The following information is provided in accordance with section 430(2B) of the Companies Act 2006.
Further to the announcement on August 21, 2017, Shire plc (“Shire” or the “Company”) confirms that Jeff Poulton stepped down from the Board of Directors of Shire plc and as Chief Financial Officer of the Company on December 31, 2017 (the “Departure Date”).
Details of the treatment of his remuneration on departure from the Company are provided below and will also be published in Shire’s 2017 Directors’ Remuneration Report. All treatment is in line with Shire’s approved Directors’ Remuneration Policy.
Salary, pension and benefits
In accordance with his employment contract and the Company’s Directors’ Remuneration Policy, Mr. Poulton will receive payments of salary, pension and benefits in respect of his unworked notice period (i.e. the period from January 1, 2018 to August 21, 2018) with a value of $494,997. The payments will be reduced by the value of his salary and pension benefits from his new employment during his unworked notice period and the first payments will be delayed by six months to comply with U.S. tax regulations. The first payment will therefore not be made until the first payroll date in July 2018. Details of the payments made will be disclosed in the 2018 Directors’ Remuneration Report in the section “Payments to past directors”.
Executive Annual Incentive
Deferred shares granted under the Executive Annual Incentive (“EAI”), will continue to vest at the normal date being the end of the respective three-year holding periods (further details are set out in the table below).
|Date of grant||Number of ADSs||Release date|
|March 11, 2016||560||March 11, 2019|
|March 10, 2017||1,160||March 10, 2020|
Mr. Poulton will receive an EAI award for the 2017 performance year which will be determined based on actual performance achieved, assessed when the final 2017 results are considered by the Remuneration Committee. 75 percent of this award will be paid in cash in March 2018 in line with the Directors’ Remuneration Policy and 25 percent will be granted in Restricted Stock Units (to be released in March 2021). This award will be subject to malus and clawback provisions.
Mr. Poulton will not participate in the EAI for the 2018 performance year.
Long Term Incentives
All outstanding equity awards granted under the Company’s Long Term Incentive Plan (“LTIP”) lapsed in full upon termination (i.e. those granted in 2015, 2016 and 2017).
Vested SAR awards, in accordance with the terms of the legacy Portfolio Share Plan (“PSP”), remain exercisable for a period of 12 months after the departure date, and if not exercised will lapse.
Mr. Poulton will not be granted an LTIP award in 2018 or any subsequent year.