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Howden Joinery Group PLC — Remuneration Information 2020
Aug 7, 2020
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Remuneration Information
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RNS Number : 5388V
Howden Joinery Group PLC
07 August 2020
HOWDEN JOINERY GROUP PLC
(the "Company" or "Howdens")
NOTIFICATION OF TRANSACTION IN SHARES BY EXECUTIVE DIRECTORS AND
PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES
Grant of conditional share awards under the Howdens Long Term Incentive Plan (LTIP)
Having deferred the grant of share awards to Executive Committee members in March 2020 as a result of the impact of the COVID-19 pandemic on the business and the considerable uncertainty that this caused around future performance, the Howdens Remuneration Committee has now decided to proceed with the grant of conditional share awards under the Howdens LTIP for 2020. The number of awards over ordinary shares granted to the Executive Directors and Persons Discharging Managerial Responsibilities ("PDMRs") on 7 August 2020 is as follows:
| Name of PDMR | Shares under award |
| Andrew Livingston | 250,431 |
| Mark Robson | 195,689 |
| Clive Cockburn | 63,185 |
| Andrew Gault | 67,594 |
| Theresa Keating | 73,471 |
| Julian Lee | 76,410 |
| Mark Slater | 83,757 |
| Richard Sutcliffe | 73,471 |
| Andrew Witts | 85,227 |
These awards will vest subject to performance against targets measured over a three-year period as shown below. A further two-year holding period will then apply to any shares the PDMRs are entitled to acquire on vesting.
Performance measures:
§ 67% will vest subject to relative TSR performance against a comparator group of UK listed companies of similar market capitalisation, with 15% of this portion vesting for median performance rising to 100% vesting for upper quartile or better performance.
§ 33% will vest subject to growth in PBT over three years, with 15% of this portion vesting for 5%pa growth rising to 100% vesting for 15%pa or higher growth.
The performance measures and targets are in line with those disclosed in the 2019 annual report and accounts in relation to the intended operation of the LTIP for 2020, but the weightings of the two measures have been reversed. In light of the ongoing uncertainty of the length and scale of the impact of the pandemic on the wider economy, the Remuneration Committee determined that the relative TSR measure would provide a more robust measure of management's performance, and therefore decided to increase its weighting.
The terms of the awards allow the Remuneration Committee the flexibility to review the overall outcome when the awards vest, and the Committee will do so at that time to assess whether management have benefited from an unintentional windfall gain as a result of the award size being determined with reference to an unusually low share price.
The Notification of Dealing Forms for the above grants may be found below. These notifications are provided in accordance with the requirements of the EU Market Abuse Regulation.
| Notification of dealing form | |||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | ||
| a) | Name | Andrew Livingston | |
| 2 | Reason for the notification | ||
| a) | Position/status | CEO | |
| b) | Initial notification/ Amendment | Initial notification | |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| a) | Name | Howden Joinery Group plc | |
| b) | LEI | 213800KC1LJOJTY3JP45 | |
| 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 | Ordinary shares of 10 pence each | |
| Identification code | GB0005576813 | ||
| b) | Nature of the transaction | Grant of conditional share awards over ordinary shares under the rules of the Howdens Long Term Incentive Plan | |
| c) | Price(s) and volume(s) | Price | Volume |
| Nil | 250,431 | ||
| d) | Aggregated information - Aggregated volume - Price |
Price | Aggregated Volume |
| Nil | 250,431 | ||
| e) | Date of the transaction | 2020-08-07 | |
| f) | Place of the transaction | Outside a trading venue |
| Notification of dealing form | |||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | ||
| a) | Name | Mark Robson | |
| 2 | Reason for the notification | ||
| a) | Position/status | DCEO & CFO | |
| b) | Initial notification/ Amendment | Initial notification | |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| a) | Name | Howden Joinery Group plc | |
| b) | LEI | 213800KC1LJOJTY3JP45 | |
| 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 | Ordinary shares of 10 pence each | |
| Identification code | GB0005576813 | ||
| b) | Nature of the transaction | Grant of conditional share awards over ordinary shares under the rules of the Howdens Long Term Incentive Plan | |
| c) | Price(s) and volume(s) | Price | Volume |
| Nil | 195,689 | ||
| d) | Aggregated information - Aggregated volume - Price |
Price | Aggregated Volume |
| Nil | 195,689 | ||
| e) | Date of the transaction | 2020-08-07 | |
| f) | Place of the transaction | Outside a trading venue |
| Notification of dealing form | |||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | ||
| a) | Name | Clive Cockburn | |
| 2 | Reason for the notification | ||
| a) | Position/status | PDMR | |
| b) | Initial notification/ Amendment | Initial notification | |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| a) | Name | Howden Joinery Group plc | |
| b) | LEI | 213800KC1LJOJTY3JP45 | |
| 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 | Ordinary shares of 10 pence each | |
| Identification code | GB0005576813 | ||
| b) | Nature of the transaction | Grant of conditional share awards over ordinary shares under the rules of the Howdens Long Term Incentive Plan | |
| c) | Price(s) and volume(s) | Price | Volume |
| Nil | 63,185 | ||
| d) | Aggregated information - Aggregated volume - Price |
Price | Aggregated Volume |
| Nil | 63,185 | ||
| e) | Date of the transaction | 2020-08-07 | |
| f) | Place of the transaction | Outside a trading venue |
