2 Sep 2022 11:00
Royal Mail plc
(Incorporated in England and Wales)
Company Number: 8680755
LSE Share Code: RMG
ISIN: GB00BDVZYZ77
LEI: 213800TCZZU84G8Z2M70
2 September 2022
Notification of Transactions of Directors/Persons Discharging Managerial Responsibility
Royal Mail plc Long Term Incentive Plan (LTIP) Grant
On 1 September 2022, the PDMRs listed below were granted conditional share awards over ordinary shares in Royal Mail plc (the "Company") under the Royal Mail plc LTIP. The number of shares awarded under the LTIP is set out in the table below, which is the maximum grant that the PDMRs are eligible for, and will only vest in full if the maximum performance condition is achieved.
PDMR | Number of shares |
Mark Amsden | 114,013 |
Mick Jeavons | 239,361 |
Martin Seidenberg | 288,888 |
Simon Thompson | 299,202 |
LTIP awards normally vest at the end of the three-year performance period, once the Remuneration Committee has determined achievement against the performance condition. The earliest release date will be 1 September 2025, subject to the participant continuing to hold office or employment within the Royal Mail Group, and then subject to a two-year holding period. On vesting, the Committee must also be also satisfied that the performance of the Company against the relevant measures outlined below is reflective of the Company's underlying financial performance.
Executive Directors are required to retain any share-based awards until they achieve a shareholding equivalent of 200 per cent of salary. Other PDMRs are required to retain a shareholding equivalent of 100 per cent of salary.
The terms of these awards provide the Remuneration Committee with the ability to review the outcome at vesting and it may consider making appropriate adjustments to reflect this.
As we explained in our 2022 Annual Report, earlier this year we delayed setting targets and granting 2022 LTIP awards due to the continuing uncertainty around the long-term business environment resulting from the geopolitical uncertainty in Europe and the status of pandemic restrictions in our markets.
Our intention at the time was for these awards to be granted by August. Due to the continuing business uncertainty, these awards were granted on 1 September 2022.
However, the geopolitical and economic uncertainty that caused us to initially delay setting targets has further increased since the start of the year with high rates of inflation and weakening retail trends impacting the parcels market. In addition, for Royal Mail there is the unknown impact of industrial action due to the ongoing dispute with the CWU. These exceptional times means that there remains too much uncertainty to make reasonable three-year revenue and profit forecasts to use as the basis for LTIP targets.
Therefore, for 2022 LTIP awards the Committee has agreed that we will not set three-year Royal Mail operating profit and parcel revenue targets, and instead will replace these elements of our performance framework with relative total shareholder return (TSR) (previously 40% weighting for all executive directors). TSR is a well-established measure for LTIP awards and we consider that this approach is simple and transparent and will provide a meaningful link between executive reward and shareholder interests during this critical time for the Company.
The GLS measures for LTIP awards made to Mick Jeavons (Group CFO) and Martin Seidenberg (GLS CEO) will continue as normal.
In summary, the measures and weightings for 2022 LTIP awards for our executive directors are as follows:
Measure | Mick Jeavons (Group Chief Financial Officer) | Simon Thompson (CEO Royal Mail) | Martin Seidenberg (CEO GLS) |
Total Shareholder Return vs FTSE 51-150 (excluding mining and financials) comparator group1 | 70% | 100% | 40% |
GLS EBITA | 20% | 40% | |
GLS cashflow | 10% | 20% | |
Total | 100% | 100% | 100% |
The respective targets are as follows.
UK Scorecard metrics | Weighting | Threshold (25% Vesting) | Maximum (100% Vesting) |
Relative Total Shareholder Return (TSR) | 100% | Median | Top Quartile |
GLS Scorecard metrics | Weighting | Threshold (25% Vesting) | Maximum (100% Vesting) |
Relative Total Shareholder Return (TSR) | 40% | Median | Top Quartile |
GLS EBITA (in 2024-25) (€m) | 40% | 420 | 500 |
GLS Free Cashflow (in 2024-25) (€m) | 20% | 283 | 343 |
Group Scorecard metrics | Weighting | Threshold (25% Vesting) | Maximum (100% Vesting) |
Relative Total Shareholder Return (TSR) | 70% | Median | Top Quartile |
GLS EBITA (in 2024-25) (€m) | 20% | 420 | 500 |
GLS Free Cashflow (in 2024-25) (€m) | 10% | 283 | 343 |
More details will be disclosed in the Directors' Remuneration Report in the 2022-23 Annual Report & Accounts.
