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Casa • Investors • Section 430 2B – Rajiv Sharma

Section 430(2B) - Rajiv Sharma

Companies Act 2006 Statement

The following information is provided in accordance with section 430(2B) of the Companies Act 2006.

As announced on 30 May 2024, as part of Coats Group plc’s leadership succession plan, the Board reached agreement with Rajiv Sharma that he would step down from the role of Group Chief Executive and Executive Director on 30 September 2024.

The following information is provided in accordance with section 430(2B) of the Companies Act 2006. The arrangements set out below comply with the Company’s Remuneration Policy, which was approved by shareholders at the Annual General Meeting on 17 May 2023.

Salary and benefits

Mr Sharma received his normal remuneration in accordance with his service agreement up to and including 30 September 2024, when he ceased to be employed by the Group.

Mr Sharma received a payment in lieu of accrued but untaken holiday as of 30 September 2024.

No further payments relating to salary or benefits will be made in connection with Mr Sharma’s 12 month contractual notice period.

Annual bonus

As a result of cessation of employment being by way of mutual agreement in connection with the Board’s leadership succession plans, Mr Sharma remains eligible to participate in the Coats Group Annual Bonus Plan for the financial year ending 31 December 2024.  His entitlement to a bonus will be pro-rated for his service from 1 January 2024 to 30 September 2024 and subject to achievement of performance measures.

Any bonus due, will be paid in cash at the normal payment date and will remain subject to malus and clawback as well as the wider terms of the plan. The bonus earned will be disclosed in the 2024 Directors’ Remuneration Report.

Deferred Annual Bonus Plan Awards

Mr Sharma’s unvested Deferred Annual Bonus Plan (‘DABP’) awards over 1,752,251 shares relating to the financial years 2021, 2022 and 2023  will vest in full on the awards normal vesting date, subject to the rules of the DABP. Any dividend equivalents accrued in respect of these awards will be paid in the form of additional shares and capable of exercise thereafter. Any shares acquired in connection with these awards will remain subject to the rules of the DABP, including provisions relating to malus and clawback.

There are currently no outstanding vested DABP Awards.

Long Term Incentive Plan Awards

As a result of cessation of employment being by way of mutual agreement in connection with the Board’s leadership succession plans, The Remuneration Committee  determined that Mr Sharma will be treated as a good leaver in respect of his outstanding awards under the Coats Group Plc Long Term Incentive Plan (‘LTIP’). Mr Sharma’s unvested LTIP awards are over a total of 4,719,948 shares which relate to grants made in 2022, 2023 and 2024.  The awards will remain eligible to vest on their normal vesting dates, each subject to a pro-rata reduction to reflect the period from grant to 30 September 2024 relative to three years, and the application of performance targets. 

In accordance with the rules of the LTIP, any vested shares will remain subject to the terms of the Plan which include a two year holding period from vesting and malus and clawback provisions.

Mr Sharma currently holds 1,987,877 vested but unexercised shares which, for the reasons described above, will remain eligible to be exercised up until 1 month following the end of the relevant holding period.

Any accrued dividend equivalents will be paid in the form of additional shares.

Contribution to legal costs

Mr Sharma will receive a contribution not exceeding £1,750 in respect of the legal costs incurred in relation to this cessation of employment.

Further information

Relevant remuneration details will be disclosed for Mr Sharma in the Annual Report & Accounts for the financial year ending 31 December 2024. Other than the items referenced above, Mr Sharma will not receive any remuneration payments or payments for loss of office.

Mr Sharma is contractually bound to hold 200% of his base salary for two years following cessation of employment.

In accordance with section 430(2B) of the Companies Act 2006, the information contained in this document has been made available on the company’s website until such time as the Company’s Annual Report & Accounts for the financial year ending 31 December 2024 is made available.