FirstGroup PLC Board Changes

 
TIDMFGP 
 
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 GBP699,167 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 GBP9,000 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 GBP 
300,000 on a per annum basis during this period.  This brings his total fees on 
a per annum basis to GBP595,000 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 GBP437,000 to GBP500,000. 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 GBP437,000. 
 
Contacts at FirstGroup: 
 
Michael Hampson, Group General Counsel and Company Secretary 
 
Tel: [phone] 
 
Contacts at Brunswick PR: 
 
Jonathan Glass / Andrew Porter / Alison Kay, Tel: [phone] 
 
FirstGroup plc (LSE: FGP.L) is a leading transport operator in the UK and North 
America. With GBP6.4 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 
 
 
 
END 
 

(END) Dow Jones Newswires

June 01, 2018 09:39 ET (13:39 GMT)