CEO RK's Performance

[Anonymous]

having been here for a long time I guess i agree this may have been true in the past. I am betting that won't be the case in the future. If you can't wait to get out, do yourself and our customers a favor and just leave now. those of us who like the changes adn are excited about the future don't need your sour attitude getting in our way. Good luck!

You say.....this won't be the case in the FUTURE. Seriously? RK has been around for a bit more than a year now. How long should we wait to get to what appears to be the vanishing future? And what makes you think RK will lead us to that promised land? I have not seen any evidence from all the changes he has made to lead me to believe he will part the ocean for us to walk through to the promised land.

 

[Anonymous]

This from Company’s Proxy filed with the SEC:

Based on our assessment of the performance of the executives, our compensation philosophy focused on retention of the new executive team as well as our review of the base salaries for comparable positions within our peer group, effective April 1, 2014, Mr. Kill’s salary became $500,000; Mr. Reynolds’ and Mr. Hammers’ salaries each became $260,000; and Ms. Holman’s salary remained at $215,000.

Robert C. Kill, age 50, has been a director of Uroplasty since December 2010, Chairman of the Board of Directors since May 2014, and served as our interim Chief Executive Officer from April 2013 until appointed as our President and Chief Executive Officer in July 2013. Since 2012, Mr. Kill has been an Operating Partner with Altamont Capital Partners, a private equity firm.

Wow! RK got a raise of $100,000 in his salary. His salary increased from $400,000 to $500,000. Congratulations RK for the well-deserved salary increase.

Wow! Wow! And while he is the CEO of our Company, he is still working for Altamont Capital Partners, where he started working after he was fired from Virtual Radiologic and before he joined our Company. Does that mean he is moonlighting for Altamont Capital or vice versa?

http://www.sec.gov/Archives/edgar/data/890846/000114036114028966/formdef14a.htm

 

[Anonymous]

You can't make this stuff up! Grab your sunglasses the future must be bright...a 25% raise based on the future, not performance, I must assume. Keep drinking the kool aid.

 

[Anonymous]

You can't make this stuff up! Grab your sunglasses the future must be bright...a 25% raise based on the future, not performance, I must assume. Keep drinking the kool aid.

Could not if said it better myself!!!! Company is full of misconceptions.

 

[Anonymous]

This from the Company's proxy results announced at the August 19, Shareholder Meeting regarding the shareholder votes on RK's Compensation package.

Resolution Number 3:
Approve the compensation to the Company’s named executive officers (non-binding)
For: 6,135,111
Against: 6,787,628
Abstain:107,300
Broker Non-Votes:6,864,337

Apparently, the vote AGAINST his pay package carried the day. RK recently got a 25% pay increase and the shareholders have shown their wrath. Goes to show what the shareholders think about RK's performance. You can check out for yourself the filing with the SEC here: http://www.sec.gov/Archives/edgar/data/890846/000114036114033929/form8k.htm

For those of you who have been drugged by drinking RK's Kool aid, I say it is time for you to reassess. Surely, the wisdom of the shareholders on assessing RK's performance trumps that of you all Kool-Aid-drugged addicts.

And do you know what RK's total compensation was for last year:
Check it out here (on P 19) of this SEC filing: http://www.sec.gov/Archives/edgar/data/890846/000114036114028966/formdef14a.htm

 

[Anonymous]

This from the Company's proxy results announced at the August 19, Shareholder Meeting regarding the shareholder votes on RK's Compensation package.

Resolution Number 3:
Approve the compensation to the Company’s named executive officers (non-binding)
For: 6,135,111
Against: 6,787,628
Abstain:107,300
Broker Non-Votes:6,864,337

Apparently, the vote AGAINST his pay package carried the day. RK recently got a 25% pay increase and the shareholders have shown their wrath. Goes to show what the shareholders think about RK's performance. You can check out for yourself the filing with the SEC here: http://www.sec.gov/Archives/edgar/data/890846/000114036114033929/form8k.htm

For those of you who have been drugged by drinking RK's Kool aid, I say it is time for you to reassess. Surely, the wisdom of the shareholders on assessing RK's performance trumps that of you all Kool-Aid-drugged addicts.

And do you know what RK's total compensation was for last year:
Check it out here (on P 19) of this SEC filing: http://www.sec.gov/Archives/edgar/data/890846/000114036114028966/formdef14a.htm

Hmm. ? Wow.

 

[Anonymous]

Uroplasty Inc. shareholders voted to reject the medical device maker’s executive compensation plan in a rare but non-binding move.

