Dfs Furniture Plc Regulatory News (DFS)

13 October 2022

DFS Furniture plc

("the Company")

Grant of 2022 Awards under the Long-Term Incentive Plan (the "LTIP")

DFS Furniture Company announces the following transaction by persons discharging managerial responsibility ("PDMR") in ordinary shares of the Company with a nominal value of £0.10 ("Shares") took place on 12 October 2022.

As previously approved by the Remuneration Committee of the Company, Tim Stacey the Chief Executive Officer of DFS Furniture plc has been granted an award of Shares, under the Company's Long-Term Incentive Plan ("the LTIP"). Under the terms of the LTIP, Mr Stacey was awarded a Conditional Share Award equivalent to 175% of salary ("Award"). The number of Shares over which the Award was granted was calculated based on a Share price of £1.08. the average of the last 3 days closing price before the grant of the Award. No consideration was payable for the grant of the Award. To the extent the Award vests, Mr Stacey will also be entitled to Dividend Equivalents as defined in the LTIP. Conditional Share Awards granted under the LTIP will normally vest after a three-year performance period, subject to achievement of the performance conditions. The performance conditions are based on Relative Total Shareholder Return ("TSR") and Adjusted Earnings Per Share ("EPS") .The Award is also subject to a Holding Period of two years commencing on vesting of the Award. All LTIP awards granted are also subject to continuous employment obligations.

The performance conditions applicable to the Award are two equally weighted performance measures:

1) Relative Total Shareholder Return ("TSR") (50% of the award) 

The proposed performance target for the Relative TSR element mirror the last four LTIP awards (FY19- FY22).

2) Adjusted Earnings Per Share (50% of the award)

As disclosed in the FY2022 Directors' Remuneration Report, given the uncertainty in the macro-economic environment the Committee, decide to delay setting the EPS target until it could undertake a review of the targets taking account of the Group's strategic plan as well as the outlook for the sector and the economy as a whole. Following careful consideration, the Remuneration Committee approved the target range with EPS stated as an absolute figure which needs to be achieved in the financial year ending June 2025. 

The Remuneration Committee carefully considered whether to reduce the number of Shares to be subject to this Award, from the standard 175% of base salary, given the decline in share price since the previous award and in the context of shareholder experience. The Remuneration Committee considered the prospects for near-term financial performance of the Company given concerns on future consumer spending due to the economic environment; the share price performance of the Company which has moved relatively consistently with its closest listed retail peers; and emerging practice from other listed retail companies. On balance, the Remuneration Committee decided that no reduction was required and will consider the formulaic outcome at the time of vesting to ensure that this is aligned with the overall performance achieved and the broader shareholder experience. The Remuneration Committee may use discretion to adjust the outcome downwards if appropriate.

Details of the Award under the LTIP are as follows:

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

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