JUST GROUP PLC Annual Report and Accounts 2019
88
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 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% payout of the maximum STIP opportunity (75% of salary) and 25% vesting under the LTIP (37.5% of salary) • Maximum = fixed pay plus maximum payout of the STIP (150% of salary) and maximum vesting under the LTIP (150% of salary) • Maximum + 50% growth = fixed pay plus maximum payout of the STIP (150% of salary), maximum vesting under the LTIP (150% of salary) and 50% share price growth on the LTIP in the Annual Report on Remuneration section. Illustration of the 2020 Remuneration Policy
Contract/letter of appointment effective dates
Chris Gibson-Smith
6 November 2019 31 October 2019 9 December 2019 11 November 2019 23 October 2019 13 November 2019
Keith Nicholson Steve Melcher
Ian Cormack Paul Bishop
Clare Spottiswoode
Michael Deakin1
30 April 2014
1 Michael Deakin passed away on 15 July 2019.
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.
Illustration of 2020 Remuneration Policy
Group Chief Executive Ocer
Incentive plan Good leaver
Bad leaver
Minimum
STIP
100%
650
The Committee may, at its discretion, pay a pro-rated bonus in respect of the
No awards made.
On-target
50% 33% 17%
1,351
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
28%
36%
36%
2,471
DSBP
Outstanding awards may be retained or forfeited at the Committee’s discretion. All awards will normally lapse.
Maximum 50% growth
23%
31%
46% 2,918
0
500
STIP LTIP 1,000 1,500 2,000 2,500 3,000 3,500
Remuneration (£’000)
LTIP
Fixed pay
Group Chief Financial Ocer 100%
Minimum
505
On-target
52% 32%
16%
971
Maximum
28% 36%
36%
1,750
Maximum 50% growth
25% 30%
45%
2,061
0
500
STIP LTIP 1,000 1,500 2,000 2,500 3,000 3,500
Remuneration (£’000)
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.
Powered by FlippingBook