The Numbers
The financial evidence, in tables. The Record sets out what was said. This page sets out what happened, drawn from the company's audited annual reports, its half-year and quarterly reports and its announcements to the ASX. Figures are in US$ unless noted, as the company reports. Every table names its source, so you can check each figure against the original.
1Revenue vs remuneration
Over four years, the six current directors' reported remuneration, including the CEO's, was more than twice the company's revenue.
See revenue and remuneration, year by year
Total remuneration for the Chief Executive Officer and for the current Board of six directors, set against the revenue the company reported in the same year.
| Financial year | Revenue (US$) | CEO total remuneration (US$) | Board total remuneration (US$) | ASX closing price (A$) |
|---|---|---|---|---|
| FY2022 | 5,071,252 | 3,662,965 | 6,589,437 | 0.745 |
| FY2023 | 232,004 | 2,580,801 | 4,698,655 | 0.170 |
| FY2024 | 398,011 | 1,720,009 | 2,866,100 | 0.390 |
| FY2025 | 1,887,155 | 819,852 | 1,489,831 | 0.175 |
| Four years | 7,588,422 | 8,783,627 115.8% of revenue |
15,644,023 206.2% of revenue |
— |
| Half-year to 30 June 2026 | 1,222,745 | Not disclosed in the half-year report | Not disclosed in the half-year report | — |
"Board" means the six current directors: S Hehir (CEO), A Viana, P van der Made, G Carrick, P Turcinov and D Le. It excludes former chair E Hernandez, who received US$17,973 before resigning on 28 February 2022. Mr Hehir was appointed CEO on 29 November 2021; FY2022 was his first full year. FY2022 revenue reflected delivery on a significant licence agreement.
Source: statutory remuneration tables and five-year summaries, BrainChip annual reports FY2022–FY2025; Half-Year Report, 26 August 2026.
2The Board, person by person
Most of the Board's pay came as shares, not cash. Section 6 shows what the directors did with them.
Deferred, not cancelled The non-executive directors have deferred their 2024 and 2025 annual equity grants, a step the company describes as demonstrating "direct economic alignment with shareholders" and "proportionate risk-sharing". Asked at the 2026 AGM whether these awards would be permanently forfeited or put to shareholders at the 2027 AGM instead, the Chairman replied: "That's a fair question and the answer is a decision has not been made at this time." (watch from 1:44:48; recording posted on YouTube by @Uly85)
Question for the Board. If the deferral is about alignment with shareholders, given the revenue record above, why defer the awards rather than cancel them?
Sources: BrainChip Annual Report FY2025, "Enhanced Board Accountability" (deferral of the 2024 and 2025 awards, A$135,000 per director per year); 2026 AGM, question and answer session, 6 May 2026, at 1:44:48 (watch from this point; recording posted on YouTube by user @Uly85, not by the company; we have checked the quotation against it), where a shareholder asked whether the deferred awards would be permanently forfeited or put to shareholders at the 2027 AGM.
See each director's cash and share awards, and the executives disclosed
Each director's remuneration split into cash (salary and fees, cash bonus, annual leave and superannuation) and equity (the share-based payment expense recognised that year). Every figure below is taken from the audited remuneration table in that year's annual report, and each director's cash and equity sum exactly to the company's own reported total.
| Director | FY2022 | FY2023 | FY2024 | FY2025 | Four-year total | |
|---|---|---|---|---|---|---|
| S Hehir, CEO | Cash | 801,940 | 501,295 | 858,192 | 502,759 | 2,664,186 |
| Equity | 2,861,025 | 2,079,506 | 861,817 | 317,093 | 6,119,441 | |
| A Viana, Chairman | Cash | 112,983 | 111,255 | 105,429 | 103,090 | 432,757 |
| Equity | 1,374,271 | 698,146 | 290,501 | 46,367 | 2,409,285 | |
| P van der Made | Cash | 452,339 | 334,032 | 62,593 | 65,259 | 914,223 |
| Equity | 222,423 | 196,757 | (22,125) | 61,389 | 458,444 | |
| G Carrick | Cash | 86,600 | 82,782 | 82,366 | 80,539 | 332,287 |
| Equity | 254,342 | 166,541 | 148,606 | 46,367 | 615,856 | |
| P Turcinov | Cash | 84,187 | 82,782 | 82,366 | 80,539 | 329,874 |
| Equity | 327,046 | 270,050 | 188,123 | 54,502 | 839,721 | |
| D Le | Cash | 12,281 | 72,848 | 72,482 | 70,874 | 228,485 |
| Equity | — | 102,661 | 135,750 | 61,053 | 299,464 | |
| All six, combined | 6,589,437 | 4,698,655 | 2,866,100 | 1,489,831 | 15,644,023 |
Figures in US$. The four-year totals for the three directors proposed for removal (Mr Viana US$2,842,042, Ms Turcinov US$1,169,595, Ms Le US$527,949) and their share-based portions are taken from this table. Share awards are valued at the amount the company expensed for them each year, as reported in the annual report, not at today's share price. Equity is the share-based payment expense recognised in the year and can be negative where previously expensed awards were reassessed: Mr van der Made's FY2024 figure is a US$22,125 vesting credit. Ms Turcinov was appointed 4 January 2022 and Ms Le on 1 November 2022.
