UNBOUNCE - EXAMPLE PAGE-REPORT-ENTERPRISE DOCUMENT-KINGSPAN - Flipbook - Page 96
Deferred Share Awards
Director
At 31 Dec
2020
Granted
during year
Vested &
transferred
during year
At 31 Dec
2021
Earliest
vesting/
transfer date
Gene M. Murtagh
Unvested
4,822
-
(4,009)
813
31/03/2022
Geoff Doherty
Unvested
3,169
-
(2,644)
525
31/03/2022
Russell Shiels
Unvested
2,912
-
(2,424)
488
31/03/2022
Gilbert McCarthy
Unvested
2,445
-
(2,445)
-
-
Executive retirement
Following his retirement at the
end of 2020, Peter Wilson’s unvested
PSP awards were reduced pro rata
by an amount to reflect the
proportion of the vesting period
not actually served, in line with
the scheme rules and remuneration
policy as approved by shareholders
in 2019. Mr Wilson did not receive
any other compensation or payment
on his retirement.
Non-executive directors
The non-executive directors each
received fees which are approved by
the Board as a whole. Following the
appointment of Jost Massenberg as
the new independent non-executive
Chairman at the 2021 AGM, the
committee carried out a review of the
appropriate level of fees for the role.
Following advice from its remuneration
consultants, the committee
determined to set the Chairman’s fee
at €350,000 per annum, to properly
reflect the role and duties of an
independent chairman.
The basic non-executive director fee is
€75,000. An additional fee of €7,500
is paid for chairing the Remuneration
Committee, and a fee of €10,000 for
chairmanship of the Audit Committee
and for the Senior Independent
Director, to reflect their additional
role and responsibilities (only one
additional fee is paid if a director has
dual roles). The remuneration policy
being put to shareholders for approval
at this year’s AGM, proposes to make
modest adjustments to these nonexecutive fees.
92 - 93
Implementation of Remuneration
Policy for 2022
The core principles of our
remuneration philosophy as outlined
earlier, frame our approach to 2022,
namely reward for high-performance,
simplicity, transparency and
alignment with shareholders.
Base salary and pension
The executive directors will receive
basic increases of 4.5% which is
in line with the general workforce
increases of c. 3% to 6%, depending
on markets. As outlined in last
year’s Annual Report, in 2020 the
committee carried out a review of
Russell Shiels’ role and responsibilities,
and noted that this had increased
significantly in recent years as a
result of recent organic and inorganic
expansion particularly in LATAM.
The committee awarded Mr Shiels
a 3% salary increase in 2021, and
agreed to grant a further 4% increase
over US inflation in 2022 to reflect
his increased responsibilities in the
Americas. Mr Shiels will therefore
receive an additional incremental
adjustment in 2022 giving a total
increase of 10%. The committee is
satisfied that these changes properly
align Mr Shiels’ package with his
increased responsibilities and no
further adjustments will be required.
As outlined previously, the committee
has made a significant change to
the company’s policy on pensions,
with the pension contributions of
new executive directors limited to
the levels applicable to the wider
workforce in the market in which they
work. The pension contributions of
all incumbent executives are being
reduced in instalments to 10% over
the four-year period to December
2024 as outlined on page 88.
Annual bonus
The maximum bonus opportunity for
all the executive directors is 150% of
salary (unchanged from 2021) with
up to 100% of salary earned through
the bonus plan delivered in cash and
up to 50% of salary being deferred
into shares in the Company for two
years. For 2022, the committee
decided that the performance
measures should remain unchanged
from 2021, with 93% based on Group
and divisional financial measures,
although the committee determined
to increase the overall weighting of
divisional performance (versus Group
performance) for the divisional MDs.
7% of overall bonus will be based on
NPS as before. The bonus targets,
and performance against them, will
be disclosed in the 2022 Report of the
Remuneration Committee.
Performance share awards
Subject to shareholder approval, for
2022 it is proposed that the CEO will
receive an award over shares with a
market value of 225% of base salary,
and the other executive directors
will receive awards over shares with
a market value of 200% of base
salary. These grant levels represent
an increase on previous years, in line
with the proposed amendments to
our remuneration policy if approved,
but remain significantly below the
proposed scheme ceiling.
