failed). Seems to me (opinion) that they want their bonus.
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