Executives individually disclosed in the remuneration report, by year
| Year | Executive KMP named beside the directors | Count |
|---|---|---|
| FY2022 | A Mankar (CDO), K Scarince (CFO), R Telson (VP, ceased 1 January 2022) | 3 |
| FY2023 | A Mankar (CDO), K Scarince (CFO) | 2 |
| FY2024 | A Mankar (CDO, retired 31 December 2024), K Scarince (CFO) | 2 |
| FY2025 | K Scarince (CFO) | 1 |
The remuneration report names the executives the company treats as Key Management Personnel. By FY2025, the CFO was the only executive disclosed individually alongside the Board, after the Chief Development Officer retired at the end of 2024. The company's own quarterly reports name other senior executives, including Dr Jonathon Tapson, appointed in the September 2024 quarter as Vice President of Engineering to replace the retiring Chief Development Officer, a Chief Technology Officer (appointed December 2023) and a Chief Marketing Officer (appointed in the September 2024 quarter). None of them has been disclosed as Key Management Personnel. Shareholders can fairly ask whether the KMP list reflects everyone who directs the company's major activities, and what those roles cost.
Source: statutory remuneration tables and KMP listings, BrainChip annual reports FY2022–FY2025; Quarterly Activities Reports for the December 2023 quarter (Chief Technology Officer appointed) and the September 2024 quarter (Vice President of Engineering appointed to replace the Chief Development Officer; Chief Marketing Officer appointed; Chief Development Officer to retire at the end of 2024).
3The funding facility
A funding line the company kept extending, repeatedly deferred, and paid a A$1 million failure fee when it ended. Shareholders carried the cost.
The facility was established in August 2020, during Lou DiNardo's time as CEO. This group's concern is with how it was extended and managed after 2021, including amendments, minimums not met and the A$1 million Failure Fee. The facility was meant to give the company funding on demand. Instead, over six years and four amendments, the company repeatedly deferred or fell short of the minimum it had agreed to draw, paid LDA A$371,487 in 2024 as what it called an "Early Buyout Fee", and paid a A$1,000,581 Failure Fee when the facility expired in June 2026, settled by selling shares issued to LDA for nil consideration. At the same time it raised about A$59 million through separate placements and share purchase plans, issued at discounts of up to 10.3% to the market price.
Each of those steps lands on existing shareholders: through cash paid away, through new shares issued at a discount, and through new shares that helped lift the share count by a third in four years.
Questions for the Board. Why did the Board keep extending a facility whose minimums the company did not meet? What did the facility cost in total, including fees, discounts and collateral shares? And why were shareholders not given that figure?
See the full facility record, date by date
BrainChip's standing arrangement with LDA Capital let the company draw funding by issuing shares on demand. It ran for six years, was amended four times, and expired on 30 June 2026 with its minimum drawdown not met. The dated record, from the company's own documents:
| Date | Event | Amount |
|---|---|---|
| 13 August 2020 | Put Option Agreement with LDA Capital established | — |
| 13 October 2021 | Second Amendment: remaining A$5.3m minimum deferred to 28 February 2022; total commitment lifted to A$65m; minimum obligation increased by A$30m | — |
| 29 December 2023 | Third Amendment: one-year extension; obligations of the remaining A$2.7m plus no less than A$12m to be drawn by 31 December 2024 | — |
| 25 July 2024 | A$25m capital raising announced (A$20m placement, A$2m sale of existing LDA securities, A$3m SPP at A$0.193). The SPP booklet discloses a payment to LDA Capital "to fulfill current obligations under the Put Option Agreement" | A$371,487 |
| 31 December 2024 | Fourth Amendment (announced 7 January 2025): 18-month extension fixing expiry at 30 June 2026; commitment lifted to A$140m, of which A$68m drawn since 2020; additional A$20m minimum to be drawn by 30 June 2026 | — |
| 31 March 2026 | 13,000,000 shares issued to LDA for nil consideration as advance collateral for the expected Failure Fee | 13.0m shares |
| 30 June 2026 | Agreement expires. The required minimum had not been drawn, and a Failure Fee was recognised | A$1,000,581 |
| July 2026 | LDA sells 6,960,000 collateral shares at an average A$0.1437; proceeds applied against the Failure Fee | 6.96m shares |
| 10–12 August 2026 | Remaining 6,040,000 collateral shares sold for A$752,548 gross; net proceeds after LDA's 8.5% fee received by the company on 12 August 2026 | A$688,582 |
Amounts are stated in the currency the company used: the Failure Fee of A$1,000,581 (US$688,805) and the final net proceeds of A$688,582 (US$486,458) are different figures in different currencies. Dates are the event dates as stated in the company's reports.
