Section 430(2B) Companies Act 2006 Statement
INTERTEK GROUP PLC
JONATHAN TIMMIS: SECTION 430(2B) COMPANIES ACT 2006 DISCLOSURE
On 20 March 2023, the Company announced that Jonathan Timmis had stepped down as a director and Chief Financial Officer of the Company. His employment with the Company ended on 17 March 2023 (the Termination Date).
The following information is provided in accordance with section 430(2B) of the Companies Act 2006.
All payments made and to be made to Jonathan Timmis are in line with the Company’s Directors' Remuneration Policy approved by shareholders at the Annual General Meeting of the Company on 26 May 2021.
Salary and Accrued entitlements
Jonathan was entitled to receive salary and other benefits in respect of the period to the Termination Date. Entitlement to receive salary and other benefits ended on the Termination Date. Jonathan was granted good leaver status in relation to his deferred annual bonus awards and long-term incentive plan awards which will be pro-rated and vest in line with the rules of the share plan. The long-term incentive plan awards will remain subject to the achievement of performance.
As part of the remuneration terms relating to his appointment, Jonathan was granted buy-out awards to compensate him for awards forfeited on leaving his previous employer. The Committee agreed that these awards will be pro-rated for his time in employment and will only vest if Jonathan is not employed by or engaged in any business or organization (whether as a partner, director, employee secondee, consultant, agent or otherwise but excluding one non-executive appointment) on the date on which such shares are due to vest. 13,026 shares vested on 1 April 2023, representing the second tranche of the award. A further 8,684 shares, representing the final tranche of the award, are due to vest on 1 April 2024.
Payments for Notice Period
Jonathan received a payment of £573,088 as payment in lieu of notice. The payment was made in monthly installments and was subject to Jonathan receiving no remuneration from any business in, of, or to which he is a partner, director, employee, secondee, consultant or agent. In the event that he does receive such income the amount so received will be deducted from the monthly salary and pension contributions payable in lieu.
2023 Annual Bonus
Jonathan will be eligible for a pro-rata annual bonus for the part of 2023 that he was in the employment of the Group. Any 2023 annual bonus award will be determined by the Remuneration Committee and will be paid at the normal time and in the normal way. This award will be subject to malus and clawback provisions.
2023 Long-Term Incentive Award
Jonathan was granted a long-term incentive award on 13 March 2023. This award lapsed in full.
The Company has made a payment to Jonathan Timmis’ legal advisers of £4,000 plus VAT.
Full details of the above payments will be disclosed in the Directors’ Remuneration Report for the year ending 31 December 2023.