Adairs Limited (ADH) Earnings Call Transcript & Summary
October 25, 2024
Earnings Call Speaker Segments
Trent Peterson
executiveI think we are good to go. I run on Apple time, which I think most of the world does these days. So you're about right, Mark, you think...
Mark Ronan
executivePretty close.
Trent Peterson
executiveYes. It would be good to start something on time for once in my life. So first of all, great to see some familiar faces in the room. Good morning, ladies and gentlemen. For those of you who don't know me and most of you do, my name is Trent Peterson, and I am the Interim Chair at the Board of Adairs Limited. Behalf of the Board, I extend a warm welcome to everyone in attendance, particularly our shareholders. As it is now 11:00 a.m. The appointed time for commencing the 2024 AGM, I'm advised that a quorum is present, and I declare the meeting open. Details about how shareholders can participate are set out in the Notice of Meeting, which was sent to shareholders on the 24th of September 2024. That notice is also published on our investor website. I'm joined today by my fellow Directors and also key members of our leadership team, including Ashley Gardner and Jamie Adamson, our Company Secretary. From the Board, we have in attendance Kiera Grant, Non-Executive Director and Chair of Audit and Risk; David MacLean, Non-Executive Director; and Mark Ronan, Managing Director and CEO. You'll hear from Mark more shortly. This is, of course, a smaller Board than prior years. A process of Board renewal is currently underway. As shareholders are aware, Brett Chenoweth resigned from the Board in March and Kate Spargo resigned in August. Brett and Kate each made substantial contributions to the Board over their years of service, and we thank them sincerely for their valuable contribution. We are currently midstream in a process to appoint 2 to 3 new nonexecutive directors, one of whom will likely become the next Chair of the Board. These are important appointments and the Board is clear on the skills and experience sought as we go to market for these appointments. Tony Morse, from our auditor, Ernst & Young, is also in attendance today. Tony will be available to answer any questions on the audit or the accounts at the appropriate time. Tony is front right or my right next to Ash. So the agenda -- sorry, we also welcome our team from the company's share registry, Link Market Services. The agenda for today's meeting is that following my introductory remarks, Mark Ronan, our CEO and Managing Director, will present his report. Mark will also comment on the current trading update, which we released to the market yesterday. We will then proceed with the formal business of the meeting, which is to receive and consider the accounts -- the company's financial report rather and vote on the resolutions. I will now explain the procedural matters as relevant to the meeting. In relation to questions, we are only taking questions from shareholders in attendance or their appointed representatives as well as shareholders who pre-lodged their questions in accordance with the procedures set out in the Notice of Meeting. We will endeavor to answer as many questions from shareholders as we can. I ask that all questions in first instance be directed to me as Chair. Voting today will be conducted by way of a poll on all items of business. Voting for all resolutions will remain open until 5 minutes after the meeting. Each resolution -- sorry, with each resolution, we will show the tally of votes, which have been lodged prior to the meeting on the screen. The final outcome for each resolution will be posted on our investor website later today. I'd like to offer some comments in relation to Mark Ronan. In the last few months, we announced Mark's departure, and since then, we have announced the appointment of Elle Roseby. Due to contractual commitments, Elle is unable to start until the 20th of January 2025. Mark continues to lead the business and hence he's with us today. We wanted to take this opportunity to publicly acknowledge Mark's leadership, tenure and contribution to the company across a very impressive 17 years. Mark joined Adairs in 2007 and held various leadership positions over the course of the next 9 years. In 2016, he became Managing Director and Chief Executive, and held this position for some 8 years. Mark has been an excellent leader and he is widely respected. He led the acquisition of Mocka in 2019 and Focus on Furniture in 2021. Both have served to enlarge and diversify our group. Mark also played a key role in developing online channel and our wider omnichannel strategy. This strategy was so important when COVID hit in early 2020. In this difficult time, the group was better placed than many others to weather the initial storm, respond and pivot to change customer behaviors and perform exceptionally well through what we call the COVID years. Mark is determined to deliver a strong first half result in FY '25. He remains fully engaged in the business. He is delivering improved results and executing our strategic priorities. He is also spending a lot of time on the road. The strong trading update released yesterday shows evidence of the hard work of Mark and our team. The decision of Adairs to step into the NDC is also proving to be a strong and important decision, and Mark will provide an update on this important matter in his report. I believe I speak for the entire Adairs family in thanking Mark for his service and leadership. The company is materially better for his contribution. We wish him well for the years ahead. Mark