KELLER GROUP PLC Keller Group plc
Notification and public disclosure of transactions by Persons Discharging Managerial Responsibilities (“PDMRs”)
Awards made under Keller Group plc’s Long-Term Incentive Plan (“LTIP”)
On 15 March 2021 Keller Group plc (the “Company”) granted:
- Deferred bonus awards totalling 67,607 ordinary shares of 10p each in Keller Group plc (“Ordinary Shares”); and
- Performance share awards totalling 427,074 Ordinary Shares
as awarded by the Remuneration Committee under the terms of the LTIP to the PDMRs listed in the tables below.
The Company received notification from PDMRs on 17 March 2021 of the granting of deferred bonus awards and performance share awards under the LTIP in respect of the following number of Ordinary Shares.
Deferred Bonus Award – in respect of the year ended 31 December 2020
Executive Directors are subject to a deferral of 25% of any annual bonus payment into Ordinary Shares for a period of two years. The deferred award retains eligibility for dividend equivalents from the date of grant until the vesting date. Malus and clawback apply.
| Name | Position | No. of Ordinary Shares awarded1/3 | Total Deferred Bonus Awards outstanding3 |
| Michael Speakman | Chief Executive Officer | 23,530 | 28,310 |
| David Burke | Chief Financial Officer | 3,522 | 3,522 |
Other PDMRs are subject to a deferral into Ordinary Shares of any annual bonus payment in excess of 100% of salary. The deferral is also for a period of two years, with the deferred award retaining eligibility for dividend equivalents from the date of grant until the vesting date. Malus and clawback apply.
| Name | Position | No. of Ordinary Shares awarded1/3 | Total Deferred Bonus Awards outstanding3 |
| Eric Drooff | Chief Operating Officer of North America | 3,718 | 3,718 |
| James Hind | President of North America | 19,230 | 24,078 |
| Venu Raju | Engineering and Operations Director | 14,058 | 17,471 |
| Peter Wyton | President of APAC | 3,549 | 3,549 |
Performance Share Awards – for the period 2021/23
| Name | Position | No. of Ordinary Shares awarded 1/2/3 | Total Performance Share Awards outstanding3 |
| Michael Speakman | Chief Executive Officer | 102,858 | 335,995 |
| David Burke | Chief Financial Officer | 56,273 | 56,273 |
| Graeme Cook | Group Human Resources Director | 23,770 | 77,721 |
| Jim De Waele | President of Europe | 27,011 | 75,958 |
| Eric Drooff | Chief Operating Officer of North America | 28,879 | 105,465 |
| James Hind | President of North America | 61,247 | 202,904 |
| Kerry Porritt | Group Company Secretary and Legal Advisor | 20,709 | 63,719 |
| John Raine | Group HSEQ Director | 20,409 | 67,089 |
| Venu Raju | Engineering and Operations Director | 35,847 | 117,278 |
| Katrina Roche | Chief Information Officer | 22,059 | 22,059 |
| Peter Wyton | President of APAC | 28,012 | 85,567 |
The measures selected by the Remuneration Committee together with the associated targets are shown on the table below. The weightings are all set at 25% in order to provide balance between measures and materiality to each of them individually.
| Measure | Weighting | Vesting Schedule | ||
| % of award that will vest | ||||
| 0% | 25% | 100% | ||
| Operating Profit Margin | 25% | Below 5.2% | 5.2% | 6.2% |
| Cumulative EPS | 25% | Below 245p | 245p | 310p |
| ROCE | 25% | Below 12% | 12% | 18% |
| Relative TSR | 25% | Below median | Median | Upper quartile |
The Performance Share Award performance conditions are measured over a three year period ending on 31 December 2023, except for the Operating Profit Margin which is measured in year three. The Performance Share Award performance conditions are expected to vest in March 2024. Executive Directors are subject to a further two year holding period. Malus and clawback apply.
The above transactions took place in the United Kingdom, with a grant date of 15 March 2021 and the PDMRs being notified on 17 March 2021.
K A A Porritt
Group Company Secretary and Legal Advisor
17 March 2021
www.keller.com
1 The price used to calculate the maximum number of ordinary shares under the Deferred Bonus Award and Performance Share Award was 833p, being the average closing price on 10, 11 and 12 March 2021 of the Company's shares on the main market of the London Stock Exchange.
2 The amounts shown above represent the maximum possible number of Ordinary Shares that may be granted to the above named participants under the 2021 Performance Share Award.
3 The awards above exclude notional dividends.
LEI number: 549300QO4MBL43UHSN10
Classification: 2.2 Inside information
