Section 430(2B) Companies Act 2006 Statement
The following information is provided in accordance with section 430(2B) of the Companies Act 2006.
On 10 May 2019, the Company announced that Brad Gray, Chief Financial Officer, was to step down from the Board on 17 June 2019.
Brad will remain with Kin + Carta as an adviser to facilitate an orderly handover of his role. His employment will end on 9 May 2020. Remuneration arrangements in respect of Brad's departure have been determined by the Group Remuneration Committee in line with the Kin + Carta Directors’ Remuneration Policy approved by shareholders at the at the Annual General Meeting on 30 November 2017. Further details will be included in Kin + Carta's 2019 Annual Report, to be published later in the year.
Salary, pension and benefits
Brad's salary, pension and benefits will continue to be paid or provided, on the same basis as at present, until the end of his employment.
Brad will be eligible to receive an annual bonus for the current financial year to 31 July 2019 which will be determined by the Remuneration Committee. In relation to the corporate element of the annual bonus, which represents 75% of the total available award, and in relation to the strategic objectives element of the award, which represents the remaining 25% of the total available award, Brad will be treated consistently with the Chief Executive Officer of the Company, who has the same corporate metrics and targets, and strategic objectives.
Payment of the annual bonus will be made at the same time as payment is made to the Chief Executive Officer, with the amount up to 50% of salary being paid in cash and the remainder delivered in shares under the Company's deferred bonus arrangements. Deferred shares are subject to a two year holding period.
Brad will not be eligible to receive any bonus for the 2019/20 financial year.
The 64,174 shares awarded to Brad under the Company's deferred bonus arrangements in respect of the 2017/18 financial year shall continue to vest, subject to the terms of the deferred bonus arrangements, at the expiry of their two year holding period.
Long Term Incentives
Brad's unvested awards under the Company's long term incentive plan will vest in line with the original vesting dates, subject to satisfaction of the performance conditions. The 2017 and 2018 awards will be pro-rated such that the 2017 award will be reduced by one third, and the 2018 award shall be reduced by two thirds. The 2016 award will not be pro-rated. These awards (totalling 421,316 shares, after applying the above reductions) will continue to accumulate dividend equivalents until they are released, subject to the rules of the plan. The awards will remain subject to the clawback provisions of the plan for a two year period following the end of their three year performance periods.
Brad will not receive any further long-term incentive awards.
In connection with entering into a settlement agreement with the Company, Brad will receive a termination payment of £20,000.
17 June 2019