Just group PLC | Annual Report and accounts 2022
DIRECTORS’ REMUNERATION REPORT continued
VESTING OF LTIP AWARDS WITH A PERFORMANCE PERIOD ENDING IN 2022 (AUDITED) 2020 awards
The 2020 LTIP award performance period ended on 31 December 2022. The award is forecast to vest at 93% on 23 March 2023 based on earnings per share growth, relative TSR performance and performance against capital self-sufficiency targets over the three year period ending 31 December 2022.
Value of shares due to vest 1 £1,088,282
Number of shares awarded
Dividend equivalent due
Number of shares due to vest 1
Date of grant
Type of award
% vesting
David Richardson
23 March 2020 Nil-cost options 23 March 2020 Nil-cost options
1,708,317 1,187,523
93% 93%
£23,831 £16,565
1,588,734 1,104,396
Andy Parsons
£756,511
1 The value shown is based on the three month average share price to the year end, being £0.6850. This value will be trued up to reflect the actual share price at vesting in next year’s single total figure table.
Summary of performance Condition
Weighting
Target
Vesting
Adjusted earnings per share growth 1
25%
Threshold: 2% p.a.
25%
Between threshold and maximum
Between 25% and 100% on a straight-line basis
Maximum: 8% p.a. or above
100% 100%
Actual: 16.5% p.a. Threshold: median
Relative TSR vs FTSE 250
25%
25%
Between threshold and maximum Maximum: upper quartile or above Actual: Between median and UQ
Between 25% and 100% on a straight-line basis
100%
71.49%
Capital self-sufficiency
25%
Threshold: SCR of 145%
25%
Between threshold and maximum Maximum: SCR of 150% or above
Between 25% and 100% on a straight-line basis
100% 100%
Actual: 196%
Capital self-sufficiency
25%
Threshold: £80m organic capital generation 25% Between threshold and maximum Maximum: £230m organic capital generation 100% Actual: £434m 100%
Between 25% and 100% on a straight-line basis
Total
–
–
93%
1 Adjusted EPS is calculated as adjusted operating profit before tax divided by the weighted average number of shares in issue by the Group for the period.
Consistent with past practice, the adjustment to the interest and number of shares reduced the reinsurance and bank financing costs by £8m, thereby increasing operating profit to £345m and the number of shares to 1,007m, resulting in an adjusted EPS of 34.3 pence. Buy-out awards In line with the disclosure in the 2019 Directors’ Remuneration Report, cash buy-out awards of £265,428 and £238,680, and share buy-out awards with a value of £1,191,528 were granted to Andy Parsons on 20 March 2020 as three conditional share awards and the following were paid to him in 2022: • The last tranche of award (I) and the second tranche of award (II) vested on 31 March 2022. A total of 333,735 shares were released to Andy for nil consideration at a market price of £0.888114. 157,408 shares were sold to cover his tax liability and 176,327 shares were retained. • The award (III) of 618,024 shares is subject to the same performance conditions applied to the 2019 LTIP grant based on EPS and TSR which were achieved at 31.8%. Consistent with past practice and the 2019 LTIP outturn, the adjustment to the interest and number of shares reduced the reinsurance and bank financing costs by £16m, thereby increasing operating profit to £251m and the number of shares to 933m resulting in an adjusted EPS of 26.9p. 196,531 shares were therefore vested and released to Andy on 16 May 2022 for nil consideration at a market price of £0.8045. 95,161 shares were sold to cover his tax liability and 101,370 shares were retained.
2022 LTIP AWARDS GRANTED (AUDITED) The following awards were made to the Executive Directors in 2022:
Date of grant
Type of award
Face value of award Number of shares 1
End of performance period
David Richardson
24 March 2022 24 March 2022
Nil-cost options Nil-cost options
£1,218,000 (200% of salary) £740,250 (175% of salary)
1,391,681
31 December 2024 31 December 2024
Andy Parsons
845,806
1 The actual share price calculated as the average price over the five days preceding the grant was £0.8752.
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