RWS Annual Report 2022 web - Flipbook - Page 90
Directors’ Remuneration Report (continued)
SHARE AWARDS GRANTED IN THE YEAR
The following LTIP awards were granted to the Executive Directors in January 2022:
Basis of award
Number of shares under award
200% of salary
Ian El-Mokadem
220,791
Des Glass did not receive a 2022 LTIP award given that he was serving notice at the time of grant. The awards have
an exercise price of one penny per share and become exercisable after three years from the date of grant, subject to
continued employment and the Company’s earnings per share and Total Shareholder Return ("TSR") as follows:
50%
of awards
Adjusted EPS targets for the year ending 30 September 2024:
No vesting: 0% of this part of an award vests for 2024 Adjusted EPS of below 26.5 pence
Threshold vesting: 25% of this part of an award vests for 2024 Adjusted EPS of 26.5 pence, increasing pro-rata to
Maximum vesting: 100% of this part of an award vests for 2024 Adjusted EPS of 31 pence
50%
of awards
Relative TSR commencing on the Grant Date and ending on 30 September 2024 as measured against the
constituents of the FTSE 250 (excluding investment trusts):
No vesting: 0% of this part of an award vests for TSR below median
Threshold vesting: 25% of this part of an award vests for median TSR increasing pro-rata to
Maximum vesting: 100% of this part of an award vests for upper quartile TSR
BOARD CHANGES
Departure of Des Glass
As per the announcements on 29 December 2021 and
8 April 2022, Des Glass stepped down from the Board
as CFO in April 2022 following an orderly handover of
responsibilities. In respect of his departure, he:
•
•
•
•
90
Received his normal salary, pension and benefits up
to the date of cessation. No payments were made in
respect of the remainder of his notice period.
Received a pro-rated bonus of £42,225 for the year
ended 30 September 2022, in line with his legacy
contractual entitlements, which was payable at the
normal payment date.
Retained 113,977 market value options under the 2019
ESOP award which vested in May 2022 given that the
normal vesting date was within his six-month notice
period. These awards are subject to a two year post
vesting holding period and will then be exercisable
during a 6 month exercise window (with an exercise
price of £6.01) after which point they will lapse. His 2020
ESOP, 2021 LTIP and SAYE awards lapsed at cessation.
No other payments for loss of office were paid or are
payable.
RWS — Annual Report 2022
GOVERNANCE REPORT
Appointment of Candy Davies
As per the announcement on 5 July 2022, Candy Davies
was appointed CFO and joined the Board on 3 October
2022. Her remuneration package, which is consistent with
the Group’s recently reviewed Directors’ Remuneration
Policy, is as follows:
•
Base salary: £410,000 p.a. This is c.3% higher than the
salary of the previous CFO (assuming they would have
received the 3.5% salary increased awarded to the CEO
from 1 October 2022).
•
•
Pension: 5% of salary (workforce aligned).
•
•
LTIP award: Up to 175% of salary p.a.
Maximum annual bonus: 125% of salary, with any bonus
award greater than 100% of salary normally deferred
into shares for three years.
Share ownership guidelines: 175% of salary.
No relocation or buyout awards were payable.
