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80 Experian Annual Report 2012 Governance
Report on directors’ remuneration continued
Performance Share Plan
Details of awards made to directors under the PSP are set out in the table below.
Date of
award
Experian
share
price on
date of
award
Plan
shares
held at
1 April
2011
Plan
shares
awarded
during the
year
Plan
shares
vested
during the
year
Plan
shares
lapsed
during the
year
Experian
share
price on
date of
vesting
Total
plan
shares at
31 March
2012
Normal
vesting
date
Don Robert 11.10.06 560.0p 199,084 –199,084 –740.0p
18.06.09 464.0p 552,453 – – – – 18.06.12
03.06.10 636.0p 317,316 – – – – 03.06.13
15.0 6.11 785.0p –233,006 – – – 15.06.14
1,072,775
Paul Brooks 11.10.06 560.0p 107,198 –107,198 –740.0p
18.06.09 464.0p 198,275 –187,259 11,016 864.5p
03.06.10 636.0p 151,515 –92,592 58,923 864.5p
15.0 6.11 785.0p –124,129 34,480 89,649 864.5p
–
Chris Callero 11.10.06 560.0p 114,855 –114,855 –740.0p
18.06.09 464.0p 236,765 – – – – 18.06.12
03.06.10 636.0p 203,519 –––– 03.06.13
15.0 6.11 785.0p –149,124 ––– 15.06.14
589,408
Notes:
1. Awards made in October 2006 were subject to performance conditions with a performance period which ended in October 2009. As detailed in the 2010 report,
the outcome of these performance conditions was such that 80.7% of these awards vested. The vesting date was 11 October 2011 when the Experian share
price was 740.0p. Dividend equivalents were paid to Paul Brooks, Chris Callero, and Don Robert on their vested shares. They received £67,535, US$122,321 and
US$212,024 respectively.
2. The awards granted in June 2009 are subject to performance conditions measured over the three years ending on 31 March 2012. 75% of an award will vest
subject to the achievement of a growth in PBT target: 25% of this part of an award will vest if growth in PBT is at least 4% per annum on average. Vesting
increases on a straight-line basis such that this part of the award will vest in full if growth in PBT is at least 8% per annum on average. 25% of an award will vest
subject to the achievement of a TSR target: 25% of this part of an award will vest if the TSR of Experian is at least equal to that of the FTSE 100 Index. Vesting
increases on a straight-line basis such that this part of the award will vest in full if Experian’s TSR exceeds that of the FTSE 100 Index by at least 25%. Vesting of
these awards is also subject to satisfactory ROCE performance. The Company’s performance was such that 100% of the awards will vest on 18 June 2012.
3. The performance periods in respect of the awards made in June 2010 and June 2011 are 1 April 2010 to 31 March 2013 and 1 April 2011 to 31 March 2014
respectively. The performance conditions attached to these awards are detailed in the section entitled ‘PSP performance metrics’ on page 73.
4. Paul Brooks died on 6 January 2012 and, in line with the rules of the Performance Share Plan, outstanding awards vested on that date and were pro-rated for
time.
Executive directors’ pension arrangements
Don Robert is provided with benefits through a Supplementary Executive Retirement Plan (‘SERP’) which is a defined benefit arrangement in
the US. The figures below are in respect of his SERP entitlement. He is also entitled to participate in the US defined contribution arrangement
(401k Plan). The employer contributions to this arrangement during the year were nil (2011: nil).
Paul Brooks was a member of the registered Experian UK defined benefit pension scheme until his death on 6 January 2012. His benefits within
the scheme were restricted by an earnings cap with benefits in excess of this cap provided for through the Experian Limited Secured Unfunded
Retirement Benefit Scheme (SURBS). The closing figures in the table below in respect of Paul are given at date of death rather than as at
31 March 2012.
Chris Callero participated in the US defined contribution arrangement (401k Plan) during the year and the employer contributions to this
arrangement were US$7,104 (2011: $6,882).