Shareholders at the Aug. 19 annual meeting cast nearly 6.8 million votes against the Minnetonka-based company's pay plan, and about 6.1 million in favor of it, Uroplasty said Friday in a Securities and Exchange Commission filing.

While these "say-on-pay" votes are required by regulators, they are rarely lost by the company and even then only advisory, so the company doesn’t have to change its compensation practices.

Apparently this is a very rare move by shareholders of any company. You can read the full story here:

http://www.bizjournals.com/twinciti...7YayU4yDwP4Up5XaaMMI502&t=1409084556&page=all

 

[Anonymous]

Uroplasty Inc. shareholders voted to reject the medical device maker’s executive compensation plan in a rare but non-binding move.

Shareholders at the Aug. 19 annual meeting cast nearly 6.8 million votes against the Minnetonka-based company's pay plan, and about 6.1 million in favor of it, Uroplasty said Friday in a Securities and Exchange Commission filing.

While these "say-on-pay" votes are required by regulators, they are rarely lost by the company and even then only advisory, so the company doesn’t have to change its compensation practices.

Apparently this is a very rare move by shareholders of any company. You can read the full story here:

http://www.bizjournals.com/twinciti...7YayU4yDwP4Up5XaaMMI502&t=1409084556&page=all

Incredible...officers of the company running the Board instead of the other way around. Kill at $710K and Hammers at $370K annual base plus bonus. For a $25MM revenue producing company...REALLY???

 

[Anonymous]

I checked the proxy statement and noticed that last year RK was paid $2.4 million in total compensation. Anybody know if this is a typo or in fact he was paid that amount? I got to believe that this is a typo, because it would be unheard of for a $25 million company to pay its CEO that kind if compensation.

 

[Anonymous]

I checked the proxy statement and noticed that last year RK was paid $2.4 million in total compensation. Anybody know if this is a typo or in fact he was paid that amount? I got to believe that this is a typo, because it would be unheard of for a $25 million company to pay its CEO that kind if compensation.

The comparative companies used in the compensation analysis is a sham. And for a company with $revenues below $50MM, to pay officers what both Hammer's and Kill are reaping, is rather odd

 

[Anonymous]

I checked the proxy statement and noticed that last year RK was paid $2.4 million in total compensation. Anybody know if this is a typo or in fact he was paid that amount? I got to believe that this is a typo, because it would be unheard of for a $25 million company to pay its CEO that kind if compensation.

No, that is not a typo. His compensation last year was indeed $2.4 million.

Does the company think he is the CEO of Medtronic, instead of a small, dinky $25 million company. I guess RK is being paid based on the future to come. Pay now for later performance or potential.

RK, how about paying me for the potential in my territory. I will deliver the sales sometime in the future. Do we have a deal?

 

[Anonymous]

No, that is not a typo. His compensation last year was indeed $2.4 million.

Does the company think he is the CEO of Medtronic, instead of a small, dinky $25 million company. I guess RK is being paid based on the future to come. Pay now for later performance or potential.

RK, how about paying me for the potential in my territory. I will deliver the sales sometime in the future. Do we have a deal?

Despise the people that put Obama in office, not Obama for being the inexperienced figurehead that he is. Despise your board for enabling your CEO to be compensated well beyond the performance levels of your company

 

[Anonymous]

Despise the people that put Obama in office, not Obama for being the inexperienced figurehead that he is. Despise your board for enabling your CEO to be compensated well beyond the performance levels of your company

the company states in its proxy that it pegged the compensation of its executives by benchmarking against the compensation of a peer group of 15 companies. their selection of “peer group” companies seems to be a bit odd.

the average sales revenue of those 15 companies is about three times that of Uroplasty. and the largest company in that group has sales revenues of about ten times that of Uroplasty. honestly, can you really consider those 15 companies truly a “peer group?”

larger companies pay their executives a deservedly higher compensation than smaller companies. my sense is that by selecting such larger companies to benchmark against, the Uroplasty Board skewed the compensation of its executives into the strata scope level.

honesty seems to be lacking. or proper oversight seems to be lacking. you decide

 

[Anonymous]

the company states in its proxy that it pegged the compensation of its executives by benchmarking against the compensation of a peer group of 15 companies. their selection of “peer group” companies seems to be a bit odd.

the average sales revenue of those 15 companies is about three times that of Uroplasty. and the largest company in that group has sales revenues of about ten times that of Uroplasty. honestly, can you really consider those 15 companies truly a “peer group?”

larger companies pay their executives a deservedly higher compensation than smaller companies. my sense is that by selecting such larger companies to benchmark against, the Uroplasty Board skewed the compensation of its executives into the strata scope level.

honesty seems to be lacking. or proper oversight seems to be lacking. you decide

Amen Bro!

