Johnson Service Group PLC Director/PDMR Shareholding (3192M)
September 20 2021 - 5:25AM
UK Regulatory
TIDMJSG
RNS Number : 3192M
Johnson Service Group PLC
20 September 2021
20 September 2021
AIM: JSG
Johnson Service Group PLC (the 'Company' or the 'Group')
NOTIFICATION OF TRANSACTIONS OF DIRECTORS/PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITY AND CONNECTED PERSONS
Targets for Long-Term Incentive Plan Awards Granted in 2021
and 2021 Annual Bonus Target
As announced on 22 March 2021, the Company granted nil cost
options over ordinary shares of 10 pence each in the Company under
the Johnson Service Group 2018 Long-Term Incentive Plan (the '2021
LTIP Award'). The number of options granted to each of the
Executive Directors was as follows:
Peter Egan, Chief Executive
Officer 342,689
Yvonne Monaghan, Chief Financial
Officer 226,309
The above options may be exercised on or after 22 March 2024,
subject to the satisfaction of performance conditions over the
three financial years ending 31 December 2023.
As disclosed in the 22 March 2021 announcement and in the 2020
Directors' Remuneration Report, the Remuneration Committee (the
'Committee') felt it was unlikely that it would be able to set
meaningful but stretching three-year targets for the 2021 LTIP
Award at the grant date, given the significant Covid-related
uncertainty in the wider economic environment. In a departure from
its normal practice, and in line with guidance published by the
Investment Association, the Committee agreed to defer the setting
of targets in relation to the 2021 LTIP Award for a period of not
later than six months from the grant date, at which point the
Committee would give full consideration to the performance of the
Group. Similarly, the Committee also agreed to defer the setting of
any annual bonus targets until later in the year. The Board is
pleased to announce that the Committee have now concluded their
discussions and have agreed on targets.
Performance Conditions and Vesting
In determining the performance conditions, the Committee has
taken into account the Group's business plan as well as the outlook
for the sector, general macroeconomic conditions and the range of
analysts' consensus forecasts for the financial year ending 31
December 2023. Following careful consideration, the Committee has
agreed to retain two separate performance targets. The specific
performance conditions are set out below.
Total Shareholder Return
50 per cent of the 2021 LTIP Award will vest by reference to the
annualised growth in the Company's net return index ('TSR') over
the performance period relative to the annualised growth in the
FTSE AIM All-Share Industrial Goods and Services net return index
(the 'Index') over the performance period. None of this element of
the 2021 LTIP Award will vest if the TSR growth is less than the
Index growth, one quarter will vest if the TSR growth is equal to
the Index growth and the whole of this element of the 2021 LTIP
Award will vest if the TSR growth is at least seven per cent above
the Index growth. Vesting will be on a straight-line basis between
these points. This performance target is the same as for previous
awards.
Earnings per Share
The remaining 50 per cent of the 2021 LTIP Award will vest by
reference to the Company's adjusted fully diluted earnings per
share from continuing operations ('EPS') as at 31 December 2023.
The figure will be further adjusted to exclude any impact on EPS of
the capital allowances super-deduction, which offers 130%
first-year relief on qualifying main rate plant and machinery
investments until 31 March 2023. None of this element of the 2021
LTIP Award will vest if EPS is less than 9.45 pence, one quarter
will vest if EPS is equal to 9.45 pence and the whole of this
element of the 2021 LTIP Award will vest if EPS is 10.5 pence or
greater. Vesting will be on a straight-line basis if EPS is between
9.45 pence and 10.5 pence.
Further Holding Period
The 2021 LTIP Award is subject to an additional holding period
of two years from the date on which the 2021 LTIP Award vests (the
'Holding Period'). During the Holding Period, the 2021 LTIP Award
holder may not normally dispose of any of the shares which vest
except to cover any income tax or social security contributions
arising on the exercise of the 2021 LTIP Award.
2021 Annual Bonus
As disclosed in the 2020 Directors' Remuneration Report, the
maximum annual bonus amount payable to each of the Chief Executive
Officer and the Chief Financial Officer is 125% and 110%,
respectively, of base salary.
In previous years, targets have been based on the Group's
adjusted profit before taxation result. Following careful
consideration, the Committee has agreed that whilst such a
performance target remained relevant, it should only be based on
the financial result for the second half of the year. Accordingly,
the maximum amount payable to each of the Chief Executive Officer
and the Chief Financial Officer in respect of 2021 will be reduced
by half.
Malus, Clawback and Committee Discretion
In line with its Remuneration Policy, the Committee can apply
malus and clawback provisions to each of the 2021 LTIP Award and
the 2021 Annual Bonus and has discretion to vary formulaic outturns
where they do not reflect underlying performance or are
inappropriate in the context of unexpected or unforeseen
circumstances.
Enquiries:
Johnson Service Group PLC
Peter Egan, CEO
Yvonne Monaghan, CFO
Tel: 01928 704 600
Investec Investment Banking Camarco (Financial PR)
(NOMAD) Ginny Pulbrook
David Flin Rosie Driscoll
Carlton Nelson Toby Strong
Virginia Bull Tel: 020 3757 4992
Tel: 020 7597 5970
www.jsg.com
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