Just group PLC | Annual Report and accounts 2022
DIRECTORS’ REMUNERATION REPORT continued
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
Vesting in the year
Lapsed in the year
Exercised in the year 1
Interest as at 31/12/2022
Exercise price
Interest as at 31/12/2021
Granted in the year
Vesting date
Expiry date
Date of grant LTIP 24 Mar 2022 24 Mar 2021 23 Mar 2020 16 May 2019 28 Sep 2016 DSBP 24 Mar 2022 24 Mar 2021 23 Mar 2020 28 Mar 2019
Nil Nil Nil Nil Nil
– 1,391,681
– – – – –
– – –
– – –
– – –
1,391,681 24 Mar 2025 24 Mar 2032 959,704 24 Mar 2024 24 Mar 2031 1,708,317 23 Mar 2023 23 Mar 2030
959,704
– – – –
1,708,317
694,567
220,872 473,695 220,872
– 16 May 2022 16 May 2029 – 28 Sep 2019 27 Sep 2026
3,030
–
–
3,030
Nil Nil Nil Nil
–
323,796
– – – –
– – –
– – – –
– – –
323,796 24 Mar 2025 24 Mar 2032 331,305 24 Mar 2024 24 Mar 2031 501,548 23 Mar 2023 23 Mar 2030
331,305 501,548 318,564
–
-
–
318,564
318,564
– 28 Mar 2022 28 Mar 2029
1 2016 LTIP, 2019 LTIP and DSBP were exercised on 8 December 2022 at a price of £0.7357.
The table below summarises the outstanding awards made to Andy Parsons:
Dividend shares accumulating at vesting
Vesting in the year
Lapsed in the year
Released in the year 2
Interest as at 31/12/2022
Exercise price
Interest as at 31/12/2021
Granted in the year
Vesting date
Expiry date
Date of grant LTIP 24 Mar 2022 24 Mar 2021 23 Mar 2020 DSBP 24 Mar 2022 24 Mar 2021
Nil Nil Nil
–
845,806
– – –
– – –
– – –
– –
845,806 667,131
24 Mar 2025 24 Mar 2032 24 Mar 2024 24 Mar 2031 23 Mar 2023 23 Mar 2030
667,131
– –
1,187,523
– 1,187,523
Nil Nil
–
225,084
– –
– –
– –
– –
225,084 216,757
24 Mar 2025 24 Mar 2032 24 Mar 2024 24 Mar 2031
216,757
–
BUY-OUT AWARDS 1 20 Mar 2020 (I) 2 20 Mar 2020 (II 3 20 Mar 2020 (III) 4
Nil Nil Nil
123,606 420,258 618,024
– – –
– – –
123,606 210,129
– –
123,606
Nil
31 Mar 2020-22
n/a n/a n/a
210,129 210,129 31 Mar 2021-23
196,531 421,493 196,531
Nil
16 May 2022
1 As detailed in the 2019 Directors’ Remuneration Report, Andy’s buy-out awards (20 March 2020 (I) and (II)) are conditional share awards with no performance conditions, whereby the Company will release the shares to Andy as soon as reasonably practicable after the vesting of the awards. Award 20 March 2020 (III) is a conditional share award with performance conditions. 2 The last tranche of the 2020 March (I) award vested on 31 March 2022 and 123,606 shares were released to Andy on such day for nil consideration at a market price of £0.888114. 58,299 shares were sold to cover his tax liability and 65,307 shares were retained. 3 The second tranche of the 20 March 2020 (II) award vested on 31 March 2022 and 210,129 shares were released to Andy on such day for nil consideration and at a market price of £0.888114. 99,109 shares were sold to cover his tax liability and 110,020 shares were retained. 4 The 20 March 2020 (III) award is subject to the same performance conditions applied to the 2019 LTIP grant based on EPS and TSR which were achieved at 31.8%. 196,531 shares were therefore vested and released to Andy on 16 May 2022 for nil consideration and at a market price of £0.8045. 95,161 shares were sold to cover his tax liability and 101,370 shares were retained. Dilution The Company’s employee share plans operate within the dilution limits in the Investment Association principles of remuneration, of 10% under all share plans and 5% under the executive share plans in any rolling ten-year period. Awards granted under the LTIP, DSBP and SAYE are satisfied by either using newly issued shares or market purchased shares held in the employee benefit trust, however it is the intention of the Company to use only market purchased shares to satisfy future awards under LTIP and DSBP. Should the decision be made to issue new shares to satisfy LTIP or DSBP in the future, the current dilution is 3.19% (10% in 10 years under the all shares plans) and 1.94% (5% in 10 years under the executive share plans).
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