Capita PLC

Remuneration Information • Apr 5, 2022

National Storage Mechanism | Additional information

Capita plc - Director/PDMR Shareholding

PR Newswire

London, April 5

Capita plc

(the “Company”)

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

5 April 2022                        

As described in the 2021 Annual Report, Capita has on 4 April 2022, awarded its 2022 restricted share awards (“RSAs”) as set out below.

The CEO’s award has been reduced from the normal 150% of salary award level to 100% of salary to reflect the prevailing share price. This is a further reduction from the 2021 RSA of 125% of salary.  The Remuneration Committee (“Committee”) is satisfied that the reduction in the 2022 award level (a third lower than the normal level approved by shareholders as part of remuneration policy in 2021) and the resulting number of shares under award, is appropriate given that:

• the Total Shareholder Return (“TSR”) underpin will operate for the second RSA grant in a row (which will effectively act as a performance condition given that the 2022 RSAs will not vest unless Capita’s TSR over three years is positive).  While the Committee had originally envisaged only applying the TSR underpin to the 2021 RSAs, the application of this additional shareholder protection, in addition to the normal underlying financial performance underpin, is considered appropriate in light of the prevailing share price; 
• the Committee has set the starting share price for the TSR underpin at 36.5 pence (i.e. significantly above the share price at the date of grant meaning that the 2022 RSA grant starts significantly “underwater”); and
• the 2020 LTIP was scaled back materially more than market norms (by 70% compared to normal award levels).

The CFO’s 2022 RSA was also granted at 100% of salary given that the Committee wishes to ensure that the CFO is appropriately retained and incentivised and aligned to the CEO. The Committee is satisfied that this award level, and the resulting number of shares under award, is appropriate given Tim Weller’s very recent recruitment and the challenging TSR underpin which applies to the 2022 RSA, particularly given that the TSR underpin was not originally intended to apply when the CFO’s remuneration package was agreed in 2021.

As such, the Committee is satisfied that the approach adopted for the CEO and CFO appropriately balances the need to retain and incentivise the management team to drive sustainable improving financial performance whilst continuing to strengthen the balance sheet and deliver shareholder returns following the completion of Capita’s transformation.

The information set out below is provided in accordance with the requirements of Article 19(3) of the EU Market Abuse Regulation No 596/2014

1 Details of the person discharging managerial responsibilities / person closely associateda)         Name   1. Jonathan Lewis

2. Tim Weller

3. Andy Start

4. Aimie Chapple

5. Kathy Quashie

6. Claire Denton

7. Scott Hill2 Reason for the notificationa)         Position/status 1. Chief Executive Officer (Director)

2. Chief Financial Officer (Director)

3. CEO, Capita Public Service

4. CEO, Capita Experience

5. Chief Growth Officer

6. Chief General Counsel & Company Secretary

7. Chief People Officerb)         Initial notification

/AmendmentInitial notification3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitora)         NameCapita plcb)         LEI      CMIGEWPLHL4M7ZV0IZ884 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 conducteda)         Description of the financial instrument, type of instrumentOrdinary shares of 2 1/15p eachIdentification code        GB00B23K0M20b)         Nature of the transactionGrant of nil cost options over Capita ordinary shares under the Capita Plc Executive Plan 2021c)         Price(s) and volume(s)1. Jonathan Lewis, Chief Executive OfficePrice(s)Volume(s)£nil3,481,985           2. Tim Weller, Chief Financial Officer£nil2,537,008           3. Andy Start, CEO, Capita Public Service£nil1,471,945           4. Aimie Chapple, CEO, Capita Experience£nil1,461,252           5. Kathy Quashie, Chief Growth Officer£nil1,384,880           6. Claire Denton, Chief General Counsel & Company Secretary£nil1,285,960           7. Scott Hill, Chief People Officer£nil872,824d)            Aggregated information

-Aggregated volume

-PricePrice(s)Volume(s)£nil12,495,854

e)         Date of transaction

4 April 2022f)             Place of transactionOutside of a trading venue