Source: BrainChip annual reports FY2022, FY2024 and FY2025; capital raising announcements of 25 July 2024 and 10 November 2025; Share Purchase Plan booklet, 25 July 2024; Cleansing Notice, 1 April 2026; "Expiration of LDA Put Option Agreement", ASX announcement, 24 July 2026; Half-Year Report, June 2026.
Shares on issue, year by year
| Date | Ordinary shares on issue | New shares issued in year |
|---|---|---|
| 31 Dec 2021 | 1,693,237,144 | — |
| 31 Dec 2022 | 1,726,862,144 | 33,625,000 |
| 31 Dec 2023 | 1,805,814,685 | 78,952,541 |
| 31 Dec 2024 | 1,972,467,976 | 166,653,291 |
| 31 Dec 2025 | 2,252,751,810 | 280,283,834 |
| Four years | 559,514,666 a 33.0% increase in shares on issue |
Counts are the audited movement schedules for ordinary shares on issue, including shares issued to the Equity Plan trustee. Roughly one new share was issued over the four years for every three that existed at the start of 2022, and the pace of issuance grew each year.
Source: contributed equity notes, BrainChip annual reports FY2021, FY2023 and FY2024; Half-Year Report June 2026, Note 15.
Notes: A$59 million is this group's total of the placement and share purchase plan proceeds reported in the FY2024 and FY2025 annual reports (A$20m and A$0.63m in 2024; A$35m and A$2.98m in 2025). The November 2025 placement was priced at a 10.3% discount to the last close; the July 2024 placement at 3.5%. The facility's 8.5% discount is set out in the company's own description of the pricing (91.5% of the daily volume-weighted average price). On the A$68 million the company reports drawing from 2020 to 2024, that discount amounts to roughly A$6.3 million below the market average, on this group's estimate.
4Guided vs delivered: the AKD1500
The first commercial production run of BrainChip's flagship chip came in short, and shareholders learned of it only in routine reports.
The yield shortfall was disclosed only inside routine reports — the 27 July quarterly and the 26 August half-year report — not in a standalone announcement. The half-year report says analysis is underway.
Questions for the Board. What caused the lower yields? When will the remaining units arrive, and how much lower will final volumes be? Are customer deliveries affected?
See what the company said, and when
The AKD1500 is BrainChip's first processor to reach commercial-scale production. What the company told the market about the production run, in its own quarterly reports:
| Date | Company statement | Units |
|---|---|---|
| 24 April 2026 | Q1 quarterly: "The Company anticipates receiving approximately 70,000 units in this first production run", with deliveries beginning in July over a 4–6 week period | ≈70,000 |
| 27 July 2026 | Q2 quarterly: first production batch received; full run revised, "slightly lower than what was initially expected due to lower than anticipated production yields", with the company analysing the variance | 2,000 received; run ≈60,000 |
Context from the audited FY2025 annual report: US$1,978,395 of AKD1500 development costs were capitalised and written down to nil in FY2025, while management and the Board stated confidence that future economic benefits will be derived from the product.
Source: Quarterly Activities Reports lodged 24 April 2026 and 27 July 2026; Half-Year Report, 26 August 2026; BrainChip Annual Report FY2025.
5Four strikes in a row
The remuneration report vote is one of the few formal ways shareholders can register a view on how the company and its Board are run. Each strike is a single resolution, but four in a row sends a broader message. In this group's view, it is a message the Board has yet to address. This group believes shareholders need clearer visibility of what the company is, and is not, achieving.
