Compass Group Regulatory News (CPG)

LEI: 2138008M6MH9OZ6U2T68

11 October 2018

Compass Group PLC Director Change

Compass Group today announces the appointment of Karen Witts to its Board as Chief Financial Officer. Karen joins Compass from Kingfisher PLC where she has been Group Chief Financial Officer and a member of the board of directors since 2012. She will begin her appointment on a date to be agreed and will also join the Corporate Responsibility Committee.

Prior to working at Kingfisher, Karen held senior finance positions at Vodafone Group PLC and BT PLC. Karen's early career included finance roles at Paribas, Grand Metropolitan and Ernst & Whinney. Karen is a non-executive Director and Chairman of the audit committee at Imperial Brands PLC.

Karen will succeed Johnny Thomson who, as previously announced, is standing down from his role as Group Finance Director at the end of December 2018.

There are no matters which require disclosure in respect of Ms Witts in accordance with LR 9.6.13 (2) to (6).

Palmer Brown, currently Chief Corporate Investment & Risk Officer Compass Group North America will become Interim Chief Financial Officer on 31 December 2018 and will serve in that position until Karen's appointment commences, but will not be a member of the Board.

Dominic Blakemore, Chief Executive Officer, said:

"We are delighted to welcome Karen to Compass Group. Her financial and operational expertise will be highly complementary to our team and she brings with her a wealth of experience in retail and technology. I very much look forward to working with her as we continue to execute our strategy and create value for shareholders."

Note to Editors

About Compass Group

Notes to Editors: Compass Group PLC is the world's leading food service company, which generated annual revenues of £22.6 billion in the year to 30 September 2017. It operates in around 50 countries, employs over 550,000 people and serves over 5.5 billion meals a year. The Company specialises in providing food and a range of support services across the core sectors of Business & Industry, Healthcare & Seniors, Education, Sports & Leisure and Defence, Offshore & Remote, with an established brand portfolio.

Ms Witts' annual remuneration package which is in line with the Company's shareholder approved policy will include the following:

· base salary of £660,000,

· bonus opportunity of up to 150% of base salary, pro-rated from her joining date for the first financial year of her appointment. One third of the bonus earned to be deferred for three years if the share ownership guidelines have not been met,

· an LTIP award of 250% of base salary under the Company's Long Term Incentive Plan 2018. This will vest based on performance over a three year performance period as assessed by the Remuneration Committee, against ROCE, Adjusted FCF and relative TSR targets. The award will also be subject to a two year holding period.

· standard contractual benefits including pension payments (cash allowance or contribution) equal to 20% of base salary.

The Company has also agreed the following buy-out arrangements to compensate for the forfeiture of incentive compensation from Ms Witts' current employment. The Recruitment Policy approved by shareholders sets out how to determine the buyout of outstanding incentives from a previous employer, namely, that awards should minimise the cost to Compass and, where possible, should deliver any compensation in the form of Compass shares, delivered no earlier than the original awards. In line with that policy, the buyout of current share-based incentives is a blend of restricted shares and performance shares. The timing of the payouts will be no earlier than the awards forfeited, and all awards will be made in Compass shares with forward-looking performance conditions applying where appropriate.

· an award of performance shares worth £500,000 which will vest subject to Compass' performance over the three-year period ending 30 September 2021 as assessed by the Remuneration Committee, against ROCE, Adjusted FCF and relative TSR performance targets as applied under the Compass Long Term Incentive Plan.

· an award of restricted shares with a value at the date of grant of £1,120,000 anticipated to vest in three approximately equal tranches over the three financial years ending 30 September 2019-21. The majority of the award will also be subject to two financial underpins relating to Compass' performance, which are (i) the maintenance of net debt: underlying EBITDA (adjusted for M&A activity and changes to accounting standards) and (ii) dividend at least in line with constant currency earnings per share;

· In addition, compensation, to be delivered in Company shares, for the loss of any 2018/2019 annual bonus equal in value to the actual bonus that would have been paid by the previous employer

All net shares vesting must be retained until the Company's Share Ownership Guidelines for executive directors have been met. Full details will be disclosed in the relevant Directors' Remuneration Report.