REG - JD Sports Fashion - Director/PDMR Shareholding

JD Sports FashionAnnouncement

27/10/2023 07:15

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RNS Number : 4642R  JD Sports Fashion PLC  27 October 2023

JD Sports Fashion Plc

27 October 2023

 

JD Sports Fashion Plc

Grant of LTIP Awards Notification

Director/PDMR Shareholding

 

JD Sports Fashion Plc ('JD' or the 'Group') the leading retailer of sports,
fashion, and outdoor brands, announces that on 26 October 2023, the Executive
Directors noted below were granted long term incentive awards in the form of
performance-based nil cost options over ordinary shares.

LTIP Awards in respect of FY24

Shareholders overwhelmingly approved a revised Directors' Remuneration Policy
('Policy') at the General Meeting in December 2022. This Policy followed a
full review of remuneration structure and practices by the Remuneration
Committee and puts in place a refreshed reward strategy for the Group in line
with the business strategy which includes the introduction of bonus deferral,
normalisation of the LTIP structure, greater alignment with shareholders and
wider employee share ownership by delivering wholly in shares, formalisation
of a two year post-vesting holding period, introduction of formal
in-employment and post-cessation shareholding requirements and strengthening
of the malus and clawback provisions in line with best practice.

The following awards have therefore been made:

 PDMR            Award      Number of shares granted
 Régis Schultz   FY24 LTIP  1,627,607
 Dominic Platt   FY24 LTIP  853,043

 

The FY24 awards are subject to the following performance conditions:

 EPS performance condition          Threshold (25% of maximum)  Target (50% of maximum)    Maximum (100% of maximum)
 FY26 Adjusted Earnings Per Share*  5% p.a. growth (15.50p)     7.5% p.a. growth (16.63p)  10% p.a. growth (17.82p)

* Adjusted Earnings Per Share is calculated using "Profit Before Tax and
Exceptionals" determined on a constant currency basis. FX rates used in EPS
forecasts are: USD: 1.24, Euro 1.17.

The LTIP award will also be subject to an ESG underpin such that the vested
award will reduce by up to 20% on a "hit or miss" basis for each of two
metrics if ESG performance of the Group is deemed not to be satisfactory over
the relevant performance period, based on an assessment by the Remuneration
Committee of the following conditions:

 

●     10% based on achievement of an Employee Engagement score in the
final year of the performance period (based on results expected to be released
in December 2025) at least equal to the retail engagement benchmark of 73% as
provided by Expert Training Systems (ETS) or other similar external underpin
measure as determined by the Remuneration Committee

●     10% based on achievement of a Climate Change rating of at least B
by Carbon Disclosure Project (CPD) in the final financial year of the
performance period

 

Additional Awards in respect of FY23

As previously disclosed, no LTIP awards were made in 2022 because of
significant changes to the composition of the Board and the Directors'
Remuneration Policy review that was ongoing. However, now that the Board has
stabilised and the new Policy is in place, the Company needs to address this
and  make the awards to senior leaders to reflect the awards that would
ordinarily have been made in October 2022 on an annual basis. The Company
determined that this is an important step in incentivising the performance of
its senior talent and moving to a more equity-based reward structure.

The Company is now also in a position to make a long-term incentive award to
the CEO to reflect a contractual commitment given to him that he would also
receive an ordinary course annual award in respect of FY23, which was to be
granted as soon as practicable after he commenced employment. That award has
been granted to the CEO on the terms that would have applied had the Company
been able to make the award on its normal timetable in October 2022.

The award of 980,100 shares made to Régis Schultz in respect of FY23 will
vest on 26 October 2027 and is subject to a Group PBT underpin which will be
measured at the end of a three-year performance period commencing on 30
January 2022.

 

Buyout Award

 

Dominic Platt, the Company's Chief Financial Officer (CFO), has acquired
138,511 ordinary shares of 0.05 pence each in the Company. The shares were
granted as part of a buyout award valued following his recent appointment,
with half being in the form of cash and half being in the form of shares
(after application of tax and social security) in order to give Dominic Platt
a stake in the business and align with the interests of shareholders.

The buyout award granted is of equivalent value to awards made by his previous
employer, which he forfeited upon commencing employment with the Company on 4
October 2023.

The shares pursuant to this award are subject to forfeiture provisions over a
four-year period from his appointment as CFO, the ongoing shareholding
requirement for Executive Directors, as well as malus and clawback provisions,
in line with the Directors' Remuneration Policy. The CFO has committed to
retain the shares under the buyout award in order to build up to the
shareholding requirement.