See the vote results in full
| AGM | Date | Against the rem report | Result | Strike | Spill resolution |
|---|---|---|---|---|---|
| 2023 | 23 May 2023 | 52.57% | Not carried | First strike | — |
| 2024 | 21 May 2024 | 33.41% | Carried | Second strike | Defeated: 14.41% for, 85.59% against |
| 2025 | 6 May 2025 | 53.86% | Not carried | First strike (counter reset) | — |
| 2026 | 6 May 2026 | 38.69% | Carried | Second strike | Defeated: 20.95% for, 79.05% against |
Percentages are of votes cast, from the poll results the company lodged with the ASX. A strike is recorded when 25% or more of votes cast oppose the remuneration report. A second strike in the following year requires a board spill resolution to be put to the same meeting. The report was defeated outright in 2023 and 2025, and carried with strikes recorded in 2024 and 2026.
Source: Results of Annual General Meeting, poll tables as announced to the ASX: 23 May 2023, 21 May 2024, 6 May 2025 and 6 May 2026.
6What the directors own
No director share purchases recorded, January 2022 to June 2026: not in the annual reports, and not in any director's interest notice lodged with the ASX.
Every share held by the three directors this group proposes to remove (Antonio Viana, Pia Turcinov and Duy-Loan Le) came from company incentive awards. Directors can be restricted from trading at particular times, for example while the company holds information it has not yet announced. The annual reports do not say whether disposals were made to cover tax. This has been checked against every change-of-interest notice (Appendix 3Y) lodged with the ASX for the six current directors from January 2022 to June 2026: every acquisition recorded is a grant of incentive securities approved at an AGM, or the issue of shares on their vesting; none is an on-market purchase, or participation in a share purchase plan or placement. The full list of notices, with links, is below. This does not cover any period before January 2022.
See the full four-year record, director by director
Shares bought by directors, by year
| Year | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|
| Shares bought by any director | None | None | None | None |
| Shares sold or disposed of by directors | 4,772,025 | 1,158,958 | 1,477,000 | 1,527,354 |
Each director's holding, FY2022 to FY2025
| Director | Held 1 Jan 2022 or on joining | Bought | Received from incentive awards | Sold or disposed | Held 31 Dec 2025 | Value at A$0.125 |
|---|---|---|---|---|---|---|
| A Viana, Chairman Proposed for removal | 0 | None | 3,635,018 | (635,000) | 3,000,018 | A$375,002 |
| S Hehir, CEO | 0 | None | 7,495,060 | (3,916,673) | 3,578,387 | A$447,298 |
| G Carrick | 0 | None | 187,344 | — | 187,344 | A$23,418 |
| P Turcinov Proposed for removal | 0 | None | 1,009,156 | (550,331) | 458,825 | A$57,353 |
| D Le Proposed for removal | 0 | None | 1,347,981 | — | 1,347,981 | A$168,498 |
| P van der Made (founder) | 160,305,508 | None | 333,648 | (3,833,333) | 156,805,823 | A$19,600,728 |
| All six | 160,305,508 | None | 14,008,207 | (8,935,337) | 165,378,378 | A$20,672,297 |
Source: "Shareholdings of Key Management Personnel", Remuneration Report, BrainChip Annual Reports FY2022, FY2023, FY2024 and FY2025. Each report gives one "Acquired / Disposed" figure per director per year; in all four years, for every director, that figure is nil or a disposal. "Received from incentive awards" is the reports' "Net change other" column, which the company describes as shares issued on conversion of Restricted Stock Units or Performance Rights. Ms Turcinov joined the Board on 4 January 2022 and Ms Le on 1 November 2022, each holding no shares. Mr Carrick, a director since November 2020, held no shares until May 2024, when 187,344 performance rights vested. Mr Viana's first BrainChip shares, in June 2022, came from vested awards (Appendix 3Y, lodged 30 June 2022). Mr van der Made's awards figure includes a 315-share register correction in FY2023. The reports do not say whether disposals were made on market or why; the company's guidelines allow directors to sell shares to cover tax on vested awards. Values are illustrative, at the 2 October 2026 closing price. Every figure in this table has been checked against the directors' Appendix 3Y notices listed below, and matches them.
Founder Peter van der Made holds about 95% of everything the six directors own, a stake he built before this period.
