Directors’ shareholdings and achievement of share ownership guidelines (audited)
The following table summarises the share interests of any director who served during the year as at 31 December 2014 or at the date
of retirement from the Board.
1
Share interests as at 8 May 2014.
2
During the period 31 December 2014 to 26 February 2015 there were no changes
in the interests of any current director from those shown save for purchases within
the IMI All Employee Share Ownership Plan on 13 January 2015 of 10 shares on
behalf of M W Selway, and 11 shares on behalf of each of R M Twite and D M Hurt
at 1210p per share and 10 February 2015 of 9 shares on behalf of each of M W
Selway, D M Hurt and R M Twite at 1377p per share.
From 2015, the Committee requires Mark Selway to build up
a shareholding of at least 250% of salary, 200% of salary in
the case of Roy Twite and 150% of salary for Daniel Shook,
to mirror the IMI Incentive Plan Award. At the end of the year
Douglas Hurt and Roy Twite significantly exceeded the share
ownership guideline and Mark Selway, who was appointed on
1 October 2013, made progress towards his guideline through
direct market purchase of shares and the full deferral of his
2013 annual bonus.
Application of the Directors’ Remuneration Policy in 2014
Daniel Shook’s appointment as Finance Director
The details of Daniel Shook’s remuneration were agreed by
the Committee in accordance with the remuneration policy
approved on 8 May 2014. In summary Daniel has been
appointed on a salary of £400,000 from 1 January 2015.
His pension allowance is worth 20% of salary and he will
participate in the standard benefits offered to executives.
His bonus opportunity will be 125% of salary and he will be
eligible for an annual award under the IMI Incentive Plan worth
150% of salary. In accordance with his relocation to the UK, the
Committee has agreed to reimburse expenses up to £75,000.
No other payments or awards were made or promised.
Douglas Hurt’s retirement arrangements
As previously announced, Douglas Hurt notified the Board in
September 2014 of his intention to retire. It was agreed that
Douglas would remain as a director until the 2015 AGM, at
which point he will step down as a director and retire.
In line with his contractual rights, the Committee has approved
and agreed the following terms and payments which will be fully
disclosed in next year’s single figure table:
• Payment of salary (frozen at £430,000), contractual benefits
and pension allowance until cessation of employment;
• Eligible for pro-rata annual bonus in respect of the time
served as a director in 2015, payable at the usual time
around March 2016;
• Under the terms of the plan rules, the Committee has pro-
rated the outstanding 2013 and 2014 share awards under
both the Share Matching Plan and Performance Share Plan
to 7 May 2015. Performance will be measured and applied
in the normal manner to determine vesting, with the shares
released on the normal vesting date for each award;
• No participation in the IMI Incentive Scheme (‘IIP’) for 2015;
and
• Pension benefits are being provided as described elsewhere
in this Report, on the basis of service up to the date of
retirement. The exact sums will be disclosed in an appropriate
manner when they are known.
Director
Total
interests
Beneficial
interests
Scheme interests
With performance
conditions
Nil-cost options
All-employee
share plans
2
With performance conditions
Unvested Vested but unexercised
M W Selway
214,831
8,739
205,927
205,927
-
165
D M Hurt
1,021,393
184,421
832,410
413,879
418,531
4,562
R M Twite
637,357
111,410
520,070
389,398
130,672
5,877
M J Lamb
1
1,487,537
103,973
1,377,965
636,762
741,203
5,599
R Quarta
6,195
6,195
-
-
-
-
P Bentley
7,000
7,000
-
-
-
-
C-P Forster
2,625
2,625
-
-
-
-
A M Frew
6,562
6,562
-
-
-
-
B Nørgaard
2,625
2,625
-
-
-
-
R J Stack
13,125
13,125
-
-
-
-
R McInnes
-
-
-
-
-
-
Directors’ Remuneration Report (cont’d)
78
IMI plc
