29 April 2021
Serco Group plc (the 'Company')
Legal Entity Identifier: 549300PT2CIHYN5GWJ21
INITIAL NOTIFICATION OF TRANSACTIONS OF PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES ('PDMRs') IN ORDINARY SHARES OF 2p EACH IN THE COMPANY ('Ordinary Shares')
On 28 April 2021, following his appointment to the Board, the Company granted conditional share awards ('Performance Awards') over 306,899 shares to Nigel Crossley, Group Chief Financial Officer under the Serco Group plc 2019 Long-Term Incentive Plan ('LTIP') to top up the overall level of performance award granted for 2021 as disclosed in the 2020 Directors' Remuneration Report and within the approved Remuneration Policy'.
The Performance Awards have a normal vesting date of 6 April 2024 and vesting is conditional on continued employment and the satisfaction of five independent performance measures as follows:
| Performance Measure | Weighting
| Performance Target |
| Aggregate EPS | 25% | Statutory Earnings Per Share (EPS) before exceptional items (adjusted to reflect tax paid on a cash basis) of 25.17p (threshold, 25% vesting) to 27.96p (target, 50% vesting) to 30.76p (maximum, 100% vesting), measured as an aggregate over the three-year performance period ending 31 December 2023. |
| Relative TSR | 25% | Total Shareholder Return (TSR) of median (threshold, 25% vesting) to upper quartile (maximum, 100% vesting) when ranked relative to companies in the FTSE250 (excluding investment trusts), measured over the three-year performance period ending 31 December 2023. |
| Average ROIC | 25% | Pre-tax Return on Invested Capital (ROIC) of 16.5% (threshold, 25% vesting) to 18.3% (target, 50% vesting) to 20.2% (maximum, 100% vesting), measured as an average over the three-year performance period ending 31 December 2023. |
| ESG Scorecard | 15% | Employee engagement: · Average annual Group employee engagement score over the three-year performance period at or above 69 for on target performance, and at or above 71 for maximum performance.
Improvement in colleague diversity across gender (focusing on leaders) and ethnicity: · Gender diversity amongst our leaders to be measured as the percentage of women holding senior global leadership roles in 2023; target performance of 33%, and maximum performance at 35% or above. · Demonstrate significant progress on our approach and strategy for addressing ethnic diversity challenges throughout our organisation, and particularly in management and senior leadership roles. Commit to diversity charters where appropriate, such as the UK Race at Work charter, and show progress against the commitments made.
Improvement in our understanding, management and disclosure of Serco's environmental risks: · Demonstrate significant improvements in environmental performance and management of environmental risks, through actions taken in line with our environmental strategy and improvements in externally issued environment/climate change ratings. |
| Order Book | 10% | Book-to-bill ratio of 100% (target, 50% vesting) to 105% (maximum, 100% vesting) measured on a cumulative basis over the three-year performance period ending 31 December 2023. |
The Remuneration Committee retains discretion to change performance measures and targets, and the weightings attached to performance measures part-way through the performance period if there is a significant event, such as a major transaction.
For Executive Directors, any shares that vest will be subject to a post-vesting holding requirement that takes the total term of the award to a minimum of five years. Post-vesting clawback also applies to the Executive Directors awards. Awards to all participants are subject to pre-vesting malus.
This announcement is made in accordance with the requirements of the EU Market Abuse Regulation 596/2014. The notification of dealing forms can be found below.
Transaction notification
| 1
| Details of the person discharging managerial responsibilities / person closely associated
| ||||
| a)
| Name | Nigel Crossley | |||
| 2
| Reason for the notification
| ||||
| a)
| Position/status
| Group Chief Financial Officer | |||
| b)
| Initial notification /Amendment
| Initial notification | |||
| 3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| ||||
| a)
| Name
| Serco Group plc | |||
| b)
| LEI
| 549300PT2CIHYN5GWJ21 | |||
| 4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
| ||||
| a)
| Description of the financial instrument, type of instrument | Ordinary shares of 2 pence each ("Ordinary Shares")
| |||
| | | ||||
| Identification code | ISIN: GB0007973794 | ||||
| | | ||||
| b)
| Nature of the transaction
| The grant of conditional share awards on 28 April 2021 under the Serco Group plc 2019 Long-Term Incentive Plan. | |||
| c)
| Price(s) and volume(s) | | | | |
| | | Price(s) | Volume(s) | | |
| | | n/a | 306,899 | | |
| | | | | | |
| d)
| Aggregated information | | |||
| | | ||||
| - Aggregated volume | 306,899 | ||||
| | | ||||
| - Price | n/a | ||||
| | | ||||
| e)
| Date of the transaction
| 28 April 2021 | |||
| f)
| Place of the transaction | n/a | |||
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