BBA Aviation PLC Directorate Change (0872H)

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

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June 05, 2017 02:00 ET (06:00 GMT)