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Imperial Brands PLC
Remuneration Information • Feb 18, 2022
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Remuneration Information
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National Storage Mechanism | Additional information 
RNS Number : 1882C
Imperial Brands PLC
18 February 2022
IMPERIAL BRANDS PLC
Legal Entity Identifier (LEI) No. 549300DFVPOB67JL3A42
Directors and Persons Discharging Managerial Responsibility ("PDMRs") Interests
Imperial Brands PLC (the "Company") Long Term Incentive Plan
Grant of 2022 LTIP awards
On 15 February 2022, the Company made the following grant of awards under the Imperial Brands Long Term Incentive Plan (the "LTIP") to PDMRs:
| PDMR | No. of shares under LTIP award granted |
| Stefan Bomhard | 255,616 |
| Lukas Paravicini | 102,470 |
| Kim Reed | 54,420* |
| Joerg Biebernick | 55,825 |
| Alison Clarke | 60,527 |
| Javier Huerta | 62,156 |
| Murray McGowan | 46,041 |
| Anindya Dasgupta | 78,607** |
| Paola Pocci | 52,779 |
* The LTIP award which was granted to Kim Reed was comprised of two elements:
The first element of Ms Reed's award was granted over 27,210 shares in Imperial Brands PLC. This element has been granted as a conditional award under the LTIP and is subject to the performance conditions and terms which are applicable to all other 2022 LTIP awards granted on the same date (as outlined above). This element of Ms Reed's LTIP award will vest on or about 15 February 2025, subject to the extent to which the applicable performance conditions have been met; and
The second element of Ms Reed's award was granted over a further 27,210 shares in Imperial Brands PLC. This element has been granted as a conditional award under the LTIP and is not subject to any performance conditions (although it remains subject to the rules of the LTIP, including applicable malus and clawback provisions and the ability of the Remuneration Committee to adjust the vesting outcome of such award on a discretionary basis). This element of Ms Reed's LTIP award will vest in three equal tranches (each being 9,070 shares) on 15 February 2023, 15 February 2024 and 15 February 2025.
** The 2022 LTIP award which was granted to Anindya Dasgupta on 15 February 2022 was granted over 78,607 'notional' shares. Accordingly, when this LTIP award vests (subject to the performance conditions described below having been met and the rules of the LTIP) Mr Dasgupta will receive a cash payment which is equal in value to the number of notional shares which have vested in connection with this LTIP award.
Further to the commitment in its Annual Report and Accounts 2021, the Company confirms that the performance measures and targets (which should not be construed as guidance) in respect of the Imperial Brands LTIP grant made on 15 February 2022 are:
Organic Adjusted Earnings per Share Growth Element
This criterion determines the vesting of 40 per cent of the shares under award with the following vesting schedule:
| Compound annual adjusted EPS growth* | Shares vesting (as a percentage of element) |
| Less than 3.7% per annum | nil |
| 3.7% per annum | 25% |
| 3.7% to 5.6% per annum | Between 25% and 100% (pro rata) |
| 5.6% per annum or higher | 100% |
Adjusted Net Debt/EBITDA Element
The adjusted net debt/EDITDA criterion determines the vesting of 20 per cent of the shares under award with the following vesting schedule:
| At the end of the Financial Year Ending 30 September 2024* | Shares vesting (as a percentage of element) |
| More than 1.46x | nil |
| 1.46x | 25% |
| 1.46x-1.28x | Between 25% and 100% (pro rata) |
| 1.28x or lower | 100% |
The level of the gearing criterion assumes an additional shareholder distribution will be made either via share buybacks or special dividends during the period in line with the Group's capital allocation policy. To the extent the shareholder distribution is increased above the assumed level during the period, there is an agreed formula to raise the gearing target accordingly so as to incentivise incremental shareholder returns during the period. Similarly, if the shareholder distribution is reduced, the target gearing will be lowered. This will reinforce alignment of this measure to the Group's capital allocation policy and shareholder value creation.
Average Annual Return on Invested Capital (ROIC)*** Element
The ROIC criterion is used for 20 per cent of the award with the following vesting schedule:
| Average Annual Return on Invested Capital (ROIC)*** | Shares vesting (as a percentage of element) |
| Less than 18.7% | nil |
| 18.7% | 25% |
| Between 18.7% and 19.5% | Between 25% and 100% (pro rata) |
| 19.5% or higher | 100% |
*** All the financial measures are measured on a constant currency basis which is consistent with the approach agreed by the Remuneration Committee of Imperial Brands and has been in place since 2015.
