Lockwood Advisory

Confidential discussion brief · 24 August 2026

PPS 3.0 working shorthand

A decision brief for Matt and Nicole: the proposed Stage 1 build, the three strategic pathways, and the commercial and operating terms that need to be designed.

Scope boundary: this brief addresses PPS Group only. Earth 3.0 is covered in its own partner architecture and does not form part of the PPS Stage 1 mandate, economics or decision.

What Monday needs to decide.

A useful outcome is a bounded three-month mandate to build the next version of PPS, with commercial terms, decision rights and team conditions clear enough that work can start immediately.

01
Proceed or pauseDoes Matt want Nicole to lead a three-month Stage 1 build at two days per week, with a potential one-year Managing Director role at three days per week from the new year?
02
Explore all three pathwaysAuthorise parallel diligence on Xylem, credible product-manufacturer alternatives and a distinct PPS-led model with direct investment and third-party technology supply.
03
Agree the support modelScarlet supports Nicole as Chief of Staff across both stages. Nicole will also test Matt's receptivity to Scarlet supporting them both and providing additional strategic and advisory support to Matt; any broader remit remains to be defined.
04
Set the commercial processConfirm Stage 1 at $4,000 per day for two days per week and agree how any additional days are requested and approved. Separately establish the process for Stage 2 salary, equity, valuation and any later MD-to-chair transition.
05
Confirm the Stage 1 boundaryAgree that this mandate covers PPS strategy, partnerships, commercial design and operating build only; any separate venture requires its own scope and decision.

Three live pathways.

These are genuinely different operating models. Stage 1 should compare them against the same criteria before PPS commits.

A
RoutePPS + Xylem joint venture

PPS and Xylem define the Australian market, sales, delivery and governance roles within a potential JV structure.

Potential advantage

Broad water technology portfolio, global scale and an existing Australian presence can accelerate credibility and solution depth.

What must be tested

Strategic appetite, territory and exclusivity, governance, economics, sales ownership, delivery responsibility, technology access and time to agreement.

B
RouteAlternative product manufacturer

A global water-technology business that designs and builds its own relevant products is assessed as a genuine alternative to Xylem. Integrators and resellers assembling third-party systems do not enter this screen.

Potential advantage

Negotiating leverage, a closer fit for mining or distributed remote-community delivery, and freedom from a single-provider assumption.

What must be tested

Owned products and technology, manufacturing responsibility, portfolio breadth, Australian references, local service, warranty position, partner appetite and commercial fit.

C
RoutePPS-led with direct capital

PPS secures investment, remains the lead business and deliberately assembles third-party technology suppliers project by project. This is the supplier-integration pathway, distinct from Route B.

Potential advantage

Greater control, a larger share of enterprise value and flexibility to remain technology-agnostic.

What must be tested

Capital requirement, balance-sheet risk, engineering and integration capability, warranties, delivery governance, working capital and operating team depth.

The immediate recommendation is not to select one route. It is to fund a short, evidence-led comparison and preserve leverage until partner appetite and economics are visible.

Nicole's proposed role and conditions.

Nicole is proposing a three-month contractor build at two days per week, followed by a potential one-year Managing Director role at three days per week if the business case and Stage 2 terms are right. Scarlet supports Nicole as Chief of Staff across both stages. Salary, equity and any broader support to Matt remain discussion items, not agreed terms.

Stage 1: three-month contractor engagement

Nicole at $4,000 per day for two days per week. Confirm start and end dates, GST basis, authority, deliverables, information access and expenses in the written scope.

Additional Stage 1 time

If Matt needs more than two days in a week, the additional time is requested and mutually agreed in advance, subject to Nicole's availability, and billed at the agreed contractor day rate unless otherwise documented.

Stage 2: Managing Director

Potential one-year appointment from the new year at three days per week, with the option to discuss a later chair or non-executive role. Role, authority, liability and exit conditions require formal documentation.

Stage 2 salary and equity

Discuss cash salary, equity percentage, current valuation, vesting or earn-in mechanics, dilution, tax treatment, good/bad leaver terms and what "share of the ultimate business" means.

Scarlet as Chief of Staff to Nicole

Scarlet supports Nicole through Stage 1 and Stage 2 with strategic coordination, decision support, people and opportunity diligence, and the operating structure Nicole needs around the role.

Potential expanded support to Matt

Nicole will raise the possibility of Scarlet supporting both Nicole and Matt, with additional strategic and advisory support to Matt similar to the support she provides Nicole. The purpose is to gauge receptivity before scope, time or terms are designed.

Decision authority

Define what Nicole can commit, negotiate, hire, spend and represent; what remains with Matt; and how disagreements or conflicts are resolved.