will always be a friend of Adairs and many of our team, and I include myself among that. Moving to the appointment of Elle Roseby as our incoming CEO and Managing Director. As much as we will miss Mark, Elle is an exciting appointment for our company. Elle is an authentic values-driven leader with deep experience across fashion apparel and home textile product categories. Elle joins us from Country Road Group, where she was Managing Director of the Country Road brand for 6 years, delivering some exceptional results. We believe she is an excellent appointment to succeed Mark, and we look forward to her commencement in January 2025. On a broader note, our people remain our best asset and our most important asset. How we attract, retain and incentivize our people remains a key focus of the Board, along with the culture of the organization. A number of the senior leadership team are in the room today, and I encourage those shareholders attending to use the opportunity to talk with them after the meeting. I am personally pleased with the progress we are making across the portfolio. The improvements in performance we are seeing is encouraging. We are well positioned as we look toward the emergence of an improved consumer environment. However, ultimately, our success will be most influenced by the matters we can control and as a Board and a leadership group, this is our focus. That concludes my report. We will have time for questions shortly. I will now hand over to Mark to present his report. Thank you.
Mark Ronan
executiveThanks Trent. I'll start with 2024, and as shareholders will be aware that 2024 financial year was a challenging one for many retailers with the macroeconomic environment impacting household budgets. However, as we expected to be operating in this environment, we planned accordingly, and as Trent mentioned before, we're really focused on delivering against those elements within our control. This saw group sales finished down 4.3% with the higher cost of living, pressure seeing a re-prioritization of household expenditure and a decline in customer traffic. Disciplined purchasing and pricing strategies; however, across the group supported less clearance activity and drove more profitable sales, which increased our gross margin by 170 basis points to 60.3%. Across the year, our cost of doing business were well controlled, through various cost management initiatives and cost-out programs, we removed approximately $11 million in costs across the FY '25 year. This helped offset ongoing inflationary pressures between 3% and 6% across our major cost lines such as wages, rents, utilities and freight to see the group deliver a flat CODB result. All of this resulted in underlying group EBIT of $57.6 million, which was down 9.8% on the prior year. Whilst the financial results were not what we wanted, the business did a good job of managing their controllables. Importantly, across FY '24, each business delivered initiatives on top of that to support their future growth and set ourselves up for FY '25 and beyond. I'll now take a moment to walk through the achievements and priorities of each business that we own today. And if I start with Adairs, and as Trent mentioned, the taking over of the National Distribution Center or NDC, as I'll call it, for the rest of this, was a significant event that provided Adairs with operational control, delivering improved service and cost outcomes with supply chain cost savings of $4 million in FY '24. After taking control of the NDC in September 2023, we needed to use the existing DHL systems whilst we worked through the implementation of a new Warehouse Management System. This system was successfully implemented across July and August this year, completing the final step in taking full control of the NDC. From my perspective, it is incredibly hard to overstate the impact of the NDC difficulties over the last few years had on almost all aspects of the Adair's business. Not only did it lead to poor customer delivery outcomes and materially higher supply chain costs but it also made it incredibly difficult to manage stock levels in-store with any confidence, and this directly impacted the sales performance and moral of team across Adairs. Having full control of the NDC now sees Adairs in a good position to deliver further material service and productivity improvements. This will come from establishing more efficient processes and the establishment of a continuous improvement program to pursue further supply chain efficiencies in the coming years. The improvement in Adairs' supply chain capabilities and the reduced distraction has allowed us to concentrate on what really matters, our product. This has seen the product team deliver improved and expanded ranges across the bedlinen, kids and furniture categories. Continuing to develop these ranges allows us to grow sales by introducing different product types and targeting different customer styles. To complement the growth we expect from our existing categories, we continue to deliver category expansion. Trials to build out the product offering to see Adairs become the destination for home styling in the years to come. Supporting the growth in our existing categories is an in-stock initiative that has seen us invest more in inventory in a selection of our key lines to provide our customers with a better in-store experience and deliver sales growth. On top of all of this, the ongoing investment in our Linen Lover program saw Adairs maintain approximately 1 million members despite the more challenging trading environment. Over the last couple