WNWD Windward Ltd

18 April 2024

Windward Ltd.

("Windward", "the Company") 

Publication of Annual Report & Accounts, Notice of Annual General Meeting, Board Changes, Director/PDMR Dealings and Executive Director Remuneration

A.   Annual Report & Accounts and Notice of Annual General Meeting

Windward (LON: WNWD), the leading Maritime AI company, announces that its Notice of Annual General Meeting was posted or otherwise made available to shareholders today, 18 April 2024.

In addition, the Company has today published its Annual Report & Accounts for the year ended 31 December 2023, and an electronic copy of the Annual Report is available on the Company's website at: https://investors.windward.ai/investors/documents/

The Company's Annual General Meeting is to be held at Windward offices at Mermaid House, 3rd Floor, 2 Puddle Dock, London EC4V 3DB on 20 May 2024 at 13 :00 (BST) (the "AGM"). Copies of the Notice of AGM are also available on the Company's website  https://investors.windward.ai/investors/agm/

The Company is arranging a video conference facility to allow shareholders to follow proceedings at the AGM remotely. The video conference facility will be listen only, other than for Directors (if any attend remotely). The conference call details will be published on the Company's website at windward.ai, approximately 72 hours (excluding any day or part of a day that is not a working day) before the date and time of the meeting and will also be included in the AGM Statement announcement, which is expected to be issued at 07:00 on the morning of the AGM.

Shareholders have the right to ask questions relating to the Resolutions at the Annual General Meeting or by emailing their questions to the Company (at legal@windward.ai) by no later than 13:00 (BST) on 15 May 2024. Answers will be posted on the Company's website by no later than 18:00 (BST) on 16 May 2024.

Included within the notice of AGM is details of the remuneration of the Company's chief executive officer ("CEO") and chief financial officer ("CFO"), including salary, bonus and relocation costs for the Company's CEO, which is subject to shareholder approval at the AGM as they constitute changes to their remuneration. The notice of AGM also includes a new long term, performance based share award for senior executives at the Company, including the CEO and CFO (the "PSU Award").

B.   Board Changes

Windward is pleased to announce that Claire Perry O'Neill has been appointed as a Non-Executive Director of the Company, subject to approval by Windward's shareholders at the AGM to be held on 20 May 2024.

Claire will replace Shereen El Zarkani who will step down from the Board immediately following the conclusion of the AGM. Shereen has served as a Non-Executive Director of the Company since December 2021.

Claire had a 20-year career in consultancy and finance before entering UK politics in 2010. She served as Minister for Energy and Clean Growth in the UK Cabinet where she led the development of the UK's Clean Growth and Green Finance Strategies and headed the UK CCUS taskforce and served as the first President-Designate of COP26. Claire also created the global Powering Past Coal Alliance (with Canada), negotiated the world's first public-private Offshore Wind Sector Deal and brought forward the country's Net Zero legislation in 2019.

She now co-chairs the Global Imperatives Advisory Board for the World Business Council for Sustainable Development and serves as a main Board Director for Occidental Petroleum, the Singapore Stock Exchange and Climate Impact X. She is also a Senior Global Advisor for McKinsey and Company and NEOM and is an investor and advisor across a global portfolio of clean tech companies.

Claire is a member of the UK Privy Council, a Fellow of the Royal Geographic Society and the UK Energy Institute and is a Business Fellow at the Smith School of Enterprise and Environment at Oxford University.

Lord Browne of Madingley, the Chairman of Windward Ltd. said:

As we announced today, Shereen El Zarkani will be stepping down from the Board at the conclusion of the Annual General Meeting. On behalf of the Board, I wish to express our gratitude for her service and wish her all the best for future endeavours. We warmly welcome Claire O'Neill as a proposed board director, confident in her potential to strengthen our board's capabilities.

The following disclosures in relation to Claire Louise Perry O'Neill (née Richens) aged 60 are made in accordance with Schedule 2(g) and Rule 17 of the AIM Rules:

C.   Grant of Restricted Share Units and Director/PDMR Dealings

The Company has granted up to 357,600 Restricted Share Units ("RSU") and up to 2,355,493 RSU's in the form of performance share awards ("PSU Awards") to Directors and persons discharging managerial responsibilities ("PDMR") as set out in the table below. The grant of the RSUs to the Chairman, the non-executive directors and executive directors, including the quantum of such grant, is subject to approval by Windward's shareholders at the Company's AGM to be held on 20 May 2024.

Each RSU entitles the holder to one new ordinary share in the Company upon the vesting conditions for the RSU being satisfied. 

These RSUs (i) have a nominal or nil consideration, (ii) in certain circumstances are subject to certain performance conditions and (iii) vesting is subject to the relevant directors or employees continued employment, or in the case of the Chairman and non-executive directors, continued service.

The grant of the RSUs is in relation to the year ended 31 December 2024. For the Chairman and the Non- Executive Directors, the RSUs are an annual grant that form part of their directors' fees, as set out in the Company's admission document dated 30 November 2021. The grant of the RSUs to the executive directors and Matan Peled are in relation to their annual bonus. The grant of the PSU awards to the executive directors and Matan Peled are a one off grant.

