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TOPIC: 10K-amended for 14A data

10K-amended for 14A data 01 May 2014 11:04 #1638

  • fas
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The report as stated in the heading was filed yesterday and provided some interesting reading.

It is amazing how little was achieved by the complete management team and some members thereof in particular.

The following were the bonus objectives for 2013 "generally stated" (without details of course what the numbers were in detail)

For 2013, the general corporate objectives were determined by the Committee to account for 100% of the objectives for Mr. Calhoun, and weight of 50% of the overall target bonus amounts for each of our other named executive officers. The general Company objectives were as follows:

Table of Contents
o Cash Business Deal Objectives
- Achieve current year non-dilutive cash and deal premium objectives
o Financial Objectives
- Accelerate global revenue growth to specified targets
- Reduce global operating loss (excluding stock based compensation) to specified targets
- Achieve gross margin targets

o BARDA Objectives
- Achieve specified BARDA project related milestones
o Next Generation Device Development Objectives
- Achieve specified next generation device development milestones
o Regulatory and Clinical Objectives
- ATHENA Clinical Trial - Achieve 45 patient enrollment
- ADVANCE Clinical Trial- Achieve 25 patient enrollment by year-end
- RECOVER Clinical Trial- Achieve initiation and enrollment goals





Calhoun getting a 100% for the business got a pay-out of 35%. Very little but as usual - way too much.

Mark Saad and Clyde Shores got 50% of that 35% but ended up much lower- so their achieving of personal objectives were close to zilch apparently. Nothing or very little achieved. This all gives a sorry sight especially in view of the salaries involved.

Personally I am very concerned that Seijiro Shirahama is not on the list. His name has been on the list of Section 16 employees as "fourth force" at Cytori since 2004 and what I hear being the only "above average performer".

Hopefully he is not gone.. :whistle:
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Board moderator and Site-owner. I still regret the day I started analysing the prospects of MacroPore (now Cytori) back in 2004- a left-over from the tech-bubble at that time from the century change in my portfolio- and became addicted to Cytori´s fat cell technology. :cry:

10K-amended for 14A data 01 May 2014 11:23 #1640

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Speaking of BS when it comes to compensation, from the mouth of our COB
Below from 2012 Annual Meeting. Wonder what BS we can expect this year

Dennis Benner: You mentioned the focus on shareholder value and accountability for decent outcomes, my question is around the alignment of our compensation action, for example, with results of our efforts. I’m surprised that the stock has been down a bunch for the last few years, we can certainly agree that the day to day fluctuations don’t represent the value but you could argue that year to year, they do represent the value. Generally, when you see that much of a decline in value as we’ve seen over the last few years, its not compensated with the same set of paces as in the C-suite. I’d like to hear about your thoughts on this….
Lloyd Dean: Yeah, I’d be glad to comment on that on behalf of the board and I would ask Dave who is the chair of the compensation committee to reflect that. One of the responsibilities of governance is to assess whether the enterprise has the appropriate leadership in the major positions of the organization to carry out the objectives and to achieve the outcomes desired by the company. I will tell you that we take that very seriously. There have been a number of changes that have been made in the organization since we last gathered. In a number of our key positions, and I’ll address the C-suite in a moment, but some of those, as in any company, have been folks leaving the organization for better opportunities, that happens when you’re in a large company and you have been in those, so you know that happens. Other changes have been the desire of the organization. I can tell you that we review those key ones and also make sure that where those positions are replaced, if they are replaced, that we are getting additional competencies, additional strengths in the organization. As a board, we have been very pleased with that.
regular basis, assess that. And to try to determine is the, whatever objectives of the organization that have or have not been met because of either an individual or a collection of individuals and its our fiduciary responsibility, should that be the case, to make change. I will tell you that in the current leadership that we have, to use your phrase, in the C-suite, we are confident in that leadership. We are also in dialogue about successes, we are in dialogue about non-achievement of particular items. If this board felt that we needed to make a change, we would not hesitate to make that change. But at this time, we have, we are confident in the leadership that we have, it is something that we watch very closely. We have elected not to be a governance that, you know, takes that lightly. I will tell you that in the future if we felt that was, in fact, necessary, we would execute on that. We do evaluate from top to bottom appropriately the performance of each of the members of the C-suite. And I said to you the last time, we have specific objectives and we base our decisions on that. I’d ask Dave to comment on the compensation piece of your question.
Dave Rickey: Yeah, I’m the chairman of the compensation committee, I’ve been a board member for about 13 years and I have three family entities that own about 200,000 shares in the company that I’ve bought between $2 and $9 a share and really skewed to the high end of that. So I am an aggressive, assertive shareholder up here and I can assure you that the comp committee is made up of fiercely independent board members and we go through a very rigorous compensation review all during the year, and that includes a review of objectives quarterly, we go through benchmarking data of what we as a board believe is our peer companies, the replacement costs of executives, the variable compensation components such that they are incentivized by being aligned with shareholders in terms of how much is in front of them, in terms of shares and options and tying their objectives, we have a portion of their compensation, an increasing portion is tied to non-direct cash compensation, i.e. salary.
So the committee is very independent, focused on aligning shareholder value. By being a shareholder myself I understand because I’m a fairly hard-ass shareholder at that, as management would be happy to tell you, and we exercise very independent judgment from management by using the external consultants we use and the data that we get from outside sources. So, but it is, you’re right, the company, its not like a mature company, with revenue and earnings that are easily benchmarked against S&P500 companies for example. So we have to weigh the stage of evolution of the company, the fact that when we start seeing revenue you’re going to see significant barriers to competition but how many years do we wait for that revenue to start taking off. And it has not taken off in our view yet, but looking at the executives, their compensation, we spend an enormous amount of time on that. So I think we’re all aligned, we have the same interests at heart and if you saw the data we saw, which we believe is the right data, and independent data, you’d probably take the same actions.