Total Shareholder Return Element
The relative total shareholder return ("TSR") criterion is used for 20 per cent of the award. The peer group used for the assessment of relative TSR is:
| Altria Group | Anheuser-Busch InBev | Beiersdorf | British American Tobacco | Brown-Forman |
| Carlsberg | Carnival | Clorox | Constellation Brands | Diageo |
| Heineken | Henkel | Japan Tobacco | Kimberly-Clark | Kirin Holdings |
| L'Oreal | Monster Beverage | Pernod Ricard | Pepsico | Philip Morris International |
| Procter & Gamble | Reckitt Benckiser Group | Swedish Match | Uni Charm | Unilever PLC |
Vesting of awards on this element would occur as per the vesting schedule below:
| Relative TSR performance | Shares vesting (as percentage of element) |
| Below median of peer group | nil |
| At median of peer group | 25% |
| Between median and upper quartile | Between 25% and 100% (pro rata) |
| At or above upper quartile | 100% |
Each element operates independently and is capable of vesting regardless of the Company's performance in respect of the other elements. The Remuneration Committee retains the discretion under the rules of the LTIP to adjust up or down including to zero the number of shares that vest taking into account a number of factors including personal or corporate performance and circumstances that were unforeseen at the date of grant.
Vesting of 2019 LTIP awards
On 15 February 2022, an award under the 2019 Imperial Brands Long Term Incentive Plan (the "LTIP") vested for Joerg Biebernick (President, Europe Region) as follows:
| Options awarded 15 February 2019 | 35,693 |
| Options lapsed | 30,011 |
| Options vested | 5,682 |
| Dividend roll-up shares | 1,892 |
| Options vested including dividend roll-up shares | 7,574 |
Details of individual awards are provided below:
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
STEFAN ANDREAS BOMHARD
2
Reason for the notification
a)
Position/status
EXECUTIVE DIRECTOR - 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
IMPERIAL BRANDS PLC
b)
LEI
549300DFVPOB67JL3A42
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
Identification code
ORDINARY SHARES
GB0004544929
b)
Nature of the transaction
AWARD GRANTED UNDER LONG TERM INCENTIVE PLAN
c)
Price(s) and volume(s)
| Price(s) | Volume(s) |
| NOT APPLICABLE | 255,616 |
d)
Aggregated information
- Aggregated volume
- Price
255,616
NOT APPLICABLE
e)
Date of the transaction
15 FEBRUARY 2022
f)
Place of the transaction
OUTSIDE A TRADING VENUE
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
LUKAS JEAN-BAPTISTE PARAVICINI
2
Reason for the notification
a)
Position/status
EXECUTIVE DIRECTOR - 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
IMPERIAL BRANDS PLC
b)
LEI
549300DFVPOB67JL3A42
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
Identification code
ORDINARY SHARES
GB0004544929
b)
Nature of the transaction
AWARD GRANTED UNDER LONG TERM INCENTIVE PLAN
c)
Price(s) and volume(s)
| Price(s) | Volume(s) |
| NOT APPLICABLE | 102,470 |
d)
Aggregated information
- Aggregated volume
- Price
102,470
NOT APPLICABLE
e)
Date of the transaction
15 FEBRUARY 2022
f)
Place of the transaction
OUTSIDE A TRADING VENUE
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
KIM REED
2
Reason for the notification
a)
Position/status
PDMR - PRESIDENT AND CEO, AMERICAS REGION
b)
Initial notification /Amendment
INITIAL NOTIFICATION
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
IMPERIAL BRANDS PLC
b)
LEI
549300DFVPOB67JL3A42
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
Identification code
ORDINARY SHARES
GB0004544929
b)
Nature of the transaction
A) AWARD GRANTED UNDER LONG TERM INCENTIVE PLAN
B) DISCRETIONARY AWARD GRANTED UNDER LONG TERM INCENTIVE PLAN VESTING IN 3 EQUALTRANCHES ON 15 FEBRUARY 2023, 15 FEBRUARY 2024 AND 15 FEBRUARY 2025.
