Cettire Board Approves New Long-Term Incentive Plans for CEO Dean Mintz and CFO Tim Hume

Cettire Implements Long-Term Incentives to Secure Leadership Amid Market Challenges

Cettire Limited’s Board has approved new long-term incentive arrangements to address current market headwinds while maintaining a focus on long-term shareholder value. Operating a global online luxury platform featuring over 2,500 brands and 500,000 products, the company determined that performance-based incentives are essential to retain experienced leadership. This decision follows the annual remuneration review and underscores the Board’s commitment to aligning executive compensation with shareholder interests during a period of sector challenges.

The grants for Founder and Group CEO Dean Mintz and CFO Tim Hume are predominantly performance-based, with vesting contingent on meeting defined performance hurdles and continued service over multiple years. This approach ensures remuneration is linked to measurable outcomes, aligning senior management’s interests with shareholders and the company’s strategic goals during a difficult luxury retail environment.

Dean Mintz Awarded 30.5 Million Performance Rights with Progressive Share Price Targets

Dean Mintz has been granted 30,499,056 Performance Rights divided equally into four tranches of 7,624,764 rights each, at no cost. Vesting depends on achieving specific share price targets over continuous 90-day periods within a five-year timeframe. Tranche 1 requires a volume weighted average share price of $0.50, Tranche 2 $1.00, Tranche 3 $1.50, and Tranche 4 $2.00. These escalating hurdles encourage sustained share price growth over the vesting period.

Rights will lapse if conditions are unmet by the fifth anniversary. Each vested right converts to one ordinary share, though the Board may opt for a cash equivalent based on market value. Vesting also requires Mintz to remain CEO or hold a senior executive role within Cettire or its subsidiaries, or remain engaged under "good leaver" provisions, linking value creation to his ongoing involvement.

Tim Hume’s Incentive Package Tied to Adjusted EBITDA Milestones

CFO Tim Hume’s package includes 3,000,000 rights: 1,000,000 Service Rights and 2,000,000 Performance Rights, spread across six tranches with vesting dates through August 2029. Tranche 1 features 500,000 Service Rights vesting on 31 August 2026, contingent on continued service. Tranche 2 includes 250,000 Performance Rights vesting 31 August 2027, subject to achieving Adjusted EBITDA of at least $30 million for FY ending 30 June 2027. Tranche 3’s 250,000 Performance Rights vest on 31 August 2028, contingent on $45 million Adjusted EBITDA for FY ending 30 June 2028.

Tranches 4, 5, and 6 vest on 31 August 2029, comprising 500,000 Service Rights and 1,500,000 Performance Rights. Of these, 1,050,000 Performance Rights require $55 million Adjusted EBITDA for FY ending 30 June 2029, and 450,000 require $75 million or more. This structure directly links CFO remuneration to profitability targets, incentivising improved earnings.

Shareholder Approval Sought for New Share Issuance to Satisfy CEO Grants

Performance Rights granted to Dean Mintz that will be satisfied by new share issuance require shareholder approval at the 2026 Annual General Meeting, complying with ASX Listing Rules. If approved, Mintz’s vested rights will be fulfilled through new shares issued upon exercise, ensuring transparency and shareholder consent for dilution.

If approval is not granted, the company will fulfill these rights by purchasing existing shares on market per ASX Listing Rule 10.16. This alternative avoids dilution but requires capital deployment, allowing the incentive program to proceed regardless of shareholder vote.

Performance Hurdles Ensure Executive Pay Aligns with Shareholder Value

The performance conditions for both executives foster alignment between compensation and shareholder returns. Mintz’s hurdles require sustained share price levels from $0.50 to $2.00 over continuous 90-day periods, incentivising long-term value creation rather than short-term gains. For Hume, escalating Adjusted EBITDA targets from $30 million to $75 million establish clear financial goals tied to operational performance. The combination of Service Rights and Performance Rights balances retention with performance incentives, subject to "good leaver" provisions for fair treatment in unforeseen circumstances.

Cettire’s Market Position and Business Model Underpin Incentive Design

Founded in 2017, Cettire operates a global e-commerce platform specializing in luxury personal goods. Its extensive catalogue includes over 2,500 luxury brands and 500,000 products, spanning clothing, shoes, bags, and accessories, accessible via cettire.com. The company’s model leverages e-commerce to deliver a curated luxury selection worldwide, competing in a high-margin segment. The broad brand and product range position Cettire as a premier destination for luxury consumers seeking variety and accessibility.

Facing macroeconomic uncertainty, evolving consumer habits, and distribution shifts, the luxury retail sector has experienced headwinds. The new long-term incentives reflect the Board’s view that retaining experienced leadership and aligning executive interests with long-term value creation are vital. The CEO’s share price targets and CFO’s earnings goals indicate confidence in recovery and growth, balanced with recognition of market challenges requiring sustained effort.

Extended Vesting Periods Reflect Focus on Multi-Year Value Creation

Both Mintz and Hume’s incentive plans feature long-term vesting through 2029. Mintz’s Performance Rights vest over five years post shareholder approval, while Hume’s rights vest progressively from August 2026 to August 2029. This timeline underscores the Board’s belief that luxury e-commerce value creation demands sustained execution rather than short-term performance bursts. Hume’s staggered vesting aligned with fiscal year ends provides clear financial checkpoints.

The structure supports retention and continuity, requiring Mintz to remain in a senior role or engaged by the company, while Hume’s Service Rights vest solely on continued service. This dual approach balances retention with performance-based pay.

Strategic Executive Compensation Amid Sector Headwinds

Approving new long-term incentives during market challenges reflects Cettire’s strategic choice to retain experienced leadership rather than reduce pay or focus on short-term rewards. The Board emphasizes that strong leadership is crucial during difficult periods when strategic decisions and disciplined execution impact outcomes. The arrangements aim to "retain experienced leadership through a period of sector headwinds," signaling confidence in the management team’s ability to navigate challenges and foster recovery.

The performance-based grants with substantial share price and earnings targets demonstrate that rewards are conditional on measurable success. Mintz’s hurdles from $0.50 to $2.00 per share and Hume’s EBITDA targets from $30 million to $75 million represent ambitious goals requiring effective execution. The Board’s focus on "maintaining alignment with long-term shareholder value creation" highlights the connection between executive success and shareholder interests.

Investor Milestones and Monitoring Through 2029

Investors should track key upcoming events related to these incentive plans. The 2026 Annual General Meeting will be pivotal, as shareholders vote on approving new share issuance for Mintz’s Performance Rights. The vote outcome will determine whether vesting is satisfied via new shares or market purchases, impacting dilution.

Other milestones include Hume’s first vesting of 500,000 Service Rights on 31 August 2026, followed by performance-based vesting tied to annual audited Adjusted EBITDA results. Mintz’s Performance Rights will be monitored through the company’s share price performance, specifically whether the stock sustains volume weighted averages at or above $0.50, $1.00, $1.50, and $2.00 over continuous 90-day periods. These transparent benchmarks enable investors to assess achievement of performance conditions.