Ultra Electronics Holdings PLC Directorate/ Board Change (2712L)

TIDMULE

RNS Number : 2712L

Ultra Electronics Holdings PLC

05 September 2019

Embargoed until 0700 5 September 2019

Ultra Electronics Holdings plc

("Ultra" or "the Group")

Directorate / Board Change

Ultra announces that Ami Sharma will step down from the Board and as Group Finance Director with effect from 1(st) December 2019 and will leave the Group on 31(st) December 2019. Ultra is pleased to announce that Jos Sclater will join the Group and be appointed to the Board as Group Finance Director on 9(th) December 2019.

Ami will have spent approximately ten years at Ultra, four of which as Group Finance Director. He has made a substantial and valuable contribution to the Group's operational and strategic performance during this time. With the Group now entering a new phase of development and strategic evolution, Ami has decided the time is right for him to step down.

Jos is currently CFO of Castrol Lubricants, part of BP Group. Prior to joining BP Group, Jos was the CFO of GKN before its acquisition by Melrose.

Jos has 20 years' experience in industrial and engineering multi-national companies. He has held senior financial, strategic, operational, risk and legal roles in ICI, Akzo Nobel and GKN, both in the UK and in Asia Pacific. Jos has extensive experience in finance, strategic planning, transformation, M&A and driving operational and commercial performance.

Ami Sharma commented:

"I have thoroughly enjoyed my time at Ultra and am immensely proud of the progress we continue to make. After nearly ten years with the Group, I feel that it is now the right time for me to seek a new set of challenges. I am confident in the new strategy and that the strong team at Ultra will continue to deliver success. I would like to thank the Board for their support over my combined ten years and wish the team well for the future."

Simon Pryce commented:

"Ami has played a very important role in the growth of Ultra. I would like to thank him for his personal support since I joined in 2018 and for his significant contribution to the Group. He leaves the Group well positioned for the next stage of our development, and we wish him every success in the future.

I am delighted to welcome Jos to Ultra. He has a strong track record, including relevant experience in strategic, operational and finance transformation, and a sharp operational and commercial focus. I am sure Jos will prove to be a great addition to the team and a major contributor to the delivery of Ultra's on-going Focus; Fix; Grow improvement initiatives and the creation of long-term and sustainable value for all of our stakeholders."

Enquiries:

 
 Ultra Electronics Holdings plc                [e-mail] 
 Simon Pryce, Chief Executive                  020 8813 4307 
                                              ----------------------------------------- 
 Gabby Clinkard, Head of Investor Relations    07891 206239 
                                              ----------------------------------------- 
 
 MHP Communications 
 Tim Rowntree/Ollie Hoare/Luke Briggs          020 3128 8771 
 

Compensation arrangements for Ami Sharma:

The following information is compliant with Ultra's Directors' Remuneration Policy approved by shareholders at the 2017 AGM and is provided in accordance with section 430(2B) of the Companies Act 2006:

Ami Sharma will step down from Ultra with effect from 31 December 2019 and will cease to be employed by the Group as at that date.

A payment of GBP178,500 in lieu of Ami's base salary will be payable on or after termination with up to a further GBP178,500 payable in six monthly instalments representing the balance of his contractual twelve month payment in lieu of notice. These payments will be subject to mitigation.

Ami will also receive a capped contribution towards reasonable legal fees incurred in connection with his departure.

Share awards:

The Remuneration Committee has reviewed Ami's contribution to the Group, his performance and the reasons for his departure. Having considered the matter carefully it has determined that Ami's deferred bonus under the Executive Annual Bonus Plan, which was awarded in 2018 and reflects past performance, will vest on its normal vesting date. It has also determined that Ami will retain his awards under the Ultra Long-Term Incentive Plan. If any shares should vest in accordance with the scheme rules, Ami's award will be time apportioned and a full explanation will be provided in the relevant Directors' remuneration report. Ami will not be eligible for participation in any 2020 bonus scheme and he will receive no further Long-Term Incentive Plan awards.

The Group confirms that Ami has not and will not receive any other remuneration payments for loss of office of the type specified in section 430(2B) of the Companies Act 2006.

The relevant remuneration details relating to Ami will be included in the Group's Directors' Remuneration Report.

Remuneration for Jos Sclater:

The key elements of Jos's remuneration, which is consistent with the Directors' Remuneration Policy approved by shareholders in 2017, are as follows:

   --    On appointment his annual base salary will be GBP425,000. 
   --    He will receive a pension allowance of 7.5% of base salary. 

-- He will be eligible to participate in the Executive Team Bonus Scheme up to a maximum of 125% of base salary per annum. 20% of any bonus payable will be deferred into Ultra shares in accordance with Ultra's Remuneration Policy..

-- He will be eligible to participate in the Group's Long Term Incentive Plan (LTIP) up to a maximum of 125% of base salary per annum and will receive a LTIP award of that amount on joining and a further award of that amount in 2020 at the same time as the LTIP awards for the remainder of the Executive Team are made.

-- As compensation for restricted stock foregone as a result of his joining Ultra, on joining, Jos will receive a deferred share award of Ultra shares to the value of GBP125,000 which will vest in three equal tranches on the first, second and third anniversaries of his joining Ultra. These will not have any performance conditions attached but vesting of each tranche will be conditional on his continued employment and his not having resigned or been terminated for cause at the relevant vesting date.

-- He will also receive other benefits consistent with those currently available for Ultra's Executive Directors including car allowance, life assurance, medical insurance for himself and his family and annual medical screening.

This announcement is made in accordance with paragraph 9.6.11 of the Listing Rules. There are no additional matters that would require disclosure pursuant to Listing Rule 9.6.13R in respect of Jos Sclater.

-Ends-

About Ultra:

Ultra is a specialist international application-engineered defence solutions provider. The Group operates predominantly in defence and other highly regulated markets with particular expertise in the maritime, and Intelligence & Communication domains. Ultra is a sub-system and systems provider, focused on providing mission specific, bespoke solutions for its customers.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

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September 05, 2019 02:01 ET (06:01 GMT)