Conflict clean-up

Discuss ending the Poynton Stavrianou retainer and moving any residual support to an hourly arrangement before Nicole begins direct work for Matt. Record all client, supplier, investor, related-party and outside-business conflicts from the outset.

An illustrative three-month Stage 1 workplan.

This sequence sits inside the proposed three-month engagement at two days per week. If Matt needs additional capacity in any week, Nicole and Matt agree those days in advance, subject to availability.

Weeks 1-2

Mandate

Confirm objectives, authority, Nicole's scope, Scarlet's Chief of Staff support to Nicole, commercial process, conflict plan, priority opportunities, information access and diligence criteria. Any wider support to Matt remains exploratory.

Weeks 3-6

Pathway proof

Engage Xylem and manufacturer alternatives; test owned technology, product fit, Australian delivery, economics and the PPS-led capital path.

Weeks 7-9

Business build

Define target markets, first contracts, entity/JV options, supplier model, delivery partners, pipeline, capital requirement and operating team.

Weeks 10-12

Commit

Select pathway; agree term-sheet direction; confirm the proposed three-day-per-week Managing Director terms for Stage 2; sequence contracts, capital, hires and first delivery.

Stage 1 outputs

One decision paper
Pathway recommendation, rationale, risks and conditions.
Partner evidence
Documented discussions, capability fit and commercial parameters.
Commercial architecture
Revenue model, capital need, delivery responsibility and risk allocation.
Operating design
Entity/JV route, governance, team, pipeline and first 12-month plan.

Manufacturer-only partner starting set.

No company below is a confirmed partner. A candidate enters this Route B screen only where official product material shows that it designs and builds relevant water or process technology itself. Integrators and businesses dependent on third-party product assembly are excluded.

Xylem
Benchmark manufacturer

Broad water-technology manufacturer with its own treatment, filtration, disinfection, pumping, monitoring and service portfolio. It remains the benchmark against which the ownership and breadth of any Route B alternative should be tested.

Products and services
Australia applications

Veolia Water Technologies
Broad portfolio manufacturer

Direct manufacturer candidate with proprietary and standardised systems across reverse osmosis, desalination, clarification and industrial water treatment, including AMDRO, Opus, Sirion and Spidflow product families. Full Australian portfolio ownership and delivery coverage still require diligence.

AMDRO product
Sirion Seawater

Alfa Laval
Process-system manufacturer

Manufactures complete evaporation, freshwater-generation and zero-liquid-discharge systems, including AlfaFlash and AQUA Blue. It passes the product-builder test, although its water portfolio is narrower than Xylem's and may suit a specialist rather than whole-partner role.

AlfaFlash system
AQUA Blue E2

Sulzer
Equipment manufacturer

Designs and manufactures pumps, mixers, grinders and process equipment for municipal, industrial and mine-water applications. It passes the ownership test for its equipment portfolio, but breadth and suitability as a full strategic partner need to be tested.

Manufactured grinders
Industrial water equipment

First diligence questions for every candidate

Product ownership
What does the company design, build and warrant itself? Which components, if any, still come from third parties?
Portfolio breadth
Can the owned portfolio cover the required solution, or would PPS still need to assemble a material third-party stack?
Australian delivery
Which projects, approvals, service teams and long-term O&M capacity already exist?
Market fit
Mining, remote communities, desalination, brine, purification and modular deployment: where are they genuinely proven?
Commercial form
JV, licence, distribution, EPC, supplier, build-own-operate or non-exclusive project partnership?
Whole-system responsibility
Who owns engineering, performance guarantees, warranty, commissioning, compliance and whole-of-life service?

The questions to leave answered.

If these are answered, Nicole can convert the conversation into a scope and begin. If they are not, the build remains an interesting possibility without authority.

01
What is the ambition?What scale, markets and time horizon does Matt actually want, and what is he willing to change in PPS to reach it?
02
Which pathways stay live?Should Nicole formally engage Xylem, product-manufacturer alternatives and capital partners in parallel?
03
What can Nicole commit?What authority, information, budget and representation rights does she have during Stage 1?
04
Is the support model understood?Is Matt comfortable with Scarlet continuing as Nicole's Chief of Staff across both stages, and open to Nicole discussing a broader support and strategic-advisory role for Scarlet with him? Scope, time and terms would follow only if there is receptivity.
05
How will terms be designed?How will additional Stage 1 days be requested and approved, and who will value PPS, advise on tax/legal structure and draft the Stage 2 employment and equity terms?
06
What is outside Stage 1?Which workstreams are explicitly excluded so Nicole's PPS mandate and two-day weekly commitment remain clear?
Proposed closing decision: authorise a three-month Stage 1 build at $4,000 per day for two days per week, agree how any additional days will be approved, preserve all three PPS pathways until diligence is complete, and move immediately to a written scope and commercial process.