 

[Anonymous]

As a matter of fact, yes I do think you are fools for thinking you have worked as hard as upper management. This company rewards based on effort, not tenure or amount of activity. Please understand, our compensation is tied to performance, not whining. I love this culture and the lifestyle it affords all of us. I do believe we have created something special here compared to the last leaders we had in both sales and at the top. Now go sell something please and be thankful you earn a good living

So you like the culture Rob has created….hmmm. Let us see.

You like the culture in which he gets a big compensation package that the shareholders, not too happy about, rejected. A rare very action by the shareholders of any company.

You like the culture in which he is paid a bonus even though he missed his goals, and the Board had to make up flimsy reasons for paying a bonus anyways, while those of us who worked equally hard were denied a bonus because we missed our goals. I am sure, if given a chance, we could have come up with equally flimsy reasons to justify a bonus for ourselves.

You like the culture of "do what I say, or else." In your twisted, perverse way of thinking, you take that to mean holding people accountable.

You like the culture in which you are fed Kool Aid to brainwash you and remove any thoughts of rationale decision making on your part and meekly accept the "do what I say, or else" culture. And, by the way, through which orifice are you fed the Kool Aid?

I am sure the list of your illogical, Kool Aid influenced culture appreciation is long………

And what have the shareholders said about this new culture? Just check what the stock price has done since January 1 of this year….end of story.

 

[Anonymous]

So you like the culture Rob has created….hmmm. Let us see.

You like the culture in which he gets a big compensation package that the shareholders, not too happy about, rejected. A rare very action by the shareholders of any company.

You like the culture in which he is paid a bonus even though he missed his goals, and the Board had to make up flimsy reasons for paying a bonus anyways, while those of us who worked equally hard were denied a bonus because we missed our goals. I am sure, if given a chance, we could have come up with equally flimsy reasons to justify a bonus for ourselves.

You like the culture of "do what I say, or else." In your twisted, perverse way of thinking, you take that to mean holding people accountable.

You like the culture in which you are fed Kool Aid to brainwash you and remove any thoughts of rationale decision making on your part and meekly accept the "do what I say, or else" culture. And, by the way, through which orifice are you fed the Kool Aid?

I am sure the list of your illogical, Kool Aid influenced culture appreciation is long………

And what have the shareholders said about this new culture? Just check what the stock price has done since January 1 of this year….end of story.

With all due respect, leadership provides you all with a wonderful opportunity to make a comfortable living. We work incredibly hard to be able to do that for your families and you. It is a tireless and ongoing labor of love and our compensation is tied to the commitment to YOU. Please respect our position and the complexity of what we do for everyone in this great company. If you do not like it, please find someplace else to call home

 

[Anonymous]

With all due respect, leadership provides you all with a wonderful opportunity to make a comfortable living. We work incredibly hard to be able to do that for your families and you. It is a tireless and ongoing labor of love and our compensation is tied to the commitment to YOU. Please respect our position and the complexity of what we do for everyone in this great company. If you do not like it, please find someplace else to call home

dear sir/madam:

thank you for elucidating us about the culture of the company. I am sure you are genuine about your views, but as a shareholder, I beg to differ with you and the company’s actions

management is here, first and foremost, to work for the shareholders, not enrich themselves unjustly at the expense of the shareholders. somehow you seem to be completely oblivious to the powerful message the shareholders (did you know they are your owners) sent by roundly rejecting management’s compensation package. you just confirmed that this message has not gotten through. on the contrary, with your blabber of "making a comfortable living" you continue to take pride in and defend the company’s actions the shareholders just rejected. what a shame. did you fail to realize that the shareholders considered your leadership's compensation package outrageous, or was that message overly complex for your feeble-minded brain to comprehend

somehow, to me, you sound like you are a well-paid shrill for the company. your response demonstrates a complete lack of understanding of the issues, or you are making an attempt to fool us. please do not underestimate our intelligence. and I am sure you are "making a comfortable living,” the price the company had to pay you to be a sacrificial lamb to defend the undefendable

thank you, sir/madam, for adding to the company’s stellar reputation with the shareholders. instead of making mends, you just added another nail in the coffin. you make a poor ambassador for and should not belong in any leadership role with the company

 

