UNBOUNCE - EXAMPLE PAGE-REPORT-ENTERPRISE DOCUMENT-KINGSPAN - Flipbook - Page 91
Element of pay
Current Policy
Long-term
Executive directors are entitled to participate in Kingspan’s
incentive plan Performance Share Plan (PSP). Under the terms of the PSP,
performance shares are awarded to the executive directors and
the senior management team. The performance shares will vest
after three years only if the Group’s underlying performance has
improved during the 3-year performance period, and if certain
financial and non-financial performance criteria are achieved
over the performance period.
The awards are subject to a two-year post vesting
holding period.
Proposed Policy
Rationale
Proposed
change to
maximum
potential
award level
to 300%, with
225% grant
to CEO in
current year.
Delivers longterm sustainable
growth,
incorporating
Planet
Passionate goals.
Maximum award
to be increased
to 300% of base
salary to provide
scope for further
adjustment if
required.
(Threshold
vesting 25% of
maximum).
Clawback
and malus
Covers material misstatement of financial results, material
breach of executive’s employment contract, error in calculation,
failure of risk management, corporate failure, wilful misconduct,
recklessness and or fraud resulting in serious damage to the
financial condition or business reputation of the company.
No change
to current
policy
Alignment with
best practice
and the Code.
No change
to current
policy
Alignment with
best practice
and the Code.
Proposed
change to
current policy
Alignment with
best practice
and the Code.
The period within which clawback can be operated is 2 years
from payment of annual bonus and/or vesting of LTIP awards.
Shareholding
guideline
200% of salary to be achieved through the retention of at
least 50% of all vested variable pay awards. Achievement of
guideline is measured through beneficially owned shares only.
For new appointees, the committee may consider it appropriate
to require a percentage of the annual bonus paid to be deferred
into shares, in order to achieve this guideline.
Post
cessation of
employment
and general
shareholding
requirements
All executive directors (both incumbent and newly appointed)
will be subject to a post-employment shareholding requirement
of the lower of (i) shares or equity interests held on cessation,
and (ii) 200% of salary, for 2 years post-employment.
Recruitment
In exceptional circumstances, such as to facilitate recruitment,
the committee may exercise its discretion and grant LTIPs up to
a maximum of 400% of salary.
No change
to current
policy
To allow
flexibility on
appointment of
a new executive
director.
Nonexecutive
director fees
The Chairman receives a single fee for all of his or her
responsibilities.
Proposed
change to
current policy
To reflect the
increased
responsibilities of
these roles.
Achievement is measured through beneficially owned shares,
and the retention of vested deferred share and LTIP awards.
Other non-executive directors receive a basic board membership
fee. The chairs of board committees and the Senior Independent
Director receive an additional fee for this role.
Where a non-executive director holds more than one role a
separate fee is payable for each role reflecting the additional
time commitments and responsibilities of each.
Kingspan Group plc Annual Report & Financial Statements 2021
Report of the Remuneration Committee
