7 questions lodged at 2025 Freelancer hybrid AGM

Q1. The original Freelancer prospectus for its IPO in 2013 offer the public and employees 35 million shares at 50c, which was just 6.9% of total shares on issue. Fast forward 12 years and not much has changed with co-founder Matt Barrie and Simon Clausen together still owning almost 80%. What is the point of being listed with such a concentrated register. Have Matt and Simon thought about privatising Freelancer or, alternatively, selling down their shareholdings in running it more like a conventional public company?

Answer: The chair Matt Barrie explained the history of modest share trading and capital raising and that being public helped with various regulatory and licensing issues. Watch video of exchange via Twitter, plus these additional comments including from Simon Clausen saying he won't be selling at the current low share price.

Q2. If claiming to hold a hybrid AGM, why do you have the clunky additional step of requiring shareholders to email the company to gain access? Surely an online registration process just using the shareholder HIN number would make more sense? How many of our circa 1700 shareholders registered by email to participate online today?

Answer: The chair ended up drawing the Boardroom rep into the discussion about low AGM attendances more generally. Only "2 or 3" shareholders emailed to attend online. Watch video of exchange via Twitter.

Q3. What was the process by which we appointed Craig Scroggie and Patrick Grove as directors since the last AGM? Both of them are hard-charging entrepreneurs and CEOs so we now have a lot of entrepreneurial views around the board table. Our $95m market cap company is controlled by executive chair Matt Barrie with 43.6% and director Simon Clausen with 35%. Have either Matt or Simon thought about selling some of their shares to Craig or Patrick to help create greater alignment and skin in the game around the board table?

Answer: The chair was very excited about his two new hires but won't be selling them any of his shares. Watch video of exchange via Twitter.

Q4. Given that Patrick Grove is based in Singapore and has multiple other business interests, what is the agreement in terms of the time commitment that Patrick will devote to Freelancer and could Patrick please detail his full commercial and personal history with the other directors of Freelancer? Does he regard any of them as personal friends and does he regard himself as an independent director? What influence does Patrick believe he has had on the company since his appointment to the board?

Answer: The chair happily handed over to Patrick Grove who said he liked to back aggressive entrepreneurs and the tech space was a small community and he knew most of the major Australian players, including the Freelancer directors. Watch video of exchange via Twitter.

Q5. What agreement does Craig have with the board of NextDC regarding his time commitment to Freelancer, which has no connection to Next DC? Is Craig's appointment to the Freelancer board a sign that his time as Next DC CEO is coming to an end, after 13 years in the role? Also, right at the top of his profile on the Next DC website it says the following: "Diversity and Inclusion is ingrained in every part of our strategy towards success." Is Craig going to push for the appointment of a female director of Freelancer or are we likely to see the same 5 blokes running the company at next year's AGM?

Answer: The question wrangler ignored the diversity angle and then Craig was invited to explain that his board has agreed to one external board position and he's excited for the future of Freelancer. Watch video of exchange via Twitter.

Q6. Could Craig Scroggie clarify his relationship with Simon Clausen, our co-founder and the second largest shareholder with a 35% stake. Was Craig the Symantec executive who led the negotiations when Symantec agreed to pay $300m for his PC Tools business in 2008, which gave Simon the capital to be co-founder of Freelancer? Does Craig regard himself as being independent of Simon or are they old friends and associates? Could Craig please summarise the history of his relationship with all of the Freelancer directors?

Answer: Craig explained that he only met Simon after the Symantec deal was done but did put the two businesses together after Simon had left the business. Watch video of exchange via Twitter.

Q7. Assuming this resolution to increase the fee cap for non-executive directors from $300,000 to $500,000 is is passed, what is the actual payment plan for the non executive directors in calendar 2025 and beyond? Also, did the the two controlling shareholders vote on this resolution or the remuneration report resolution?

Answer: The off-screen rem chair explained that the increase in fee cap was for future appointments when would have thought the answer was to pay Patrick and Craig, two great hires who should be paid properly. Watch video of exchange via Twitter.

Copyright © 2025 The Mayne Report. All rights reserved

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