of years, we have invested in bringing together all of our customer data to build a complete view of each Linen Lover. This has enabled a series of personalization programs that delivered more than $3 million in incremental sales last year and highlighted additional opportunities that we will trial in FY '25. This ongoing investment also allows us to consider how we will evolve the Linen Lover program to provide additional value for Adairs' customers to deliver both ongoing membership and sales growth into the future. Whilst we didn't grow our store number -- total store number in FY '24 at Adairs, it was a good example of how we continue to build out our large store formats that provide for a wider product range and superior store economics. Across the year, we opened 7 new stores, upsize 6 existing stores and closed 7 smaller stores, seeing increase in store space and an improved portfolio. As we look forward, there remains opportunity to grow the store footprint. Whilst all stores are profitable, we see a number of the smaller shopping center stores coming under pressure from reduced foot traffic, increased rents and an inability to support the wider product range. The optimization of store network would see Adairs continue to upsize or close these smaller underperforming stores whilst building out the largest store portfolio and overall driving increased GLA to support sales growth. At Adairs, the investment and work across our product, our customer experience and our stores sees the business well placed to deliver growth in the coming years. If I turn to Focus on Furniture now. We continue to work on rolling out a national store footprint. In FY '25 -- FY '24, sorry, we opened 2 new stores: one at Helensvale in Queensland and one at Prospect in New South Wales, and I'm pleased to report that both are trading well. Whilst the homemaker space continues to be tightly held, the pipeline of opportunities is growing slowly, with 2 stores expected to be opened in FY '25 and our long-term target remaining at a store portfolio of 50-plus stores. In addition, the store refurbishment program saw 2 existing stores in Victoria at Essendon and Springvale updated to the new look. The new look season investment in-store design and lighting that elevates the way the product can be presented and supports an improved customer experience. The relative uplift in sales performance across our refurbished stores has been pleasing and continues to support ongoing investment in updating further stores across the network. Given this, Focus will look to refurbish 3 to 5 stores per annum to update the store portfolio over time. And to support the store network growth, the Queensland distribution center was established in FY '24 which allows us to increase the number of containers deliver directly into Queensland reducing both cost and providing a faster delivery experience for this region. It also highlighted one of the benefits of the group and that we were able to do this by reconfiguring Mocka's Brisbane-based warehouse, providing focus with the improved operational capability at no incremental cost to group. Whilst the store rollout at Focus has been slower than we would have liked, we are confident that over the time, this strategy will deliver good returns for all of our shareholders. And if I finish with Mocka, at Mocka, the hard work undertaken in FY '23 to stabilize the operational platform, delivered a strong return to profitability in FY '24 and provided us the opportunity to consider what was required going forward. As part of this, we identified a need to upgrade our systems to enable future growth options. This led to the successful re-platforming of the Australian website and back-end supporting systems in April 2024 and New Zealand in August 2024. Off the back of the re-platform, Mocka has seen improved website performance and functionality, which is delivering improved sales results. Further, the systems upgrade will not only allow us to continue optimizing the customer experience to deliver increased conversion rates and average transaction values, but it supports more efficient processes across the business. This provides Mocka with the opportunity to leverage the new operating platform to deliver sales growth for existing and new sales channels. We've now started trialing initiatives that create these new sales channels via some physical presence for the Mocka business. We've recently launched a shop-in-shop at the Adairs store in Sylvia Park, New Zealand's largest shopping center. I was there on Tuesday -- Wednesday this week. And here, we're seeing Mocka products showcased alongside Adairs product with the Adairs team able to sell both businesses' product whilst fulfillment occurs via the existing delivery channels. Separately, we've recently delivered 2 Mocka products into Bunnings with these available across their Australian and New Zealand stores. Both of these initiatives are aimed at understanding what customers are looking for as we build out a physical strategy for Mocka that allows us to service the entire market and deliver profitable growth. This is always, always supported by the continuing to develop product that delivers good quality, great value flat-pack furniture for the home, which is what Mocka is famous for. When we look at the product offering today, there are a number of gaps where we are providing customers with a complete range that enables them to buy into all of our core categories. In some instances, this sees opportunities across the pricing spectrum with not enough options at the different price