Director/PDMR Shareholding

RNS Number : 7528J

DFS Furniture PLC

15 December 2022

 

14  December 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 14 December 2022.

John Fallon the Chief Financial Officer of DFS Furniture plc has been granted an award of Shares under DFS Furniture PLC's Long-Term Incentive Plan ("the LTIP").

The award forms part of the 2022 grant of LTIP awards to the leadership team.  The awards were granted to the rest of the leadership team and, as previously announced, to the Chief Executive Officer, in October 2022, and with an award now being granted to Mr Fallon following his appointment to the Board on 14 November 2022.

Under the terms of the LTIP, Mr Fallon was awarded a Conditional Share Award equivalent to 140% of salary, which has been pro-rated to reflect Mr Fallon being in role for 35 months out of the normal 36 month vesting period (the "Award").  The number of Shares over which the Award was granted was calculated based on a Share price of £1.48 being 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 Fallon 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 measures.  The performance measures 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 are also subject to continuous employment obligations.

Name	Status	Number of conditional shares awarded
John Fallon	Director	348,689

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).

Weighting	Percentage of this portion of the Award vesting
	Nil	20%	100%		Between 20% and100% on a straight-line basis
15% (FTSE 250 Index)	Below FTSE 250 Index	Equal to FTSE 250 Index		10% p.a. above the FTSE 250 Index return	Between FTSE 250 Index return and 10%p.a.
35% (FTSE 350 General Retailers Index)	Below FTSE350 General Retailers Index	Equal to FTSE350 General Retailers Index		10% p.a. above the FTSE 350General Retailers Index return	Between FTSE 350 General Retailers Index return and 10% p.a.

The performance period for the FY23 Award began at the beginning of the Company's 2023 Financial Year and will finish at financial year ending 29 June 2025.

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

Percentage of this portion of the Award vesting
Nil	20%	100%	Between 20% and 100% on a straight line basis
Less than 17.7p	17.7p	23.7p or more	Between 17.7p and 23.7p

The Remuneration Committee carefully considered whether to reduce the number of Shares to be subject to the Award, from the standard 140% of base salary, given the decline in share price since the previous grant of awards by the Company and in the context of shareholder experience.  The Remuneration Committee considered the prospects for the 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 stakeholder experience.  The Remuneration Committee may use discretion to adjust the outcome downwards if appropriate.

Details of the conditional share awards under the LTIP are as follows:

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

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	John Fallon
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
a)	Name	DFS Furniture plc
b)	LEI	213800GDSOBNKS1U1P93
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	Grant of options to acquire DFS Furniture plc £0.10 ordinary shares   ISIN: GB00BTC0LB89
b)	Nature of the transaction	Granting of nil cost share options under the DFS Furniture plc 2015 Long Term Incentive Plan
c)	Price(s) and volume(s)	1.48 348,689
d)	Aggregated information. - Aggregated volume - Price	N/A N/A
e)	Date of the transaction	14 December 2022
f)	Place of the transaction	Outside of a trading venue

Enquiries:

DFS:	TULCHAN
Liz McDonald (Group Company Secretary) Philip Hutchinson	James Macey-White
[e-mail]	[e-mail]

 

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