Just group PLC | Annual Report and accounts 2022
DIRECTORS’ REMUNERATION REPORT continued
External Directorships Executive Directors are permitted to accept one external appointment with the prior approval of the Chair and where there is no impact on their role with the Group. The Board will determine on a case-by-case basis whether the Executive Directors will be permitted to retain any fees arising from such appointments, details of which will be provided in the Annual Report and Accounts in the Directors’ Remuneration Report. Illustration of the 2023 Remuneration Policy 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% pay out 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 pay out 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 pay out 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
The appointment of each Non-Executive Director may be terminated at any time with immediate effect if he/she is removed as a Director by resolution at a general meeting, by giving one months’ notice, or pursuant to the Articles. The Non-Executive Directors (other than the Chair) are not entitled to receive any compensation on termination of their appointment. Contract/letter of appointment effective dates Paul Bishop 4 April 2022 Ian Cormack 4 April 2022 Michelle Cracknell 1 March 2020 John Hastings-Bass 13 August 2020 Mary Kerrigan 1 February 2022 Mary Phibbs 5 January 2023 Kalpana Shah 1 March 2021 TREATMENT OF INCENTIVE PLANS ON LOSS OF OFFICE In certain prescribed circumstances, such as death, ill-health, injury, disability, redundancy, retirement with the consent of the Committee, the sale of the entity that employs him/her out of the Group, or any other circumstances at the discretion of the Committee, “good leaver” status may be applied. In determining whether a departing Executive Director should be treated as a good leaver, the Committee will take into account the performance of the individual and the business unit/Group over the whole period of employment and the reasons for the individual’s departure. In these circumstances, the Executive Director would still be subject to the minimum shareholding requirements. None of the Executive Directors are currently participating in the SAYE or SIP. Incentive plan Good leaver Bad leaver STIP No awards made.
Group Chief Executive Ocer
100%
694
Minimum
48% 25% 20%
1,456
On-target
31%
32%
27%
Maximum
2,826
The Committee may, at its discretion, pay a pro-rated bonus in respect of the proportion of the financial year worked (this may be wholly in cash and not subject to deferral). Unvested awards will usually vest in accordance with the normal vesting timetable. Outstanding awards will vest at the original vesting date to the extent that the performance condition has been satisfied and be reduced on a pro-rata basis to reflect the period of time which has elapsed between the grant date and the date on which the participant ceases to be employed by the Group. The Committee retains the discretion to vest awards (and measure performance accordingly) on cessation and disapply time pro-rating; however, it is envisaged that this would only be applied in exceptional circumstances.
Maximum 50% growth
21%
43%
53% 3,435
0 500
1,000 1,500 2,000 2,500
3,500 3,0 00 4,000
Remuneration (£’000)
STIP
LTIP
Fixed pay
DSBP
Outstanding awards may be retained or forfeited at the Committee’s discretion.
Group Chief Financial Ocer
100%
488
Minimum
LTIP
All awards will normally lapse.
49% 26% 22%
990
On-target
32% 34% 28%
Maximum
1,863
Maximum 50% growth
19% 40%
50%
2,233
0 500
3,500 3,0 00 4,000
1,000 1,500 2,000 2,500
Remuneration (£’000)
STIP
LTIP
Fixed pay
The treatment of outstanding awards on a takeover (or other corporate event such as a demerger, delisting, special dividend or other event which, in the opinion of the Committee, may affect the current or future value of shares) mirrors that set out above in relation to a good leaver (albeit with the vesting period automatically ending on the date of the relevant event). Alternatively, the Committee may permit or, in the case of an internal reorganisation or if the Board so determines, require both LTIP and DSBP awards to be exchanged for equivalent awards which relate to shares in a different company.
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