points within a particular category. Whilst in other areas, it's a lack of width in the product offering that means customers have to shop elsewhere for a component that potentially loses the entire sale. The early stages of filling in the gaps has delivered good results and the team continues to take the learnings and work through building out a more complete offering so that over time, we have an improved assortment, delivering both increased basket size and customer conversion. The good work of the last 18 months provides Mocka with a range of growth opportunities that you'll see a series of trials over the next 12 to 18 months that are being implemented currently. While it's not calling out specifically within each of the businesses, sustainability and enhancing our sustainability credentials is a key work stream of the group. In FY '24, we reduced emissions by more than 6%, diverted 46% of all waste from landfill and continued building our plans across the group to target Net Zero on our Scope 1 and 2 emissions by 2030. Across the next couple of years, I expect that each business will be in a good position to be able to introduce more customer-facing sustainability messaging. As a group, we believe in delivering real initiatives and sharing these such as removing plastic from all of our packaging, introducing more sustainable materials within our product ranges or utilizing solar power in our stores. This takes time, and we continue to build both our capability and ambitions in this space to ensure any claims we make can be well supported. Across the group, I'm pleased with the progress we are making on the implementation of a variety of initiatives and where the businesses are placed for the next phase of their growth. If I move to our trading update that we provided yesterday, as we detailed in August at the release of our FY '24 results, for the first 8 weeks of FY '25, group sales were down 0.4%. We noted at that time that this was impacted by a deliberate reduction in promotional activity in the Adairs business, to manage order volumes at the NDC while we transition to the new Warehouse Management System. We also noted that Q1 is traditionally our quietest quarter and that we remained optimistic about what we could achieve in FY '25. The update for the first 16 weeks of FY '25 provided yesterday supports that early optimism, although we continue to see mixed results across our businesses and regions. Adairs is delivering good results. Mocka is performing well in Australia and improving in New Zealand, and Focus continues to be impacted by the relative poor performance of Victoria and the fact that our store portfolio is heavily weighted towards Victorian stores. From a Group perspective, whilst we are pleased with the results to date, we know that Q2 contains a number of significant sale events, which will have a material impact on the first half result. Finally, as this will be my last AGM as Managing Director and CEO, I wanted to take this opportunity to thank shareholders for their support over the years. There are some familiar faces in the room and many others who have made themselves known to me over the years. I particularly enjoy meeting shareholders who share my passion for the business and appreciate the ambitions we have for the businesses. I also want to take the moment to sincerely thank all of our team members, both past and present for all of their hard work and all that we have achieved together. I'm truly grateful for the opportunity I've had to work with and lead such a wonderful group of people. And that concludes my report. As with Trent, if you can kindly hold any questions, as there be an opportunity to ask them in a moment, but I'll now hand back to Trent for the more formal part of the meeting.
Trent Peterson
executiveThank you, Mark. So, yes, the more formal part of the meeting. The Notice of Meeting was made available online to all shareholders in accordance with the company's constitution, and I will take that notice as read. The register of relevant shareholders is available for inspection. The team from Link Market Services, our registrar will act as the returning officers. If there are any aspects regarding voting that you are uncertain about, please talk to the team from Link Market Services. We will now move to the first item of business, item 1. Item 1 is the Annual Financial Report. The 2024 financial statements and reports have been circulated to shareholders as a part of the annual report and are tabled here today for discussion. I now open the meeting for any discussion or questions on matters of particular relevance to the annual financial report, questions of the company's auditor, Ernst & Young. Questions for Mark Ronan in relation to his presentation and any other questions you may have for the management team. Please note that we'll specifically focus on the Remuneration Report later in the meeting. And we'll first address some written questions that have been lodged in advance of the meeting. Jamie, perhaps you can lead with some of those written questions those relevant to this item 1.
Jamie Adamson
executiveThanks, Trent. All right. There are four questions just in relation to the first item. The first reads as follows, Adairs has experienced a significant change in leadership across both the Board and CEO. You've had 3 chairs in the past 7 months and 2 executive directors, namely the CEO and Group Property Executive Director. Both have left the Board. So that's Brett Chenoweth, Kate Spargo, Mark Ronan and Michael Cherubino. Should shareholders be worried about this?
