Transition of CEO and Board Changes

Transition of CEO and Board Changes

ThinkSmart Limited (ASX: TSM) is pleased to announce the formal appointment of current non-executive director Mr Fernando de Vicente to the position of full-time Chief Executive Officer of ThinkSmart Limited.

Effective 1 January 2015 Mr de Vicente will be based in London and will assume the role of CEO from Mr Keith Jones, who is concluding his transitional period as CEO post the Group’s sale of its Australian and New Zealand operations for $43m, which settled on 31 January 2014.

The Board is very pleased to announce that Mr Jones will continue with ThinkSmart in the capacity as Executive Director for Group Strategy and Development. He will operate on a part-time basis from April 2015 after a three month CEO transition.

Incoming CEO, Mr de Vicente, joined the Board on 7 April 2010 and has a Degree in Economics (International Development) from the University Complutense in Madrid, and an Executive MBA from IESE Business School in Madrid.

Mr de Vicente spent nine years at Dixons Retail, one of Europe’s largest electrical retailers. His latest role in Dixons was International Managing Director, with responsibility for Dixons Central & Southern European operations. In March 2010, Fernando left Dixons to become the Executive Chairman of BodyBell Group, one of Spain’s largest speciality retailers.

“We are delighted with the appointment of Fernando as Chief Executive Officer and the ongoing continuing involvement of Keith,” said ThinkSmart Executive Chairman Ned Montarello.

“Keith has done an outstanding job strengthening the UK office, repositioning and developing product and the platform for growth. His work in extending the Dixon’s contract and the introduction of the very promising Upgrade Anytime product was outstanding. Keith will continue his involvement on a part time basis to support Fernando who we see as the ideal person to drive the growth we are looking for in the UK.”

“These appointments of very senior and talented retailers displays our commitment to investing in our European capabilities and how extremely well placed we believe ThinkSmart is to capitalise on growth opportunities in the UK market.”

The Company will also make changes to the Board to reflect the movement in the operational focus of the Company. The Board will commence the process to appoint a UK based Non-executive Director who will bring the skills we require to build the UK business and to ensure continued good governance.

Mr Steven Penglis, being an Independent Non-executive Director of the Company since July 2000, and Chairman until 2007, has notified the Board that he will retire as a Director, effective from the end of the 2014 Annual General Meeting scheduled for 26 November 2014.

Independent Non-executive Director Mr David Griffiths will fulfil the role of Chairman for both the Audit and Risk Committee and the Remuneration Committee until further appointments are made.

ThinkSmart Executive Chairman Ned Montarello stated “The Board acknowledges and thanks Steven for his outstanding and considerableable contribution and guidance over an extended period of time.”

In accordance with ASX Listing Rule 3.16.4, below is a summary of the key terms and conditions of Mr de Vicente’s employment agreement:

  1. Base Salary £310,000 per annum (including car allowance), subject to annual review.
  2. Accommodation and Education Allowances up to £75k per annum.
  3. Short Term Incentive up to 50% of Base Salary subject to achievement of agreed performance targets.
  4. Long Term Incentive of 2m share options with agreed performance conditions (shareholder approval will be sought for the issue of these options at ThinkSmart’s upcoming AGM).
  5. Termination – Either party may terminate Mr de Vicente’s employment on 6 months’ notice. ThinkSmart may elect to pay out the notice period. In addition, ThinkSmart may terminate Mr de Vicente’s employment without notice for certain events, including serious misconduct, illness or injury and material breach of the employment agreement.
  6. Other general provisions such as confidentiality and non-compete undertakings.

ThinkSmart also confirms that it has entered into a revised employment agreement with Keith Jones for his new role. Under the revised arrangements, from 1 April 2015 (when the transitional period ends and Mr Jones commences in his new part-time role), Mr Jones will receive a salary of £170,000 per annum. The options held by Mr Jones will remain on issue subject to their performance conditions and he will be eligible to participate in ThinkSmart’s long term incentive plans subject to the board’s discretion and shareholder approvals. Either party may terminate Mr Jones employment on 6 months’ notice and Mr Jones provides confidentiality and non-compete undertakings.

Further information:

Ned Montarello, Executive Chairman
+61 (0)8 9380 8333

Neil Hackett, Company Secretary
+61 (0) 403 535 391

Michael Mullane, Cannings Corporate Communications
+61 (0)2 8284 9993


ThinkSmart Limited (ASX: TSM) processes high volumes of finance transactions quickly and efficiently through its QuickSmart proprietary technology. This enables online credit approval in just a few minutes whether customers are online or in store. Our products are executable throughout today’s complex retail channel, creating additional revenue and enhanced margin performance – on and off line.

For over 10 years, ThinkSmart has been an exclusive partner to Dixons Retail, now the newly merged Dixons Carphone Group Plc, where we have developed compelling Business and Consumer lease finance propositions, most recently introducing Upgrade Anytime – a first to market offer which enables consumers to upgrade to the very latest computing and vision products, bringing more technology to more customers more often.


This announcement may contain forward-looking statements. Such statements are not guarantees of future conduct, results, performance or achievements and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the control of ThinkSmart. ThinkSmart cannot give any assurance that the conduct, results, performance or achievements expressed or implied by the forward-looking statements in this announcement will in fact occur. Investors are cautioned not to place undue reliance on the forward-looking statements in this announcement.

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