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The Honolulu Advertiser
Posted on: Monday, August 3, 2009

Hoku hopes bonus plan retains execs


BY Greg Wiles
Advertiser Staff Writer

Hawaii news photo - The Honolulu Advertiser

Compressors go in at Hoku's Idaho polysilicon plant under construction. Hoku said keeping its leadership intact will increase its chances of surviving economic challenges.

Hoku Scientific

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Hawaii news photo - The Honolulu Advertiser

Dustin Shindo

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Hoku Scientific Inc., the Hawai'i-based company that's reported losses in 10 of the past 11 quarters, has given a pair of so-called "golden handcuffs" to its four top executives in the hopes of keeping them from leaving in the next year.

A regulatory filing at the U.S. Securities and Exchange Commission shows Hoku will pay out an extra $430,000 and award 190,000 shares of restricted stock to top executives and independent directors under a newly implemented retention plan.

The regulatory filing shows independent directors came up with the plan after deciding shareholders would be best served by taking steps to keep the executive roster intact during a financially troubling time.

"The independent (board) members determined that due to the elimination of cash incentive payments for fiscal 2010 and the uncertainty regarding our future performance and ability to continue as a going concern, it was necessary to provide officers with a periodic cash retention payment and a restricted stock grant," the regulatory filing said.

Hoku released a statement saying most of the recently disclosed compensation packages were less than in prior years and that base salaries at the company were lower than comparable publicly traded companies with similar assets.

"Many companies use this approach, usually with great effect," said Jerrod Schreck, Hoku director of business development. He said that's because executives who are versed with the company are the ones who can steer it best during tough times.

Hoku last month issued what's known as a "going concern" statement that's intended to alert investors of potentially troubling financial problems. In it, Hoku said cash problems might force it to close its doors.

Hoku also has hired an investment bank, Deutsche Bank Securities, to explore a possible sale of the company. At the same time, Hoku has been struggling to find financing for $106 million to $121 million it needs to complete a $390 million polysilicon plant it is building in Idaho.

E. James Brennan, senior associate at ERI Economic Institute, a Redmond, Wash.-based compensation and benefits research firm, said such retention plans are common these days.

"Sometimes people will look at a very bleak near-term future and say, 'There ain't no way I'm getting an increase for the next three years,' " Brennan said.

"You lose that star, and you lose the backbone of your business."

Brennan said Hoku's plan sounded reasonable given the limited information he had about it.

The plan includes giving Dustin Shindo, Hoku chairman, president and chief executive officer, a $100,000 retention award that will be paid in four installments through March. Shindo, who makes a base salary of $380,000, also was granted restricted stock totaling 60,000 shares.

The filing shows Shindo made $877,129 last year when salary, stock awards and other compensation are included.

Three other officers, Darryl Nakamoto, Scott Paul and Karl Taft, make a base salary of $120,000. They were given retention awards of $40,000 each and restricted stock ranging between 40,000 and 50,000 shares over the next year.

At the same time, the independent directors — Kenton Eldridge, Dean Hirata and Karl Stahlkopf — recommended and received board approval for a payment of $70,000 each because the value of shares previously given them had declined.

"Our board of directors determined that the cash payment would help retain a stable board during this critical period of uncertainty," the filing at the Securities and Exchange Commission said.

Hoku said the retention cash represents a meaningful amount to the company but "it's much less than the negative value impact that would occur if we were to lose a senior member of the team."