Trent Peterson
executiveThanks, Jamie. So first of all, I appreciate that the optics may appear concerning from an outsider's perspective. Probably the most important part to note here is that the director resignations are unrelated to each other, each have their own circumstance. So firstly, Michael Cherubino was an Executive Director and resigned from the Board as an Exec Director. Michael is here today, he's in the room. Michael continues as a senior executive of the group. He in fact, briefed the Board yesterday and still leads the Leasing Group at Adairs. I encourage shareholders to talk to Michael. So Michael is not a resource that has been lost from the Group, and indeed, he is a regular attendee at Board meetings. Mark's change is something we have discussed and is occurring as a part of management succession and an orderly transition. Brett resigned to create room for other changes in his board portfolio. His recent appointment as the Chair of Tabcorp perhaps shed some light on some of his rationale. And Kate's resignation was not planned. Kate has been a Director for 8 years and has made a significant contribution. She also has a significant portfolio of other Board roles. Ultimately, Kate decided it was the right time for her. It is not for us to dictate to directors when they can and can't resign. So that was one that we had to accept. We are in the process of recruiting new directors. And now that a new CEO has been appointed, we feel like we're in a much stronger position to move forward with that process. So that's a very active work stream that we're on now, which I mentioned earlier in my presentation.
Jamie Adamson
executiveThe second question reads, you quote improvements in the cost of doing business associated with bringing the warehousing in-house. Can you provide us with the actual group CODB and some benchmarks by which we can compare your efficiency?
Trent Peterson
executiveThanks, Jim. I might bounce the question to Mark, if that's okay. And Mark, you can say -- i'll turn it back to you.
Mark Ronan
executiveWell, I think when you think about the CODB and I said the actual CODB, so I think the FY '24, that was $290 million. But as I think about these sorts of costs, they're better measured as a percentage of sales because that allows a lot of them are variable and directly related to the sales of the business. So if you think about FY '24, that CODB was 49% of sales. It was 47% and 44% when you think about FY '23 and FY '22. But comparing with other companies is problematic as often the cost bases and product mix, business model, et cetera, et cetera, make it very hard to compare across companies. But when I think about it, our benchmarks are largely internally focused. And ultimately, what we're looking at doing is reducing that CODB and growing the EBIT margin towards 10% to 12% for the group. And we believe that 12% should be where we sit over the medium term, and in better years, we should be pushing that towards 15% as a group. So ultimately, when you see those CODB numbers, I expect them to come down in relation to the 49% as we both grow sales and drive efficiencies out of those warehousing changes.
Jamie Adamson
executiveThird question. Does Adairs do any research on the user lifetime of their product lines in a world where sustainability is central? The longevity of your products in service plays a key part.
Trent Peterson
executiveThat question is also way above my pay grade, Jamie. So I'll bounce it to Mark as well if that's okay.
Mark Ronan
executiveWell, as I mentioned in my report, obviously, sustainability is something that the business is highly focused on, and we believe it will become more and more important for both consumers and companies as we look forward. But as I think about it in terms of product wealth, we don't do any testing, so to speak, on the longevity of our product that comes down largely to the base materials you are using in the way that those materials are constructed. So as a business, when you think about our product and where our product sits in the market, we would say that it has a longer life than many other competing products out there. It's one of the things that we pride ourselves on, it's the quality of our product and the length of time that it both can be used for and the materials that we use to put it together. So -- and I think you can see that by often the price points that we're charging as compared to many other retailers out there in categories. So we control both that I guess, the quality of the product and how it's constructed, and we're very focused on how we do that and how we continue to see that as a key differentiator for the Adairs business, both from the way we operate with our consumers and obviously, sustainability as that works forward.
Jamie Adamson
executiveAnd finally, for this agenda item, the last question that has been tabled with notice is, you don't appear to have a Board skills matrix. That's about the only thing a retail shareholder can refer to when assessing new board candidates. Can you please comment on this?
