This equates to a total of £391,084 for
Graham Clemett and £269,114 for Dave
Benson (these figures include dividend
equivalents). The net vested shares will
be subject to a two-year holding period.
The Committee considered that the LTIP
performance outturns were fair and reasonable
relative to the financial performance of the
business and also stakeholder experience.
As disclosed in our 2020 Directors’
Remuneration Report, the Committee was
mindful of the context prevailing on grant
of the 2020 LTIP awards. We concluded that
the awards would be granted on the normal
timetable but committed to remaining
mindful of guarding against windfall gains
as a result of share price movements over the
period. Taking into consideration a number
of factors, including the current share price
compared to that at the time of the grant and
share price movements over the period, the
Committee has concluded that participants
will not benefit from a windfall gain on the
2020 LTIP awards and therefore has
determined that no adjustment is required.
Proposed changes to the Directors’
Remuneration Policy
Our current Directors’ Remuneration Policy
was approved by shareholders at our 2020
AGM with a vote in favour of 99.54%. In line
with the regulatory timeline for Policy reviews,
we will be seeking shareholder approval for
a new Policy at our AGM in July this year.
Having carried out a detailed review, the
Remuneration Committee believes that whilst
our current Policy has worked well for us and
our stakeholders and remains strategically
aligned, the review provides us an
opportunity to further enhance this alignment
with limited change in a couple of areas.
As part of the Policy review, the Committee
completed a comprehensive programme of
shareholder engagement to ensure their views
were reflected in the new Policy and I would
like to thank them for their highly valued time.
I outline a summary of the key changes here,
and the full Policy is on pages 189 to 196.
Maximum annual bonus opportunity
for the CEO
The outcome of our Policy review this year
determined that, whilst the measures and
structure of our annual bonus Policy remain
fit for purpose, the current opportunity for
the CEO is materially behind that of companies
within the FTSE 250 and the FTSE 350 real
estate sector.
Whilst the Committee does not solely base
the remuneration of Workspace on the
comparison with its peers, it is essential that
the CEO package remains competitive in the
context of a complex and growing business
such as Workspace. As such, we are proposing
to increase the maximum bonus opportunity
for the CEO from 120% to 150% of salary.
This change enhances the portion of the CEO’s
total remuneration that is subject to stretching
performance targets, ensuring Workspace
rewards for strong business performance.
The CFO’s maximum bonus opportunity will
remain at 120% of salary.
The current annual bonus deferral of 33%
of the award into shares for three years will
be retained, which alongside the CEO’s
shareholding requirement of 200% of salary,
ensures full alignment with the experience
of shareholders.
LTIP performance measures
For the past five years, awards granted under
the LTIP have been subject to TSR and TPR
performance measures with equal weighting.
Following careful consideration, we are
proposing to remove TPR from the LTIP and
introduce three new measures to better align
our LTIP with our strategic priorities. No changes
are proposed to the existing TSR measure.
The proposed LTIP measures and weightings
for the 2023 LTIP grant are:
– TSR relative to FTSE 350 Real Estate
companies (excluding agencies) (25%)
– Earnings per Share (‘EPS’) growth (25%)
– Total Accounting Return (‘TAR’) (25%)
– Environmental, Social and Governance
(‘ESG’) metrics (25%)
The combination of these measures better
reflects the alignment with strategy and purpose.
EPS growth is an important headline measure
of Workspace’s financial performance, with
outcomes better aligned to our success in
active portfolio management and investment.
Including TAR as a measure in our LTIP
ensures we reward the creation of value for
shareholders in the form of dividends paid and
growth in Net Asset Value. Incorporating ESG
strongly aligns to the sustainability pillar of
our strategy, which includes focus on creating
sustainable environments and achieving net
zero by 2030. Full details on the targets for
the 2023 LTIP grant can be found on page 207.
The Committee determined that 2023 LTIP
awards would be granted at the normal level
of 200% of salary for the CEO and CFO.
When making this decision, the Committee
was mindful of our share price performance
over the year, particularly since awards were
last granted, and determined that at the end
of the performance period, careful
consideration will be given as to whether any
windfall gains have arisen from these awards.
Further to this, as with previous awards,
a performance underpin will apply to the
awards which allows the Committee to reduce
vesting should the Committee believe that the
outturn is inconsistent with the overall
performance of the business.
No other changes are proposed to our Policy
which is set out on pages 189 to 196. A full
summary of the implementation of Policy,
including annual bonus measures for the
2023/24 financial year, is set out on page 206.
Changes to below Board remuneration
Although the remuneration of below Board
employees does not fall in the remit of the
Policy, the Committee believes it is important
to communicate the proposed changes as
part of our open dialogue with shareholders.
It is a priority of the Committee to ensure
that employees below Board are rewarded
appropriately for their continued
contributions to the business, incentivised to
remain with Workspace, and are fully aligned
to the experience of our shareholders. We are
therefore proposing to grant restricted share
awards (‘RSAs’) below Board in place of the
performance based LTIP structure. Executive
Directors will not receive RSAs.
Engagement with our shareholders
We are grateful for the feedback and support
we receive from shareholders, and believe that
regular engagement with our stakeholders is
key to our commitment to achieving the
highest standards of corporate governance and
integrity. As I mentioned above, in line with this,
the Committee consulted with our largest
investors ahead of the renewal of our Policy
at our 2023 AGM. I am pleased to say that the
shareholders that engaged with us
appreciated our approach.
I look forward to your continued engagement
and I hope you will join the Board in
supporting our Directors’ Remuneration
Report and Directors’ Remuneration Policy
at the upcoming 2023 AGM.
Lesley-Ann Nash
Chair of the Remuneration Committee
6 June 2023
183
Workspace Group PLC
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