REG-Capita PLC: Changes to Director/PDMR Remuneration

CapitaAnnouncement

21/04/2020 13:05

Capita plc – Changes to Director/PDMR Remuneration

21 April 2020

Today Capita plc (Capita or the Company) is updating the market on senior
management remuneration, ahead of the Company’s AGM on 25 June 2020. This
includes changes in awards to Directors and PDMRs, and comes in the context of
the ongoing Covid-19 crisis.

In an RNS released on 27 March 2020, Capita outlined a number of robust and
wide-ranging actions being taken to protect its financial position, including
significant temporary reductions in salary/fees for senior management and the
Board. The Executive and Non-Executive Directors have taken 25% temporary cuts
in salary/fees, effective from 1 April 2020, while temporary salary reductions
are also applying to all members of the Executive Committee and higher earning
colleagues across the Group. We have, however, continued with our commitment
to pay the Real Living Wage to all those directly employed by Capita in the
UK.

Capita remains focused on taking appropriate steps that will look to protect
the interests of all its key stakeholders and best ensure the strength of
Capita’s business in the long term.

In addition to the actions described in the previous market update, Capita has
made further decisions in relation to senior management remuneration:
*
We have withdrawn the 2020 annual incentive plan (STIP) for Jon Lewis, CEO,
and Patrick Butcher, CFO, the Executive Committee, and other senior managers
who participate in the 2020 LTIP.
  
*
In light of Capita’s recent share price performance, the 2020 LTIP award
levels for Jon Lewis and Patrick Butcher are being reduced significantly.
Based on the closing share price on the day before grant, the awards to Jon
Lewis and Patrick Butcher represented a reduction of 70% in the number of
shares that would otherwise be awarded as part of their annual grant. This
award will vest in three years’ time, subject to the performance conditions
set out below. Any shares that vest are subject to both a post-vest holding
period of two further years and a shareholding guideline which prevents any
net-of-tax shares from being sold until the guideline is reached (300% of
salary for the CEO and 200% for the CFO). LTIP awards for senior management
have also been reduced significantly.

Performance Conditions

The LTIP awards for Jon Lewis and Patrick Butcher will vest three years from
grant based on:
1.
75% Relative Total Shareholder Return (TSR) - 25% of this part of an award
will vest for median TSR increasing pro-rata to 100% of this part of an award
vesting for upper quartile performance as measured against the constituents of
the FTSE 250 (excluding investment trusts) over the three years from grant.In
addition to the median to upper quartile target range, no part of this award
may vest unless the Remuneration Committee is satisfied that the level of
vesting is consistent with the Company’s underlying financial performance;
and
2.
25% Responsible Business Scorecard measures centred around delivering a
better-quality business, based on Client (10%), Employee Engagement (10%) and
Supplier (5%) targets and measured over three financial years ending 31
December 2022.

The Remuneration Committee had intended to set EPS growth targets for 25% of
the 2020 LTIP awards.  It concluded that given the continued uncertainty
surrounding the full impact of COVID-19 – the EPS performance metric should
be removed for the 2020 LTIP awards, and TSR should be upweighted to 75% of
awards and measured over the three years from the date of grant. Inclusion of
an element of the award based on EPS will be re-considered for the 2021
awards. No changes have been made to the Responsible Business Scorecard
measures from those disclosed in the 2019 Directors’ Remuneration Report.

In reviewing if Performance Conditions have been met, the Remuneration
Committee will review the vesting outcome taking into account, in its absolute
discretion, the underlying performance of the Company and the contribution of
the award participant.

The information set out below is provided in accordance with the requirements
of Article 19(3) of the EU Market Abuse Regulation No 596/2014.

Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them

 1         Details of the person discharging managerial responsibilities / person closely associated                                                                                                                                                                                     
 a)        Name                                                                                                Jonathan Lewis, Patrick Butcher, Rupert Green, Claire Chapman, Ismail Amla, Will Serle, Garry Dryburgh, Katja Hall, Aimie Chapple, Andy Start, Christopher Baker, Mark    
                                                                                                               Cook and Chantal Free                                                                                                                                                     
 2         Reason for the notification                                                                                                                                                                                                                                                   
 a)        Position/status                                                                                     Jonathan Lewis – Chief Executive Officer Patrick Butcher – Chief Financial Officer Rupert Green – Chief Corporate Development Officer Claire Chapman – Chief General      
                                                                                                               Counsel Ismail Amla – Chief Growth Officer Will Serle – Chief People Officer Garry Dryburgh – Chief Transformation Officer Katja Hall – Director of Corporate Affairs     
                                                                                                               Aimie Chapple – Executive Officer Andy Start – Executive Officer Christopher Baker – Executive Officer Mark Cook – Executive Officer Chantal Free – Executive Officer     
 b)        Initial notification/Amendment                                                                      Initial notification                                                                                                                                                      
 3         Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor                                                                                                                                                                 
 a)        Name                                                                                                Capita plc                                                                                                                                                                
 b)        LEI                                                                                                 CMIGEWPLHL4M7ZV0IZ88                                                                                                                                                      
 4         Details of the transaction(s): section to be repeated for (i) each type of instrument;  (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted                                                                            
 a)        Description of the financial instrument, type of instrument  Identification code                    Ordinary shares of 2 1/15p each    GB00B23K0M20                                                                                                                           
 b)        Nature of the transaction                                                                           Grant of Nil Cost Unapproved Options under the Long Term Incentive Plan 2017.                                                                                             
 c)        Price(s) and volume(s)                                                                              Jonathan Lewis – Grant of share options                                                                                                                                   
 Price(s)                                               Volume(s)                                              
   £nil                                                 1,770,000                                              
 Price(s)                                               Volume(s)                                              
   £nil                                                  700,000                                               
 Price(s)                                               Volume(s)                                              
   £nil                                                  581,570                                               
 Price(s)                                               Volume(s)                                              
   £nil                                                  581,570                                               
 Price(s)                                               Volume(s)                                              
   £nil                                                  715,779                                               
 Price(s)                                               Volume(s)                                              
   £nil                                                  626,306                                               
 Price(s)                                               Volume(s)                                              
   £nil                                                  679,990                                               
 Price(s)                                               Volume(s)                                              
   £nil                                                  369,073                                               
 Price(s)                                               Volume(s)                                              
   £nil                                                  477,559                                               
 Price(s)                                               Volume(s)                                              
   £nil                                                  469,730                                               
                                                                                                               Christopher Baker – Grant of share options                                                                                                                                
 Price(s)                                               Volume(s)                                              
   £nil                                                  501,045                                               
 Price(s)                                               Volume(s)                                              
   £nil                                                  501,045                                               
 Price(s)                                               Volume(s)                                              
   £nil                                                  326,574                                               
 d)        Aggregated information                                                                              8,300,241 share options  £nil                                                                                                                                             
 e)        Date of the transaction                                                                             2020-04-16                                                                                                                                                                
 f)        Place of the transaction                                                                            Outside of a trading venue                                                                                                                                                



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