Investor Presentaiton
BOOHOO GROUP PLC
DIRECTORS' REMUNERATION REPORT
CONTINUED
ANNUAL REPORT AND ACCOUNTS 2021
// GOVERNANCE
CHANGES TO THE REMUNERATION POLICY
In general, we believe that our pay philosophy and the broad structure of our remuneration policy has served the company well and has been a key
factor in driving exceptional levels of performance. We intend to retain the overall broad framework but, as explained in the Annual Statement
by the Chairman of the Remuneration Committee, we intend to make a number of changes to improve the alignment with shareholders and key
stakeholders in the business. The revised policy is as follows:
Purpose and
link to strategy
Element
Base salary
To aid
recruitment and
retention
To reflect
experience and
expertise
To provide an
appropriate level
of fixed basic
income
Annual
To reward the
bonus
annual delivery of
short to medium-
term objectives
relating to the
business strategy
Operation
.
.
.
.
.
Normally reviewed annually, with any
increase usually becoming effective
1 May
Set initially at a level required to recruit
suitable executives, reflecting their
experience and expertise
Any subsequent increase influenced by:
-
- Scope of the role
- Experience and personal performance
in the role
- Average change in total workforce
salary
- Performance of the group
- External economic conditions, such as
inflation
Account taken of practice in comparable
companies (e.g. those of a similar size and
complexity)
No recovery or withholding provisions
apply
All bonus payments are at the discretion
of the Committee
.
Not pensionable
year
Maximum
opportunity
.
Annual increases
will generally be
restricted to those
of the
of the
average
wider workforce
Increases beyond
those awarded to
the wider workforce
(in percentage of
salary terms) may be
awarded in certain
circumstances,
such as where
there is a change
in responsibility or
experience, or a
significant increase
in the scale or
complexity of the role
and/or size and value
of the
company
.
Up to 200% of salary
.
for Mahmud Kamani
and Carol Kane, up
Framework used to assess
performance
The Committee reviews the
salaries of executive directors
each year, taking due account of
all the factors described in the
salary policy
Element
Long-Term
Incentive
Plan ('LTIP')
Growth
Share Plan
Management
Payable following the end of the
based on targets set at the start of the
year
Targets are set and/or reviewed annually
With effect from the financial year
ending 28 February 2022, a minimum
of one-third of any bonus earned must
be invested in shares and held for at least
two
> years. The remainder of the bonus is
payable in cash
Recovery provisions apply in certain
circumstances at the discretion of the
Committee (including where there
has been a misstatement of accounts,
an error in assessing any applicable
performance condition, misconduct
on the part of the participant, serious
reputational damage to the company,
and/or corporate failure)
to 150% of salary for
John Lyttle and up
to 100% of salary for
all other executive
directors, dependent
on performance
Bonuses are based on
performance measures with
appropriate targets set and
assessed by the Committee
at its discretion
Those financial measures which
are identified as the key indicators
of success against the strategy
(e.g. EBITDA and revenue) will
represent the majority of bonus,
with other measures (e.g.
any
strategic, ESG and/or personal
objectives), where appropriate,
representing the balance
Performance is measured over a
single financial year
30% of maximum bonus will be
payable for achievement of a
threshold level of performance,
rising to 100% of maximum bonus
for reaching stretch targets
• Measures and weightings may
change each year to reflect any
year-on-year changes to business
priorities at the discretion of the
Committee
Targets for threshold and stretch
performance will be disclosed
retrospectively
Incentive Plan
(MIP)
.
Purpose and
link to strategy
.
.
.
.
.
Intended to align
the long-term
interests of
senior executives
with those of
shareholders
Neil Catto is the
only executive
director to
participate in this
plan
To incentivise
the delivery of
key strategic
objectives over
the longer term
Intended to align
the long-term
interests of the
CEO with those
of shareholders
To incentivise
the delivery of
key strategic
objectives over
the longer term
Intended to align
the long-term
interests of
certain executive
directors
(Mahmud
Kamani, Carol
Kane and Neil
Catto) and
senior executives
with those of
shareholders
To incentivise
the delivery of
key strategic
objectives over
the longer term
Operation
.
Awards are normally granted in the form
of nominal cost options
Ability to exercise is dependent on
performance targets being met during
the performance period and continued
service of the directors
Recovery and withholding provisions
apply in certain circumstances at
the discretion of the Committee
(including where there has been a
misstatement of accounts, an error in
assessing any applicable performance
condition, misconduct on the part of the
participant, serious reputational damage
to the company, and/or corporate failure)
John Lyttle was required to pay an
amount to the company on grant of the
award. This investment is intended to
reflect his commitment to the
group
Vesting of the award is dependent on
performance targets being met during
the performance period and John Lyttle's
continued service
Recovery and withholding provisions
apply in certain circumstances at
the discretion of the Committee
(including where there has been a
misstatement of accounts, an error in
assessing any applicable performance
condition, misconduct on the of the
part
participant, serious reputational damage
to the company, and/or corporate failure)
Participants were required to pay an
amount to the company on grant of the
award. This investment is intended to
reflect their commitment to the group
Vesting of the award dependent on
performance targets being met during
the performance period and continued
service of the participants
Recovery and withholding provisions
apply in certain circumstances at
the discretion of the Committee
(including where there has been a
misstatement of accounts, an error in
assessing any applicable performance
condition, misconduct on the part of the
participant, serious reputational damage
to the
company, , and/or corporate
failure)
Maximum
opportunity
.
.
The maximum annual
limit contained within
the plan rules is 150%
of salary for executive
directors
Awards are at the
discretion of the
Committee and may
be made at lower
levels than this
Exceptionally, at
the discretion of the
Committee, awards
may be made in
excess of 150% of
salary per annum
The maximum value
that can be paid out
to John Lyttle is £50
million (satisfied at
the discretion of the
company by either
cash or boohoo
group
plc shares valued at
the end of the five-
year performance
period)
The maximum value
that can be paid out
to all participants is
£150 million (satisfied
at the discretion
of the company by
either cash or in
boohoo group plc
shares valued at the
end of the three-year
performance period)
The maximum value
that can be paid out
to Mahmud Kamani
and Carol Kane is
£50 million each
⚫ The maximum value
that can be paid out
to Neil Catto is £10
million
.
..
Framework used to assess
performance
.
.
Award vest based on challenging
targets measured over a three-
year period and are dependent
upon continued service
At least half of awards will
normally be based on financial
performance metrics (such as,
inter alia, PBT or EPS)
Prior to each award, the
Committee will set threshold
and stretch targets along
with an intermediate vesting
range. Details of these will
be disclosed in the annual
report on remuneration for
the in which the award
year
was granted unless the targets
are commercially sensitive, in
which case they will be disclosed
retrospectively
The performance measure is
based on the compound annual
growth rate of the company's
market capitalisation measured
over a five-year performance
period
In addition, John Lyttle has agreed
to an amendment to the terms of
the award such that vesting of any
part of the award will require the
successful implementation of the
Agenda for Change programme
The performance measure is
based on the achievement of
stretching increases in market
capitalisation measured over a
three-year performance period
starting in June 2020
In addition, all participants have
agreed to an amendment to
the terms of their award such
that vesting of any part of the
award will require the successful
implementation of the Agenda for
Change programme
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