Director/PDMR Shareholding
Updated : 15:06
HomeServe plc
Investment and Grant of Awards under the
HomeServe 2018 Long Term Incentive Plan (the 'LTIP') and
Individual Award under Listing Rule 9.4.2 (2)
Performance Awards
A number of Directors have been granted Performance Awards under the LTIP as follows:
Name | Status | No of Shares subject to Performance Award |
David Bower | Director | 86,789 |
Ross Clemmow | Director | 77,146 |
Richard Harpin | Director | 115,684 |
Tom Rusin | Director | 94,496 |
No consideration was payable for the grant of the Awards. Performance Awards will vest in three years' time subject to continued employment and the achievement of stretching performance criteria relating to EPS. The extent to which Performance Awards Vest at the end of the Performance Period will be determined as follows:
Compound Annual Growth in EPS over the Performance Period | Percentage of Award that Vests |
Less than 7% | 0% |
7% | 18.75% |
Between 7% and 13% | On a straight-line basis between 18.75% and 75% |
13% | 75% |
Over 13% and up to 16% | On a straight-line basis between 75% and 100% |
The Performance Period is the period of three Financial Years ending on 31 March 2024.
The price used to calculate the number of shares in the Performance Awards was £10.37, which was the closing mid-market price of a HomeServe plc Share on 17 May 2021 (the day before the announcement of the Preliminary Results for the year ended 31 March 2021).
Usual practice is to use the closing mid-market price on the day prior to the date of grant of any awards, but on this occasion the Remuneration Committee discussed in May and then subsequently approved that the award should be based on the higher of the share price on the day before the date of grant, or £10.37, in recognition of the fall in the share price since the announcement of the results. The use of the higher share price means that Executives have not benefited from receiving a higher number of shares in their Performance Award because of the share price performance since the results announcement.
Investment and Matching Awards
Directors who were employed throughout the full year ended 31 March 2021 have also been invited to invest some of their FY21 net annual bonus in shares ("Investment Shares") under the LTIP. Investment Shares were purchased on 22 June 2021 at a price of £9.687 per Share.
Following the acquisition of Investment Shares, Matching Awards were granted as follows:
Name | Status | No of Investment Shares purchased | No of Shares subject to Matching Award |
David Bower | Director | 15,256 | 57,570 |
Richard Harpin | Director | 23,924 | 90,279 |
Tom Rusin | Director | 19,100 | 72,075 |
No consideration was paid for the grant of Matching Awards (other than the acquisition of linked Investment Shares). Subject to the retention of the Investment Shares, continued employment and the achievement of stretching comparative TSR related performance criteria, the Matching Awards will vest in three years' time.
The Company's TSR over the Performance Period must match or exceed the TSR of the Peer Group over the Performance Period. The Peer Group is those companies at positions 31 to 200 in the FTSE Index at the start of the Performance Period. The extent to which Matching Awards Vest at the end of the Performance Period will be determined as follows:
The Company's TSR over the Performance Period | Percentage of Shares that Vests |
Below the TSR of the median company in the Peer Group | 0% |
Equal to the TSR of the median company in the Peer Group | 25%
|
Equal to or more than the TSR of the company at the 75th percentile of the Peer Group | 100%
|
Between median and upper quartile TSR | Pro-rata on a straight-line basis between 25% and 100% |
The Performance Period is the period of three Financial Years ending on 31 March 2024.
Individual Award under Listing Rule 9.4.2 (2)
As explained in the FY21 Directors' Remuneration Report, a one-off award has been made to buy out Ross Clemmow's participation in a carried interest fund operated by his previous employer which was forfeited on leaving. After taking external advice, the Committee agreed to buy out Ross Clemmow's interest in this fund at a level of 50% of the minimum projected value of the fund, which was considered to be a fair estimate of what he was effectively forfeiting on his departure. The value of the buyout was determined at £750,000 and the number of shares awarded is 72,324 (based on the closing mid-market price of the Company's shares on 17 May 2021 of £10.37).
The extent to which these shares vest at the end of the Performance Period will be determined as follows:
Compound Annual Growth in EPS over the Performance Period | Percentage of Shares that Vests |
Less than 7% | 0% |
7% | 25% |
Between 7% and 13% | On a straight-line basis between 25% and 100% |
13% or more | 100% |
The Performance Period is the period of three Financial Years ending on 31 March 2024.
23 June 2021
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