[Anonymous]

dear sir/madam:

thank you for elucidating us about the culture of the company. I am sure you are genuine about your views, but as a shareholder, I beg to differ with you and the company’s actions

management is here, first and foremost, to work for the shareholders, not enrich themselves unjustly at the expense of the shareholders. somehow you seem to be completely oblivious to the powerful message the shareholders (did you know they are your owners) sent by roundly rejecting management’s compensation package. you just confirmed that this message has not gotten through. on the contrary, with your blabber of "making a comfortable living" you continue to take pride in and defend the company’s actions the shareholders just rejected. what a shame. did you fail to realize that the shareholders considered your leadership's compensation package outrageous, or was that message overly complex for your feeble-minded brain to comprehend

somehow, to me, you sound like you are a well-paid shrill for the company. your response demonstrates a complete lack of understanding of the issues, or you are making an attempt to fool us. please do not underestimate our intelligence. and I am sure you are "making a comfortable living,” the price the company had to pay you to be a sacrificial lamb to defend the undefendable

thank you, sir/madam, for adding to the company’s stellar reputation with the shareholders. instead of making mends, you just added another nail in the coffin. you make a poor ambassador for and should not belong in any leadership role with the company

Get back to work Dbag and stop second guessing the people that pay your mortgage!

 

[Anonymous]

I am happy with my generous compensation and that is all that matters to me. Why do care what RK is paid, regardless of the shareholders displeasure with his compensation. You Dbag just do not know how this game is played. I say to hell with the shareholders. Go f**k 'em RK.

 

[Anonymous]

The shareholders expressed a clear dislike of the compensation for RK, so what did the company do to fix this problem? Well, they made his compensation package even more richer. Time to shovel more money for the "underpaid" RK. Looks like the company did not get or ignored the message from the shareholders. Nice job of thumbing the shareholders, RK.

Read for yourself this partial extract from the company's latest filing with the SEC.

On October 1, 2014, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Uroplasty, Inc. (the “Company”) and the Board approved and adopted a form of Performance Award Agreement under the Uroplasty, Inc. 2006 Stock and Incentive Plan, as amended (the “Plan”). The description of the form of Performance Award Agreement herein is a summary of the material terms of such agreement, does not purport to be complete and is qualified in its entirety by reference to the complete text of the agreement, a copy of which is included as Exhibit 10.2 to this report and is incorporated herein by reference.

In connection with the adoption of the form Performance Award Agreement, the Committee and the Board approved grants of Performance Awards (the “Awards”) to members of the Company’s senior management team pursuant to the Performance Award Agreement and the Plan, including the following named executive officers of the Company (the “Named Officers”): Robert C. Kill, Brett Reynolds and Darin Hammers. The Committee and the Board carefully evaluated various long-term incentive award structures for its senior leadership team, and the Committee and the Board believe that granting these Awards is a key element in the Company’s efforts to create value for shareholders and retain talented senior managers on a long term basis.

Under the Performance Award Agreement, the Committee established performance goals for the Awards based on the achievement of specified stock price targets during the period beginning on the date of grant and ending on the fourth anniversary of the date of grant or, if earlier, the closing date of a change of control (as defined in the Plan) of the Company (the “Performance Period”). The stock price targets under the Awards are: $5.50 price per share of common stock, $7.50 price per share of common stock and $10.00 price per share of common stock.

A stock price target is considered achieved on the date (a) the average closing price of the common stock of the Company equals or exceeds a stock price target for at least 45 consecutive trading days or (b) of the consummation of a change of control of the Company, provided the closing price of the Company’s common stock on the last trading day immediately preceding the closing date of the change of control equals or exceeds a stock price target not previously achieved under (a) during the Performance Period. The date of achievement of the stock price is considered is the “Determination Date,” and a participant must be employed on the Determination Date to be eligible to receive his or her performance bonus (as described below).

Upon a Determination Date, a specified amount will be allocated to a bonus pool (the “Bonus Pool”). The amount allocated to the Bonus Pool is $3,500,000 at the first stock price target of $5.50, $6,500,000 at the second stock price target of $7.50 and $10,000,000 at the third stock price target of $10.00. Each participant will be eligible to receive a performance bonus (the “Performance Bonus”), the amount of which will be determined by multiplying the participant’s bonus pool percentage by the amount of the Bonus Pool. If a stock price target is earned in connection with a change of control, the amount of the Bonus Pool will be determined using straight line interpolation between the Bonus Pool amounts allocated to the specified stock price targets in the Performance Award Agreement, less any Performance Bonuses previously earned and paid during the Performance Period.

With respect to the Named Officers, Mr. Kill’s bonus pool percentage is equal to 25% of the Bonus Pool and both Mr. Reynolds’ and Mr. Hammers’ bonus pool percentage is equal to 17.5% of the Bonus Pool