47153 AG Barr Annual Report 2025 AW4 SQ WEB - Flipbook - Page 122
A.G. BARR p.l.c. Annual Report and Accounts 2025
D I R E C TO R S ’
R E M U N E R ATI O N R E P O R T
CO N TI N U ED
Four scenarios have been illustrated for each executive director:
Minimum
performance
Performance in line
with expectations
Maximum
performance plus
50% growth in
share price
Fixed pay
Annual Bonus
LTIP
Fixed elements of remuneration –
base salary, benefits and pension only.
No bonus.
No LTIP vesting.
50% of maximum awarded for achieving
target performance (i.e. 62.5% of salary).
60% of maximum award vesting for target
performance (i.e. 90% of salary).
100% of maximum awarded for achieving
maximum performance (i.e. 125% of
salary).
100% of maximum award vesting for
maximum performance (i.e. 150% of salary).
Base salary is the forward looking
salary (i.e. the salary effective from
1 April 2025) and the value for
benefits has been calculated as per
the single figure table on page 89
(i.e. the benefits for the year ended
25 January 2025).
100% of maximum award vesting for
maximum performance plus 50% growth
in share price (i.e. 225% of salary).
LTIP awards are included in the scenarios above at face value with no share price movement included (except in the “maximum plus 50%” scenario).
Service contracts
Executive directors’ contracts are on a rolling basis and may be terminated on 12 months’ notice by the Company or on 6 months’ notice by the executive
director. Service contracts for new executive directors will generally be limited to 12 months’ notice by the Company.
In line with the Policy approved at the 2014 AGM, service contracts entered into prior to this date provide for a notice period of 12 months except during the
six months following either a takeover of or by the Company or a Company reconstruction. Under these conditions and certain circumstances the executive
directors are entitled to a liquidated damages payment equal to the executive director’s basic salary at termination plus the value of all contractual
benefits for a two year period. In the event this liquidated damages payment is triggered, the executive director will also be deemed to be a “good leaver”
for the purposes of the Company’s share schemes. Given the size of the Company and the sector dynamics at the time the directors were recruited,
the Remuneration Committee considered this provision appropriate in order to attract and retain high calibre executive directors. The Remuneration
Committee is cognisant of the fact that these provisions do not reflect best practice. It has therefore previously considered the alternatives available to exit
these contractual arrangements, including contractual buy-out. However, the Remuneration Committee concluded that it was not feasible to place a value
on these rights, in order to remove them from the contracts, which would be acceptable to both parties. It therefore determined that the most appropriate
approach would be to maintain the legacy provisions, however for all future appointments after the approval of the 2014 Policy these provisions have not
and will not apply. Euan Sutherland’s and Stuart Lorimer’s service contracts do not therefore include the legacy provisions.
Non-executive directors are appointed for an initial period of three years, subject to annual re-election by shareholders in accordance with the Code.
Their appointments are terminable by either the Company or the directors themselves upon three months’ notice without compensation.
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