Serco Group PLC

Remuneration Information • Jun 1, 2015

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RNS Number : 8409O

Serco Group PLC

01 June 2015

Serco Group plc ('Serco' or 'the Company') advises that, on 29 May 2015, the individuals named below, each a person discharging managerial responsibility, were granted options to acquire at nominal cost (with the exception of Ed Casey and Dan Allen, whose options are exercisable at nil cost) the following number of ordinary shares of 2p each in the Company, through participation in the Serco Group plc Performance Share Plan ('the PSP'):

	Option Award (Maximum)
Rupert Soames	1,241,782
Ed Casey	884,487
Angus Cockburn	639,152
Dan Allen	327,086
Liz Benison	230,094
Kevin Craven	287,728
David Eveleigh	199,415
David Greer	192,465
Mark Irwin	227,668
Guy Leach	210,482
Geoff Lloyd	210,664

The number of shares that will vest under the PSP is conditional upon the satisfaction of three independent equally-weighted performance measures as follows:

Performance Measure	Weighting of Measure	Performance Target
Aggregate EPS	1/3rd	Statutory Earnings Per Share (EPS) before exceptional items (adjusted to reflect tax paid on a cash basis) of 10.30p (threshold, 25% vesting) to 12.50p (maximum, 100% vesting), measured as an aggregate over the three-year performance period ending 31 December 2017.
Relative TSR	1/3rd	Total Shareholder Return (TSR) of median (threshold, 25% vesting) to upper quartile (maximum, 100% vesting) when ranked relative to companies in the FTSE250 (excluding investment trusts), measured from the 30-day period following the completion of the Rights Issue to the 30‑day period following announcement of the Company's 2017 results.
ROIC	1/3rd	Pre-tax Return on Invested Capital (ROIC) of 8.4% (threshold, 25% vesting) to 10.2% (maximum, 100% vesting), measured as an average over the three-year performance period ending 31 December 2017.

The above performance targets for Aggregate EPS and ROIC reflect the current composition of the Company's business operations and therefore do not take into account the impact of any potential future disposals.  In exceptional circumstances the Remuneration Committee retains discretion to change performance measures and targets and the weightings attached to performance measures part-way through the performance period if there is a significant event such as a major transaction.  

Each element of the PSP award will be subject to a post-vesting holding requirement that takes the total term of the award to a minimum of five years for Executive Directors.  Post-vesting clawback also applies to these awards.  Awards to all participants are subject to pre-vesting malus.

On the same day, the individuals below were awarded a Matching Share award, under the terms of the Company's Deferred Bonus Plan, as follows:

	Investment Shares	Matching Share Award (Maximum)
Rupert Soames	174,446	658,288
Liz Benison	14,358	54,565
David Eveleigh	4,958	18,840
Geoff Lloyd	7,210	27,401

Other than for Rupert Soames, the Investment Shares were purchased at 138 pence per share each on the London Stock Exchange.  Rupert Soames' Investment Shares noted above reflect shares Rupert already owned and 138 pence was used to determine the number of shares that he was entitled to invest under the Deferred Bonus Plan.  Rupert's entitlement is based on the Bonus which he was awarded but which he chose to waive payment of. 

The number of shares that will vest under the Deferred Bonus Plan is conditional upon the satisfaction of the three-year Aggregate EPS performance measure described above.  At threshold each individual investment share purchased will be matched (on a gross investment basis) by half a 'matching' share, increasing to a maximum of two 'matching' shares at the maximum performance target level.  Pre-vesting malus and post-vesting clawback will also apply to the Matching Share Award.

In addition, on the same day, the Company also made the following awards to David Eveleigh to compensate him for non-performance based awards he forfeited on his departure from BT Group.  David was granted 133,300 options to acquire at nominal cost ordinary shares of 2p each in the Company that are not conditional on performance measures and are subject only to continued employment on the vesting dates as follows:

Number of shares	Vesting Date
20,251	14 August 2015
11,889	20 May 2016
43,157	14 August 2016
58,003	20 May 2017

This notice is given in fulfilment of obligations under DTR3.1.2R and DTR3.1.4R(1)(a).

This information is provided by RNS

The company news service from the London Stock Exchange

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