Incentive awards still to vest or be exercised
As at 26 February 2026, the date of the FY2025 annual report:
| Director | Unvested or unexercised awards |
|---|---|
| A Viana, Chairman | None |
| S Hehir, CEO | 11,918,679 restricted stock units, including up to 7,545,307 granted in 2025 that vest in 2028 subject to a bookings target |
| P van der Made | 429,302 performance rights; 697,674 service rights |
| G Carrick | 2,500,000 options (exercise price US$0.279, expiring 2031); 697,674 service rights |
| P Turcinov | 697,674 service rights |
| D Le | None |
Source: "Interests in the equity of the company" and sections 10–11, BrainChip Annual Report FY2025. The non-executive directors' annual equity grants for 2024 and 2025 (A$135,000 each per year) were deferred by the directors and will not be put to the 2026 AGM, according to the same report. Since that date: Mr Hehir's restricted stock units granted in 2023 vested in part (815,217 shares) and lapsed in part on 28 February 2026, and he was granted 5,724,113 restricted stock units approved at the 2026 AGM (Appendix 3Y notices of 5 March and 12 May 2026); Mr van der Made's 429,302 performance rights vested in part (171,722 shares) and lapsed in part on 2 March 2026 (Appendix 3Y, 5 March 2026).
See every director's interest notice, January 2022 to June 2026 (62 notices)
Every Appendix 3Y (change) and Appendix 3X (initial) notice lodged with the ASX for the six current directors between 1 January 2022 and 30 June 2026, taken from the ASX announcements platform. Each document number links to the notice. Release dates are Sydney time.
| Director | Released | ASX document | Date of change | Acquired | Disposed | Nature of change (as stated) |
|---|---|---|---|---|---|---|
| Antonio Viana | 30 Jun 2022 | 2A1382007 | 25 May 2022 and 28 June 2022 | 3,000,000 RSUs (25 May); 666,666 shares (28 June) | 666,666 RSUs (28 June) | Issue of RSUs approved by shareholders at the 24 May 2022 AGM; vesting of RSUs |
| Antonio Viana | 27 Jul 2022 | 2A1387086 | 25 July 2022 | Nil (666,666 shares transferred to direct holding) | 666,666 shares from the LTI plan trust | Beneficial holding transfer to direct holding interest |
| Antonio Viana | 2 Sep 2022 | 2A1395922 | 1 September 2022 | Nil | 666,666 shares (as first lodged) | On market transfer to meet taxation obligation from previous vesting of RSUs |
| Antonio Viana | 8 Sep 2022 | 2A1397416 (Correction) | 1 September 2022 | Nil | 230,000 shares (corrected figure) | Correction of the notice of 2 September 2022; on market transfer to meet taxation obligation |
| Antonio Viana | 2 Nov 2022 | 2A1410842 | 1 November 2022 | 250,000 shares | 250,000 RSUs | Vesting of RSUs |
| Antonio Viana | 10 Nov 2022 | 2A1412941 | 3 November 2022 | Nil | 125,000 shares | On market sale to meet taxation obligation from previous vesting of RSUs |
| Antonio Viana | 26 May 2023 | 2A1451430 | 26 May 2023 | 187,344 RSUs | Nil | Allotment of RSUs approved by shareholders at the 23 May 2023 AGM |
| Antonio Viana | 28 Jun 2023 | 2A1457128 | 28 June 2023 | 666,667 shares | 666,667 RSUs | Issuance of shares on vesting of RSUs |
| Antonio Viana | 1 Nov 2023 | 2A1484937 | 1 November 2023 | 250,000 shares | 250,000 RSUs | Issuance of shares on vesting of RSUs |
| Antonio Viana | 6 Nov 2023 | 2A1485826 | 3 November 2023 | Nil | 65,000 shares | On market sale for payment of tax on the 1 November 2023 vesting |
| Antonio Viana | 2 Jan 2024 | 2A1497362 | 31 December 2023 | Nil | 250,000 RSUs (lapsed) | Lapsing of unvested RSUs on termination of the Consultancy Agreement between Antonio Viana and the company |
| Antonio Viana | 23 May 2024 | 2A1524755 | 23 May 2024 | 697,674 RSUs | Nil | Allotment of RSUs approved by shareholders at the 21 May 2024 AGM |
| Antonio Viana | 27 May 2024 | 2A1525307 | 27 May 2024 | 187,344 shares | 187,344 RSUs | Vesting of RSUs |
| Antonio Viana | 28 Jun 2024 | 2A1532008 | 28 June 2024 | 666,667 shares | 666,667 RSUs | Vesting of RSUs |
| Antonio Viana | 1 Nov 2024 | 2A1559562 | 1 November 2024 | 250,000 shares | 250,000 RSUs; 85,000 shares | Vesting of RSUs; on market sale for US federal and state taxes on the vesting |
