GOVERNANCE REPORT
93
DIRECTORS’ OUTSTANDING INCENTIVE SCHEME INTERESTS (AUDITED) The table below summarises the outstanding awards made to David Richardson:
Exercise price
Interest as at 31/12/18
Granted in the year
Vesting in the year
Lapsed in the year
Exercised in the year
Interest as at 31/12/19
Date of grant
Vesting date
Expiry date
LTIP 16 May 2019 29 Mar 2018 17 May 2017 28 Sep 2016 21 Apr 2016 DSBP 28 Mar 2019 29 Mar 2018 17 Mar 2017 21 Apr 2016 LTIP 29 Mar 2018 17 May 2017 28 Sep 2016 21 Apr 2016 DSBP 28 Mar 2019 29 Mar 2018 17 Mar 2017 21 Apr 2016 Date of grant
Nil Nil Nil Nil Nil Nil Nil Nil Nil
– 694,567
– – –
– – –
– – –
694,567 16 May 2022 16 May 2029 520,958 29 Mar 2021 29 Mar 2028 521,759 17 May 2020 17 May 2027 3,030 28 Sep 2019 28 Sep 2026
520,958 521,759
– – –
6,060
3,030
3,030
Nil
482,075
– 241,037 241,038 241,037
Nil
21 Apr 2019 21 Apr 2026
– 318,564
– – –
– – –
– – –
318,564 28 Mar 2022 28 Mar 2029 154,135 29 Mar 2021 29 Mar 2028 147,001 17 Mar 2020 17 Mar 2027
154,135 147,001 119,285
– –
– 119,285
– 119,285
Nil
21 Apr 2019 21 Apr 2026
The table below summarises the outstanding awards made to Rodney Cook:
Exercise price
Interest as at 31/12/18
Granted in the year
Vesting in the year
Lapsed in the year
Exercised in the year
Interest as at 31/12/19
Vesting date
Expiry date
Nil Nil Nil Nil Nil Nil Nil Nil
998,502 846,613 42,606 852,126
– –
– 471,515 – 152,861
– –
526,987 29 Mar 2021 29 Mar 2028 693,752 17 May 2020 17 May 2027
– 21,303 21,303 21,303 – 426,063 426,063 426,063
Nil Nil
28 Sep 2019 28 Sep 2026 21 Apr 2019 21 Apr 2026
– 475,195
– 475,195
– – –
Nil
28 Mar 2022 28 Mar 2029
228,703 207,358 99,201
– –
– –
– –
228,703 29 Mar 2021 29 Mar 2028 207,358 17 Mar 2020 17 Mar 2027
– 99,201
– 99,201
Nil
21 Apr 2019 21 Apr 2026
The closing share price of the Group’s ordinary shares as at 31 December 2019 was £0.79 and the price range fluctuated over the course of the year between £0.36 and £1.089. Dilution The Committee complies with the dilution levels that the Investment Association guidelines recommend. Shares relating to options granted under the Just Retirement Group plc 2013 Long Term Incentive Plan (“LTIP”) and the Just Retirement Group plc Sharesave Scheme (“SAYE”) are satisfied by using new issue shares rather than purchasing shares in the open market. The combined dilution from all outstanding share options at 31 December 2019 was 2.43% of the total share capital at the time. Share options granted under the Just Retirement Group plc Deferred Share Bonus Plan (“DSBP”) will continue to be satisfied by the purchase of shares in the open market and therefore do not count towards the dilution limit. AWARDS MADE TO INCOMING DIRECTORS (AUDITED) As part of the terms of his recruitment the Committee agreed that Andy Parsons would be granted awards to compensate him for cash incentive awards forfeited on leaving LV, his previous employer. In accordance with the approved Policy, the buy-out awards were designed to mirror the time horizon and expected value of the remuneration forfeited. However, unlike the original awards which were to be delivered in cash, the buyout awards will be delivered primarily in Just Group shares in order to ensure alignment with existing members of the Just Group leadership team and with shareholders. The first cash element of the buyout, granted in respect of certain deferred bonus awards forfeited amounts to £265,428, payable in three tranches: £8,768 on appointment; £150,208 in March 2020; and £106,452 in March 2021. The second cash element of the buyout, granted in respect of the 2019 bonus forfeited at LV amounts to £238,680 and will be paid in April 2020. The grant value of the share buy-out awards will be £1,191,528. Conditional share awards over the value of shares and vesting dates in the table below will be granted as soon as practicable:
Award
Value of award £292,500 £497,250 £401,778 £1,191,528
Vesting date
I
In three equal tranches on 31 March 2020, 31 March 2021 and 31 March 2022 In three equal tranches on 31 March 2020, 31 March 2021 and 31 March 2022 15 May 2022 or on determination of the performance condition if later
II
III
Total
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