Investor Presentaiton
BOOHOO GROUP PLC
DIRECTORS' REMUNERATION REPORT
CONTINUED
ANNUAL REPORT AND ACCOUNTS 2021
// GOVERNANCE
LONG-TERM SHARE INCENTIVES
Neil Catto holds options under the LTIP subject to the achievement of performance conditions as follows:
No. of ordinary
Name
Option scheme
Neil Catto
Neil Catto
Neil Catto
Neil Catto
2016 LTIP
shares under
option
404,822
Exercise
Date
price pence
of grant
1
30/06/16
2017 LTIP
120,546
1
13/06/17
2018 LTIP
128,744
1
28/06/18
30/06/19 to 30/06/26
13/06/20 to 13/06/27
28/06/21 to 28/06/28
Neil Catto
2019 LTIP
168,570
1
11/12/19
21/04/22 to 21/04/29
Neil Catto
Neil Catto
2016 grant
2020 LTIP
164,865
1
03/11/20
03/11/23 to 03/11/30
Neil Catto
Neil Catto
John Lyttle
John Lyttle
Exercise period
ALL-EMPLOYEE SHARE INCENTIVE PLAN ('SIP')
The HMRC-approved all-employee Share Incentive Plan purchases shares and holds them in trust for the benefit of employees who remain
with the company for three years. There are no performance criteria for the SIP shares. The directors hold the following options over shares
under this scheme:
Name
Neil Catto
No. of ordinary
shares held in trust
Purchase
price pence
Date of
Maturity
grant
6,000
50
14/03/14
date
14/03/17
3,571
28
19/06/15
19/06/18
938
213
27/09/18
27/09/21
884
226
23/08/19
23/08/22
974
370
19/02/21
19/02/24
884
226
23/08/19
23/08/22
974
370
19/02/21
19/02/24
SAVE AS YOU EARN SHARE SCHEME ('SAYE')
The performance targets for the shares granted on 30/06/16 were based upon the achievement of two key criteria, Three-Year Aggregate Adjusted
Earnings per Share (67%) and Total Shareholder Return (33%) over a three-year period to the end of FY2019. Minimum "threshold" and "stretch"
targets were established by the Committee against these criteria. The EPS element vested on a straight-line basis between target intervals from
1.6p for a 25% vesting to 2.4p for 100% vesting. The actual vesting was 100%. The TSR element vested on a straight-line basis between target
intervals from 50% growth in TSR for a 25% vesting to 125% growth in TSR for a 100% vesting. The actual vesting was 100%. The combined vesting
was therefore 100%.
2017 grant
The performance targets for the shares granted on 13/06/17 were based upon the achievement of two key criteria, Three-Year Aggregate Adjusted
Earnings per Share (67%) and Total Shareholder Return (33%) over a three-year period to the end of FY2020. Minimum "threshold" and "stretch"
targets were established by the Committee against these criteria. The EPS element vested on a straight-line basis between target intervals from
7.5p for a 25% vesting to 12p for 100% vesting. The actual vesting was 100%. The TSR element vested on a straight-line basis between target
intervals from 50% growth in TSR for a 25% vesting to 125% growth in TSR for a 100% vesting. The actual vesting was 62%. The combined vesting
was therefore 87.3%.
2018 grant
The performance targets for the shares granted on 28/06/18 were based upon the achievement of two key criteria, Three-Year Aggregate Adjusted
Earnings per Share (67%) and Total Shareholder Return (33%) over a three-year period to five days after publication of the FY2021 Annual Report
and Accounts. Minimum "threshold" and "stretch" targets were established by the Committee against these criteria. The EPS element vests on
a straight-line basis between target intervals from 11.3p for a 20% vesting to 14.9p for 100% vesting. The actual vesting will be 100%. The TSR
element vests on a straight-line basis between target intervals from 20.4% growth in TSR for a 25% vesting to 73.9% growth in TSR for a 100%
vesting.
2019 grant
The performance targets for the shares granted on 11/12/19 are based upon the achievement of two key criteria, Three-Year Aggregate Adjusted
Earnings per Share (67%) and Total Shareholder Return (33%) over a three-year period to the end of FY2022. Minimum "threshold" and "stretch"
s have been established by the Committee against these criteria. The EPS element vests on a straight-line basis between target intervals from
targets
16p for a 20% vesting to 19p for 100% vesting. The TSR element vests on a straight-line basis between target intervals from 55.3% growth in TSR
for a 25% vesting to 84.1% growth in TSR for a 100% vesting.
2020 grant
The performance targets for the shares granted on 03/11/20 are based upon the achievement of two key criteria, Three-Year Aggregate Adjusted
Earnings per Share (67%) and Total Shareholder Return (33%) over a three-year period to the end of FY2023. Minimum "threshold" and "stretch"
targets have been established by the Committee against these criteria. The EPS element vests on a straight-line basis between target intervals from
28p for a 20% vesting to 33p for 100% vesting. The TSR element vests on a straight-line basis between target intervals from 50% growth in TSR
for a 25% vesting to 75% growth in TSR for a 100% vesting. The award granted to Neil Catto on 03/11/20 had a face value of 150% of basic salary.
The HMRC-approved all-employee Save As You Earn scheme allows employees to purchase shares at a 20% discount to market price at date of
grant on the future option date. There are no performance criteria for the SAYE shares. The directors hold the following options over shares under
this scheme:
Name
Neil Catto
John Lyttle
OTHER BENEFITS
Estimated shares to be
purchased at option date
8,297
8,297
Option price
pence
216.9
216.9
Date of
grant
30/10/19
30/10/19
Option
date
30/10/22
30/10/22
In the prior year, and as previously disclosed, a one-off conditional award over 357,446 ordinary shares was made to John Lyttle in compensation
for the loss of short and long-term incentive awards, which lapsed on leaving his previous employer, provided John stayed in his role as Chief
Executive for a period of 12 months to 15 March 2020. The award vested in March 2020 and the value of £1.2 million was recognised in the single
total figure table for the financial year ended 29 February 2020.
PERFORMANCE GRAPH AND TABLE
The graph below illustrates boohoo's total shareholder return since admission in March 2014 relative to two broad equity market indices, the FTSE
AIM 100 index and the FTSE 250 index.
TOTAL SHAREHOLDER RETURN
Value (E) (Rebased)
800
700
600
500
400
300
200
100
0
13/03/14
28/02/15
29/02/16
28/02/17
28/02/18
Boohoo
FTSE 250
28/02/19
29/02/20
28/02/21
-
FTSE AIM 100
78
Source: Datastream (Thomson reutuers)
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