TIDMULE
RNS Number : 2712L
Ultra Electronics Holdings PLC
05 September 2019
Embargoed until 0700 5 September 2019
Ultra Electronics Holdings plc
("Ultra" or "the Group")
Directorate / Board Change
Ultra announces that Ami Sharma will step down from the Board
and as Group Finance Director with effect from 1(st) December 2019
and will leave the Group on 31(st) December 2019. Ultra is pleased
to announce that Jos Sclater will join the Group and be appointed
to the Board as Group Finance Director on 9(th) December 2019.
Ami will have spent approximately ten years at Ultra, four of
which as Group Finance Director. He has made a substantial and
valuable contribution to the Group's operational and strategic
performance during this time. With the Group now entering a new
phase of development and strategic evolution, Ami has decided the
time is right for him to step down.
Jos is currently CFO of Castrol Lubricants, part of BP Group.
Prior to joining BP Group, Jos was the CFO of GKN before its
acquisition by Melrose.
Jos has 20 years' experience in industrial and engineering
multi-national companies. He has held senior financial, strategic,
operational, risk and legal roles in ICI, Akzo Nobel and GKN, both
in the UK and in Asia Pacific. Jos has extensive experience in
finance, strategic planning, transformation, M&A and driving
operational and commercial performance.
Ami Sharma commented:
"I have thoroughly enjoyed my time at Ultra and am immensely
proud of the progress we continue to make. After nearly ten years
with the Group, I feel that it is now the right time for me to seek
a new set of challenges. I am confident in the new strategy and
that the strong team at Ultra will continue to deliver success. I
would like to thank the Board for their support over my combined
ten years and wish the team well for the future."
Simon Pryce commented:
"Ami has played a very important role in the growth of Ultra. I
would like to thank him for his personal support since I joined in
2018 and for his significant contribution to the Group. He leaves
the Group well positioned for the next stage of our development,
and we wish him every success in the future.
I am delighted to welcome Jos to Ultra. He has a strong track
record, including relevant experience in strategic, operational and
finance transformation, and a sharp operational and commercial
focus. I am sure Jos will prove to be a great addition to the team
and a major contributor to the delivery of Ultra's on-going Focus;
Fix; Grow improvement initiatives and the creation of long-term and
sustainable value for all of our stakeholders."
Enquiries:
Ultra Electronics Holdings plc investor.relations@ultra-electronics.com
Simon Pryce, Chief Executive 020 8813 4307
-----------------------------------------
Gabby Clinkard, Head of Investor Relations 07891 206239
-----------------------------------------
MHP Communications
Tim Rowntree/Ollie Hoare/Luke Briggs 020 3128 8771
Compensation arrangements for Ami Sharma:
The following information is compliant with Ultra's Directors'
Remuneration Policy approved by shareholders at the 2017 AGM and is
provided in accordance with section 430(2B) of the Companies Act
2006:
Ami Sharma will step down from Ultra with effect from 31
December 2019 and will cease to be employed by the Group as at that
date.
A payment of GBP178,500 in lieu of Ami's base salary will be
payable on or after termination with up to a further GBP178,500
payable in six monthly instalments representing the balance of his
contractual twelve month payment in lieu of notice. These payments
will be subject to mitigation.
Ami will also receive a capped contribution towards reasonable
legal fees incurred in connection with his departure.
Share awards:
The Remuneration Committee has reviewed Ami's contribution to
the Group, his performance and the reasons for his departure.
Having considered the matter carefully it has determined that Ami's
deferred bonus under the Executive Annual Bonus Plan, which was
awarded in 2018 and reflects past performance, will vest on its
normal vesting date. It has also determined that Ami will retain
his awards under the Ultra Long-Term Incentive Plan. If any shares
should vest in accordance with the scheme rules, Ami's award will
be time apportioned and a full explanation will be provided in the
relevant Directors' remuneration report. Ami will not be eligible
for participation in any 2020 bonus scheme and he will receive no
further Long-Term Incentive Plan awards.
The Group confirms that Ami has not and will not receive any
other remuneration payments for loss of office of the type
specified in section 430(2B) of the Companies Act 2006.
The relevant remuneration details relating to Ami will be
included in the Group's Directors' Remuneration Report.
Remuneration for Jos Sclater:
The key elements of Jos's remuneration, which is consistent with
the Directors' Remuneration Policy approved by shareholders in
2017, are as follows:
-- On appointment his annual base salary will be GBP425,000.
-- He will receive a pension allowance of 7.5% of base salary.
-- He will be eligible to participate in the Executive Team
Bonus Scheme up to a maximum of 125% of base salary per annum. 20%
of any bonus payable will be deferred into Ultra shares in
accordance with Ultra's Remuneration Policy..
-- He will be eligible to participate in the Group's Long Term
Incentive Plan (LTIP) up to a maximum of 125% of base salary per
annum and will receive a LTIP award of that amount on joining and a
further award of that amount in 2020 at the same time as the LTIP
awards for the remainder of the Executive Team are made.
-- As compensation for restricted stock foregone as a result of
his joining Ultra, on joining, Jos will receive a deferred share
award of Ultra shares to the value of GBP125,000 which will vest in
three equal tranches on the first, second and third anniversaries
of his joining Ultra. These will not have any performance
conditions attached but vesting of each tranche will be conditional
on his continued employment and his not having resigned or been
terminated for cause at the relevant vesting date.
-- He will also receive other benefits consistent with those
currently available for Ultra's Executive Directors including car
allowance, life assurance, medical insurance for himself and his
family and annual medical screening.
This announcement is made in accordance with paragraph 9.6.11 of
the Listing Rules. There are no additional matters that would
require disclosure pursuant to Listing Rule 9.6.13R in respect of
Jos Sclater.
-Ends-
About Ultra:
Ultra is a specialist international application-engineered
defence solutions provider. The Group operates predominantly in
defence and other highly regulated markets with particular
expertise in the maritime, and Intelligence & Communication
domains. Ultra is a sub-system and systems provider, focused on
providing mission specific, bespoke solutions for its
customers.
This information is provided by RNS, the news service of the
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END
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