JUST GROUP PLC Annual Report and Accounts 2019
92
Directors’ remuneration report continued
Summary of performance Measure
Weighting
Target
Vesting
Adjusted Earnings Per Share growth
50%
Threshold: 6% p.a. 25% Between threshold and maximum Between 25% and 100% on a straight-line basis Maximum: 12% p.a. or above 100% Actual: 14.4% p.a. 100% 25% Between threshold and maximum Between 25% and 100% on a straight-line basis Maximum: upper quartile or above 100% Actual: below median 0% Threshold: median
Relative TSR vs FTSE 250
50%
Total
–
–
50%
The adjustment to the interest and number of shares reduced the reinsurance and bank financing costs by £26.5m, thereby increasing operating profit to £245m. Together with a reduction in the number of shares from 1,008m to 933m, this has resulted in an Adjusted EPS of 26.3 pence. This has increased the actual Adjusted EPS outturn from an annual growth rate of 7.2% to 14.4%, increasing the vesting of the adjusted EPS measure from 40% to 100%.
2019 LTIP AWARDS GRANTED (AUDITED) The following awards were made to the Executive Directors in 2019:
Date of grant
Type of award
Face value of award
Number of shares1
End of performance period 31 December 2021
David Richardson
16 May 2019
Nil-cost options
£509,961
694,567
1 The actual share price calculated as the average price over the five days preceding the grant was £0.6501. The notional share price used to calculate the number of awards was £1.362, being the share price used to determine the number of awards granted in 2018. Performance measures and targets applying to the 2019 LTIP awards Measure Weighting Target Vesting
Adjusted Earnings Per Share growth
50%
Below 4% p.a.
0%
Threshold: 4% p.a. 25% Between threshold and maximum Between 25% and 100% on a straight-line basis Maximum: 8% p.a. or above 100% 25% Between median and upper quartile Between 25% and 100% on a straight-line basis Upper quartile or above 100% Below median 0% Median
Relative TSR vs FTSE 250
50%
DIRECTORS’ BENEFICIAL SHAREHOLDINGS (AUDITED) To align the interests of the Executive Directors with shareholders, each Executive Director must build up and maintain a shareholding in the Group equivalent to 200% of base salary, in line with the Policy. Until the guideline is met, Executive Directors are required to retain 50% of any LTIP and DSBP share awards that vest (or are exercised), net of tax and NICs. Details of the Directors’ interests in shares of the Company are shown in the table below. “Beneficially owned shares” include shares owned outright by the Directors and their connected persons and for the Executive Directors only, shares acquired under the Share Incentive Plan (“SIP”). For the purpose of calculating whether the shareholding guideline has been met, awards vested but not exercises and awards unvested under the DSBP (detailed in the “Directors” outstanding incentive scheme interests’ section following), net of tax and national insurance contributions, are included.
Unvested shares subject to continued employment
Shareholding guideline 3 (% of salary)
Beneficially owned shares at 31 December 2019
Shares vested but not exercised
Shareholding guideline met
Director
David Richardson
839,388
3,030
619,700
200% 200%
142%
Andy Parsons Rodney Cook 1
n/a
– – – – – – – – –
– – – – – – – – –
0% n/a n/a n/a n/a n/a n/a n/a n/a
3,292,635
n/a n/a n/a n/a n/a n/a n/a n/a
Chris Gibson-Smith
782,787 59,775 20,000 36,754 130,000 154,439 67,036
Keith Nicholson
Clare Spottiswoode
Paul Bishop Ian Cormack Steve Melcher Michael Deakin 2
1 Rodney Cook’s shareholding is as at 30 April 2019, the date of his departure from the Board. 2 Michael Deakin’s shareholding is shown as at 15 July 2019, the date he passed away. 3 Based on the average closing price of £0.6624 between 1 October 2019 and 31 December 2019.
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