110 | Just Group PLC | Annual Report and Accounts 2023
DIRECTORS’ REMUNERATION REPORT continued
DIRECTORS’ BENEFICIAL SHAREHOLDINGS (AUDITED) To align the interests of the Executive Directors with shareholders, each Executive Director must build up and maintain a shareholding in the Group equivalent to 200% of base salary, in line with the Policy. Until the guideline is met, Executive Directors are required to retain 50% of any LTIP and DSBP share awards that vest (and are exercised), net of tax and national insurance contributions (“NICs”). Details of the Directors’ interests in shares of the Company are shown in the table below. Beneficially owned shares include shares owned outright by the Directors and their connected persons. For the purpose of calculating whether the shareholding guideline has been met, awards vested but not exercised and awards unvested under the DSBP (detailed in the Directors’ outstanding incentive scheme interests section following), net of tax and NIC, are included.
Beneficially owned shares at 31 December 2023
Interest in share awards – subject to performance conditions
Interest in share awards – not subject to performance conditions
Interest in share awards – vested but unexercised
Shareholding guideline (% of salary)
Shareholding guideline met 1 (% of salary)
Director
David Richardson 2
2,503,673 1,299,460
3,894,415 2,450,512
980,576 667,909
– – – – – – – – – – –
200% 200% 200%
376% 296%
Andy Parsons 3 Mark Godson 4 Paul Bishop 5 Jim Brown 6 Ian Cormack 7
–
– – – – – – – – –
– – – – – – – – –
0% n/a n/a n/a n/a n/a n/a n/a n/a
36,754 118,000 130,000 59,000 210,200 61,715
n/a n/a n/a n/a n/a n/a n/a n/a
Michelle Cracknell John Hastings-Bass
Mary Kerrigan Mary Phibbs 8 Kalpana Shah
– –
1 Based on the average closing price of £0.7921 between 1 October 2023 and 31 December 2023. 2 Included in David Richardson’s 2,503,673 beneficially owned shares at 31 December 2023 are 334,172 shares, which were financed by way of a company loan, of which £437k was outstanding as at 31 December 2023. This loan accrues interest at 4% p.a. and will be repaid out of any sale proceeds on such shares. To the extent a shortfall remains, the Company will write off the balance and settle any taxes due on a grossed-up basis. 3 Andy Parsons retired from the Board on the 31st December 2023 and his shareholding guideline is shown is at the end of his appointment. 4 Mark Godson was appointed to the Board on 1 December 2023. 5 Paul Bishop retired from the Board on 12 July 2023. His share interest shown is at the end of his appointment. 6 Jim Brown was appointed to the Board on 1 November 2023. 7 Ian Cormack retired from the Board on 9 May 2023. His share interest shown is at the end of his appointment. 8 Mary Phibbs was appointed to the Board on 5 January 2023. There have been no changes in the Directors’ interests in shares in the Company between the end of the 2023 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:
Dividend shares accumulating at vesting
Exercise price
Interest as at 31/12/2022
Granted in the year
Vesting in the year
Lapsed in the year
Exercised in the year 1
Interest as at 31/12/2023
Date of grant
Vesting date
Expiry date
LTIP 23 Mar 2023 24 Mar 2022 24 Mar 2021 23 Mar 2020 DSBP 23 Mar 2023 24 Mar 2022 24 Mar 2021 23 Mar 2020
Nil
– 1,543,030
– – –
– – –
– – –
– 1,543,030 23 Mar 2026 23 Mar 2033 – 1,391,681 24 Mar 2025 24 Mar 2032 – 959,704 24 Mar 2024 24 Mar 2031
Nil 1,391,681
– – –
Nil
959,704
Nil 1,708,317
– 1,588,734 119,583 1,588,734
– 23 Mar 2023 23 Mar 2030
Nil Nil Nil Nil
– 325,475
– – –
– – –
– – –
– 325,475 23 Mar 2026 23 Mar 2033 – 323,796 24 Mar 2025 24 Mar 2032 – 331,305 24 Mar 2024 24 Mar 2031
323,796 331,305 501,548
– – –
– 501,548
– 501,548
– 23 Mar 2023 23 Mar 2030
1 2020 LTIP and DSBP were exercised on 12 April 2023 at a price of £0.922.
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