16 OCTOBER 2006
FOR IMMEDIATE RELEASE
MISYS PLC APPOINTS MIKE LAWRIE GROUP CHIEF EXECUTIVE
The Board of Misys plc ("Misys" or "the Company") today (16 October 2006)
announces that Mike Lawrie will join the Board as Group Chief Executive with
effect from 1 November 2006. He brings a wealth of IT and software industry
expertise to the role and the Board is confident that he is the ideal candidate
to drive the Company forward and deliver value for all stakeholders.
Mike Lawrie was previously a general partner with ValueAct Capital, a private
investment firm headquartered in San Francisco, CA. Prior to joining ValueAct,
he was Chief Executive of Siebel Systems, the international software and
solutions company, from 2004 -2005.
Mike spent 27 years with IBM where he rose to become Senior Vice President and
Group Executive, Sales and Distribution, one of the company's most senior
executives. From 1998 - 2001 he was responsible for all of IBM's EMEA
operations, based in Paris. From 1995-97, he led aspects of IBM's business
operations in Asia Pacific, based in Tokyo.
Sir Dominic Cadbury, Misys plc Chairman said: "We are extremely pleased to have
secured someone of Mike's calibre who brings with him both software and
services expertise and a substantial track record. His significant experience
of refocusing international organisations and driving operational excellence
across complex businesses will be invaluable to take Misys forward."
Mike Lawrie commented: "I am very excited to be joining Misys and taking on the
challenge of returning it to levels of sustained growth and success. Misys is
very well established in its markets, has a great range of valuable products,
an enviable client list and a very talented workforce. My task will be to
leverage these assets and provide strategic direction to help the Company drive
value for shareholders, customers and employees."
Mike Lawrie is a Director of Symbol Technology, Inc and Good Technology, Inc.
He previously served on the US Advisory Board of NTT DoCoMo and as a Director
of SSA Global, Inc. He is a Trustee of Ohio University.
Mike Lawrie will receive a remuneration package that has been designed to align
his financial reward directly with the performance of Misys and the interests
of its shareholders. Information about Mike's remuneration package, his career
history and ValueAct appear in the notes to this announcement.
Other than as set out in this announcement, no additional information is
required to be disclosed pursuant to Listing Rule 9.6.13.
The principle behind Mike Lawrie's remuneration package is to align his
financial reward directly with the performance of Misys and the interests of
its shareholders. His awards are consistent with best practice and provide a
strong and direct link to the restoration of value to shareholders. There is no
payment under the incentive plan unless the share price increases.
In a further move to strengthen the direct link between the interests of the
Chief Executive and those of shareholders, in terms of value creation, Mike
Lawrie will invest £500,000 of his own money in Misys shares.
Mike's base salary will be £550,000 per annum, subject to annual review. There
will be a maximum annual bonus opportunity of up to 200% of salary, which will
be pro-rated for the first year in line with the employment period. The bonus
for the financial year of appointment will be based on Group Operating Profit.
Targets for future awards will be established by the Remuneration Committee at
the commencement of each financial year and will be based on an appropriate mix
of financial and business objectives. In line with the arrangements for other
executive directors, up to 50% of his bonus will be deferred into Misys shares
for two years, subject to continued employment.
On joining, Mike Lawrie will be made a one-off award under the Transformation
Incentive Plan as follows:
* As set out above, Mike Lawrie will invest £500,000 in Misys shares which
must be retained over the performance period.
* In return, he will be made a matching award of:
* share options with a face value of 4 x the personal investment; and
* performance shares with a face value of 4 x the personal investment.
* Awards will vest based on the extent to which the share price has increased
over the period, based on the vesting schedule below.
Share price % of award that
With straight-line vesting between each point.
* The assessment of the extent to which the performance conditions have been
met will be based on the highest average share price over a period of 20
consecutive trading days during the period. No portion of any award will
vest unless the share price at the date of vesting is higher than the share
price at the time the awards were made.
* Awards will vest on the fifth anniversary of the commencement of employment
subject to the achievement of the share price targets above, with an
opportunity for early vesting on the third and fourth anniversary to the
extent to which the performance conditions have been met at these dates.
* There will be no further testing of awards following the fifth anniversary.
* Awards are contingent upon Mike Lawrie maintaining his level of personal
investment over the performance period. Unvested awards will lapse pro-rata
to reflect any change in the level of investment held.
* Awards will be settled using shares purchased in the market or held in
From June 2007, the annual long term incentive plans applicable to the existing
executive directors will also apply to Mike Lawrie.
The Company will contribute 20% of base salary into pension arrangements. Mike
Lawrie will be entitled to normal benefits (e.g. medical and life assurance).
He will also be entitled to certain benefits in relation to his relocation
(e.g. accommodation and expatriate tax advice).
The notice period for Mike Lawrie is 12 months, although notice cannot be given
by Misys in the first 6 months of his employment.
Information about ValueAct Capital
Mike Lawrie was previously a partner at ValueAct Capital, a private investment
firm based in San Francisco, CA with approximately US$4.6 billion in assets.
ValueAct Capital may or may not make investments in Misys plc securities.
Mike Lawrie - Further career details
2005-Oct 2006 VA Partners, LLC
2004-2005 Siebel Systems inc
Chief Executive Officer
1977-2004 IBM corporation
2001-2004 Senior Vice President and Group Executive,
Sales and Distribution
Responsibilities included IBM's sales and
distribution operations worldwide, including
revenue, profit and customer satisfaction in
more than 160 countries. In this role he led
IBM's 40,000 person direct sales force,
business partners and IBM.com channels, which
account for worldwide sales of all IBM products
1998-2001 General Manager, IBM Europe, Middle East,
1997-1998 General Manager, Network Computing Division, US
1996-1997 General Manager, Industries, IBM, Asia Pacific,
1995-1996 General Manager, Software IBM Asia Pacific,
1992-1995 General Manager, Great Lakes Area, US
Prior to the 90s a range of marketing,
operational and financial roles in IBM
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About Misys plc
Misys plc (FTSE: MSY.L), the global software company, is one of the world's
largest and longest-established providers of industry-specific software.
Founded in 1979, Misys serves the international banking and healthcare
industries, combining technological expertise with in-depth understanding of
customers' markets and operational needs. In banking Misys is a market leader
with over 1,200 customers, including 49 of the world's top 50 banks. In
healthcare Misys is also a market leader, serving more than 110,000 physicians
in 18,000 practice locations, 1,200 hospitals and 600 home care providers.
Through Sesame, a wholly-owned subsidiary, the company is also a leading
provider of support services to financial advisers in the UK. Misys employs
around 6,000 people who serve customers in more than 120 countries. For more
information, visit www.misys.com