JUST GROUP PLC Annual Report and Accounts 2021
DIRECTORS’ REMUNERATION REPORT CONTINUED
ANNUAL REPORT ON REMUNERATION This report describes the remuneration for our Executive Directors and Non-Executive Directors and sets out how the remuneration policy has been used and, accordingly, the amounts paid relating to the year ended 31 December 2021. The report has been prepared in accordance with the provisions of the Companies Act 2006, the FCA’s Listing Rules and The Large and Medium-Sized Companies and Groups (Accounts and Reports) Regulations 2008, as amended. The report has also been prepared in line with the recommendations of the UK Corporate Governance Code. Various disclosures of the detailed information about the Directors’ remuneration set out below have been audited by the Group’s independent auditor, PricewaterhouseCoopers LLP. Illustration of how the 2020 Remuneration Policy will be implemented in 2022 Under the Directors’ remuneration policy, a significant proportion of total remuneration is linked to Group performance. The following charts illustrate how the Executive Directors’ total pay package varies under four different performance scenarios: • Minimum = fixed pay only (salary + benefits + pension allowance) • On-target = fixed pay plus 50% payout of the maximum STIP opportunity (75% of salary) and 25% vesting under the LTIP (50% and 43.75% of salary for the CEO and CFO respectively) • Maximum = fixed pay plus maximum payout of the STIP (150% of salary) and maximum vesting under the LTIP (200% and 175% of salary for the CEO and CFO respectively) • Maximum + 50% growth = fixed pay plus maximum payout of the STIP (150% of salary), maximum vesting under the LTIP (200% and 175% of salary for the CEO and CFO respectively) and 50% share price growth on the LTIP
Illustration of 2020 Remuneration Policy in 2022
Group Chief Executive Ocer
Group Chief Financial Ocer
100%
693
100%
488
Minimum
Minimum
48% 31% 21%
49% 32% 19%
1,454
991
On-target
On-target
25%
32%
43%
26% 34%
40%
Maximum
Maximum
2,824
1,863
Maximum 50% growth
Maximum 50% growth
20%
27%
53% 3,433
22% 28%
50%
2,233
0
500
STIP LTIP 1,000 1,500 2,000 2,500 3,000 3,500
0
500
STIP LTIP 1,000 1,500 2,000 2,500 3,000 3,500
Remuneration (£’000)
Remuneration (£’000)
Fixed pay
Fixed pay
Total single figure of remuneration (audited) Salary/fees Benefits
Total fixed remuneration
Total variable remuneration
Pension
STIP
LTIP 5,6
Other 7
Total
2021
2021
2021
2021 716 498
2021 191
2021
2021
2021 680 480 200
2021 907
£’000
2020
2020
2020
2020
2020
2020
2020
2020
2020
597 594 415 415
23 23
60 42
–
– 1587 1541 459 1594 1461
David Richardson
24 47
59 42
761 498
103
677
864 957
– – – – – – – – – –
616
504 1114
Andy Parsons
– – – – – – – – – –
John Hastings-Bass 1 200
– – – – – – – – –
– – – – – – – – –
– – – – – – – – –
– – – – – – – – –
200
– – – – – – – – –
93
– – – – – – – – –
– – – – – – – – –
– – – – – – – – –
– – – – – – – – –
93
93
– – – – – – – – –
– 155
–
–
Chris Gibson-Smith 2
155
155
90 60 80 75 75 60 50
90 60 80 75 75 60 50
90 60 80 75 75 60 50
Keith Nicholson
90 60 80 75 75 50
90 60 80 75 75 50
90 60 80 75 75 50
Clare Spottiswoode
Paul Bishop Ian Cormack Steve Melcher
Michelle Cracknell 3
Kalpana Shah 4
–
–
–
1 John Hastings-Bass was appointed Chair of the Company with effect from 13 August 2020 and his remuneration for 2020 represents his fees from this date. 2 Chris Gibson-Smith retired from his role as Chair of the Company with effect from 13 August 2020 and his remuneration represents his fees up to this date.
3 Michelle Cracknell was appointed as a Non-Executive Director of the Company with effect from 01 March 2020 and her remuneration for 2020 represents her fees from this date. 4 Kalpana Shah was appointed as a Non-Executive Director of the Company with effect from 01 March 2021 and her remuneration for 2021 represents her fees from this date. 5 Awards made under the LTIP in the period and the respective values will be reported on vesting in the respective Annual Report on Remuneration section. The LTIP in respect of the period 1 January to 31 December 2021 includes the 2019 LTIP awards. The 2019 LTIP award was earned but did not vest during 2021. For the purposes of valuation, the 2019 LTIP has been estimated based on a share price of £0.8642 (the average share price from 1 October to 31 December 2021). This estimate will be updated to reflect the actual valuation in next year’s report. The 2018 LTIP award, which vested in 2021, has been updated to reflect the actual share price at the time of vesting. 6 The estimate of value vesting under the 2019 LTIP shown represents vesting of 31.8% of maximum based on achievement of performance targets. The share price used for this estimate of £0.8642 (being the average share price from 1 October 2021 to 31 December 2021) represents an increase of 33% when measured against the share price at the time of grant of £0.6501. 7 ‘Other’ relates to buy-out awards negotiated as part of Andy Parsons’ joining and set out on page 99 and paid to him in 2020 and 2021. The 2021 value includes cash and shares released to him in 2021 together with the value of his Award III, which has the same performance conditions as the 2019 LTIP and will vest on 16 May 2022. For the purposes of valuation, the 2019 LTIP has been estimated based on a share price of £0.8642 (the average share price from 1 October 2021 to 31 December 2021).
96
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