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10K-amended for 14A data 01 May 2014 11:51 #1641

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Fas...funny you point out Shirahama as I was just looking a few days ago and noticed his age and wondered on how long he planned to stay with the company. Some managers work well into ther 70's others decide to retire early like our CEO :winky: :whistle: Too bad he could have been moved to the CEO position.

Otherwise...are you REALLY shocked the management team accomplished so little ?

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10K-amended for 14A data 01 May 2014 11:57 #1642

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BTW...Shirahama still on CYTX scroll of managers so I assume he is still in his current position with the company.

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10K-amended for 14A data 02 May 2014 04:43 #1643

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Yes- I know, I still check out the page for changes -at least- on a weekly basis.

This theme last year was very interesting for Seijiro....

His personal objectives for 2012 were quite simple- Achieve Asia Pacific target revenue objective and · Establish strategic partnership in Asia Pacific with target value objective.

According to his pay-out for 2012 (100% on the 50% personal) both objectives must have been achieved- yet we do not know of a strategic partnership in 2012.

Could it be that Seijiro was successful and somebody else or other folks -screwed it up?

Looks like it to me. :bang:

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Board moderator and Site-owner. I still regret the day I started analysing the prospects of MacroPore (now Cytori) back in 2004- a left-over from the tech-bubble at that time from the century change in my portfolio- and became addicted to Cytori´s fat cell technology. :cry:

10K-amended for 14A data 02 May 2014 05:01 #1644

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But anyway- the goals and objectives for this year are also very revealing.

Assuming the original objectives written out late 2012 or early 2013 have not been changed or re-written (that normally would be a sin for any Company)
than- the main objective still has been to find non-dilutive cash thru partner deals and was priority Nummero Uno. I am sure that is still the case in 2014.

Apparently the Company already knew early 2013 that they would "cut" ADVANCE and start "RECOVER"- that surprises me very much, however is typical Cytori.

Slow Slower Cytori :cry:

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Board moderator and Site-owner. I still regret the day I started analysing the prospects of MacroPore (now Cytori) back in 2004- a left-over from the tech-bubble at that time from the century change in my portfolio- and became addicted to Cytori´s fat cell technology. :cry:

10K-amended for 14A data 02 May 2014 08:51 #1645

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Question is how many companies have we lost as potential partners ?
How many have we alienated ?
Do we know have a reputation of being difficult to deal with ? Maybe new suitors dont even want to bother currently.
What happens if we are forced to go it alone in Japan with, as always, extremely limited funds ?

Always, many many questions on every aspect of the business and some wonder why the PPS does nothing !!!

Maybe BARDA and a BOD that actual demands results turns things around...but for now that is a BIG maybe !

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