DFS FURNITURE PLC

Remuneration Information • Oct 13, 2022

National Storage Mechanism | Additional information

RNS Number : 8381C

DFS Furniture PLC

13 October 2022

13  October 2022

DFS Furniture plc

("the Company")

Grant of 2022 Awards under the Long-Term Incentive Plan (the "LTIP")

DFS Furniture Company announces the following transaction by persons discharging managerial responsibility ("PDMR") in ordinary shares of the Company with a nominal value of £0.10 ("Shares") took place on 12 October 2022.

As previously approved by the Remuneration Committee of the Company, Tim Stacey the Chief Executive Officer of DFS Furniture plc has been granted an award of Shares, under the Company's Long-Term Incentive Plan ("the LTIP").  Under the terms of the LTIP, Mr Stacey was awarded a Conditional Share Award equivalent to 175% of salary ("Award"). The number of Shares over which the Award was granted was calculated based on a Share price of £1.08. the average of the last 3 days closing price before the grant of the Award. No consideration was payable for the grant of the Award.  To the extent the Award vests, Mr Stacey will also be entitled to Dividend Equivalents as defined in the LTIP. Conditional Share Awards granted under the LTIP will normally vest after a three-year performance period, subject to achievement of the performance conditions. The performance conditions are based on Relative Total Shareholder Return ("TSR") and Adjusted Earnings Per Share ("EPS") .The Award is also subject to a Holding Period of two years commencing on vesting of the Award. All LTIP awards granted are also subject to continuous employment obligations.

Name	Status	Number of conditional shares awarded
Tim Stacey	Director	733,446

The performance conditions applicable to the Award are two equally weighted performance measures:

1)        Relative Total Shareholder Return ("TSR") (50% of the award) 

The proposed performance target for the Relative TSR element mirror the last four LTIP awards (FY19- FY22).

Weighting	Percentage of this portion of the Award vesting
Nil	20%	100%		Between 20% and 100% on a straight -line basis
15% (FTSE 250 Index)	Below FTSE 250 Index	Equal to FTSE 250 Index		10% p.a. above the FTSE 250 Index return	Between FTSE 250 Index return and 10%p.a.
35% (FTSE 350 General Retailers Index)	Below FTSE350 General Retailers Index	Equal to FTSE350 General Retailers Index		10% p.a. above the FTSE 350General Retailers Index return	Between FTSE 350 General Retailers Index return and 10% p.a.

The performance period for the FY23 Award began at the beginning of the Company's 2023 Financial Year and will finish at financial year ending 29 June 2025.

2)       Adjusted Earnings Per Share (50% of the award)

Percentage of this portion of the Award vesting
Nil	20%	100%	Between 20% and 100% on a straight line basis
Less than 17.7p	17.7p	23.7p or more	Between 17.7p and 23.7p

As disclosed in the FY2022 Directors' Remuneration Report, given the uncertainty in the macro-economic environment the Committee, decide to delay setting the EPS target until it could undertake a review of the targets taking account of the Group's strategic plan as well as the outlook for the sector and the economy as a whole.  Following careful consideration, the Remuneration Committee approved the target range with EPS stated as an absolute figure which needs to be achieved in the financial year ending June 2025. 

The Remuneration Committee carefully considered whether to reduce the number of Shares to be subject to this Award, from the standard 175% of base salary, given the decline in share price since the previous award and in the context of shareholder experience. The Remuneration Committee considered the prospects for near-term financial performance of the Company given concerns on future consumer spending due to the economic environment; the share price performance of the Company which has moved relatively consistently with its closest listed retail peers; and emerging practice from other listed retail companies. On balance, the Remuneration Committee decided that no reduction was required and will consider the formulaic outcome at the time of vesting to ensure that this is aligned with the overall performance achieved and the broader shareholder experience. The Remuneration Committee may use discretion to adjust the outcome downwards if appropriate.

Details of the Award under the LTIP are as follows:

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	Tim Stacey
2	Reason for the notification
a)	Position/status	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	DFS Furniture plc
b)	LEI	213800GDSOBNKS1U1P93
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	Grant of conditional share award to acquire DFS Furniture plc £0.10 ordinary shares   ISIN: GB00BTC0LB89
b)	Nature of the transaction	Granting of conditional share award under the DFS Furniture plc 2015 Long Term Incentive Plan
c)	Price(s) and volume(s)	£1,08 733,446
d)	Aggregated information - Aggregated volume - Price	N/A N/A
e)	Date of the transaction	12 October 2022
f)	Place of the transaction	Outside of a trading venue

Enquiries:

DFS:	TULCHAN
Liz McDonald (Group Company Secretary) Philip Hutchinson	James Macey-White
investor.relations@dfs.co.uk	dfs@tulchangroup.com

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