Trent Peterson
executiveYes. Thanks. We do have a Board skills matrix. The Board skills matrix is published each year in our Corporate Governance Statement. So we don't put it in the annual report. It is in the published corporate governance statement that is lodged with the ASX and also available on our investor website. In the most recent period, that was lodged on the 28 of August 2024. So it's quite recent, and it's available to shareholders who would like to review that. Are there any other questions from the floor?
Unknown Shareholder
shareholderMy first question relates to Page 24 of the Annual Report, which is part of the Sustainability Report, specifically relating to people. And it seems that the percentage of the workforce that is female, is at an all-time high but the percentage of females in the executive leadership team has dropped dramatically over the last financial year. And it said that, that was primarily as a result of redefining of what the executive leadership team was rather than any underlying changes in roles by gender. Can I ask someone at the lectern to comment on that part of the report, please?
Trent Peterson
executiveSure. I'll actually let get you do it in any detail. But I will note that with the appointment of Elle Roseby as CEO. We've also appointed recently a new Head of Retail Operations who's a very senior member of the Adairs' team. It was also a female member of the team. So there are changes that are going on beneath I'll say, the surface, and we have made some very senior female appointments. What I will note is with appointment of Elle as group CEO, it's the first time the group has actually had a female leader, so I'll say that there is not a cavalier attitude to the underlying sentiment within the question, but perhaps I'll let Mark or one of the other team talk to the definitional issue in relation to [ SLT. ]
Mark Ronan
executiveDefinitional issue, Jamie, I might throw to you for the definitional issue of the actual page.
Jamie Adamson
executiveSo we essentially. It relates in part to the inclusion of the 2 other businesses within the group. And there were some roles that were previously part of the executive leadership team, which are no longer part of the executive leadership team that really related to the transition of some people who may have left the business. And it just was no longer necessarily logical that they remain part of the [ ELT. ]
Trent Peterson
executiveYes. Understood. I think famous last words, but I think that's a measure you'll see improve next year as well.
Unknown Shareholder
shareholderI think you've sort of preempted my next question. I mean, at the moment, I think the percentage of women on the Board has dipped back below 40% again, it's an interim Board. So I assume that will be addressed in the renewal process that's underway. But my question in that regard was, I think, but for a short period following the resignation of 2 males on the Board where the percentage dipped above 30%, has Adairs ever had more than 30% female representation on the Board?
Trent Peterson
executiveThat's a tricky question. Made me do the math in the head...
Mark Ronan
executiveBut after Brett's resignation, we're at 40% because if you add -- Yes. No, not before that.
Unknown Shareholder
shareholderOkay. And, sorry, there was one final question, and this is not about your report, but about today's release and specifically the Managing Director's trading product update. The product -- the underlying product and the product team seems to have been an important factor in the strong or fairly strong results in the first 16 weeks and your optimism moving forward and the reduction of promotional sales activity would tend to support this. How does the company propose to maintain that optimism given the high turnover in the product team?
Trent Peterson
executiveThe lady sitting immediately in front of you is actually our Head of Product, small coincidence. Look, I'll actually ask Mark to answer the question, but I would note that we have a very acute understanding that the product team is always very important. So there has been some change in the product team over the course of the last 12 months. It's something that we're very focused on. We do want stability within that team. We need experience and acute customer focus. Mark, I'll perhaps ask you to speak to perhaps more the philosophical approach to minimization of churn and getting the right team together.
Mark Ronan
executiveYes. And I think over the last 12 or 18 months at Adairs, we lost a long-term leader of our product team who retired, which was exciting for her. And as a part of that renewal process and equally part of our looking at our costs over the course of the last 12 months, we were forced to make some changes to think about different ways of doing it. And under Chenoweth's leadership, we've spent the last 6 months. And I think what we saw was a choppy period of time, which impacted our results in that regard. Chenoweth and I have worked on putting the team, I guess, back together. And whilst there's been a lot of churn, there's also a lot of team members that have been there a really long time who have been able to step up into roles and they're leading departments now and are doing a terrific job with the freedom that's been created as part of the changes that we've made. So I think we can see that whenever you've got a change in leader within a team and such an important team like that, it always creates an element of risk. I wouldn't give myself full marks on managing that risk over the course of the last 12 or 18 months. But equally, I think we're now -- and in relation to the comments I've made today that we've put ourselves in a good position to enable that to play forward and the team are well set and set up for success going forward with a person who's been with Adairs for a long period of time, Chenoweth, taking the leadership of that team. And I think that was a part of the reason for us thinking about the stability we've created today is someone like Chenoweth, who has good history with Adairs, understands what's made it great in the past, but equally has good ideas of how we continue to make it great in the future and leading that function going forward.