| Antonio Viana | 26 May 2025 | 2A1598296 | 23 May 2025 | 697,674 shares | 697,674 RSUs | Issue of shares on vesting of RSUs |
| Antonio Viana | 27 May 2025 | 2A1598516 | 26 May 2025 | Nil | 130,000 shares | On market sale for US federal and state taxes on RSU vesting |
| Sean Hehir | 25 May 2022 | 2A1375629 | 25 May 2022 | 7,081,730 RSUs | Nil | Issue of securities approved by shareholders at the 24 May 2022 AGM |
| Sean Hehir | 30 Nov 2022 | 2A1417270 | 29 November 2022 | 2,000,000 shares | 2,000,000 RSUs | Vesting of RSUs |
| Sean Hehir | 2 Dec 2022 | 2A1418008 | 1 December 2022 | Nil | 917,025 shares | On market sale to meet taxation obligation from previous vesting of RSUs |
| Sean Hehir | 26 May 2023 | 2A1451426 | 26 May 2023 | 2,264,493 RSUs | Nil | Allotment of RSUs approved by shareholders at the 23 May 2023 AGM |
| Sean Hehir | 29 Nov 2023 | 2A1490972 | 29 November 2023 | 2,000,000 shares | 2,000,000 RSUs | Shares issued on vesting of RSUs |
| Sean Hehir | 18 Dec 2023 | 2A1495073 (Directors' Interest Notices (combined)) | 1 December 2023 | Nil | 725,788 shares | On market sale for tax on the 29 November 2023 vesting |
| Sean Hehir | 29 Dec 2023 | 2A1497094 | 22 December 2023 | Nil | 368,170 shares | On market sale for shortfall tax on the 29 November 2023 vesting |
| Sean Hehir | 23 May 2024 | 2A1524753 | 23 May 2024 | 3,171,247 RSUs | Nil | Allotment of RSUs approved by shareholders at the 21 May 2024 AGM |
| Sean Hehir | 3 Dec 2024 | 2A1565968 | 29 November and 2 December 2024 | 2,000,000 shares | 2,000,000 RSUs; 1,017,000 shares | Vesting of RSUs; on market sale for US federal and state taxes on the vesting |
| Sean Hehir | 6 Mar 2025 | 2A1582967 | 28 February, 3 and 4 March 2025 | 1,495,060 shares | 2,144,098 RSUs (vested or lapsed); 888,690 shares | Vesting and lapse of RSUs; on market sale for US federal and state taxes on the vesting |
| Sean Hehir | 8 May 2025 | 2A1595489 | 8 May 2025 | 7,545,307 RSUs | Nil | Allotment of RSUs approved by shareholders at the 6 May 2025 AGM |
| Sean Hehir | 5 Mar 2026 | 2A1658188 | 28 February 2026 | 815,217 shares | 2,264,493 RSUs (vested or lapsed); 535,641 shares | Vesting and lapse of RSUs; on market sale for US federal and state taxes on the vesting |
| Sean Hehir | 12 May 2026 | 2A1671584 | 8 May 2026 | 5,724,113 RSUs | Nil | Allotment of RSUs approved by shareholders at the 6 May 2026 AGM |
| Peter van der Made | 25 May 2022 | 2A1375636 | 25 May 2022 | 1,250,000 performance rights | Nil | Issue of securities approved by shareholders at the 24 May 2022 AGM |
| Peter van der Made | 9 Jun 2022 | 2A1378559 | 3 to 8 June 2022 | Nil | 3,500,000 shares | Shares gifted to ShareGift Australia, nominated to Lions Alzheimer's Foundation; sold on market by ShareGift |
| Peter van der Made | 26 May 2023 | 2A1451429 | 26 May 2023 | 1,287,906 performance rights | Nil | Allotment of performance rights approved by shareholders at the 23 May 2023 AGM |
| Peter van der Made | 8 Jan 2024 | 2A1498835 | 31 December 2023 | Nil | 1,275,271 performance rights (cancelled) | Cancellation of LTI performance rights on retirement as CTO and executive director (ASX announcement, 5 January 2024) |
| Peter van der Made | 23 May 2024 | 2A1524752 | 23 May 2024 | 697,674 service rights | Nil | Allotment of service rights approved by shareholders at the 21 May 2024 AGM |
| Peter van der Made | 6 Mar 2025 | 2A1582965 | 28 February 2025 | 333,333 shares | 833,333 performance rights (vested or lapsed) | Lapse and vesting of performance rights |
| Peter van der Made | 11 Apr 2025 | 2A1590964 | 4 April 2025 | Nil | 333,333 shares | Shares gifted to ShareGift Australia, nominated to ADRA Australia; sold on market by ShareGift |
| Peter van der Made | 5 Mar 2026 | 2A1658189 | 2 March 2026 | 171,722 shares | 429,302 performance rights (vested or lapsed) | Vesting and lapse of performance rights |
| Peter van der Made | 4 Jun 2026 | 2A1675605 | 1 June 2026 | Nil | 171,722 shares | Shares sold; proceeds donated to three charities, with no benefit to Mr van der Made |
| Geoffrey Carrick | 26 May 2023 | 2A1451425 | 26 May 2023 | 187,344 performance rights | Nil | Allotment of performance rights approved by shareholders at the 23 May 2023 AGM |