Following this award, Dominic Platt has a total interest
in 138,511 shares, representing 0.000027% of the issued share capital of the
Company.

The Notification of Dealing Form set out below is provided in accordance with
the requirements of the UK Market Abuse Regulation.

 

 

Enquiries:

 

JD Sports Fashion
Plc                                                                                  Tel:
0161 767 1000

Andrew Higginson, Chair

Régis Schultz, Chief Executive Officer

Theresa Casey, General Counsel & Company Secretary

Mark Blythman, Investor Relations Director

 

FGS
Global
Tel: 0207 251 3801

Rollo Head

Jenny Davey

James Thompson

 

 

 

 

 1.  Details of the PDMR / person closely associated
 a)  Name                                                         Régis Schultz
 2.  Reason for the notification
 a)  Position / status                                            Chief 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                                                         JD Sports Fashion Plc
 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  Ordinary shares in JD Sports Fashion Plc of 0.05 pence each

     Identification code

                                                                  GB00BM8Q5M07
 b)  Nature of the transaction                                    Grant of performance-based nil cost option over ordinary shares of JD Sports
                                                                  Fashion plc pursuant to the JD Sports Fashion Plc Long Term Incentive Plan
                                                                  2022
 c)  Price(s) and volume(s)

Price(s)  Volume(s)
                                                                  Nil       1,627,607

 
 d)  Aggregated information                                       N/A

 e)  Date of the transaction                                      26 October 2023
 f)  Place of the transaction                                     London Stock Exchange XLON

 

d)

Aggregated information

N/A

e)

Date of the transaction

26 October 2023

f)

Place of the transaction

London Stock Exchange XLON

 

 

 1.  Details of the PDMR / person closely associated
 a)  Name                                                              Dominic Platt
 2.  Reason for the notification
 a)  Position / status                                                 Chief Financial Officer
 b)  Initial notification / amendment                             Initial notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         JD Sports Fashion Plc
 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  Ordinary shares in JD Sports Fashion Plc of 0.05 pence each

     Identification code

                                                                  GB00BM8Q5M07
 b)  Nature of the transaction                                    Grant of performance-based nil cost option over ordinary shares of JD Sports
                                                                  Fashion plc pursuant to the JD Sports Fashion Plc Long Term Incentive Plan
                                                                  2022
 c)  Price(s) and volume(s)

Price(s)  Volume(s)
                                                                  Nil       853,043

 
 d)  Aggregated information                                       N/A

 e)  Date of the transaction                                      26 October 2023
 f)  Place of the transaction                                     London Stock Exchange XLON

 

d)

Aggregated information

N/A

e)

Date of the transaction

26 October 2023

f)

Place of the transaction

London Stock Exchange XLON

 

 

 1.  Details of the PDMR / person closely associated
 a)  Name                                                         Régis Schultz
 2.  Reason for the notification
 a)  Position / status                                            Chief 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                                                         JD Sports Fashion Plc
 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  Ordinary shares in JD Sports Fashion Plc of 0.05 pence each

     Identification code

                                                                  GB00BM8Q5M07
 b)  Nature of the transaction                                    Grant of performance-based nil cost option over ordinary shares of JD Sports
                                                                  Fashion plc pursuant to the JD Sports Fashion plc Long Term Incentive Plan
                                                                  2021
 c)  Price(s) and volume(s)

Price(s)  Volume(s)
                                                                  Nil       980,100

 
 d)  Aggregated information                                       N/A

 e)  Date of the transaction                                      26 October 2023
 f)  Place of the transaction                                     London Stock Exchange XLON

 

d)

Aggregated information

N/A

e)

Date of the transaction

26 October 2023

f)

Place of the transaction

London Stock Exchange XLON

 

 

 

 1.  Details of the PDMR / person closely associated
 a)  Name                                                         Dominic Platt
 2.  Reason for the notification
 a)  Position / status                                            Chief Financial Officer
 b)  Initial notification / amendment                             Initial notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         JD Sports Fashion Plc
 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  Ordinary shares in JD Sports Fashion Plc of 0.05 pence each

     Identification code

                                                                  GB00BM8Q5M07
 b)  Nature of the transaction                                    Acquisition of shares pursuant to the buyout award
 c)  Price(s) and volume(s)

Price(s)  Volume(s)
                                                                  Nil       138,511

 
 d)  Aggregated information                                       N/A

 e)  Date of the transaction                                      26 October 2023
 f)  Place of the transaction                                     London Stock Exchange XLON

 

d)

Aggregated information

N/A

e)

Date of the transaction

26 October 2023

f)

Place of the transaction

London Stock Exchange XLON

 

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