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kabunushi

11/29/22 2:55 AM

#540167 RE: Hopeforthefuture3 #540110

Thanks but I want to reiterate what I've said very clearly. Voting to handcuff and prevent management from raising operating $ for a company that is pre-revenue is simply insane. No you can't 'send a message', you have no way to rationally force less spending or whatever; you can only force management into very subpar deals with no room to negotiate or into a firesale of the company. In otherwords, you can cut off your nose to spite your face, but that is ALL YOU CAN EVER HOPE TO ACHIEVE by voting No on proposal 6. That's not my opinion, that's fact.

What I do intend to vote no on is ONLY the executive and compensation via incentive stock options. I will vote no on items 3, 4, and 5 of the proxy. IMO the awards are obscene given the ruinous crash of the stock price up to and thru 2018 and the lack of progress in securing lasting shareholder value by achieving RA marketing approvals thru 2022, let alone through 2020 which is the time period in question. IMO, management needs to secure lasting shareholder value by achieving RA marketing approvals before deserving 8 figure bonuses paid in options. Maybe that's just me.

The huge number of options granted since 2018 is based on a long ago approved employee option plan which let management set aside up to 20% of outstanding share count for incentive options which could have been available e.g. to be able to attract new senior management, but in fact went almost exclusively to LP and LG as personal rewards. At the time that plan was approved by shareholders, the total capitalization was much lower (the plan may be an original plan dating back to 2007). At that time the cash value of 20% of the shares was a small % of what it is now. Below are the grants they want us to approve (not sure if only the 2020 year ones are up for our approval now):

year grantee # of shares cash equivalent strike price
2018 LP 37,500,000 $6,700,000 .23
2020 LP 35,000,000 $17,317,000 .35

2018 LG 24,500,000 $4,186,000 .23
2020 LP 28,500,000 $10,500,000 .35

Some figures are rounded down. BoD members including those who approved these grants ranged from 5M shares to 15M shares in 2020 for service from 2018 to 2020.

I know LG and LP worked hard and I'm willing to stipulate that they worked very smart using considerable skill and experience acquired over decades in relevant government and private positions, but did they really earn those level of bonuses? I'm no expert on executive compensation but don't think so, especially given that we still have not even applied for any RA marketing approvals. I have no idea what the directors may have actually done to earn 7 to 8 figure share awards worth a few millions of dollars. Were they simply bribed to approve the executive bonuses? I have no way of knowing either way how fair and reasonable those bonuses were.

What had they achieved in terms of regulatory progress and shareholder value added in 2018 thru 2020? Clearly no regulatory progress, and shareholder value added IMO not at all commensurate with those rewards.

Here's something else to consider: they are still operating under the options plan that allows the BoD at any time to reward additional bonuses totaling 20% of the outstanding share count. If the above awards sail through the approval vote, absolutely nothing stops the BoD from doing so and reasonably expecting shareholders to approve the same. Frankly I don't trust the BoD to refrain from doing exactly that. IMO it would be downright stupid not to expect that to happen. Without any reasonable restraint, I bet they will do just that - this time with actual RA approval granted, we might even see shareholder value to increase greatly in the meantime and then maybe the bonuses will feel more deserved, who knows? Note that 20% of all the shares added since 2020 at a pps which we can expect to see if and when RA approvals are in hand will be worth a heck of a lot more $, too. Will management and the BoD feel restrained from an even greater cash grab at that point? I'm not very confident about that, though at that point I might even feel like it's more deserved.