No consideration was paid for the grant of the share awards.
The below notifications, made in accordance with the requirements of the UK Market Abuse Regulation, give further detail.
Notification of Dealing Form
1
| Details of the person discharging managerial responsibilities / person closely associated
| |||||
a) | Name | Mark Amsden | ||||
2
| Reason for the notification
| |||||
a)
| Position/status
| Group General Counsel and Company Secretary
| ||||
b)
| Initial notification /Amendment
| Initial Notification | ||||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||
a)
| Name
| Royal Mail plc | ||||
b)
| LEI
| 213800TCZZU84G8Z2M70 | ||||
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
| |||||
a)
| Description of the financial instrument, type of instrument
Identification code
|
Ordinary shares of £0.01 each in Royal Mail plc
GB00BDVZYZ77
| ||||
b)
| Nature of the transaction
| Grant of ordinary shares under the Royal Mail plc LTIP | ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information
- Aggregated volume
- Price
|
n/a
n/a
| ||||
e)
| Date of the transaction
| 1 September 2022
| ||||
f)
| Place of the transaction
| London Stock Exchange (XLON) | ||||
1
| Details of the person discharging managerial responsibilities / person closely associated
| |||||
a) | Name | Mick Jeavons | ||||
2
| Reason for the notification
| |||||
a)
| Position/status
| Group Chief Financial Officer
| ||||
b)
| Initial notification /Amendment
| Initial Notification | ||||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||
a)
| Name
| Royal Mail plc | ||||
b)
| LEI
| 213800TCZZU84G8Z2M70 | ||||
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
| |||||
a)
| Description of the financial instrument, type of instrument
Identification code
|
Ordinary shares of £0.01 each in Royal Mail plc
GB00BDVZYZ77
| ||||
b)
| Nature of the transaction
| Grant of ordinary shares under the Royal Mail plc LTIP | ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information
- Aggregated volume
- Price
|
n/a
n/a
| ||||
e)
| Date of the transaction
| 1 September 2022
| ||||
f)
| Place of the transaction
| London Stock Exchange (XLON) | ||||
1
| Details of the person discharging managerial responsibilities / person closely associated
| |||||
a) | Name | Martin Seidenberg | ||||
2
| Reason for the notification
| |||||
a)
| Position/status
| Chief Executive Officer, GLS
| ||||
b)
| Initial notification /Amendment
| Initial Notification | ||||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||
a)
| Name
| Royal Mail plc | ||||
b)
| LEI
| 213800TCZZU84G8Z2M70 | ||||
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
| |||||
a)
| Description of the financial instrument, type of instrument
Identification code
|
Ordinary shares of £0.01 each in Royal Mail plc
GB00BDVZYZ77
| ||||
b)
| Nature of the transaction
| Grant of ordinary shares under the Royal Mail plc LTIP | ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information
- Aggregated volume
- Price
|
n/a
n/a
| ||||
e)
| Date of the transaction
| 1 September 2022
| ||||
f)
| Place of the transaction
| London Stock Exchange (XLON) | ||||
1
| Details of the person discharging managerial responsibilities / person closely associated
| |||||
a) | Name | Simon Thompson | ||||
2
| Reason for the notification
| |||||
a)
| Position/status
| Chief Executive Officer, Royal Mail
| ||||
b)
| Initial notification /Amendment
| Initial Notification | ||||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||
a)
| Name
| Royal Mail plc | ||||
b)
| LEI
| 213800TCZZU84G8Z2M70 | ||||
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
| |||||
a)
| Description of the financial instrument, type of instrument
Identification code
|
Ordinary shares of £0.01 each in Royal Mail plc
GB00BDVZYZ77
| ||||
b)
| Nature of the transaction
| Grant of ordinary shares under the Royal Mail plc LTIP | ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information
- Aggregated volume
- Price
|
n/a
n/a
| ||||
e)
| Date of the transaction
| 1 September 2022
| ||||
f)
| Place of the transaction
| London Stock Exchange (XLON) | ||||
Enquiries:
Investor Relations
John Crosse
Email: investorrelations@royalmail.com
Royal Mail investor relations line: 020 7449 8183
Media Relations
Greg Sage
Phone: 07483 421 374
Royal Mail press office: press.office@royalmail.com
Jenny Hall
Phone: 07776 993 036
Email: jenny.hall@royalmail.com
Company Secretary
Mark Amsden
Email: cosec@royalmail.com