Punch Taverns plc 2011 Annual Report

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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.
Punch Taverns plc Annual Report and Financial Statements 2011 41 Inland Revenue Approved Share Incentive Plan (SIP) The SIP is the current all-employee share plan operated by the Group. The following table sets out the shares purchased and awarded under the SIP in respect of the Executive Directors. Full details of the operation of the SIP are set out in the Directors’ report on page 25 and in note 27 to the accounts, which can be found on page 88. Date of award Date of release Share price at date of purchase of partnership shares and award of matching shares (£) Value of shares conditionally awarded Value of shares released Partnership Number shares as at purchased 22 August during the 2010 period Matching shares conditionally awarded during the period Partnership or dividend shares released during the period Matching shares released during the period Matching shares forfeited during the period Gain on release of matching shares £000 Number as at 20 August 2011 1 Executive Directors Roger Whiteside 24.07.09 24.07.12 0.95 3,146 – – – – – – 3,146 27.07.10 27.07.13 0.78 3,846 – – – – – – 3,846 28.06.11 28.06.14 0.72 – 2,084 2,084 – – – – 4,168 Total 6,992 11,160 Steve Dando 23.01.08 23.01.11 6.37 24 – – 24 – – – – 30.06.08 30.06.11 3.11 992 – – 509 – – – 483 17.10.08 17.10.11 1.23 2 – – – – – – 2 26.06.09 26.06.12 1.08 2,778 – – – – – – 2,778 27.07.10 27.07.13 0.78 3,846 – – – – – – 3,846 28.06.11 28.06.14 0.72 – 2,084 2,084 – – – – 4,168 Total 7,642 11,277 Mike Tye 24.07.09 24.07.12 0.95 3,146 – – – – – – 3,146 27.07.10 27.07.13 0.78 3,846 – – – – – – 3,846 28.06.11 28.06.14 0.72 – 2,084 2,084 – – – – 4,168 Total 6,992 11,160 Giles Thorley 23.01.08 23.01.11 6.37 26 – – 26 – – – – 27.06.08 27.06.11 3.17 29 – – 29 – – – – 30.06.08 30.06.11 3.11 966 – – 483 – 483 – – 12.12.08 12.12.11 0.60 2 – – 1 – 1 – – 06.03.09 06.03.12 0.36 2 – – 1 – 1 – – 26.06.09 26.06.12 1.08 2,776 – – 1,388 – 1,388 – – 24.07.09 24.07.12 0.95 2 – – 1 – 1 – – Total 3,803 – Phil Dutton 24.07.09 24.07.12 0.95 3,146 – – 1,573 1,573 – – – 27.07.10 27.07.13 0.78 3,846 – – 1,923 1,923 – – – Total 6,992 – 1 31 July 2011 for Mike Tye. SIP 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. Financial statements Governance Business review
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