Quarterhill strongly encourages its officers and directors to hold Quarterhill shares and has implemented policies that encourage share ownership at a meaningful level. However, insiders may occasionally sell shares as part of an option exercise or simply because of their cash needs. Investors should not interpret such sales as a lack of confidence on the insider’s part. Insiders frequently sell a small portion of their shares but still maintain a significant investment in the company.
Quarterhill insiders and the Board often have limited time windows during which they are allowed to buy or sell shares. This is because the company imposes trading blackouts on insiders when they are in possession of material undisclosed information or near the time of the release of financial information.
As a result of these blackouts, an insider may only have a certain period of days or weeks during a year during which he or she can buy or sell Quarterhill shares.
Share options are granted to Quarterhill employees at the market price at the time of the grant. If the stock rises in value the employee can choose to exercise the option and sell the resulting shares to realize a gain. This is a form of compensation that is intended to align the option holder with shareholders since both will benefit from a rise in the share price.
Blackout periods can be particularly problematic with respect to share options. Since share options typically have a limited term, an employee may have to exercise the options and sell the resulting shares in order to avoid having the options expire during a blackout period.
From time to time, employees may find themselves with a large number of in-the-money options that are nearing their expiry date. It is often preferable for the employee to exercise a portion of those options and to sell the resulting shares before the expiry date, rather than wait until expiry and then be forced to exercise and sell the whole block of shares. Generally, a smaller sale of shares can be absorbed more easily in the routine trading of the market than a large block, which could cause a significant decrease in the share price.
Investors should not interpret an exercise of a share option and resulting sale of the share as a lack of confidence in the company, since this is the way this form of compensation is generally intended to operate. In fact, the need to fund income tax liabilities that automatically arise when share options are exercised may make it a problem if the employee does not sell a portion of the shares that result from exercising share options.
Like any investor, Quarterhill employees and members of its Board are responsible for ensuring their financial well-being and that of their families. Responsible financial planning usually requires an investment strategy that ensures a proper investment portfolio diversification. Having a significant percentage of a portfolio invested in one single investment is generally not recommended. However for some employees, including members of the management team, the value of their company holdings can represent a large percentage of their overall investment portfolio. As the value of Quarterhill shares increases this portion can become too large. This may necessitate reducing their Quarterhill holdings when permitted by Quarterhill’s insider trading policy, to restore the proper asset balance of their portfolio. Again, this does not reflect a lack of confidence in the company or mean that the share price will not increase in the future.