| Geoffrey Carrick | 23 May 2024 | 2A1524751 | 23 May 2024 | 697,674 service rights | Nil | Allotment of service rights approved by shareholders at the 21 May 2024 AGM |
| Geoffrey Carrick | 27 May 2024 | 2A1525313 | 27 May 2024 | 187,344 shares | 187,344 performance rights | Vesting of performance rights |
| Pia Turcinov | 4 Jan 2022 | 2A1349325 (Initial Director's Interest Notice) | 4 January 2022 (appointment) | Holding on appointment: nil | — | Initial notice on appointment |
| Pia Turcinov | 25 May 2022 | 2A1375631 | 25 May 2022 | 821,812 performance rights | Nil | Issue of securities approved by shareholders at the 24 May 2022 AGM |
| Pia Turcinov | 4 Jan 2023 | 2A1423687 | 4 January 2023 | 204,813 shares | 204,813 performance rights | Vesting of performance rights, which converted into ordinary shares |
| Pia Turcinov | 26 May 2023 | 2A1451428 | 26 May 2023 | 187,344 performance rights | Nil | Allotment approved by shareholders at the 23 May 2023 AGM |
| Pia Turcinov | 18 Dec 2023 | 2A1495073 (Directors' Interest Notices (combined)) | 25 May 2023 | 69,124 shares | 69,124 performance rights | Vesting of performance rights |
| Pia Turcinov | 4 Jan 2024 | 2A1498082 | 4 January 2024 | 204,813 shares | 204,813 performance rights | Vesting of performance rights, which converted into ordinary shares |
| Pia Turcinov | 23 May 2024 | 2A1524749 | 23 May 2024 | 697,674 service rights | Nil | Allotment of service rights approved by shareholders at the 21 May 2024 AGM |
| Pia Turcinov | 27 May 2024 | 2A1525309 | 27 May 2024 | 256,468 shares | 256,468 performance rights | Vesting of performance rights |
| Pia Turcinov | 14 Jun 2024 | 2A1529015 | 12 June 2024 | Nil | 375,000 shares | On market sale for tax on previous vesting of performance rights |
| Pia Turcinov | 6 Jan 2025 | 2A1571942 | 4 January 2025 | 204,813 shares | 204,813 performance rights | Vesting of performance rights |
| Pia Turcinov | 4 Feb 2025 | 2A1576288 (Correction) | 4 January 2025 | 204,813 shares | 204,813 performance rights | Correction of the notice of 6 January 2025 (holdings after change restated) |
| Pia Turcinov | 26 May 2025 | 2A1598297 | 23 May 2025 | 69,125 shares (notice stated 766,799; corrected 28 May 2025) | 69,125 performance rights | Issue of shares on vesting of performance rights |
| Pia Turcinov | 28 May 2025 | 2A1598779 | 28 May 2025 | Nil | 175,331 shares | On market sale for Australian tax on historical vesting of performance rights; also corrects the 26 May 2025 notice |
| Duy-Loan Le | 1 Nov 2022 | 2A1410536 (Initial Director's Interest Notice) | 1 November 2022 (appointment) | Holding on appointment: nil | — | Initial notice on appointment |
| Duy-Loan Le | 26 May 2023 | 2A1451427 | 26 May 2023 | 650,307 RSUs | Nil | Allotment of RSUs approved by shareholders at the 23 May 2023 AGM |
| Duy-Loan Le | 1 Nov 2023 | 2A1484936 | 1 November 2023 | 154,321 shares | 154,321 RSUs | Issuance of shares on vesting of RSUs |
| Duy-Loan Le | 23 May 2024 | 2A1524754 | 23 May 2024 | 697,674 RSUs | Nil | Allotment of RSUs approved by shareholders at the 21 May 2024 AGM |
| Duy-Loan Le | 27 May 2024 | 2A1525311 | 27 May 2024 | 187,344 shares | 187,344 RSUs | Vesting of RSUs |
| Duy-Loan Le | 1 Nov 2024 | 2A1559560 | 1 November 2024 | 154,321 shares | 154,321 RSUs | Issuance of shares on vesting of RSUs |
| Duy-Loan Le | 26 May 2025 | 2A1598298 | 23 May 2025 | 697,674 shares | 697,674 RSUs | Issue of shares on vesting of RSUs |
| Duy-Loan Le | 3 Nov 2025 | 2A1633397 | 1 November 2025 | 154,321 shares | 154,321 RSUs | Issue of shares on vesting of RSUs |
No notice records an on-market or off-market purchase, or participation in a share purchase plan or placement. One notice (Mr Viana, 27 July 2022) records a transfer of 666,666 shares from the company's incentive plan trust to his direct holding. Disposals are on-market sales described as being for tax on vested awards, charitable gifts or sales with the proceeds donated (Mr van der Made), and lapses or cancellations of unvested awards. To be re-checked on the day of publication for any notice lodged after 30 June 2026.