Ami Daniel

In relation to the CEO, Ami Daniel, the conditional grant of RSUs is in two parts:

On-target Bonus for 2024

Up to $250,000 total bonus target, 70% assessed against achievement of an annual contract value ("ACV") target and 30% for achievement of an EBITDA target for 2024. The On-target Bonus will be paid: 50% in cash, 50% in the form of RSUs (up to 89,477 RSUs). The calculation for the number of RSUs was based on the average of the closing Windward share price for the month of January 2024. Overachievement of each of the foregoing parameters will result in an additional pro-rated bonus up to a maximum amount equivalent to the total 2024 annual Base Salary and will be paid in cash. The RSUs granted as part of the On-Target Bonus will vest at the end of March 2025, subject to continued employment.

Performance share units (PSU)

A grant of up to 1,177,747 PSU awards, structured as a nil cost share option. The PSU award is subject to continued employment and the satisfaction of the performance conditions. The PSU award will be measured over four years from 1 January 2024 to 31 December 2027, and vest subject to the following two performance conditions:

a) 75% related to Total Shareholder Return (with a minimum threshold target of 10% per annum with 10% of the TSR award vesting and a maximum target of 35% per annum with 100% of the TSR award vesting); and

b) 25% related to Revenue growth (with a minimum threshold target with 10% of the Revenue growth award vesting and a maximum target with 100% of the Revenue growth award vesting).

The TSR element of the PSU award will vest on January 1, 2028, and the Revenue growth element of the PSU award will vest on January 31, 2028. There is no vesting below the minimum threshold target and pro rata vesting between the threshold target and the maximum target.

Ofer Segev

In relation to the CFO, Ofer Segev, the conditional grant of RSUs is in two parts:

On-target Bonus for 2024

Up to $100,800 total bonus target, 45% assessed against achievement of an ACV target, 25% for achievement of cash collection targets and 30% for achievement of an EBITDA target for 2024. The On-target Bonus will be paid: 50% in cash, 50% in the form of RSUs (up to 37,278 RSUs). The calculation for the number of RSUs was based on the average of the closing Windward share price for the month of January 2024. Overachievement of each of the foregoing parameters will result in an additional pro-rated bonus up to a maximum amount equivalent to the total 2024 annual base salary and will be paid in cash. The RSUs granted as part of the On-Target Bonus will vest at the end of March 2025, subject to continued employment.

Performance share units (PSU)

A grant of up to 588,873 PSU awards, structured as a nil cost share option. The PSU award is subject to continued employment and the satisfaction of the performance conditions. The PSU award will be measured over four years from 1 January 2024 to 31 December 2027, and vest subject to the following two performance conditions:

a) 75% related to Total Shareholder Return (with a minimum threshold target of 10% per annum with 10% of the TSR award vesting and a maximum target of 35% per annum with 100% of the TSR award vesting); and

b) 25% related to Revenue growth (with a minimum threshold target with 10% of the Revenue growth award vesting and a maximum target with 100% of the Revenue growth award vesting).

The TSR element of the PSU award will vest on January 1, 2028, and the Revenue growth element of the PSU award will vest on January 31, 2028. There is no vesting below the minimum threshold target and pro rata vesting between the threshold target and the maximum target.

Matan Peled

In relation to Matan Peled, the grant of RSUs is in two parts:

On-target Bonus for 2024

Up to $150,000 total bonus target, 20% assessed against achievement of an ACV target, 30% for achievement of an ACV North American target and 30% for achievement of an EBITDA target in 2024. The On-target Bonus will be paid: 50% in cash, 50% in the form of RSUs (up to 53,571 RSUs). The calculation for the number of RSUs was based on the average of the closing Windward share price for the month of January 2024. Overachievement of each of the foregoing parameters will result in an additional pro-rated bonus up to a maximum amount equivalent to the total 2024 annual Base Salary and will be paid in cash. The RSUs granted as part of the On-target Bonus will vest at the end of March 2025, subject to continued employment.

Performance share units (PSU)

A grant of up to 588,873 PSU awards, structured as a nil cost share option. The PSU award will vest subject to continued employment and the satisfaction of the performance conditions. The PSU award will be measured over four years from 1 January 2024 to 31 December 2027, and vest subject to the following two performance conditions:

a) 75% related to Total Shareholder Return (with a minimum threshold target of 10% per annum with 10% of the TSR award vesting and a maximum target of 35% per annum with 100% of the TSR award vesting); and

b) 25% related to Revenue growth (with a minimum threshold target with 10% of the Revenue growth award vesting and a maximum target with 100% of the Revenue growth award vesting).

The TSR element of the PSU award will vest on January 1, 2028, and the Revenue growth element of the PSU award will vest on January 31, 2028. There is no vesting below the minimum threshold target and pro rata vesting between the threshold target and the maximum target.

In relation to the non-executive directors and the Chairman, vesting of RSUs covered by this grant will take place on 31 December 2024.

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About Windward

Windward (LON:WNWD), is the leading Predictive Intelligence company fusing AI and big data to digitalize the global maritime industry, enabling organizations to achieve business and operational readiness. Windward's AI-powered solution allows stakeholders including banks, commodity traders, insurers, and major energy and shipping companies to make real time, predictive intelligence-driven decisions, providing a 360° view of the maritime ecosystem and its broader impact on safety, security, finance, and business. The company is publicly traded on the London Stock Exchange, For more information visit  windward.ai.