National Grid 2015 Annual Report Download - page 74

Corporate Governance
Directors’ Remuneration Report continued
Performance conditions for LTPP awards granted during the financial year (audited information)
Weighting Conditional share awards granted – 2014
Performance measure Andrew Bonfield Steve Holliday Tom King John Pettigrew Threshold – 20% vesting Maximum – 100% vesting
Group RoE 50% 50% 25% 25% 11.0% 12.5% or more
UK RoE 25% 1 percentage point above the
average allowed regulatory return
3.5 percentage points or more above
the average allowed regulatory return
US RoE 25% 90% of the average allowed
regulatory return
105% or more of the average allowed
regulatory return
Value growth 50% 50% 50% 50% 10.0% 12.0% or more
DSP (conditional award) granted during the financial year (audited information)
The 2014 award (granted 17 June 2014) is the final DSP award that will be made and relates to the 2013/14 award made under the previous
remuneration policy.
DSP Basis of award Face value ’000 Number of shares Release date
Andrew Bonfield 50% of APP value £395 47, 0 4 8 17 June 2017
Steve Holliday 50% of APP value £585 69,653 17 June 2017
Tom King 50% of APP value $482 6,566 (ADSs) 17 June 2017
John Pettigrew 33% of APP value £120 14,350 17 June 2017
Nick Winser 50% of APP value £352 41,924 17 June 2017
1. The face value of the awards is calculated using the share price at the date of grant (17 June 2014) (£8.3922 per share and $73.4150 per ADS).
2. The award made in 2014/15 is 50% of the 2013/14 APP value except for John Pettigrew.
3. The award made in 2014/15 for John Pettigrew is 33% of the 2013/14 APP value to reflect his terms before his appointment to the Board on 1 April 2014.
Conditions for DSP awards granted during the nancial year
DSP awards are subject only to continuous employment.
Payments for loss of office (audited information)
Payments made to Directors for loss of office during 2014/15 were as follows:
Description Amount
Tom King Payment in lieu of notice.
Remuneration Committee exercised its discretion to award ‘good
leaver’ status for outstanding 2011, 2012, 2013 and 2014 LTPP
awards and DSP awards.
Date of leaving: 31 March 2015.
$692,388 paid in April 2015.
86,043 awards remain outstanding, having beenprorated for time served
during the performance period (LTPP awards: 2011: 11,385; 2012: 40,200;
2013: 22,542; 2014: 11,916). Awards remain subject to performance
conditions, measured at normal performance measurement date.
DSP awards vest on the termination date (DSP awards: 2012: 11,332 (ADSs);
2013: 7,119 (ADSs); 2014: 6,566 (ADSs)).
Nick Winser Statutory redundancy payment.
Remuneration Committee exercised its discretion to award ‘good
leaver’ status for outstanding 2011, 2012 and 2013 LTPPawards and
DSP awards.
Immediate payment of accrued pension benefits from date ofleaving.
In accordance with the scheme rules, and as for all scheme
members, there is no enhancement to or reduction of the accrued
benefits for redundancy leavers.
Option to exchange pension for lump sum payable at date of leaving.
Stepped down from the Board at 2014 AGM on 28 July 2014.
Date of leaving: 31 July 2015.
£11,925 payable in August 2015.
295,047 awards remain outstanding, having been prorated for time served
during performance period (LTPP awards: 2011: 43,746; 2012: 154,049;
2013:97,252). Awards remain subject to performance conditions, measured
at normal performance measurement date. DSP awards vest on the
termination date (DSP awards: 2012: 39,682; 2013:33,741; 2014: 41,924).
£715,000 lump sum payable in August 2015.
£24,000 residual pension payable monthly from 1 August 2015 increasing
annually with inflation.
The lump sum and residual pension figures are subject to final member
option confirmation and may vary depending on the changes in inflation
atdate of leaving.
Payments to past Directors (audited information)
There were no payments made to past Directors during 2014/15.
Shareholder dilution
Where shares may be issued or treasury shares reissued to satisfy incentives, the aggregate dilution resulting from executive share-based
incentives will not exceed 5% in any 10 year period. Dilution resulting from all incentives, including all-employee incentives, will not exceed
10% in any 10 year period. The Committee reviews dilution against these limits regularly and under these limits the Company, as at
31March 2015, had headroom of 4.12% and 7.95% respectively.
Statement of Directors’ shareholdings and share interests (audited information)
The Executive Directors are required to build up and hold a shareholding from vested share plan awards. Deferred share plan awards are
not taken into account for these purposes until the end of the deferral period. Shares are valued for these purposes at the 31 March 2015
price, which was 865 pence per share ($64.61 per ADS) except for Nick Winser whose shares are valued at the 28 July 2014 share price
of 879 pence per share.
The following table shows how each Executive Director complies with the shareholding requirement and also the number of shares
ownedby the Non-executive Directors, including connected persons. For Philip Aiken, Maria Richter and Nick Winser, the shareholding
isas at the date they stepped down from the Board. For all others it is as at 31 March 2015.
72