22 February 2023

Windward Ltd.

("Windward", "the Company") 

Grant of Restricted Share Units

Windward (LON: WNWD), the leading Maritime AI company, announces that the Company has granted 949,917 Restricted Share Units ("RSU") to Directors and persons discharging managerial responsibilities ("PDMR") as set out in the table below. The grant of 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 annual general meeting which is expected to be held in May 2023.

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.

In relation to the CEO, Ami Daniel, the conditional grant of RSUs is in two parts: (1) grant of 80,000 RSUs on the following basis: 25% of the 80,000 RSUs shall vest on the first anniversary of the vesting commencement date. Thereafter, 6.25% of the 80,000 RSUs shall vest on a quarterly basis over the next 3 years, at the end of each three months period; and (2) On-target Bonus for 2023: 80% assessed against achievement of the Company's 2023 annual contract value target, and 20% for achievement of the Company's 2023 target EBITDA. The On-target Bonus will be paid: 50% in cash, 50% in the form of RSUs. The calculation for the number of RSUs will be based on the average of the closing Windward share price for the month of January 2023. Overachievement of each of the foregoing parameters will result in an additional pro-rated bonus up to a maximum amount equivalent to the total 2023 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 2024, subject to continued employment.

In relation to the CFO, Ofer Segev, the conditional grant of RSUs is in two parts: (1) 50,000 RSUs on the following basis: 25% of the 50,000 RSUs shall vest on the first anniversary of the vesting commencement date. Thereafter, 6.25% of the RSUs shall vest on a quarterly basis over the next 3 years, at the end of each three months period; and (2) On-target Bonus for 2023: 55% assessed against achievement of the Company's 2023 annual contract value target, 25% for achievement of 25% net annual contract value cash collection and 20% for achievement of the Company's 2023 target EBITDA. The On-target Bonus will be paid: 50% in cash, 50% in the form of RSUs. The calculation for the number of RSUs will be based on the average of the closing Windward share price average in January 2023. Overachievement of each of the foregoing parameters will result in an additional pro-rated bonus up to a maximum amount equivalent to the total 2023 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 2024, subject to continued employment.

In relation to Matan Peled, the grant of RSUs is in two parts: (1) grant of 80,000 RSUs on the following basis: 25% of the 80,000 RSUs shall vest on the first anniversary of the vesting commencement date. Thereafter, 6.25% of the 80,000 RSUs shall vest on a quarterly basis over the next 3 years, at the end of each three months period, (2) On-target Bonus for 2023: 20% assessed against achievement of the Company's 2023 annual contract value target, 60% for achievement of US Government annual contract value target, and 20% for achievement of the Company's 2023 target EBITDA. The On-target Bonus will be paid: 50% in cash, 50% in the form of RSUs. The calculation for the number of RSUs will be based on the average of the closing Windward share price for the month of January 2023. Overachievement of each of the foregoing parameters will result in an additional pro-rated bonus up to a maximum amount equivalent to the total 2023 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 2024, subject to continued employment.

In relation to the non-executive directors and the Chairman, vesting of RSUs covered by this grant will take place at the end of 2023.

In addition to the RSUs granted to Directors and PDMRs, on 1 February 2023 1,262,725 RSUs were granted to other employees of the Company. These RSUs (i) have a nominal or nil consideration, and (ii) vesting is subject to the relevant employees continued employment. 25% of the RSUs shall vest on the first anniversary of the vesting commencement date. Thereafter, 6.25% of the RSUs shall vest on a quarterly basis for the next 3 years, at the end of each three months period. A summary of the Windward Global Share Incentive Plan (2021) is available at the following link: https://investors.windward.ai/wp-content/uploads/2023/02/Summary-of-the-Companys-Share-Option-Scheme.pdf.

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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 .