Experian 2014 Annual Report Download - page 94

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Annual report on remuneration continued
Payments to former directors
There were no payments to former directors in the year ended 31 March 2014.
Payments for loss of office
There were no payments for loss of office in the year ended 31 March 2014.
Statement of directors’ shareholding and share interests
The Committee believes it is important that executives build up a significant holding in Experian shares, to align their interests with
those of shareholders. Therefore, the Committee has established guidelines under which the Chief Executive Officer should hold the
equivalent of three times his base salary in Experian shares and other executive directors should hold two times their base salary
(including invested shares held under the CIP). Until the shareholding guideline is met an executive director is expected to retain at
least 50% of any shares vesting (net of tax) under a share award. Unvested shares are not taken into account in determining whether
the guideline has been met.
Don Robert and Chris Callero significantly exceed these guidelines. Brian Cassin is building his shareholding up to the level required
by the guidelines.
Experian also has guidelines for its non-executive directors to build up a holding in the Company’s shares equal to their annual fee.
Each financial year the first quarter’s net fee is used to purchase Experian shares until they reach this holding.
The interests of the directors (and their connected persons) in the Company’s ordinary shares are shown below. Shares are valued
for these purposes at the closing share price on 31 March 2014 which was £10.81.
Shares held
in Experian
plc at
31 March
2014(1)
Matching awards under
CIP (2) Awards under the PSP (3)
Vested but
unexercised
share options
Percentage
of salary/
fees held in
shares under
shareholding
guideline (4)
Shareholding
guideline met
as at
31 March 20142013 2012 2011 2013 2012 2011
Chairman
Sir John Peace 1,263,340 – – – – – – – 3,642% Yes
Executive directors
Don Robert (5) 1,389,942 251,980 423,994 443,046 172,864 219,063 233,006 265,275 (6) 1,567% Yes
Chris Callero (5) 358,229 160,942 271,356 28 4,160 110,004 139,918 149,124 –635% Yes
Brian Cassin (7) 58,811 113,0 08 – – 76,827 202,074 – – 137% No
Non-executive directors
Fabiola Arredondo 20,000 – – – – – – – 197% Yes
Roger Davis 60,000 – – – – – – – 476% Yes
Alan Jebson 25,000 – – – – – – – 189% Yes
Deirdre Mahlan (8) 10,000 – – – – – – – 98% No
George Rose 20,000 – – – – – – – 197% Yes
Sir Alan Rudge 24,003 – – – – – – – 147% Yes
Judith Sprieser 14,402 – – – – – – – 142% Yes
Paul Walker 15,000 – – – – – – – 148% Yes
(1) For regulatory purposes, as at 6 May 2014, there had been no changes in the above interests.
(2) Matching shares granted to Don Robert and Chris Callero are conditional share awards. Those granted to Brian Cassin are in the form of nil-cost options. All matching
awards under the CIP are subject to performance conditions, as follows:
Benchmark PBT growth (50% of an award)
Vesting*
No match 1:1 match 2:1 match
2011 Below 7% 7% 14%
2012 Below 7% 7% 14%
2013 Below 7% 7% 14%
* Straight-line vesting between the points shown
Operating cash flow (50% of an award)
Vesting*
No match 1:1 match 2:1 match
2011 Below US$3.0bn US$3.0bn US$3.4bn
2012 Below US$3.7bn US$3.7bn US$ 4.1bn
2013 Below US$3.8bn US$3.8bn US$4.2bn
* Straight-line vesting between the points shown
In addition, vesting of awards is subject to the Committee being satisfied that the vesting is not based on financial results which have
been materially misstated.
Governance • Report on directors’ remuneration