Punch Taverns plc 2011 Annual Report

40
Punch Taverns plc
Annual Report and Financial Statements 2011
Report on Directors’ remuneration continued
Directors’ interests in the Group’s share plans
Long Term Incentive Plan (LTIP)
The following table sets out the awards made under the LTIP. Full details of the operation of the LTIP are set out in the first part of
this report.
Date of
award
Date of
release
Share price
at date of
award (£)
Value of shares conditionally awarded
Number
Percentage
as at
of salary at
22 August
date of
2010 £000 award
Awarded
during the
period
Value of shares released
Market price
at date of
release /
lapse (£)
Lapsed
during the
period
Gain on
release
£000
Number
as at
20 August
2011
Executive Directors
Roger Whiteside 10.11.08 10.11.11 1.66 488,950 812 200 – – – – 488,950
16.10.09 16.10.12 0.90 888,888 800 200 – – – – 888,888
19.11.10 19.11.13 0.58 – 500 125 860,585 – – – 860,585
Total 1,377,838 2,238,423
Steve Dando 22.01.08 22.01.11 5.71 10,667 61 50 – 10,667 0.70 – –
10.11.08 10.11.11 1.66 91,677 152 100 – – – – 91,677
16.10.09 16.10.12 0.90 83,333 75 50 – – – – 83,333
19.11.10 19.11.13 0.58 – 175 100 301,204 – – – 301,204
Total 185,677 476,214
Ian Dyson 13.10.10 05.05.13 0.72 – 1,737 200 2,412,150 – – – 2,412,150
19.11.10 19.11.13 0.58 – 1,348 200 2,323,580 – – – 2,323,580
Total – 4,735,730
Giles Thorley 22.01.08 22.01.11 5.71 186,685 1,066 200 – 186,685 0.70 – –
10.11.08 10.11.11 1.66 641,746 1,065 200 – 252,010 0.88 – 389,736
16.10.09 16.10.12 0.90 1,166,666 1,050 200 – 820,712 0.88 – 345,954
Total 1,995,097 1,259,407 735,690
Phil Dutton 07.09.07 07.09.10 10.31 34,493 356 100 – 34,493 0.84 – –
22.01.08 22.01.11 5.71 124,455 711 200 – 124,455 0.70 – –
10.11.08 10.11.11 1.66 427,830 710 200 – 87,831 0.77 – 339,999
16.10.09 16.10.12 0.90 777,777 700 200 – 400,953 0.77 – 376,824
Total 1,364,555 716,823
Mike Tye 07.07.08 07.07.11 2.71 299,954 813 200 – 299,954 0.73 – –
10.11.08 10.11.11 1.66 488,950 812 200 – – – – 488,950
16.10.09 16.10.12 0.90 888,888 800 200 – – – – 888,888
19.11.10 19.11.13 0.58 – 499 125 860,585 860,585
Total 1,677,792 2,238,423
LTIP award-holders were originally granted awards over ordinary shares in Punch Taverns plc. As a result of the demerger, consistent
with the treatment of shareholders, individuals received an award over one Spirit share for each Punch share under award to ensure
they were kept whole. Awards will continue to run until the normal vesting dates and the total shareholder return targets will
continue to apply. However, post demerger, TSR will relate only to Punch’s share price (i.e. the calculation assumes that the original
notional shareholding in Punch Taverns plc which became a notional shareholding in an equal number of Punch Taverns plc and
Spirit Pub Company plc shares on demerger was exchanged solely for a holding of Punch Taverns plc shares immediately after demerger).
The Remuneration Committee agreed that outstanding LTIP awards held by Giles Thorley and Phil Dutton would continue to vest
at the normal vesting dates subject to performance and time pro-rating to the relevant dates of cessation.
The award granted to Ian Dyson on 13 October 2010 was awarded to compensate him for share awards which lapsed upon resigning
from his previous employer. This award was granted in accordance with Listing Rule 9.4.2(2) and will normally be released between
5 May 2013 and 4 May 2020 subject to continued employment and to the extent that total shareholder return targets are met.
The vesting of the award is split equally according to the TSR performance of the Company against the two different comparators.
12.5% of the award will be released for achievement of the median position against the pub sector group, and 12.5% for matching
the TSR of the FTSE 250 Index. The award will vest in full if the Company’s annualised TSR exceeds the median of the pub sector
group, and the FTSE 250 Index TSR, by five percentage points per annum. Straight-line vesting will occur between these two points.
The award lapses on cessation of employment unless it is determined that the award should continue to vest on the normal vesting
date, subject to performance conditions continuing to apply and a reduction for time pro-rating.
Awards granted in 2008 will only be released if the Group’s total shareholder return is equal to or greater than the median level of
performance of the comparator groups over the three-year holding period from the date of grant, at which point 25% of the award
will be released. Full release of the award will occur for upper-quartile performance with straight-line release between the median and
upper-quartile positions. Full details of the performance conditions attached to the 2009 and 2010 awards are detailed on page 35
in the first part of this report.