TIDMBBA
RNS Number : 0872H
BBA Aviation PLC
05 June 2017
5 June 2017
Simon Pryce to leave BBA Aviation; Wayne Edmunds to become
Interim CEO
BBA Aviation plc (the "Group"), the market-leading global
aviation support and aftermarket services provider, announces the
departure of Simon Pryce as Chief Executive and the appointment of
Wayne Edmunds as Interim Chief Executive pending the appointment of
a permanent successor. Simon Pryce will step down as Chief
Executive and from the Board with effect from 30 June, 2017.
Simon Pryce has been Chief Executive of the Group for ten years.
With the successful integration of the U.S. $2.1bn acquisition of
Landmark Aviation now complete, and recent changes in his personal
family circumstances adversely impacting his ability to undertake
extensive overseas travel, the Group has determined that it is
appropriate to bring forward Simon Pryce's intended retirement.
Wayne Edmunds will be appointed Interim Chief Executive until
the process of finding a permanent successor is complete. Wayne
Edmunds is an experienced public company CEO who has been a
Non--Executive Director of the Group since 2013 and is currently
Chairman of the Audit and Risk Committee. Simon Pryce will remain
available to Wayne Edmunds and the Board throughout his notice
period to ensure a smooth and effective transition and to support
the continued successful execution of the Group's strategy.
Wayne Edmunds will be stepping down during the interim period as
a member of the Remuneration and Nomination Committees and as Chair
of the Audit and Risk Committee, with Peter Ventress taking over as
Chair of the Audit and Risk Committee.
Commenting on today's announcement, Sir Nigel Rudd, Chairman of
BBA Aviation, said:
"Simon Pryce has led the Group during an important period and
played a key role in managing BBA Aviation through the downturn and
in the transformation that has taken place over recent years. Simon
leaves the Group in a strong position and it continues to perform
well and in line with expectations. On behalf of the Board, I would
like to thank Simon for the significant contribution he has made
and wish him well for the future. I worked closely and successfully
with Wayne Edmunds during our time together at Invensys plc and his
appointment as Interim CEO allows the Board to conduct a rigorous
process to identify the right successor for the next stage of BBA
Aviation's development."
Simon Pryce said:
"I feel immensely privileged and proud to have been part of the
team that has achieved such an extraordinary re-positioning of BBA
Aviation. We have transformed the Group into a focussed provider of
value-added, IP-protected, business and general aviation and legacy
support services with attractive growth prospects. I would like to
thank the Board for their support over the last ten years and wish
the team well for the future."
Enquiries:
BBA Aviation plc
Group Finance Director: David Crook
Investor Relations: Matt Denham
020 7514 3999
Tulchan
David Allchurch
020 7353 4200
Compensation arrangements for Simon Pryce:
The following information is provided in accordance with section
430(2B) of the Companies Act 2006.
Following Simon Pryce stepping down as CEO from 30 June 2017 he
will continue to remain an employee for the duration of his garden
leave period until 5 June 2018 during which period he will receive
his current salary, benefits and pension contribution. There will
be no entitlement to bonus for the period of garden leave.
In respect of the 2017 financial year Simon Pryce will receive a
bonus pro-rated to the period worked during the year and based on
the satisfaction of the performance conditions at the end of the
year. Bonus payment will be made at the same time as to other
executives of the Company.
Simon Pryce holds a number of subsisting awards under the
following Company share plans:-
-- BBA 2006 Deferred Bonus Plan (the "DBP").
-- BBA 2015 Deferred Stock Plan (the "DSP").
-- BBA 2015 Long-Term Incentive Plan (the "LTIP").
-- BBA 2015 Extended Long-Term Incentive Plan (the "ELTIP").
DBP & DSP Awards
The performance conditions for awards granted under the DBP and
DSP were satisfied at the date of grant with the only ongoing
condition being continued employment at the relevant vesting date.
Awards under these Plans vest in equal tranches over a three year
period with the risk of forfeiture ceasing at each vesting date.
Shares subject to vested awards can only be sold at the release
date which is three years from the date of grant. Dividend
equivalents may be provided on vested shares on the release
date.
