Auto Trader Group plc Board Changes (3220X)

TIDMAUTO

RNS Number : 3220X

Auto Trader Group plc

29 April 2019

29 April 2019

AUTO TRADER GROUP PLC

BOARD CHANGES

Auto Trader Group PLC (LSE: AUTO, "Auto Trader" or the "Company"), the UK's largest digital automotive marketplace, announces that Trevor Mather, Chief Executive Officer ("CEO"), has notified the Board of his intention to retire from his position as CEO and as a director on 31 March 2020.

In line with the Company's long-term succession planning, Nathan Coe, who is currently Auto Trader's Chief Operating Officer ("COO") and Chief Financial Officer ("CFO"), will be promoted to the role of CEO-designate with effect from 1 May 2019 and will continue to be responsible for finance until taking over the CEO role full time following Trevor's departure in March 2020. Jamie Warner, who is currently Auto Trader's Deputy CFO, will be promoted to CFO-designate with effect from 1 May 2019. He will not join the Board immediately, but the intention is that he will do so in due course. Catherine Faiers, who is currently Auto Trader's Operations Director, will be promoted to COO from 1 May 2019, when she will also join the Board.

Commenting on the changes, Ed Williams, Chairman of Auto Trader, said:

"Trevor has made a phenomenal contribution to Auto Trader's success over the last six years. In addition to leading the hugely successful IPO, he has overseen a period of consistently strong financial results and shareholder returns whilst also working tirelessly to build a unique and values-led culture. The fact that we are able to promote from within to replace him, as well as the other senior roles around him, is clear testament to the strength of the team that he has developed and nurtured. We greatly appreciate everything that Trevor has done for the business, and the manner in which he has done it. We wish him the very best for the future.

"We are extremely fortunate to have such a natural and outstanding replacement for Trevor in the form of Nathan Coe. Nathan joined Auto Trader in 2007 to oversee the transition from a magazine business to being a purely digital company. He has been instrumental in shaping Auto Trader into one of the UK's leading digital businesses, and the Board is confident that he will be a worthy successor as CEO.

"We are also delighted to welcome Catherine Faiers to the Board as COO. Catherine joined Auto Trader in 2017, having previously been COO at Addison Lee, and is jointly responsible for the day-to-day operations of the business, working closely alongside Nathan. Jamie Warner has been with the business since 2012 in a range of finance functions and is currently Deputy CFO. We look forward to him succeeding Nathan as CFO and joining the Board in due course. Again, we are very lucky to have two such obvious and talented candidates internally."

Trevor Mather, CEO of Auto Trader, said:

"It has been the greatest privilege of my career to be at the helm of Auto Trader. It's an outstanding business, and I want to thank every one of the wonderful employees who have helped to create the successful Company that it is today. Nathan has effectively been running the business alongside me since 2017. He is more than ready to lead the Company and I am proud and lucky to have worked with him. I look forward to supporting the team over the coming year, and to watching Auto Trader's continued success beyond that.

"The time has come for me to give back. In particular to my close family who have made incredible sacrifices to support me, but also to other causes and sections of the broader community that I feel I can help."

Board Composition

Following these changes, the Board will comprise three Independent Non-Executive Directors, three Executive Directors and the Non-Executive Chairman. The composition of the Board is therefore compliant with the provision of the UK Corporate Governance Code that at least half the Board (excluding the Chairman) should be independent.

As Trevor's retirement date has been set as the end of the current financial year, on 31 March 2020, he will be standing for re-election at the Annual General Meeting to be held on 19 September 2019.

Remuneration arrangements

By mutual agreement, Trevor Mather's retirement date has been set at 31 March 2020 which materially reflects his 12-month notice period. Trevor will continue to receive his normal base salary, pension and benefits until his retirement on 31 March 2020. No payments will be made to Trevor in relation to the ending of his employment.

On the recommendation of the Remuneration Committee, the Board has determined that Trevor will be treated as a "good leaver" in respect of the Annual Bonus, the Company's Performance Share Plan (PSP) and the Deferred Annual Bonus Plan (DABP).

In accordance with the scheme rules, outstanding PSP awards will vest to the extent that targets are met. They will be pro-rated for time elapsed since grant and will vest on the normal vesting dates. By mutual agreement, Trevor has asked to waive any entitlement to receive further awards under the PSP. Outstanding DABP Awards will vest in full on the normal vesting dates.

Trevor will continue to be eligible to receive an Annual Bonus in relation to the financial year ended 31 March 2019, payable to the extent that targets set out in the bonus plan are met and settled half in cash and half in shares. Trevor will also be eligible to receive an Annual Bonus in relation to the financial year ending on 31 March 2020, payable to the extent that targets set out in the bonus plan are met and paid on the date when paid to other members of the bonus scheme. He will not be required to convert part of the 2020 bonus into shares in the Company, as specified in the scheme. However, Trevor has voluntarily undertaken to retain shares equivalent to 200% of his salary, for a minimum of two years post leaving, which is beyond the existing requirements of the Company's policy.

Further details will be included in the 2019 Annual Report which will be published in June 2019, and a statement will be made in accordance with section 430 2(B) of the Companies Act 2006 in due course.

Nathan Coe's remuneration package will remain unchanged at present but will be reviewed when he becomes CEO and Trevor Mather retires from the Board in March 2020.

Catherine Faiers' service contract, remuneration and benefits will be consistent with Auto Trader's Directors' Remuneration Policy as approved by shareholders at the 2018 AGM, and the details of her remuneration package will be included in the 2019 Annual Report which will be published in June 2019. There are no disclosures required in respect of the appointment of Catherine Faiers under paragraph 9.6.13 of the Listing Rules of the Financial Conduct Authority.

Auto Trader will report on its full year results for the financial year ending on 31 March 2019 on 6 June 2019.

To view the team's biographies, please visit https://plc.autotrader.co.uk/who-we-are/the-teams/

Media Enquiries:

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About Auto Trader

Auto Trader Group plc is the UK and Ireland's largest digital automotive marketplace. Auto Trader sits at the heart of the UK's vehicle buying process and its primary activity is to help vehicle retailers compete effectively on the marketplace in order to sell more vehicles, faster. Auto Trader listed on the London Stock Exchange in March 2015 and is a member of the FTSE 100 Index. The marketplace brings together the largest and most engaged consumer audience. Auto Trader has over 90% prompted brand awareness and attracts circa 55 million monthly cross platform visits each month, with over 70% of visits coming through mobile devices. The marketplace also has the largest pool of vehicle sellers (listing around 450,000 cars each day). Over 80% of UK automotive retailers advertise on autotrader.co.uk.

For more information, please visit http://about-us.autotrader.co.uk

Market abuse regulation

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014. Auto Trader Group plc Legal Entity Identifier: 213800QLK9BZILB1DI86. Notification by Claire Baty, Company Secretary

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April 29, 2019 02:02 ET (06:02 GMT)