SECTION 430(2B) COMPANIES ACT 2006 STATEMENT Synthomer plc: Calum MacLean

SECTION 430(2B) COMPANIES ACT 2006 STATEMENT

Synthomer plc

(the “Company”)

 

30 November 2021



As announced on 1 November 2021, Mr Calum MacLean, has stepped down as Chief Executive Officer and from the Board of the Company but continues to be employed by the Company until 13 January 2022.

 

The following information is provided in accordance with Section 430(2B) of the Companies Act 2006.

 

The following arrangements will apply in respect of Calum’s remuneration. These arrangements comply with the Company’s Remuneration Policy, which was approved by shareholders at the Annual General Meeting in April 2020.

 

  1. Salary and benefits

 

Calum will continue to receive his normal remuneration in terms of basic salary, pension allowance, car allowance and company benefits, in accordance with his service agreement, up to and including 13 January 2022, being the date on which his notice period expires.

 

  1. Bonus

 

The Remuneration Committee has determined that, as a good leaver, Calum will be eligible to receive a bonus in respect of the Company’s financial year ending 31 December 2021, as he will have worked for the Company throughout most of this period.

 

The amount of any bonus will be subject to the Company’s Executive Director Annual Bonus Plan (2021) Rules and the satisfaction of the relevant performance criteria. Any bonus payment will be paid entirely in cash on the normal bonus payment date and will be subject to the Remuneration Committee’s right under the Rules to apply malus and clawback provisions. Calum will not be eligible to receive any bonus in respect of the financial year ending 31 December 2022.

 

  1. Long Term Incentive Plan Awards

 

The Remuneration Committee has determined that Calum will be treated as a good leaver in respect of his outstanding unvested share options under Synthomer’s Performance Share Plan (the “PSP”). In accordance with the rules of the PSP, Calum’s outstanding unvested PSP share awards will vest on the normal vesting dates, subject to satisfaction of the relevant performance conditions and on a time pro-rated basis as detailed below:

 

 

Award date

Number of shares subject to award

Pro-rated maximum number of shares which could vest

Vesting date

2019

235,069

220,269

11 March 2022

2020

321,524

193,795

12 March 2023

2021

261,039

70,499

11 March 2024

 

Any dividend equivalents accrued in respect of these awards would be paid in cash following vesting and will be pro-rated in line with the level of vesting of the relevant PSP award.

 

Any shares acquired on the exercise of the awards will be subject to the Remuneration Committee’s right under the PSP to apply clawback provisions.

 

  1. Further Information

 

The relevant remuneration details relating to Calum will be included in the Directors' Remuneration Report in the Annual Report and Accounts for the year ending 31 December 2021.

 

Other than the amounts disclosed above, Calum will not be eligible for any remuneration payments or payments for loss of office.

 

The Synthomer post-employment shareholding guidelines which came into effect in April 2021 have not been applied as Calum gave notice of termination before they were introduced. He is however contractually bound to hold Synthomer’s shares post-employment as follows:

 

Shares

Earliest date shares can be sold

6,311 shares deferred from 2019 bonus paid in March 2020

26 March 2022

17,316 shares from vesting of 2017 PSP award in May 2020

4 May 2022

31,979 shares deferred from 2020 bonus paid in March 2021

26 March 2023

56,031 shares from vesting of 2018 PSP award in March 2021

8 March 2023

 

In accordance with section 430(2B) of the Companies Act 2006, the information contained in this document will be made available on the Company’s website until its next Directors' Remuneration Report is made available.

 

For further information, please contact:

 

Richard Atkinson, Company Secretary  

Email: richard.atkinson@synthomer.com

Telephone: +44 (0)1279 775 210

 

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