20 Apr 2020 17:17
20 April 2020
SDL PLC (the "Company")
Director/PDMR Shareholding
Notification of Transactions of Directors and Persons Discharging Managerial Responsibility
Long Term Incentive Plan 2016 ("LTIP")
The Company announces that on 17 April 2020, awards in the form of nil-cost options were granted over ordinary shares in the Company under the SDL LTIP to the following directors:
Director | Position | Number of Nil-Cost Options Awarded |
Adolfo Hernandez | Chief Executive Officer | 285,555 |
Xenia Walters | Chief Financial Officer | 86,458 |
The vesting date for the awards will be 17 April 2023, subject to TSR and EPS performance conditions being met as described in detail below.
The Company's Remuneration Committee is mindful of external developments linked to COVID-19. The reweighting of the performance metrics from 50:50 last year to 30% EPS, 70% TSR reflects the continuing uncertainty in respect of the full impact of COVID-19 at the current time. The Committee will proceed with great care in determining the operation of our Remuneration Policy to ensure that all of our executive pay decisions and outcomes are appropriate in the context of all relevant factors including the shareholder and workforce experience. For example, the Committee retains the discretion to revisit the EPS targets to ensure they remain appropriately stretching in light of COVID-19 albeit any adjustments would be fully disclosed in advance of vesting. To the extent they vest, awards held by Executive Directors will continue to be subject to a post-vesting holding period of two years.
SDL PLC Director/PDMR Notification
1 | Details of the person discharging managerial responsibilities/person closely associated | ||||||||
a) | Name | Adolfo Hernandez | |||||||
2 | Reason for the notification LTIP awarded under the SDL Long Term Incentive Plan 2016 that was approved by shareholders at the Company's Annual General Meeting on 28 April 2016. Performance conditions and holding period, as below, apply. | ||||||||
a) | Position/status | Chief Executive Officer | |||||||
b) | Initial notification/ Amendment | Initial notification | |||||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||||||
a) | Name | SDL PLC | |||||||
b) | LEI | 213800OF4AGCOPWAL341 | |||||||
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 | Nil cost option over ordinary shares of 1 pence each in SDL PLC
ISIN GB0009376368 | |||||||
b) | Nature of the transaction
| LTIP awarded under the SDL Long Term Incentive Plan 2016 that was approved by shareholders at the Company's Annual General Meeting on 28 April 2016. Performance conditions and holding period, as below, applies. | |||||||
c) | Price(s) and volume(s) | Price(s) | Volume(s) | ||||||
N/A | 285,555 | ||||||||
d) | Aggregated information
- Aggregated volume - Price | Price | Aggregated volume | Aggregate total | |||||
285,555 | |||||||||
e) | Date of the transaction | 17 April 2020 | |||||||
f) | Place of the transaction | Outside a trading venue, London | |||||||
Additional Information: Performance Conditions and Holding Period
| 70% of the awards will be subject to relative Total Shareholder Return (TSR) targets and 30% to EPS growth targets. Each element will be assessed independently of the other. Performance will be measured over the three-year period ending 31 December 2022 Relative TSR targets (70% of the award) The TSR of the Company will be compared to that of the constituents of the FTSE Small Cap Index (excluding Investment Trusts) over the performance period, and will vest according to the following schedule: TSR Performance Proportion of award subject to TSR target that vests Below Median 0% Median ranking 25% Upper Quartile ranking or higher 100% Pro-rata vesting between median and upper quartile EPS growth targets (30% of the award) Fully Diluted, Adjusted EPS for FY 2022 Proportion of award subject to EPS target that vests Less than 38p 0% 38p 25% 52p or higher 100% Pro-rata vesting between the threshold and stretch performance points. Holding Period To the extent they vest, awards will be subject to a post-vesting holding period of two years. This requires Executive Directors to hold on to the net of tax number of vested awards for a period of two years following vesting. | ||||||||
1 | Details of the person discharging managerial responsibilities/person closely associated | ||||||||
a) | Name | Xenia Walters | |||||||
2 | Reason for the notification | ||||||||
a) | Position/status | Chief Financial Officer | |||||||
b) | Initial notification/ Amendment | Initial notification | |||||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor LTIP awarded under the SDL Long Term Incentive Plan 2016 that was approved by shareholders at the Company's Annual General Meeting on 28 April 2016. Performance conditions and holding period apply. | ||||||||
a) | Name
| SDL PLC | |||||||
b) | LEI | 213800OF4AGCOPWAL341 | |||||||
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 | Nil cost option over ordinary shares of 1 pence each in SDL PLC
ISIN GB0009376368 | |||||||
b) | Nature of the transaction
| LTIP awarded under the SDL Long Term Incentive Plan 2016 that was approved by shareholders at the Company's Annual General Meeting on 28 April 2016. Performance conditions and holding period applies. | |||||||
c) | Price(s) and volume(s)
| Price(s) | Volume(s) | ||||||
N/A | 86,458 | ||||||||
d) | Aggregated information - Aggregated volume - Price | Price | Aggregated volume | Aggregate total | |||||
86,458 | |||||||||
e) | Date of the transaction | 17 April 2020 | |||||||
f) | Place of the transaction | Outside a trading venue, London | |||||||
Additional information: Performance Conditions and Holding Period | 70% of the awards will be subject to relative Total Shareholder Return (TSR) targets and 30% to EPS growth targets. Each element will be assessed independently of the other. Performance will be measured over the three-year period ending 31 December 2022 Relative TSR targets (70% of the award) The TSR of the Company will be compared to that of the constituents of the FTSE Small Cap Index (excluding Investment Trusts) over the performance period, and will vest according to the following schedule: TSR Performance Proportion of award subject to TSR target that vests Below Median 0% Median ranking 25% Upper Quartile ranking or higher 100% Pro-rata vesting between median and upper quartile EPS growth targets (30% of the award) Fully Diluted, Adjusted EPS for FY 2022 Proportion of award subject to EPS target that vests Less than 38p 0% 38p 25% 52p or higher 100% Pro-rata vesting between the threshold and stretch performance points. Holding Period To the extent they vest, awards will be subject to a post-vesting holding period of two years. This requires Executive Directors to hold on to the net of tax number of vested awards for a period of two years following vesting. | ||||||||
Following this notification, the individuals listed above hold shares and options over the following total number of shares:
Director / PDMR | Total number of shares held | Total number of shares over which options held |
Adolfo Hernandez | 172,500 | 996,584 |
Xenia Walters | 10,490 | 225,908 |
For further information please contact:
Pamela Pickering
Company Secretary
Tel: +44 (0)1628 417241