47153 AG Barr Annual Report 2025 AW4 SQ WEB - Flipbook - Page 101
Strategic Report
Corporate Governance
Accounts
Jonathan Kemp
As disclosed in last year's report, Jonathan Kemp retired as a director of the Company on 31 May 2024. However, he remained employed full-time until
30 September 2024, and remains available to the Company on a part-time basis up to and including 30 September 2025.
The following arrangements applied to his remuneration:
Jonathan Kemp received his existing salary and benefits during his six-month notice period in line with his contractual terms and the Policy. He did not receive
any payment in lieu of notice.
Jonathan Kemp remained eligible for an annual bonus for the financial year ended 25 January 2025. The bonus awarded (as disclosed on page 97) was
prorated for the period up to 31 May 2024 to reflect his period of service as an executive director and remains subject to malus and clawback in accordance
with the Policy.
Jonathan Kemp was not eligible to be considered for an annual bonus for the 2025/26 financial year.
Jonathan Kemp retained the deferred shares awarded to him in respect of his bonuses for the financial years ended January 2023 and January 2024. The
shares awarded to him in respect of the financial year ending January 2023 were released at the end of the relevant two-year deferral period subject to
malus and clawback. The shares awarded to him in respect of the financial year ending January 2024 will be released at the end of the relevant two-year
deferral period and remain subject to malus and clawback.
The Remuneration Committee determined that Jonathan was treated as a “good leaver” under the Company’s LTIP. He therefore retained his awards over
shares made to him in April 2022 and April 2023. These awards will vest at their normal vesting dates subject to achievement of the relevant performance
conditions and to prorated based on the proportion of the relevant performance periods for which he was employed as an executive director. The awards
will remain subject to malus and clawback.
Executive director
LTIP
Total
Shares
Jonathan Kemp
2022
72,513
*
**
Value of
award at
grant
(£000)
End of
performance
period
407
25/01/2025
Vesting
Total
number of
shares
vesting
Vesting date
Value
attributable
to share
price
movement
100%
75,788
08/04/2025
25
Value of
Value of
dividend
LTIP shares equivalents
vesting*
due
(£000)
(£000)
413
19
Value of
element of
LTIP
(£000)
432
The long term incentives figure for the year ended 25 January 2025 has been valued using the average closing share price for the three months ended 25 January 2025 as an estimate of the value of
the incentive, as the actual value of the award will not be finalised until the closing share price is known when the incentive vests in April 2025.
Prorated based on the proportion of the relevant performance periods for which he was employed with the business.
Jonathan Kemp did not receive an LTIP award in 2024/25.
Further details of the actual vesting following the end of the relevant performance periods will be disclosed in future Directors’ Remuneration Reports.
Jonathan Kemp did not receive any payments for loss of office.
Other
No other payments for loss of office were made during the year.
Statement of directors’ shareholding and share interests – audited information
The Policy approved by shareholders at the 2023 AGM included updated share ownership guidelines, whereby all new executive directors are required to
build and hold a shareholding equal to 200% of base salary. Incumbent executive directors (other than the Chief Executive Officer) are required to build
and hold a shareholding equal to 150% of base salary. The Chief Executive Officer is required to build and hold a shareholding equal to 200% of base salary.
Until these guidelines are met, executive directors are required to retain all vested shares from the LTIP and half of any bonus pay-out after tax to purchase
shares in the Company. The full policy is disclosed in the Policy approved by shareholders at the 2023 AGM.
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