90 JUST GROUP PLC Annual Report and Accounts 2019
Directors’ remuneration report continued
Total single figure of remuneration (audited)
Salary/fees
Benefits
Pension
STIP 3
LTIP 4
Other 5
Total
2019 545 223 250
2019
2019
2019 680
2019 183 243
2019
2019
£’000
2018 462 663 250
2018
2018
2018 612 609
2018 171 311
2018
2018
23
62 34
– – – – – – – – –
1,493
David Richardson
24 23
69 99
– – – – – – – – –
1,338 1,705
8 – – – – – – –
– – – – – – – –
508 250
Rodney Cook 1
– – – – – – –
– – – – – – –
Chris Gibson-Smith
– – – – – – –
– – – – – – –
– – – – – – –
– – – – – – –
250
89 60 79 75 75 44
89 60 79 75 75 44
Keith Nicholson
85 60 75 74 75 75
85 60 75 74 75 75
Clare Spottiswoode
Paul Bishop Ian Cormack Steve Melcher Michael Deakin 2
1 Rodney Cook stood down as a Director on 30 April 2019. The 2019 remuneration data reflects pay for the period in which Rodney was a Director and a pro-rated 2017 LTIP. Full details of his termination arrangements are disclosed later in this report. 2 Michael Deakin passed away on 15 July 2019. The 2019 remuneration data reflects his fees to this date. 3 One-third of bonus payments have been deferred into awards over shares under the DSBP and will vest after three years, with the exception of the 2018 STIP for Rodney Cook, where one-third of the bonus payment was forfeited. 4 Awards were made under the LTIP in the period and the respective values will be reported on vesting in the respective Annual Report on Remuneration section. The LTIP in respect of the period 1 January to 31 December 2019 includes the 2017 LTIP awards. The 2017 LTIP award was earned but did not vest during 2019. For the purposes of valuation, the 2017 LTIP has been estimated based on a share price of £0.6624 (the average share price from 1 October to 31 December 2019). This estimate will be updated to reflect the actual valuation in next year’s report.
The 2016 LTIP award, which vested in 2018 has been updated to reflect the actual share price at the time of vesting. 5 Other includes the value of SAYE and SIP awards that vest after three or five years for SAYE, and three years for SIP.
Benefits include executive allowance for which the executives can purchase their own benefits, for example a pension or private medical cover together with Company paid benefits of life assurance and income protection.
2019 FIXED PAY (AUDITED) Base salaries
In addition to his role of Deputy Chief Executive and MD, UK Corporate Business, David Richardson undertook the additional role of Interim Chief Financial Officer from October 2018 to 1 January 2020. From 1 May 2019, he took on the further role of Interim Chief Executive Officer, while receiving no uplift to his base salary for the additional roles of Interim CFO or Interim CEO. On his permanent appointment as Group Chief Executive on 19 September 2019, the Remuneration Committee reviewed David’s base salary and determined that his base salary should increase to £585,000. The Remuneration Committee determined that this should be payable from 1 May 2019, when David first took on the role of CEO on an interim basis. Andy Parsons was appointed Chief Financial Officer with effect from 1 January 2020. Andy was appointed with a base salary of £415,000, reflecting his extensive experience. Benefits and pension Benefits include executive allowance for which the executives can purchase their own benefits, for example private medical cover. In addition, the Company provides permanent health insurance, life assurance and two-yearly health screening benefits. Just Group provided 15% of salary as a cash payment in lieu of a Company pension contribution to Rodney Cook up to his termination date and to David Richardson up to 30 April 2019. From 1 May 2019 David Richardson’s cash payment in lieu of the Company pension was decreased to 10% of salary. Non-Executive Directors’ fees The fees for Non-Executive Directors were reviewed in 2019, resulting in an increase to the additional fee for the Committee Chair, Risk and Audit Committee. The fees are as detailed in the table below:
£’000
Fee
Board Chair
250
Basic fee
60 10 20 15
Additional fee for Senior Independent Director
Additional fee for Committee Chair, Risk & Audit Committee Additional fee for Committee Chair, all other Committees
The Chair receives a single, all-inclusive fee for the role.
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