Peachtree 2015 Annual Report Download - page 88

PSP awards granted in FY15
Awards were granted under the PSP on 12 January 2015 to selected senior employees, including the executive directors, in the form of conditional
share awards. Awards are subject to the same performance conditions as applied to awards granted in 2013 (as disclosed above) and will vest,
subject to satisfaction of those performance conditions, on the third anniversary of the date of grant.
Type of award
Maximum number
of shares
Face value
(£)
Face value
(% of salary)
Threshold vesting
(% of award) End of performance period
Stephen Kelly Performance shares 426,842 £1,975,000 250% 20% 30 September 2017
Steve Hare 267,127 £1,236,000 250% 20% 30 September 2017
As disclosed in last year’s Remuneration Report, as part of his recruitment arrangement Stephen Kelly received an additional one-off PSP award on
12 January 2015, in order to further align his interests with shareholders. This award will vest on the sixth anniversary of grant, subject to satisfaction
of a performance condition based on Sage’s TSR measured over a six year period. In order for the award to vest, Sage’s TSR must have been at least
15% (CAGR) over the performance period. If this underpin condition is met, 20% of the award vests if Sage’s TSR is median relative to FTSE 100
companies (excluding financial services and extracting companies), increasing to 100% of the award vesting if Sage’s TSR is upper quartile.
Type of award
Maximum number
of shares
Face value
(£)
Face value
(% of salary)
Threshold vesting
(% of award) End of performance period
Stephen Kelly Performance shares 213,421 £987,500 125% 20% 30 September 2020
– The face value of PSP awards has been calculated using the share price on the day before the date of grantof 462.7p.
Remuneration for the departed Chief Executive Officer for FY15
Guy Berruyer retired from the Board on 5 November 2014. He remained an employee of the Group until 31 March 2015 and continued to receive
salary, pension and benefits (excluding the housing allowance) totalling £398,000until thedate of cessation of his employment. He did not receive
a bonus payment in relation to his period as an employee aer retiring from the Board; he also did not receive a PSP award in 2015.
Guy Berruyer exercised 189,082 options on 16 December 2014 and the remaining 184,638 options on 19 May 2015. The aggregate pre-tax gains on
the exercise of share options were £1,023,115.
Guy Berruyer’s outstanding awards granted under the Sage PSP were retained and will be exercisable in accordance with the plan rules. These
awards will vest at the end of their respective performance periods pro-rata to the time elapsed between the date of grant of the relevant award and
his termination date, and to the extent that the relevant performance targets have been met over the full performance period, including following
cessation of employment.
Change in remuneration of Chief Executive Officer compared to Group employees
The table below shows the percentage change in total remuneration of the Chief Executive Officer with a comparator group of UK employees over
the same time period.
CEO UK Employees
Salary11.3% 5%
Taxable benefits 20% 0%
Annual incentive 322% 27%
1 The percentage change for the CEO is the difference between Guy Berruyer’s and Stephen Kelly’s salaries. The percentage change for UK Group employees shown is the 2015
annual pay review and promotions/market adjustments during 2015. This is consistent with the basis of the disclosure in the 2014 report.
2 On an “underlying” basis, excluding Guy Berruyer’s housing allowance.
3 For annual incentives, the comparator group used is the UK management population. The percentage change in bonus for the Chief Executive Officer compares the payout as
a percentage of salary for Stephen Kelly with that of Guy Berruyer in 2014. The comparison is considered valid as the bonuspolicy did not change between the two years.
Historical executive pay and Company performance
The table below summarises the Chief Executive Officer single figure for total remuneration, annual bonus payout and PSP vesting as a percentage
of maximum opportunity for the current year and previous six years.
CEO 2009 2010 2011 2012 2013 2014 2015
CEO single figure of remuneration (in £’000) Stephen Kelly1–––––1,521
Guy Berruyer2–2,935 1,196 1,670 1,616 108
Paul Walker31,797 2,196 – – – – –
Annual bonus payout (as % maximum opportunity) Stephen Kelly –––––67%
Guy Berruyer –66% 21% 72% 55% 0%
Paul Walker 38% 83% –––––
PSP vesting (as % of maximum opportunity) Stephen Kelly ––––––
Guy Berruyer –61% 0% 0% 0% 64%
Paul Walker 74% 26% – – – – –
1 Stephen Kelly was appointed CEO on 5 November 2014.
2 Guy Berruyer stepped down from the position of CEO on 5 November 2014. The value of his PSP has been excluded from the single figure of remuneration table as the vesting
conditions were satisfied following the cessation of his directorship.
3 Paul Walker resigned as CEO on 1 October 2010.
Directors’ remuneration report continued
Directors’ annual remuneration report continued
The Sage Group plc | Annual Report & Accounts 2015
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