Trent Peterson
executiveAre there any other questions on the floor? As there are no other questions, I'll move to item 2. Item 2 is in relation to the reelection of Director Kiera Grant. The members are to consider the following. And that being that Kiera Grant being eligible, be reelected as a Director of the company. I'd now like to invite Kiera to speak to her reelection.
Kiera Grant
executiveHello, everyone. Thank you, Trent. My name is Kiera Grant. For those of you who have not had the pleasure of meeting yet. I joined the Adairs Board back in 2019, having worked with or alongside a number of consumer-facing businesses for most of my professional career with 12 years' experience as a full-time nonexecutive director and 15 years prior to that as an Executive Director at Investment Bank UBS. As an independent Nonexecutive Director, what I leave I bring to the Adairs Board is an intimate understanding of what good governance looks like, along with years of strategic and financial risk assessment experience, along with in-depth knowledge of capital markets and a mindset of institutional investors. Whilst I currently have a diverse portfolio of director positions, I can assure everyone here today that I have the capacity and I remain committed to seeing the Adairs Group achieve its full potential. Taking on the share role of the Audit and Risk Committee, following the recent departure of its previous chair, Kate Spargo, does provide me with an opportunity to further deepen my relationship with this organization. The Adairs Group has an exciting future, and one that I humbly look forward to being part of with the support of the shareholders here today. Thank you.
Trent Peterson
executiveThank you, Kiera. The proxy results are shown on the screen. Tracking well Kiera. Jamie, are there any pre-lodged questions in relation to this item?
Jamie Adamson
executiveThere's one question and it reads. Both Kiera and yourself state that you are nonexecutive directors in a number of unlisted companies as well as ASX listed companies, 1 and 3 listed companies, respectively. Given the loss of directors on the Board in recent times, are these remaining directors able to give the time required to steady the ship? Will they retire with some of the others -- from some of their other unlisted boards to devote more time to Adairs?
Trent Peterson
executiveMaybe I'll answer on behalf of myself, first, Kiera, and then you can chime in. So first of all, I'm comfortable that I have the capacity to fulfill all of my duties at Adairs, including as Interim Chair. I think there'll be certain management teams that I work with, which I had less time to do so. The private company boards that I sit on are quite small in managing my portfolio of board roles and investments is my full-time job. So I don't have another executive role. So this is what I dedicate all my time to. And I'm also confident that we will have new high-performing directors joining us on the Board in the not-too-distant future. So I do see the current workload as temporary, but one that I have capacity to, to service all the same. Kiera, do you want to add?
Kiera Grant
executiveAs I previously said, when I was speaking to my election that I am very comfortable with my current workload, and I feel that I will be more than capable of being able to be dedicated to this group.
Trent Peterson
executiveAre there any other written questions, Jamie, or perhaps questions from the room in relation to item 2? As there are no other questions from the floor in relation to Item 2, I will move to the next item of business, which is Item 3, the remuneration report. The next resolution is the adoption of the 2024 remuneration report. The vote on this resolution is advisory only and does not bind the directors or the company. Key management personnel, including myself, are excluded from voting on this resolution. The proxy results are shown on the screen. Jamie, are there any prelodged questions in relation to this item?
Jamie Adamson
executiveYes, there are three. the first question reads; since there are no resolutions to pay performance rights to the outgoing CEO, are we right in expecting that none of the 2022 or 2023 granted performance rights will be paid?
Trent Peterson
executiveOkay. Thank you. So the really short answer is that the assumption is incorrect. So no further LTI securities will be granted to Mark this year. And if there were, that would be put before the Board or put before shareholders for approval today. Shareholders did, however, approve the grant of the FY '22 and FY '23 performance rights to Mark. So upon an executive departing the company, the Board make an assessment as to whether the lever is a good lever or a bad lever and as to whether some or all of those securities are to remain on foot. In Mark's case, we have assessed Mark to be a good lever based on a range of criteria, including the duration and quality of his service and indeed how he is managing the transition and his notice period. He is retaining a pro rata portion of the previously granted performance rights for FY '22 and FY '23, the pro rata period being measured as the portion of the time lapsed as a proportion of the total performance period as relevant to each tranche. The underlying performance measures, the period of performance and the metrics which pertain to the vesting are unchanged.
