Last checked at 13 Mar 2019 09:00
KELLER GROUP PLC - Director/PDMR ShareholdingKELLER GROUP PLC - Director/PDMR Shareholding
PR Newswire
London, March 12
Keller Group plc
Notification and public disclosure of transactions by Persons Discharging Managerial Responsibilities (“PDMRs)
Awards made under Keller Group plc’s Long Term Incentive Plan
On 8 March 2019 Keller Group plc (the “Company") granted:
Deferred bonus award totaling 1,436 ordinary shares in Keller Group plc (“Ordinary shares”);
Conditional award totaling 15,828 Ordinary shares; and
Performance share awards totaling 538,013 Ordinary shares
as awarded by the Remuneration Committee under the terms of the Keller Long Term Incentive Plan (the “plan”), to the PDMRs listed in the tables below.
The Company has received notification from PDMRs pursuant to article 19 of regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse ("Market Abuse Regulation" or "MAR"), on 12 March 2019, who were granted deferred bonus awards, conditional awards and performance share awards in respect of the following number of Ordinary shares of 10 pence each in the Company, under the plan in accordance with the respective rules.
Deferred Bonus Award
| Name | Position | No. of Ordinary Shares awarded1/3 | Total Share Awards outstanding |
| Michael Speakman | Chief Financial Officer | 1,436 | 1,436 |
| Thorsten Holl | President of EMEA | 0 | 13,269 |
Executive Directors are subject to a deferral of 25% of any annual bonus payment into Ordinary shares for a period of two years that is eligible for dividend equivalents over the period from the date the deferred award is granted, to the date of its vesting. Malus and clawback apply.
Other PDMRs are subject to any bonus in excess of 100% of salary (up to a maximum of 150%) being deferred for three years and payout linked to ongoing share performance.
Conditional Share Award
| Name | Position | No. of Ordinary Shares awarded1/3 |
| Graeme Cook | Group Human Resources Director | 15,828 |
Conditional share awards are subject to the participant’s continued employment from the date of grant until vesting. Awards vest at 50% after year two and 50% after year three. Malus and clawback apply.
Performance Share Awards
| Name | Position | No. of Ordinary Shares awarded 1/2/3 | Total Share Awards outstanding |
| Alain Michaelis | Chief Executive | 123,621 | 257,832 |
| Michael Speakman | Chief Financial Officer | 71,215 | 125,060 |
| Venu Raju | Engineering and Operations Director | 44,797 | 89,250 |
| James Hind | President of North America | 76,599 | 159,362 |
| Thorsten Holl | President of EMEA | 51,170 | 114,756 |
| Peter Wyton | President of APAC | 30,437 | 42,714 |
| Eric Drooff | Chief Operating Officer of North America | 35,727 | 61,031 |
| Graeme Cook | Group Human Resources Director | 29,676 | 70,909 |
| Jim De Waele | Group Strategy and Business Development Director | 26,925 | 48,557 |
| John Raine | Group HSEQ Director | 25,018 | 25,018 |
| Kerry Porritt | Group Company Secretary and Legal Advisor | 22,828 | 41,353 |
| Weighting, % | 2019 - 2021 Performance measures | Threshold – 25% vesting | Maximum - 100% vesting | |
| 50% | Cumulative Earnings per Share (EPS) over three years | 300p | 345p | |
| 25% | TSR ranking vs FTSE250 (excluding Investment trusts) | Median | Upper quartile | |
| 25% | Return on Capital Employed (ROCE) | 14% | 20% | |
The Performance Share Award performance conditions are measured over a three year period ending on 31 December 2021 and are expected to vest in March 2022. Executive Directors are subject to a further two year holding period. Malus and clawback apply.
For the purposes of article 19 of MAR, the above transactions took place in the United Kingdom, with a grant date of 8 March 2019 and the PDMRs being notified on 12 March 2019.
K A A PorrittGroup Company Secretary and Legal Advisor13 March 2019www.keller.com
1 The price used to calculate the maximum number of ordinary shares under the Deferred Bonus Award, Conditional Share Award and Performance Share Award was 640.67p, being the average closing price on 5, 6, and 7 March 2019 of the Company's shares on the main market of the London Stock Exchange.
2 The amounts shown above represent the maximum possible number of ordinary shares that may be granted to the above named participants under the 2019 Performance Share Award.
3 The awards above excludes notional dividends.
LEI number: 549300QO4MBL43UHSN10Classification: 3.1 Additional regulated information required to be disclosed under the laws of a Member State