Share Award for Incoming CEO

Genus PLC

02 May 2023

 

For Immediate Release                                                                                                 2 May 2023

Genus plc
('Genus', or the 'Company')

Share Award for Incoming CEO

Further details on appointment of Chief Executive Officer

Disclosed below are the agreed reward arrangements for Jorgen Kokke, which are consistent with our shareholder approved Remuneration Policy.  

He will be paid a basic annual salary of US$825,000.  He will additionally receive a pension contribution worth 6% of this salary.  

Jorgen will also receive payments following appointment of c£4m, the majority of which will be made in Genus share awards with future vesting dates subject to continued employment and which are set out below.  These awards, which will be granted over Genus shares, are for loss of compensation of incentives held at Ingredion, the valuation of which has been determined in line with our Remuneration Policy, and which will be fully disclosed in our Annual Report. 

His ongoing variable reward opportunity will be structured as follows:

·    An annual bonus opportunity of up to 200% of salary, with compulsory deferment of one-third of any bonus paid into shares, to be held for a minimum period of 3 years.

·    In September 2023 (only) we will use the exceptional limit available within our Remuneration Policy to make a long term incentive award of 400% of salary under the Performance Share Plan (PSP).  These awards will vest after three years subject to achievement against company performance targets, and will be subject to a further two year holding period following vesting. 

·    In future years, expected to be from September 2024 onwards, long term awards will be in line with the standard level permissible our Remuneration Policy (currently 200% of salary). 

In addition to the above changes the Company provides the following updates:

·    Further to the announcement of the forthcoming retirement of Stephen Wilson on 30 September, the Remuneration Committee has determined that Stephen will be treated as a good leaver from the business.  The approach to reward will be in line with our agreed Remuneration Policy and we will make full disclosures as required under Section 430(2b) at the point of leaving and within our next Annual Report.

·    Following determination of her future role and responsibilities and a market review of compensation, the Committee have decided to increase the salary for Alison Henriksen to £480,930 effective 1 July 2023.  No further increases will be made in September 2023 or September 2024 with next scheduled review in September 2025.  In reaching this decision the Board have considered and redefined the scope of the role that will be performed by Alison following the appointment of Jorgen Kokke.  In particular, this will reflect the fact that she will be the sole Executive Director based primarily in the UK following the change of CEO.  The Committee view this aspect as an extension of her current role, and this is reflected within the revised salary level that will be payable.

This announcement is made in accordance with Listing Rule 9.6.11R.  

Director/PDMR Shareholding

Genus plc (LSE: GNS) announces that on 2 May 2023, Jorgen Kokke was granted awards of shares in respect of buyout of compensation forfeited from Ingredion as a result of his resignation.  These have been awarded in line with the Company's Remuneration Policy, which is set out in our latest Annual Report.

These awards have been granted pursuant to Listing Rule 9.4.2R as nil-cost share options over ordinary shares on substantially similar terms to the Genus 2019 Performance Share Plan ('PSP'), but without further Genus company performance conditions and have been determined to be a fair value for awards that have been forfeited at Ingredion, with vesting dates designed to mirror the operation of those awards where applicable.  Further details of the approach adopted by the Committee to determination of this value will be provided in our Annual Report. 

Date of Grant	Number of Nil-Cost Options Granted	Scheduled Vesting Date
2 May 2023	59,055	23 February 2024
2 May 2023	7,649	2 May 2024
2 May 2023	44,933	28 February 2025
2 May 2023	7,649	2 May 2025
2 May 2023	7,649	4 May 2026

The below notifications, made in accordance with Article 19 of the Market Abuse Regulation (EU) 596/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, give further detail of the nil-cost option awards made on 2 May 2023.

For further information please contact:

Genus:

Dan Hartley, Group General Counsel and Company Secretary                     Tel: [phone]

Table A - Buy-out of Ingredion awards vesting on 23 February 2024

1.	Details of the person discharging managerial responsibilities / person closely associated
a.	Name	Jorgen Kokke
2.	Reason for the notification
a.	Position/status	Chief Executive Officer designate
b.	Initial notification /Amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a.	Name	Genus plc
b.	LEI	54930022EOITNKSIGH56
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 10p each. GB0002074580
b.	Nature of the transaction	Award of nil-cost share options granted under Listing Rule 9.4.2R over ordinary shares in Genus.
c.	Price(s) and volume(s)	Price Volume 0p 59,055
d.	Aggregated information ·    Aggregated volume ·    Price	n/a
e.	Date of the transaction	2023-05-02
f.	Place of the transaction	Outside a trading venue.

Table B - Buy-out of Ingredion awards vesting on 2 May 2024

1.	Details of the person discharging managerial responsibilities / person closely associated
a.	Name	Jorgen Kokke
2.	Reason for the notification
a.	Position/status	Chief Executive Officer designate
b.	Initial notification /Amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a.	Name	Genus plc
b.	LEI	54930022EOITNKSIGH56
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 10p each. GB0002074580
b.	Nature of the transaction	Award of nil-cost share options granted under Listing Rule 9.4.2R over ordinary shares in Genus.
c.	Price(s) and volume(s)	Price Volume 0p 7,649
d.	Aggregated information ·    Aggregated volume ·    Price	n/a
e.	Date of the transaction	2023-05-02
f.	Place of the transaction	Outside a trading venue.

Table C - Buy-out of Ingredion awards vesting on 28 February 2025

1.	Details of the person discharging managerial responsibilities / person closely associated
a.	Name	Jorgen Kokke
2.	Reason for the notification
a.	Position/status	Chief Executive Officer designate
b.	Initial notification /Amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a.	Name	Genus plc
b.	LEI	54930022EOITNKSIGH56
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 10p each. GB0002074580
b.	Nature of the transaction	Award of nil-cost share options granted under Listing Rule 9.4.2R over ordinary shares in Genus.
c.	Price(s) and volume(s)	Price Volume 0p 44,933
d.	Aggregated information ·    Aggregated volume ·    Price	n/a
e.	Date of the transaction	2023-05-02
f.	Place of the transaction	Outside a trading venue.

Table D - Buy-out of Ingredion awards vesting on 2 May 2025

1.	Details of the person discharging managerial responsibilities / person closely associated
a.	Name	Jorgen Kokke
2.	Reason for the notification
a.	Position/status	Chief Executive Officer designate
b.	Initial notification /Amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a.	Name	Genus plc
b.	LEI	54930022EOITNKSIGH56
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 10p each. GB0002074580
b.	Nature of the transaction	Award of nil-cost share options granted under Listing Rule 9.4.2R over ordinary shares in Genus.
c.	Price(s) and volume(s)	Price Volume 0p 7,649
d.	Aggregated information ·    Aggregated volume ·    Price	n/a
e.	Date of the transaction	2023-05-02
f.	Place of the transaction	Outside a trading venue.

Table E - Buy-out of Ingredion awards vesting on 4 May 2026

1.	Details of the person discharging managerial responsibilities / person closely associated
a.	Name	Jorgen Kokke
2.	Reason for the notification
a.	Position/status	Chief Executive Officer designate
b.	Initial notification /Amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a.	Name	Genus plc
b.	LEI	54930022EOITNKSIGH56
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 10p each. GB0002074580
b.	Nature of the transaction	Award of nil-cost share options granted under Listing Rule 9.4.2R over ordinary shares in Genus.
c.	Price(s) and volume(s)	Price Volume 0p 7,649
d.	Aggregated information ·    Aggregated volume ·    Price	n/a
e.	Date of the transaction	2023-05-02
f.	Place of the transaction	Outside a trading venue.

 

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