Jamie Adamson
executiveSecond question is -- can you please advise the maximum number and target number of performance rights or equities to be provided to the new CEO and how they were calculated?
Trent Peterson
executiveSo Elle's remuneration package was set out in her appointment announcement that was lodged with the ASX. So that information is available. Her LTI package will commence from FY '26. So as a consequence, there's no proposal for us today. And we'll, of course, be subject to shareholder approval at the 2025 AGM. So that's a matter to be considered next year. Expected value of the grant of performance rights for which Elle will be eligible in FY '26 is up to $837,000, which is 88% of our total fixed remuneration. The number of securities issued is a function of the share price at the time. So that's not something we can determine today. The level was set having regard to internal and external benchmarks for the role, and we did that review extensively. As Elle will be a director of the company, when the LTI securities are proposed to be granted in FY '26 that will be put to shareholders for approval at that time.
Jamie Adamson
executiveThe final question that was lodged prior to the meeting is -- as the ASA raised at last year's AGM, we prefer LTIs to also have a relative TSR hurdle in order to align retail shareholders with the executive team. Can we ask again that this is considered with the new CEO, please?
Trent Peterson
executiveSo we certainly appreciate shareholder feedback on remuneration metrics, and it's something that we engage quite extensively with our shareholders on. And we did do, in particular, in the process of designing the most current version of the LTI scheme that we use. TSR was considered then and will continue to be considered. However, per our response last year, we note that LTI participants already do have a significant alignment of interest with shareholders via both the underlying performance metrics being EPS, a really important metric that analysts and equity investors look at and the underlying value of the securities themselves. So they are certainly aligned in wanting the value of the shares to rise as much as possible over the longer term. That's what maximizes the value of the outcome for the individual. Post our review of market, we would note that TSR is not a widely used measure by our ASX-listed specialty retail peers. And further, given the inherent market volatility that we see, particularly in specialty retailers, we prefer to focus management on matters that they can primarily control or at least substantial influence being EPS as the measure which finds a balance between matters, they can control and matters that are well understood and appreciated by the market. TSR as a measure can be heavily influenced by market conditions in very short periods of time, which can lead to manifestly unfair outcomes for participants and for shareholders, and it's always that we're trying to balance. We also do talk to our shareholders on this matter and note that views are widely varied. So it's difficult for us to please all the people all the time. Are there any other questions on the floor in relation to Item 3?
Unknown Shareholder
shareholderMy first question on this item relates to the fifth factor that the People and Remuneration Committee takes into account when determining outcomes for executive remuneration, which is risk aware. And I think the Managing Director was awarded an STI 30% of maximum equating to $175,000 gross. You mentioned before that he's been deemed to be a good leaver. Were there any concerns regarding staff or people management that led to that particular outcome regarding STI?
Trent Peterson
executiveSo just for clarity, I Chair the Remuneration Committee, so I feel like I'm well positioned to answer this. So -- the short answer is no, no concerns. It's a business with a reasonably big workforce. There are ups and downs in those processes. Managing big teams of people has its complexities and nuances. But there was no factor that we considered as a Board that led to a determination in flexing the prima facie entitlement of Mark, which is determined by way of a formula, either up or down in relation to that item.
Unknown Shareholder
shareholderOkay. So were there -- I take it from that, and thank you for being transparent about your role as the Chair of that particular committee. I take it that there were nothing specific that gave rise to any concerns, particularly against that criteria.
Trent Peterson
executiveNo. Are there any other questions in relation to this Item of business? Okay. So we'll move to the close of the meeting. So ladies and gentlemen, that concludes our discussion on the items of business for today. I declare that the poll will close in 5 minutes. The results of the poll will be released to the ASX and will be available on our website this afternoon and on the ASX website. I thank you all for your attendance today and declare the meeting closed. Thank you very much for your attendance.
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