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Capita Plc (CPI)

  Print          Annual reports

Tuesday 05 April, 2022

Capita Plc

Director/PDMR Shareholding

Capita plc

(the “Company”)

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

5 April 2022 

As described in the 2021 Annual Report, Capita has on 4 April 2022, awarded its 2022 restricted share awards (“RSAs”) as set out below.

The CEO’s award has been reduced from the normal 150% of salary award level to 100% of salary to reflect the prevailing share price. This is a further reduction from the 2021 RSA of 125% of salary.  The Remuneration Committee (“Committee”) is satisfied that the reduction in the 2022 award level (a third lower than the normal level approved by shareholders as part of remuneration policy in 2021) and the resulting number of shares under award, is appropriate given that:

  • the Total Shareholder Return (“TSR”) underpin will operate for the second RSA grant in a row (which will effectively act as a performance condition given that the 2022 RSAs will not vest unless Capita’s TSR over three years is positive).  While the Committee had originally envisaged only applying the TSR underpin to the 2021 RSAs, the application of this additional shareholder protection, in addition to the normal underlying financial performance underpin, is considered appropriate in light of the prevailing share price; 
  • the Committee has set the starting share price for the TSR underpin at 36.5 pence (i.e. significantly above the share price at the date of grant meaning that the 2022 RSA grant starts significantly “underwater”); and
  • the 2020 LTIP was scaled back materially more than market norms (by 70% compared to normal award levels).

The CFO’s 2022 RSA was also granted at 100% of salary given that the Committee wishes to ensure that the CFO is appropriately retained and incentivised and aligned to the CEO. The Committee is satisfied that this award level, and the resulting number of shares under award, is appropriate given Tim Weller’s very recent recruitment and the challenging TSR underpin which applies to the 2022 RSA, particularly given that the TSR underpin was not originally intended to apply when the CFO’s remuneration package was agreed in 2021.

As such, the Committee is satisfied that the approach adopted for the CEO and CFO appropriately balances the need to retain and incentivise the management team to drive sustainable improving financial performance whilst continuing to strengthen the balance sheet and deliver shareholder returns following the completion of Capita’s transformation.

The information set out below is provided in accordance with the requirements of Article 19(3) of the EU Market Abuse Regulation No 596/2014

1 Details of the person discharging managerial responsibilities / person closely associated
a)  Name  1. Jonathan Lewis
2. Tim Weller
3. Andy Start
4. Aimie Chapple
5. Kathy Quashie
6. Claire Denton
7. Scott Hill
2 Reason for the notification
a)  Position/status  1. Chief Executive Officer (Director)
2. Chief Financial Officer (Director)
3. CEO, Capita Public Service
4. CEO, Capita Experience
5. Chief Growth Officer
6. Chief General Counsel & Company Secretary
7. Chief People Officer
b)  Initial notification
Initial notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)  Name Capita plc
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)  Description of the financial instrument, type of instrument Ordinary shares of 2 1/15p each
Identification code  GB00B23K0M20
b)  Nature of the transaction Grant of nil cost options over Capita ordinary shares under the Capita Plc Executive Plan 2021
c)  Price(s) and volume(s) 1. Jonathan Lewis, Chief Executive Office
Price(s) Volume(s)
£nil 3,481,985
  2. Tim Weller, Chief Financial Officer
£nil 2,537,008
  3. Andy Start, CEO, Capita Public Service
£nil 1,471,945
  4. Aimie Chapple, CEO, Capita Experience
£nil 1,461,252
  5. Kathy Quashie, Chief Growth Officer
£nil 1,384,880
  6. Claire Denton, Chief General Counsel & Company Secretary
£nil 1,285,960
  7. Scott Hill, Chief People Officer
£nil 872,824
d)  Aggregated information
-Aggregated volume

Price(s) Volume(s)
£nil 12,495,854

e)  Date of transaction

4 April 2022
f)  Place of transaction Outside of a trading venue

a d v e r t i s e m e n t