The minimum shareholding policy
The company describes its own minimum shareholding rule in two different ways. The remuneration letter in the FY2025 annual report says each non-executive director must hold shares worth one year of base cash fees, under a policy it says was introduced in 2025 and approved in February 2023. Section 8 of the same annual report, and the policy itself (updated January 2026), say five years. For a director on the A$90,000 base fee, that is the difference between A$90,000 and A$450,000 of shares. For every current non-executive director, the deadline is February 2027.
Questions for the Board. Which is it: one year or five? Does every non-executive director expect to meet the requirement by February 2027? Will each non-executive director meet the guideline by February 2027, and how? And were director share sales limited to covering tax on vested awards, as the policy contemplates?
See how individual directors' holdings compare, on both versions
No director is required to meet the guideline until February 2027, and nothing in this table suggests any director is currently in breach. The policy uses a 60-day volume-weighted average price, which may differ from the closing prices used here.
| Director | Shares held, 31 Dec 2025 | Value at A$0.175 (31 Dec 2025 close) | One-year test (A$90,000) | Five-year test (A$450,000) |
|---|---|---|---|---|
| A Viana, Chairman | 3,000,018 | A$525,003 | Would meet | Would meet |
| G Carrick | 187,344, plus 697,674 service rights | A$32,785; A$154,878 including service rights | Would not yet meet; would meet including service rights | Would not yet meet |
| P Turcinov | 458,825, plus 697,674 service rights | A$80,294; A$202,387 including service rights | Would not yet meet; would meet including service rights | Would not yet meet |
| D Le | 1,347,981 | A$235,897 | Would meet | Would not yet meet |
| P van der Made | 156,805,823 | about A$27.4 million | Would meet | Would meet |
Sources: Remuneration Committee letter and section 8, BrainChip Annual Report FY2025; shareholdings and equity interests, same report; Non-Executive Director Remuneration Policy, updated 22 January 2026, section 8. The policy measures holdings at the 60-day volume-weighted average price at the end of each calendar year, which may differ from the year-end closing price used here. It counts shares owned outright, unvested restricted stock and restricted stock units, and certain in-the-money options; it does not mention service rights, so both values are shown. Mr Carrick's 2,500,000 options have an exercise price of US$0.279, above the current share price. Both tests use the A$90,000 base Board fee, including superannuation and excluding Chairman and committee fees.
Read the company's policy
The Non-Executive Director Remuneration Policy is published on BrainChip's website. Section 8, the minimum shareholding guideline, says in summary:
- Each non-executive director must build and hold shares worth five years of their annual base cash fee, excluding Chairman and committee fees. (The FY2025 annual report's remuneration letter describes this as one year.)
- The holding must be reached within four years of the guideline's approval, or within five years of joining for directors appointed later.
- Holdings are assessed at the end of each calendar year, using the 60-day volume-weighted average share price.
- The Remuneration and Nomination Committee oversees compliance and can recommend that directors buy additional shares.
- If a director cannot meet the requirement for reasons beyond their control, such as shareholders not approving annual equity grants, the Committee may extend the deadline or change how compliance is measured.
- While the requirement applies, a director may still sell the minimum number of shares needed to cover tax on vested awards.
Those are the numbers, each one traceable to the document it came from. What the company said while these figures accumulated is set out under The Record. The candidates this group is proposing are named under The Candidates.