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Imperial Brands PLC
Remuneration Information • Mar 26, 2021
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Remuneration Information
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National Storage Mechanism | Additional information 
RNS Number : 6979T
Imperial Brands PLC
26 March 2021
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
The following replaces the 'Director/PDMR Shareholding' announcement released on 18 February 2021 at 13.16 under RNS No 6164P.
As previously released, the announcement contained incorrect figures. The actual number of shares granted under Stefan Bomhard's LTIP awards is lower (previously 297,388), and this has been corrected in this replacement announcement.
The full amended text is shown below.
On 15 February 2021, the Company made the following grant of awards under the 2021 Imperial Brands Long Term Incentive Plan (the "LTIP") to PDMRs:
| PDMR | No. of LTIP awards granted |
| Stefan Bomhard | 267,649 |
| Dominic Brisby | 68,295 |
| Joerg Biebernick | 64,948 |
| Alison Clarke | 65,617 |
| Javier Huerta | 72,313 |
| Murray McGowan | 53,565 |
The Remuneration Committee has taken into account the share price performance over the year and the concerns expressed by a number of shareholders about the level of Stefan Bomhard's salary on appointment as Chief Executive Officer. He and the Remuneration Committee agreed that the face value of his 2021 LTIP award should be reduced, on an exceptional basis, from 350% of salary to 315%, a reduction of 10% of the face value of the usual annual award. The number of shares under award reflects this adjustment.
Further to the commitment in its Annual Report and Accounts 2020, the Company confirms that the performance measures and targets (which should not be construed as guidance) in respect of the annual Imperial Brands LTIP grant made on 15 February 2021 are:
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 2% per annum | nil |
| 2% per annum | 25% |
| 2% to 4.8% per annum | Between 25% and 100% (pro rata) |
| 4.8% per annum or higher | 100% |
Net Debt/EBITDA Element
The 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 2023* | Shares vesting (as a percentage of element) |
| Less than 2.00x | nil |
| 2.00x | 25% |
| 2.00x-+1.8 x | Between 25% and 100% (pro rata) |
| 1.8 x or higher | 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)* | Shares vesting (as a percentage of element) |
| Less than 16.6% | nil |
| 16.6% | 25% |
| Between 16.6% and 17.5% | Between 25% and 100% (pro rata) |
| 17.5% or greater | 100% |
* All the financial measures are measured on a constant currency basis which 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 | 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 2021 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.
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
AMENDMENT
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
CONDITIONAL AWARD GRANTED UNDER LONG TERM INCENTIVE PLAN
c)
Price(s) and volume(s)
| Price(s) | Volume(s) |
| NOT APPLICABLE | 267,649 |
d)
Aggregated information
- Aggregated volume
- Price
267,649
NOT APPLICABLE
e)
Date of the transaction
15 FEBRUARY 2021
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
DOMINIC JAMES BRISBY
2
Reason for the notification
a)
Position/status
PDMR - DIVISION DIRECTOR AMERICAS, AFRICA, ASIA AND AUSTRALASIA
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
CONDITIONAL AWARD GRANTED UNDER LONG TERM INCENTIVE PLAN
c)
Price(s) and volume(s)
| Price(s) | Volume(s) |
| NOT APPLICABLE | 68,295 |
d)
Aggregated information
- Aggregated volume
- Price
68,295
NOT APPLICABLE
e)
Date of the transaction
15 February 2021
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 - DIVISION DIRECTOR, EUROPE
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
CONDITIONAL AWARD GRANTED UNDER LONG TERM INCENTIVE PLAN
c)
Price(s) and volume(s)
| Price(s) | Volume(s) |
| NOT APPLICABLE | 64,948 |
d)
Aggregated information
- Aggregated volume
- Price
64,948
NOT APPLICABLE
e)
Date of the transaction
15 FEBRUARY 2021
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
CONDITIONAL AWARD GRANTED UNDER LONG TERM INCENTIVE PLAN
c)
Price(s) and volume(s)
| Price(s) | Volume(s) |
| Not Applicable | 65,617 |
d)
Aggregated information
- Aggregated volume
- Price
65,617
NOT APPLICABLE
e)
Date of the transaction
15 FEBRUARY 2021
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 - GROUP MANUFACTURING AND SUPPLY CHAIN DIRECTOR
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
CONDITIONAL AWARD GRANTED UNDER LONG TERM INCENTIVE PLAN
c)
