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Remuneration Report / Continued
As discussed in the Committee Chair’s statement on pages 109 to 112, the Committee considered the formulaic bonus outcome in the context of the Group’s overall performance for the year and concluded that it was satisfied that the formulaic bonus outcome was a fair reflection of overall Group performance during the year. The Committee was also satisfied that the above performance was achieved within an acceptable risk profile, as confirmed by the Audit and Risk Committee. Subject to the estimated total return component noted above, the overall annual bonus outcome for the Executive Directors is, therefore, as follows: Financial metrics (out of maximum 60%) Corporate objectives (out of maximum 40%) Overall bonus % of maximum Bonus % of salary Total bonus £
Michael Morris Andrew Dewhirst
27.6 27.6
26.0 26.0
53.6 53.6
77.8 295,700
77.8 201,100 This year, the Committee has determined that the proportion of the bonus deferred be set at 55% of the annual bonuses awarded to the Executive Directors and payable in shares in two years’ time. Dividend equivalents will accrue on the shares and these will be paid in cash when the awards vest. Long-term Incentive Plan The LTIP awards granted on 22 June 2021 were subject to performance conditions for the three years ended 31 March 2024. The performance conditions and the actual performance for these were as follows:
Weighting (% of award)
Awarded (% of maximum)
Performance condition
Basis of calculation
Range
Actual
Total shareholder return versus comparator group
Less than median – 0% Equal to median – 25% Equal to upper quartile – 100% Less than median – 0% Equal to median – 25% Equal to upper quartile – 100%
Median – (2.1)% Upper quartile – 17.8%
(15.7)% 33.3%
0%
Total property return versus MSCI Index
Median – 1.8% Upper quartile – 3.5%
4.9% (above upper quartile)
33.3% 100%
Growth in EPRA EPS
Less than 3.85 pence per share for the year ended 31 March 2024 – 0% Equal to 3.85 pence per share for the year ended 31 March 2024 – 25% Equal or greater than 4.25 pence per share for the year ended 31 March 2024 – 100%
3.97p
33.3% 47.5%
The Committee was satisfied that the above performance was achieved within an acceptable risk profile. As discussed in the Committee Chair’s statement on pages 109 to 112, the Committee considered the formulaic LTIP outcome in the context of the Group’s overall performance over the performance period and concluded that it was satisfied the formulaic outcome was a fair reflection of overall Group performance during the period. Based on the vesting percentage above, the shares awarded and their estimated values, using an average share price of 62.63 pence for the quarter ended 31 March 2024, are:
Estimated
Maximum number of shares at grant
Number of shares vesting
Number of lapsed shares
value 1,2 £
Director
Michael Morris Andrew Dewhirst
403,339 241,358
198,321 118,675
205,018 122,683
145,000 86,800
1. The estimated value includes dividend equivalent awards which will be made in relation to vested LTIP awards at the point of vesting. The value of the dividend equivalent awards is £20,820 (Michael Morris) and £12,500 (Andrew Dewhirst). 2. The average share price for the quarter ended 31 March 2024 is lower than the share price at grant so there has been no share price growth in the estimated value of the awards. The following awards in the Long-term Incentive Plan were granted to the Executive Directors on 14 June 2023:
Face value per share (£)
Award face value (£)
Number of shares 456,408
Basis (% of salary)
Threshold vesting
Performance period
Michael Morris Andrew Dewhirst
93.75% 0.7810 356,450 1 April 2023 to 31 March 2026 82.5% 0.7810 213,300 1 April 2023 to 31 March 2026
25%
273,114 25% The face value is based on a weighted average price per share, being the average of the closing share prices over the three business days immediately preceding the award date. Awards will vest after three years subject to continued service and the achievement of three equally weighted performance conditions (relative total shareholder return, relative total property return and EPRA EPS). The vesting schedule for the relative measures will be as applied to the June 2021 LTIP set out above. The EPS element will vest at 25% for achievement of EPRA EPS of 4.20 pence in the year ended 31 March 2026 increasing on a straight-line basis to 100% vesting for EPRA EPS of 4.55 pence. Any LTIP vesting will also be subject to the Remuneration Committee confirming that, in its assessment, the vesting outturn was achieved within an acceptable risk profile.
Picton Property Income Limited / Annual Report 2024 122
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