| Notification of dealing form | |||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | ||
| a) | Name | Andrew Gault | |
| 2 | Reason for the notification | ||
| a) | Position/status | PDMR | |
| b) | Initial notification/ Amendment | Initial notification | |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| a) | Name | Howden Joinery Group plc | |
| b) | LEI | 213800KC1LJOJTY3JP45 | |
| 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 | Ordinary shares of 10 pence each | |
| Identification code | GB0005576813 | ||
| b) | Nature of the transaction | Grant of conditional share awards over ordinary shares under the rules of the Howdens Long Term Incentive Plan | |
| c) | Price(s) and volume(s) | Price | Volume |
| Nil | 67,594 | ||
| d) | Aggregated information - Aggregated volume - Price |
Price | Aggregated Volume |
| Nil | 67,594 | ||
| e) | Date of the transaction | 2020-08-07 | |
| f) | Place of the transaction | Outside a trading venue |
| Notification of dealing form | |||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | ||
| a) | Name | Theresa Keating | |
| 2 | Reason for the notification | ||
| a) | Position/status | PDMR | |
| b) | Initial notification/ Amendment | Initial notification | |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| a) | Name | Howden Joinery Group plc | |
| b) | LEI | 213800KC1LJOJTY3JP45 | |
| 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 | Ordinary shares of 10 pence each | |
| Identification code | GB0005576813 | ||
| b) | Nature of the transaction | Grant of conditional share awards over ordinary shares under the rules of the Howdens Long Term Incentive Plan | |
| c) | Price(s) and volume(s) | Price | Volume |
| Nil | 73,471 | ||
| d) | Aggregated information - Aggregated volume - Price |
Price | Aggregated Volume |
| Nil | 73,471 | ||
| e) | Date of the transaction | 2020-08-07 | |
| f) | Place of the transaction | Outside a trading venue |
| Notification of dealing form | |||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | ||
| a) | Name | Julian Lee | |
| 2 | Reason for the notification | ||
| a) | Position/status | PDMR | |
| b) | Initial notification/ Amendment | Initial notification | |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| a) | Name | Howden Joinery Group plc | |
| b) | LEI | 213800KC1LJOJTY3JP45 | |
| 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 | Ordinary shares of 10 pence each | |
| Identification code | GB0005576813 | ||
| b) | Nature of the transaction | Grant of conditional share awards over ordinary shares under the rules of the Howdens Long Term Incentive Plan | |
| c) | Price(s) and volume(s) | Price | Volume |
| Nil | 76,410 | ||
| d) | Aggregated information - Aggregated volume - Price |
Price | Aggregated Volume |
| Nil | 76,410 | ||
| e) | Date of the transaction | 2020-08-07 | |
| f) | Place of the transaction | Outside a trading venue |
| Notification of dealing form | |||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | ||
| a) | Name | Mark Slater | |
| 2 | Reason for the notification | ||
| a) | Position/status | PDMR | |
| b) | Initial notification/ Amendment | Initial notification | |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| a) | Name | Howden Joinery Group plc | |
| b) | LEI | 213800KC1LJOJTY3JP45 | |
| 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 | Ordinary shares of 10 pence each | |
| Identification code | GB0005576813 | ||
| b) | Nature of the transaction | Grant of conditional share awards over ordinary shares under the rules of the Howdens Long Term Incentive Plan | |
| c) | Price(s) and volume(s) | Price | Volume |
| Nil | 83,757 | ||
| d) | Aggregated information - Aggregated volume - Price |
Price | Aggregated Volume |
| Nil | 83,757 | ||
| e) | Date of the transaction | 2020-08-07 | |
| f) | Place of the transaction | Outside a trading venue |
| Notification of dealing form | |||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | ||
| a) | Name | Richard Sutcliffe | |
| 2 | Reason for the notification | ||
| a) | Position/status | PDMR | |
| b) | Initial notification/ Amendment | Initial notification | |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| a) | Name | Howden Joinery Group plc | |
| b) | LEI | 213800KC1LJOJTY3JP45 | |
| 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 | Ordinary shares of 10 pence each | |
| Identification code | GB0005576813 | ||
| b) | Nature of the transaction | Grant of conditional share awards over ordinary shares under the rules of the Howdens Long Term Incentive Plan | |
| c) | Price(s) and volume(s) | Price | Volume |
| Nil | 73,471 | ||
| d) | Aggregated information - Aggregated volume - Price |
Price | Aggregated Volume |
| Nil | 73,471 | ||
| e) | Date of the transaction | 2020-08-07 | |
| f) | Place of the transaction | Outside a trading venue |
| Notification of dealing form | |||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | ||
| a) | Name | Andrew Witts | |
| 2 | Reason for the notification | ||
| a) | Position/status | PDMR | |
| b) | Initial notification/ Amendment | Initial notification | |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| a) | Name | Howden Joinery Group plc | |
| b) | LEI | 213800KC1LJOJTY3JP45 | |
| 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 | Ordinary shares of 10 pence each | |
| Identification code | GB0005576813 | ||
| b) | Nature of the transaction | Grant of conditional share awards over ordinary shares under the rules of the Howdens Long Term Incentive Plan | |
| c) | Price(s) and volume(s) | Price | Volume |
| Nil | 85,227 | ||
| d) | Aggregated information - Aggregated volume - Price |
Price | Aggregated Volume |
| Nil | 85,227 | ||
| e) | Date of the transaction | 2020-08-07 | |
| f) | Place of the transaction | Outside a trading venue |
Enquiries
Forbes McNaughton, Company Secretary: 020 7535 1137
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
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