FirstGroup plc
1 June 2018
FirstGroup Plc Board Changes
FirstGroup plc (the 'Group'), a leading transport operator in
the UK and North America,
announced yesterday a number of Board changes with Tim O’Toole
stepping down as Chief Executive and from the Board, Wolfhart Hauser taking on the interim role of
Executive Chairman and Matthew
Gregory taking on the interim role of Chief Operating
Officer in addition to his full-time role as Chief Financial
Officer.
Set out below are the details of Tim’s agreed termination
arrangements and the temporary remuneration increases for Wolfhart
and Matthew.
Tim O’Toole
The following arrangements comply with FirstGroup’s Directors’
remuneration policy approved by the shareholders at the 2015
AGM.
Payment and
benefits
In order to assist with a period of transition, Tim has agreed
to be placed on garden leave until his employment with the Company
ends on 30 September 2018. He will
continue to receive his current salary, benefits and pension until
30 September 2018. A maximum payment
of £699,167 in lieu of Tim’s salary, pension, car allowance and
medical insurance for the unexpired period of his notice will then
be made in eight equal monthly instalments beginning with the
Company’s October payroll. The instalments will be subject to
mitigation.
The Company will reimburse Tim, up to a maximum of £9,000 per
year, for expenses relating to taxation advice for years 2017/18
and 2018/19. He will also receive a capped contribution towards
reasonable legal fees incurred in connection with his
departure.
Share awards
Tim’s awards under the FirstGroup Long-Term Incentive Plan will
lapse on the termination of his employment with the Company. No
further Long-Term Incentive Plan awards will be made.
The Remuneration Committee having considered the matter
carefully has determined that Tim’s deferred bonuses under the
FirstGroup plc Executive Annual Bonus Plan, which were awarded in
2016 and 2017 and reflect past performance, will vest on their
normal vesting dates. The vesting of the 2017 award in 2020 will
remain conditional upon a determination of the Committee following
the conclusion of appropriate investigations into the 2016 Croydon
tram incident. If it is determined that any shares should vest, a
full explanation will be provided in the Directors’ remuneration
report. Tim will not receive a bonus in respect of 2018 and will
not be eligible for participation in any 2019 bonus scheme.
Wolfhart Hauser
In recognition of Wolfhart agreeing to act as Executive Chairman
pending the arrival of a new Chief Executive, he will receive
additional remuneration of £300,000 on a per annum basis during
this period. This brings his total fees on a per annum basis
to £595,000 for the interim period. Wolfhart will use the majority
of the additional fees he receives each month to purchase shares in
the Company. He will not participate in any executive incentive
arrangements or receive any executive benefits.
Matthew Gregory
As Matthew will be taking on the additional role of interim
Chief Operating Officer, with the operating divisions reporting to
him, his salary during this period will be increased from £437,000
to £500,000. His bonus under the Executive Annual Bonus Plan for
2018/19 will be based on his average salary during the year and
the payment of his monthly personal pension allowance will be
based on his actual salary for that month. However, the
current intention is that his Long-Term Incentive Plan award for
2018/19 will remain based on his salary of £437,000.
Contacts at FirstGroup:
Michael Hampson, Group General
Counsel and Company Secretary
Tel: +44 (0) 20 7725 3354
Contacts at Brunswick PR:
Jonathan
Glass / Andrew Porter /
Alison Kay, Tel: +44 (0) 20 7404
5959
FirstGroup plc (LSE: FGP.L) is a
leading transport operator in the UK and North America. With £6.4 billion in revenue
and around 100,000 employees, we transported 2.1 billion passengers
last year. Each of our five divisions is a leader in its field: In
North America, First Student is the largest provider of student
transportation with a fleet of 42,000 yellow school buses, First
Transit is one of the largest providers of outsourced transit
management and contracting services, while Greyhound is the only
nationwide operator of scheduled intercity coaches. In the UK,
First Bus is one of Britain's
largest bus operators, transporting 1.6 million passengers a day,
and First Rail is one of the country's largest and most experienced
rail operators, carrying more than 260 million passengers last
year.
Our vision is to provide solutions for
an increasingly congested world... keeping people moving and
communities prospering.
Visit our website at www.firstgroupplc.com and
follow us @firstgroupplc on Twitter.
Legal Entity Identifier (LEI): 549300DEJZCPWA4HKM93.
Classification as per DGTR 6 Annex 1R: 2.2 and 3.1