Director/PDMR Shareholding

JD Sports Fashion PLC

27 October 2023

 

JD Sports Fashion Plc

27 October 2023

JD Sports Fashion Plc

Grant of LTIP Awards Notification

Director/PDMR Shareholding

JD Sports Fashion Plc ('JD' or the 'Group') the leading retailer of sports, fashion, and outdoor brands, announces that on 26 October 2023, the Executive Directors noted below were granted long term incentive awards in the form of performance-based nil cost options over ordinary shares.

LTIP Awards in respect of FY24

Shareholders overwhelmingly approved a revised Directors' Remuneration Policy ('Policy') at the General Meeting in December 2022. This Policy followed a full review of remuneration structure and practices by the Remuneration Committee and puts in place a refreshed reward strategy for the Group in line with the business strategy which includes the introduction of bonus deferral, normalisation of the LTIP structure, greater alignment with shareholders and wider employee share ownership by delivering wholly in shares, formalisation of a two year post-vesting holding period, introduction of formal in-employment and post-cessation shareholding requirements and strengthening of the malus and clawback provisions in line with best practice.

The following awards have therefore been made:

PDMR	Award	Number of shares granted
Régis Schultz	FY24 LTIP	1,627,607
Dominic Platt	FY24 LTIP	853,043

The FY24 awards are subject to the following performance conditions:

EPS performance condition	Threshold (25% of maximum)	Target (50% of maximum)	Maximum (100% of maximum)
FY26 Adjusted Earnings Per Share*	5% p.a. growth (15.50p)	7.5% p.a. growth (16.63p)	10% p.a. growth (17.82p)

* Adjusted Earnings Per Share is calculated using "Profit Before Tax and Exceptionals" determined on a constant currency basis. FX rates used in EPS forecasts are: USD: 1.24, Euro 1.17.

The LTIP award will also be subject to an ESG underpin such that the vested award will reduce by up to 20% on a "hit or miss" basis for each of two metrics if ESG performance of the Group is deemed not to be satisfactory over the relevant performance period, based on an assessment by the Remuneration Committee of the following conditions:

●     10% based on achievement of an Employee Engagement score in the final year of the performance period (based on results expected to be released in December 2025) at least equal to the retail engagement benchmark of 73% as provided by Expert Training Systems (ETS) or other similar external underpin measure as determined by the Remuneration Committee

●     10% based on achievement of a Climate Change rating of at least B by Carbon Disclosure Project (CPD) in the final financial year of the performance period 

Additional Awards in respect of FY23

As previously disclosed, no LTIP awards were made in 2022 because of significant changes to the composition of the Board and the Directors' Remuneration Policy review that was ongoing. However, now that the Board has stabilised and the new Policy is in place, the Company needs to address this and  make the awards to senior leaders to reflect the awards that would ordinarily have been made in October 2022 on an annual basis. The Company determined that this is an important step in incentivising the performance of its senior talent and moving to a more equity-based reward structure.

The Company is now also in a position to make a long-term incentive award to the CEO to reflect a contractual commitment given to him that he would also receive an ordinary course annual award in respect of FY23, which was to be granted as soon as practicable after he commenced employment. That award has been granted to the CEO on the terms that would have applied had the Company been able to make the award on its normal timetable in October 2022.

The award of 980,100 shares made to Régis Schultz in respect of FY23 will vest on 26 October 2027 and is subject to a Group PBT underpin which will be measured at the end of a three-year performance period commencing on 30 January 2022.

Buyout Award

Dominic Platt, the Company's Chief Financial Officer (CFO), has acquired 138,511 ordinary shares of 0.05 pence each in the Company. The shares were granted as part of a buyout award valued following his recent appointment, with half being in the form of cash and half being in the form of shares (after application of tax and social security) in order to give Dominic Platt a stake in the business and align with the interests of shareholders.

The buyout award granted is of equivalent value to awards made by his previous employer, which he forfeited upon commencing employment with the Company on 4 October 2023.

The shares pursuant to this award are subject to forfeiture provisions over a four-year period from his appointment as CFO, the ongoing shareholding requirement for Executive Directors, as well as malus and clawback provisions, in line with the Directors' Remuneration Policy. The CFO has committed to retain the shares under the buyout award in order to build up to the shareholding requirement.

Following this award, Dominic Platt has a total interest in 138,511 shares, representing 0.000027% of the issued share capital of the Company.

The Notification of Dealing Form set out below is provided in accordance with the requirements of the UK Market Abuse Regulation.

Enquiries:

JD Sports Fashion Plc                                                                                  Tel:  [phone]

Andrew Higginson, Chair

Régis Schultz, Chief Executive Officer

Theresa Casey, General Counsel & Company Secretary

Mark Blythman, Investor Relations Director

FGS Global                                                                                                        Tel: [phone]

Rollo Head

Jenny Davey

James Thompson

1.	Details of the PDMR / person closely associated
a)	Name	Régis Schultz
2.	Reason for the notification
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	JD Sports Fashion Plc
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 in JD Sports Fashion Plc of 0.05 pence each GB00BM8Q5M07
b)	Nature of the transaction	Grant of performance-based nil cost option over ordinary shares of JD Sports Fashion plc pursuant to the JD Sports Fashion Plc Long Term Incentive Plan 2022
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 1,627,607
d)	Aggregated information	N/A
e)	Date of the transaction	26 October 2023
f)	Place of the transaction	London Stock Exchange XLON

1.	Details of the PDMR / person closely associated
a)	Name	Dominic Platt
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	JD Sports Fashion Plc
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 in JD Sports Fashion Plc of 0.05 pence each GB00BM8Q5M07
b)	Nature of the transaction	Grant of performance-based nil cost option over ordinary shares of JD Sports Fashion plc pursuant to the JD Sports Fashion Plc Long Term Incentive Plan 2022
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 853,043
d)	Aggregated information	N/A
e)	Date of the transaction	26 October 2023
f)	Place of the transaction	London Stock Exchange XLON

1.	Details of the PDMR / person closely associated
a)	Name	Régis Schultz
2.	Reason for the notification
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	JD Sports Fashion Plc
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 in JD Sports Fashion Plc of 0.05 pence each GB00BM8Q5M07
b)	Nature of the transaction	Grant of performance-based nil cost option over ordinary shares of JD Sports Fashion plc pursuant to the JD Sports Fashion plc Long Term Incentive Plan 2021
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 980,100
d)	Aggregated information	N/A
e)	Date of the transaction	26 October 2023
f)	Place of the transaction	London Stock Exchange XLON

1.	Details of the PDMR / person closely associated
a)	Name	Dominic Platt
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	JD Sports Fashion Plc
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 in JD Sports Fashion Plc of 0.05 pence each GB00BM8Q5M07
b)	Nature of the transaction	Acquisition of shares pursuant to the buyout award
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 138,511
d)	Aggregated information	N/A
e)	Date of the transaction	26 October 2023
f)	Place of the transaction	London Stock Exchange XLON

 

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