Price(s) and volume(s)
| Price(s) | Volume(s) |
| NOT APPLICABLE | 72,313 |
d)
Aggregated information
- Aggregated volume
- Price
72,313
NOT APPLICABLE
e)
Date of the transaction
15 FEBRUARY 2021
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 - GROUP STRATEGY AND TRANSFORMATION DIRECTOR
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
CONDITIONAL AWARD GRANTED UNDER LONG TERM INCENTIVE PLAN
c)
Price(s) and volume(s)
| Price(s) | Volume(s) |
| NOT APPLICABLE | 53,565 |
d)
Aggregated information
- Aggregated volume
- Price
53,565
NOT APPLICABLE
e)
Date of the transaction
15 FEBRUARY 2021
f)
Place of the transaction
OUTSIDE A TRADING VENUE
On 15 February 2021 the LTIP granted on 15 February 2018 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
OLIVER REGINALD TANT
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
CONDITIONAL AWARD VESTING UNDER LONG TERM INCENTIVE PLAN (including Dividend Roll-up Shares)
c)
Price(s) and volume(s)
| Price(s) | Volume(s) |
| NOT APPLICABLE | 11,184 |
d)
Aggregated information
- Aggregated volume
- Price
11,184
NOT APPLICABLE
e)
Date of the transaction
15 February 2021
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
OLIVER REGINALD TANT
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
CONDITIONAL AWARD LAPSED UNDER LONG TERM INCENTIVE PLAN
c)
Price(s) and volume(s)
| Price(s) | Volume(s) |
| NOT APPLICABLE | 59,856 |
d)
Aggregated information
- Aggregated volume
- Price
59,856
NOT APPLICABLE
e)
Date of the transaction
15 February 2021
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
DOMINIC JAMES BRISBY
2
Reason for the notification
a)
Position/status
PDMR - DIVISION DIRECTOR AMERICAS, AFRICA, ASIA AND AUSTRALASIA
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
CONDITIONAL AWARD VESTING UNDER LONG TERM INCENTIVE PLAN (including Dividend Roll-up Shares)
c)
Price(s) and volume(s)
| Price(s) | Volume(s) |
| NOT APPLICABLE | 5,607 |
d)
Aggregated information
- Aggregated volume
- Price
5,607
NOT APPLICABLE
e)
Date of the transaction
15 February 2021
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
DOMINIC JAMES BRISBY
2
Reason for the notification
a)
Position/status
PDMR - DIVISION DIRECTOR AMERICAS, AFRICA, ASIA AND AUSTRALASIA
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
CONDITIONAL AWARD LAPSED UNDER LONG TERM INCENTIVE PLAN
c)
Price(s) and volume(s)
| Price(s) | Volume(s) |
| NOT APPLICABLE | 30,011 |
d)
Aggregated information
- Aggregated volume
- Price
30,011
NOT APPLICABLE
e)
Date of the transaction
15 February 2021
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 - DIVISION DIRECTOR, EUROPE
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
CONDITIONAL AWARD VESTING UNDER LONG TERM INCENTIVE PLAN (including Dividend Roll-up Shares)
c)
Price(s) and volume(s)
| Price(s) | Volume(s) |
| NOT APPLICABLE | 5,358 |
d)
Aggregated information
- Aggregated volume
- Price
5,358
NOT APPLICABLE
e)
Date of the transaction
15 February 2021
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 - DIVISION DIRECTOR, EUROPE
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
CONDITIONAL AWARD LAPSED UNDER LONG TERM INCENTIVE PLAN
c)
Price(s) and volume(s)
| Price(s) | Volume(s) |
| NOT APPLICABLE | 28,677 |
d)
Aggregated information
- Aggregated volume
- Price
28,677
NOT APPLICABLE
e)
Date of the transaction
15 February 2021
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
WALTER NORBERT PRINZ
2
Reason for the notification
a)
Position/status
PDMR - GROUP MANUFACTURING AND SUPPLY CHAIN DIRECTOR
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
CONDITIONAL AWARD VESTING UNDER LONG TERM INCENTIVE PLAN (including Dividend Roll-up Shares)
c)
Price(s) and volume(s)
| Price(s) | Volume(s) |
| NOT APPLICABLE | 6,058 |
d)
Aggregated information
- Aggregated volume
- Price
6,058
NOT APPLICABLE
e)
Date of the transaction
15 February 2021
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
WALTER NORBERT PRINZ
2
Reason for the notification
a)
Position/status
PDMR - GROUP MANUFACTURING AND SUPPLY CHAIN DIRECTOR
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
CONDITIONAL AWARD LAPSED UNDER LONG TERM INCENTIVE PLAN
c)
Price(s) and volume(s)
| Price(s) | Volume(s) |
| NOT APPLICABLE | 32,422 |
d)
Aggregated information
- Aggregated volume
- Price
32,422
NOT APPLICABLE
e)
Date of the transaction
15 February 2021
f)
Place of the transaction
OUTSIDE A TRADING VENUE
Trevor Williams
Deputy Company Secretary
Copies of our announcements are available on our website: www.imperialbrandsplc.com/Investors/Stock-Exchange-announcements
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