c)
Price(s) and volume(s)
| Price(s) | Volume(s) | |
| A) | NOT APPLICABLE | 27,210 |
| B) | NOT APPLICABLE | 27.210 |
d)
Aggregated information
- Aggregated volume
- Price
54,420
NOT APPLICABLE
e)
Date of the transaction
15 FEBRUARY 2022
f)
Place of the transaction
OUTSIDE A TRADING VENUE
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
JOERG BIEBERNICK
2
Reason for the notification
a)
Position/status
PDMR - PRESIDENT, EUROPE REGION
b)
Initial notification /Amendment
INITIAL NOTIFICATION
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
IMPERIAL BRANDS PLC
b)
LEI
549300DFVPOB67JL3A42
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
Identification code
ORDINARY SHARES
GB0004544929
b)
Nature of the transaction
AWARD GRANTED UNDER LONG TERM INCENTIVE PLAN
c)
Price(s) and volume(s)
| Price(s) | Volume(s) |
| NOT APPLICABLE | 55,825 |
d)
Aggregated information
- Aggregated volume
- Price
55,825
NOT APPLICABLE
e)
Date of the transaction
15 FEBRUARY 2022
f)
Place of the transaction
OUTSIDE A TRADING VENUE
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
ALISON JANE CLARKE
2
Reason for the notification
a)
Position/status
PDMR - CHIEF PEOPLE AND CULTURE OFFICER
b)
Initial notification /Amendment
INITIAL NOTIFICATION
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
IMPERIAL BRANDS PLC
b)
LEI
549300DFVPOB67JL3A42
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
Identification code
ORDINARY SHARES
GB0004544929
b)
Nature of the transaction
AWARD GRANTED UNDER LONG TERM INCENTIVE PLAN
c)
Price(s) and volume(s)
| Price(s) | Volume(s) |
| NOT APPLICABLE | 60,527 |
d)
Aggregated information
- Aggregated volume
- Price
60,527
NOT APPLICABLE
e)
Date of the transaction
15 FEBRUARY 2022
f)
Place of the transaction
OUTSIDE A TRADING VENUE
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
JAVIER ESTERBAN HUERTA RUIZ
2
Reason for the notification
a)
Position/status
PDMR - CHIEF SUPPLY CHAIN OFFICER
b)
Initial notification /Amendment
INITIAL NOTIFICATION
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
IMPERIAL BRANDS PLC
b)
LEI
549300DFVPOB67JL3A42
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
Identification code
ORDINARY SHARES
GB0004544929
b)
Nature of the transaction
AWARD GRANTED UNDER LONG TERM INCENTIVE PLAN
c)
Price(s) and volume(s)
| Price(s) | Volume(s) |
| NOT APPLICABLE | 62,156 |
d)
Aggregated information
- Aggregated volume
- Price
62,156
NOT APPLICABLE
e)
Date of the transaction
15 FEBRUARY 2022
f)
Place of the transaction
OUTSIDE A TRADING VENUE
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
MURRAY HENRY MCGOWAN
2
Reason for the notification
a)
Position/status
PDMR - CHIEF STRATEGY AND DEVELOPMENT OFFICER
b)
Initial notification /Amendment
INITIAL NOTIFICATION
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
IMPERIAL BRANDS PLC
b)
LEI
549300DFVPOB67JL3A42
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
Identification code
ORDINARY SHARES
GB0004544929
b)
Nature of the transaction
AWARD GRANTED UNDER LONG TERM INCENTIVE PLAN
c)
Price(s) and volume(s)
| Price(s) | Volume(s) |
| NOT APPLICABLE | 46,041 |
d)
Aggregated information
- Aggregated volume
- Price
46,041
NOT APPLICABLE
e)
Date of the transaction
15 FEBRUARY 2022
f)
Place of the transaction
OUTSIDE A TRADING VENUE
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
PAOLA POCCI
2
Reason for the notification
a)
Position/status
PDMR - PRESIDENT - AFRICA, ASIA & AUSTRALASIA REGION
b)
Initial notification /Amendment
INITIAL NOTIFICATION
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
IMPERIAL BRANDS PLC
b)
LEI
549300DFVPOB67JL3A42
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
Identification code
ORDINARY SHARES
GB0004544929
b)
Nature of the transaction
AWARD GRANTED UNDER LONG TERM INCENTIVE PLAN
c)
Price(s) and volume(s)
| Price(s) | Volume(s) |
| NOT APPLICABLE | 52,779 |
d)
Aggregated information
- Aggregated volume
- Price
52,779
NOT APPLICABLE
e)
Date of the transaction
15 FEBRUARY 2022
f)
Place of the transaction
OUTSIDE A TRADING VENUE
On 15 February 2022 the LTIP granted on 15 February 2019 vested in part, with the remainder lapsing. Details of the individual award vesting and lapsing are detailed below.
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
JOERG BIEBERNICK
2
Reason for the notification
a)
Position/status
PDMR - PRESIDENT, EUROPE REGION
b)
Initial notification /Amendment
INITIAL NOTIFICATION
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
IMPERIAL BRANDS PLC
b)
LEI
549300DFVPOB67JL3A42
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
Identification code
ORDINARY SHARES
GB0004544929
b)
Nature of the transaction
AWARD VESTING UNDER LONG TERM INCENTIVE PLAN (INCLUDING DIVIDEND ROLL-UP SHARES)
c)
Price(s) and volume(s)
| Price(s) | Volume(s) |
| NOT APPLICABLE | 7,574 |
d)
Aggregated information
- Aggregated volume
- Price
7,574
NOT APPLICABLE
e)
Date of the transaction
15 FEBRUARY 2022
f)
Place of the transaction
OUTSIDE A TRADING VENUE
Daniel Bevan
Assistant Company Secretary
Copies of our announcements are available on our website: www.imperialbrandsplc.com/Investors/Stock-Exchange-announcements
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