9 May 2017
RIGHTMOVE PLC (‘RIGHTMOVE’ or ‘THE
COMPANY’)
SECTION 430(2B) COMPANIES ACT 2006 STATEMENT – NICK MCKITTRICK
Following the announcement on 24 February
2017, Rightmove confirms that Nick
McKittrick (Nick) has today stepped down from the Board as
Chief Executive Officer and will retire from Rightmove on 30 June
2017.
All payments as described below are in line with the Company’s
stated Remuneration Policy for (published in the 2016 Annual
Report), and approved by shareholders at the 2017 AGM held
today.
The arrangements below were carefully considered by the
Remuneration Committee in consultation with its advisor New Bridge
Street, and reflect the fact that Nick has been determined to be a
“good leaver” by the Committee.
Salary and benefits
Nick will be available to support the new Chief Executive
Officer, Peter Brooks-Johnson, until
his leaving date of 30 June 2017 to
ensure a smooth transition. He will continue to receive his
base salary and other contractual benefits, including health and
medical insurance for that period at the level set out in the
Company’s 2016 Annual Report. No payment will be made in lieu
of any unexpired period of notice.
2016 Annual bonus and Deferred Share
Bonus
Nick was employed for the full financial year ended 31 December 2016 and is entitled to participate
Rightmove’s annual bonus plan.
On 1 March
2017, the Remuneration Committee agreed that a bonus award
of 92% (after consideration of the relevant performance criteria)
of the maximum award would be made to Nick, in line with the other
executive directors, equating to:
-
a cash bonus of 46% of basic salary; and
-
a deferred share bonus award of 69% of basic salary.
Nick will not be eligible to participate in the annual bonus
plan for 2017.
Share-based incentives
Rightmove Performance Share Plan
(‘PSP’)
Nick will be treated as a good leaver and, in accordance with
our Policy, unvested PSP awards will be pro-rated to 30 June 2017 (his leaving date) and vest on the
original vesting dates, subject to the achievement of TSR and EPS
performance criteria. These awards will be exercisable for 12
months from the original vesting dates. PSP awards which have
already vested but remain unexercised will be exercisable until
30 June 2018, being 12 months from
Nick’s leaving date.
Details of unexercised PSP awards (based on the maximum possible
vesting if EPS and TSR performance conditions are fully met) are
set out in the table below:
Award Date |
Performance Period |
Normal Vesting Date |
Award
(number of shares) |
Pro-rated award (number of shares) |
8 March 2013 |
1 January 2013 to
31 December 2015 |
8 March 2016 |
33,465(i) |
33,465(i) |
3 March 2014 |
1 January 2014
to 31 December 2016 |
3 March 2017 |
31,070(ii) |
31,070(ii) |
2 March 2015 |
1 January 2015 to 31 December 2017 |
2 March 2018 |
29,321 |
22,805(iii) |
1 March 2016 |
1 January 2016 to 31 December 2018 |
1 March 2018 |
21,912 |
9,739(iii) |
-
No pro-rating applies; includes rolled up dividend of 1,186
shares.
-
No pro-rating applies; includes rolled up dividend of 1,052
shares.
-
Pro-rated to 30 June 2017 and
subject to TSR and EPS related performance conditions.Dividend
roll-up to be approved by the Remuneration Committee on
vesting.
Rightmove Deferred Share Bonus Plan
(‘DSP’)
In accordance with our Policy, DSP awards granted in respect of
prior years’ performance will remain capable of vesting in full and
therefore:
- Nick’s vested but unexercised DSP awards will be exercisable
for 12 months from 30 June 2017;
and
- unvested DSP awards will vest on the original vesting dates and
be exercisable for 12 months from vesting.
Award Date |
Performance Period |
Normal Vesting Date |
Award
(number of shares) |
2 March 2015 |
1 January 2014 to 31 December 2014 |
2 March 2017 |
7,546 |
1 March 2016 |
1 January 2015 to 31 December 2015 |
1 March 2018 |
7,901 |
1 March 2017 |
1 January 2016 to 31 December 2016 |
1 March 2019 |
7,333 |
Rightmove Sharesave Plan (‘SAYE)
Nick’s outstanding options under the all-employee SAYE will be
treated in accordance with the terms of the plan rules.
The relevant remuneration details relating to Nick McKittrick will be included in the
Directors' Remuneration Report in the Annual Report and Accounts
for the year ending 31 December
2017.
In accordance with section 430(2B) of the Companies Act 2006,
the information contained in this document will be made available
on the Company's website until the Company's next Directors'
Remuneration Report is made available.
-Ends-
Contact:
Sandra Odell
Company Secretary
Telephone: 01908 712058
Peter Williams
Remuneration Committee Chairman
Telephone: 01908 712058