Statement pursuant to S.430(2B) of the Companies Act 2006 - Gary Young
29 April 2020
As announced on 19 February 2020, Gary Young will be retiring as a Director of RPS Group Plc on 30 April 2020 at the Company's Annual General Meeting where he will not seek re-election by the shareholders to the Board. In accordance with the terms of his service agreement and the Company's Directors' Remuneration Policy, details of Gary's remuneration arrangements in respect of his retirement are as follows:
1. Gary has a service contract that allows for a 12 month notice period, effective from his retirement from the Board on 30 April 2020.
2. The effective termination of Gary's service contract is 31 December 2020 ("Termination Date").
3. Gary will continue to receive his monthly salary and contractual benefits (including pension allowance, car allowance) up to 31 December 2020. His private medical insurance will cease on 31 March 2021.
4. In December 2020 Gary will receive a payment in lieu of the four month's salary, pension and car allowance remaining of his contractual notice, such payment to be made on or before the Termination Date.
5. Gary will not be eligible for a bonus for the 2020 financial year.
6. In respect of Gary's Executive Long-Term Incentive Plan ("ELTIP"), he has the following awards:
Nil cost options over 153,265 ordinary shares granted in 2017 (the "2017 Award");
Nil cost options over 157,576 ordinary shares granted in 2018 (the "2018 Award"); and,
Nil cost options over 223,866 ordinary shares granted in 2019 (the "2019 Award")
i. The 2017 award vested on 9 March 2020, with the performance conditions equating to 12% of the award vesting. Taking account of dividend equivalent shares credited to the account, Gary exercised an option over 20,754, on 30 March 2020, electing to pay the tax on the exercise and retaining the shares, no holding period applies to these shares.
ii. In respect of the 2018 award that was made on 8 March 2018, the Board agreed to exercise its absolute discretion in determining that Gary's 2018 ELTIP award would vest 12 months after his notice date of 30 April 2020, rather than his actual termination date of 31 December 2020, which was four months short of 12 months. Therefore, Gary's 2018 ELTIP award of 157,576 shares will vest in full on 8 March 2021, subject to the prevailing performance conditions and the credit of dividend equivalent shares. A holding period of two years will apply to these shares.
i. In respect of the 2019 award that was made on 7 March 2019, the Board agreed to exercise its absolute discretion in determining that Gary's 2019 ELTIP award would vest 12 months after his notice date of 30 April 2020, rather than his actual termination date of 31 December 2020, which was four months short of 12 months. Therefore, Gary's 2019 ELTIP will be pro-rated through to 30 April 2021, the pro-rated award will be 160,546 shares. The award will vest in March 2022 subject to the prevailing performance conditions and the credit of dividend equivalent shares. A holding period of two years will apply to these shares.
7. Gary remains eligible to receive the following awards of deferred shares under the Short Term Annual bonus plan, which will vest at the end of the respective three year deferral periods. No further holding period will apply to these shares.
i. 25,403 deferred shares vesting March 2021
ii. 49,005 deferred shares vesting March 2022
8. The Company will pay up to £3,500 plus VAT in respect of legal fees incurred by Gary.
Full details of all payments made to and receivable by Gary will be disclosed in the Directors' Remuneration Report within the Company's Annual Report and Accounts for the year ended 31 December 2020, and subsequent years as appropriate.
For further information:
|RPS Group plc|
|David Gormley, Company Secretary||Tel: +44 (0) 1235 863 206
|Henry Harrison-Topham / Chris Lane / Tilly Abraham||Tel: +44 (0) 20 7466 5000|
Notes to Editors
Founded in 1970, RPS is a leading global professional services firm of 5,000 consultants and service providers. Having operated in 125 countries across six continents RPS defines, designs and manages projects that create shared value for a complex, urbanising and resource scarce world.
RPS delivers a broad range of services in six sectors: property, energy, transport, water, defence and government services and resources. Services provided across RPS' six sectors cover twelve service clusters: project and programme management, design and development, water services, environment, advisory and management consulting, exploration and development, planning and approvals, health, safety and risk, oceans and coastal, laboratories, training and communications, creative & digital services.
RPS stands out for its clients by using its deep expertise to solve problems that matter, making them easy to understand. Making complex easy.
RPS' London Stock Exchange ticker is RPS.L. For further information, please visit www.rpsgroup.com.