JUST GROUP PLC Annual Report and Accounts 2021
DIRECTORS’ REMUNERATION REPORT CONTINUED
There have been no changes in the Directors’ interests in shares in the Company between the end of the 2021 financial year and the date of this Annual Report.
DIRECTORS’ OUTSTANDING INCENTIVE SCHEME INTERESTS (AUDITED) The below tables summarise the outstanding awards made to David Richardson and Andy Parsons. All awards under the LTIP schemes are granted under options with performance conditions. Awards granted under the DSBP schemes are granted under options with no performance conditions.
The table below summarises the outstanding awards made to David Richardson:
Interest as at 31/12/20
Dividend shares accumulating at vesting
Exercise price
Granted in the year
Vesting in the year
Lapsed in the year
Exercised in the year 1
Interest as at 31/12/21
Date of grant
Vesting date
Expiry date
LTIP 24 Mar 2021 23 Mar 2020 16 May 2019 29 Mar 2018 1 28 Sep 2016 DSBP 24 Mar 2021 23 Mar 2020 28 Mar 2019 29 Mar 2018
Nil
– 959,704
– – –
– – –
– – –
– – –
959,704 24 Mar 2024 24 Mar 2031 1,708,317 23 Mar 2023 23 Mar 2030 694,567 16 May 2022 16 May 2029 - 29 Mar 2021 29 Mar 2028 3,030 28 Sep 2019 27 Sep 2026
Nil 1,708,317
– – – –
Nil Nil Nil
694,567 520,958
– 102,889 418,069 102,889
3,030
–
–
–
–
Nil Nil Nil Nil
– 331,305
– – –
– – –
– – –
– – –
331,305 24 Mar 2024 24 Mar 2031 501,548 23 Mar 2023 23 Mar 2030 318,564 28 Mar 2022 28 Mar 2029
501,548 318,564 154,135
-
– –
2,750 156,885
– 156,885
– 29 Mar 2021 29 Mar 2028
1 2018 LTIP and DSBP were exercised on 28 May 2021 at a price of £1.0749.
The table below summarises the outstanding awards made to Andy Parsons:
Interest as at 31/12/20
Dividend shares accumulating at vesting
Exercise price
Granted in the year
Vesting in the year
Lapsed in the year
Released in the year 2
Interest as at 31/12/21
Date of grant
Vesting date
Expiry date
LTIP 24 Mar 2021 23 Mar 2020
Nil
– 667,131
– –
– –
– –
– –
667,131 24 Mar 2024 24 Mar 2031 1,187,523 23 Mar 2023 23 Mar 2030
Nil 1,187,523
–
DSBP 24 Mar 2021
– 216,757
216,757 24 Mar 2024 24 Mar 2031
Nil
–
–
–
–
BUY-OUT AWARDS 1,2
–
20 Mar 2020 (I) 20 Mar 2020 (II) 20 Mar 2020 (III)
Nil Nil Nil
247,211 630,387 618,024
– – –
– 123,605 – 210,129
– 123,605 – 210,129
123,606 31 Mar 2020-22 420,258 31 Mar 2021-23 618,024 16 May 2022
n/a n/a n/a
–
–
–
–
1 As detailed in the 2019 Directors’ Remuneration Report, Andy Parsons’ buy-out awards (20 March 2020 (I) and (II)) are conditional share awards with no performance conditions, whereby the Company will release the shares to Andy as soon as reasonably practicable after the vesting of the awards. Award 20 March 2020 (III) is a conditional share award with performance conditions. 2 The second tranche of the 2020 March (I) and the first tranche of 20 March 2020 (II) vested on 31 March 2021. A total of 333,734 shares were released to Andy Parsons on 31 March 2021 at a price of £1.0181. 157,407 shares were sold to cover his tax liability and 176,327 shares were retained. Dilution The Committee complies with the dilution levels that the Investment Association guidelines recommend. Shares relating to options granted under the LTIP and SAYE are satisfied by using new issue shares rather than purchasing shares in the open market. The combined dilution from all outstanding share options at 31 December 2021 was 3.5% of the total issued share capital at the time. Share options granted under the DSBP will continue to be satisfied by the purchase of shares in the open market and therefore do not count towards the dilution limit.
PAYMENTS FOR LOSS OF OFFICE MADE DURING 2021 (AUDITED) No payments were made for loss of office to Directors during 2021.
PAYMENTS MADE TO PAST DIRECTORS DURING 2021 (AUDITED) No payments were made to past Directors during 2021. Share options retained post-termination of 104,079 shares in respect of the 2018 LTIP and 232,784 shares in respect of the 2018 DSBP vested for Rodney Cook during the year. Share options of 16,815 shares in respect of the 2018 LTIP and 133,703 shares in respect of the 2018 DSBP vested for Simon Thomas during the year.
100
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