Simon Pryce will remain employed by the Company at the vesting
dates below and therefore the tranches of the award set out will
automatically be eligible to vest in accordance with the rules of
the Plan. He will remain subject to the terms and conditions of the
Plan and will not be able to sell shares until the relevant release
date.
Date of Vesting Date Release Date Number of
Grant Shares
------------ -------------- -------------- ----------
13.03.2015 13.03.2018 13.03.2018 31,880
------------ -------------- -------------- ----------
11.03.2016 11.03.2018 11.03.2019 82,808
------------ -------------- -------------- ----------
17.03.2017 17.03.2018 17.03.2020 54,275
------------ -------------- -------------- ----------
The Remuneration Committee has determined that the following
additional tranches of DSP awards will vest on their original
vesting dates and be subject to their original release dates. The
basis of the Committee's determination is that these tranches have
already been earned by Simon Pryce.
Date of Vesting Date Release Date Number of
Grant Shares
------------ -------------- -------------- ----------
11.03.2016 11.03.2019 11.03.2019 82,808
------------ -------------- -------------- ----------
17.03.2017 17.03.2019 17.03.2020 54,275
------------ -------------- -------------- ----------
17.03.2017 17.03.2020 17.03.2020 54,275
------------ -------------- -------------- ----------
LTIP and ELTIP Awards
The performance periods for the 2015 awards granted under the
LTIP and ELTIP will have been completed prior to Simon Pryce's
cessation of employment. In addition, Simon Pryce will be employed
at the vesting date and release date for the LTIP award and
therefore this award will automatically be eligible to vest in
accordance with the rules of the LTIP. In respect of the ELTIP
award the Committee has determined that any shares earned at the
end of the performance period will continue to vest and be released
in accordance with the rules of the ELTIP.
Plan Date Vesting Date Release Maximum Number
of Grant Date of Shares capable
of Vesting
------- ------------ ------------------ ------------ -------------------
LTIP 12.03.2015 12.03.2018 12.03.2018 481,697
------- ------------ ------------------ ------------ -------------------
11.05.2019 (50%
of shares)
11.05.2020 (50%
ELTIP 11.05.2015 of shares) 11.05.2020 273,420
------- ------------ ------------------ ------------ -------------------
Dividend equivalents may be provided on vested shares on the
release date.
The 2016 and 2017 LTIP grants of 635,484 and 426,714 shares
respectively (together with the linked award of 15,557 and the
approved options from 2016) will lapse on Simon Pryce's cessation
of employment. No further awards will be made in 2018.
Entitlement under the 2014 Savings Related Share Option Scheme
will be treated in accordance with the rules of that scheme.
Payment for Loss of Office
Simon Pryce will receive no payments for loss of office.
Biographical details for Wayne Edmunds:
Wayne Edmunds was appointed to the Board of BBA Aviation in
August 2013. Wayne's current appointments include being Chairman of
Dialight PLC and a non-executive director of Ashtead Group and
MSCI, Inc. He was Chief Executive of Invensys plc until January
2014. He has extensive commercial experience, particularly in the
US markets. Previously, Wayne was Chief Financial Officer of
Invensys plc, having joined the business in 2008 as CFO of Invensys
Process Systems. He joined Invensys plc from Reuters America, Inc.
having held other senior business and financial roles in the
technology sector, including 17 years at Lucent Technologies,
Inc.
Information on BBA Aviation plc:
BBA Aviation plc is a market leading, global aviation support
and aftermarket services provider, primarily focused on servicing
the Business and General Aviation (B&GA) market. We support our
customers through three principal businesses: Signature Flight
Support is the world's largest fixed base operation (FBO) network
for B&GA users with more than 200 locations covering key
destinations in North America, Europe, South America, Caribbean,
Africa and Asia. Ontic is a leading provider of high-quality
equipment and cost-effective solutions for the continuing support
of maturing and legacy aerospace platforms with locations in the
USA, Europe and Asia. Engine Repair & Overhaul/Global Engine
Services is a leading independent engine service provider to global
B&GA operators, the rotorcraft market and regional airline
fleets with locations in the USA, Europe, South America, Asia and
the Middle East. For more information, please visit
www.bbaaviation.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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