The Go-Ahead Group plc ("Go-Ahead")
Notification of Transactions of Directors/Persons Discharging Managerial Responsibility
On 15 December 2020, share options were granted with a nil exercise price under The Go-Ahead Group Long Term Incentive Plan 2015 ("LTIP") to the following Persons Discharging Managerial Responsibility:
| Name | Share Plan | Number of share awards granted under LTIP on 15 December 2020 |
| David Brown, Group Chief Executive | LTIP | 92,481 |
| Elodie Brian, Group Chief Financial Officer | LTIP | 35,506 |
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The performance targets for the 2020 LTIP Award are as outlined below and will be measured over the three-year performance period commencing with the start of the 2020/21 financial year and ending with the end of the 2022/23 financial period:
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| 2020 LTIP AWARD | Pay out (% of EPS element) | EPS to be achieved in Year 3 (2023) | Pay out (% of TSR element) | Relative TSR vs FTSE 250 | Pay out (% of Customer Service element) | Customer Service | Pay out (% of ESG element) | ESG | ||
| Bus | Rail | Environment | People | |||||||
| Weighting (% of total award) | - | 20% | - | 50% | � - � | 10% | 10% | � - | 5% | 5% |
| Below threshold | 0% | Less than 110p | 0% | Below median | 0% | Under 90% | Under 80% | 0% | Below 7.3% compounded reduction in CO2 emissions per vehicle mile | Below 17% gender diversity in Bus |
| Threshold | 10% | 110p | 25% | Median | 10% | 90% | 80% | 10% | 7.3% (2.5% p.a.) compounded reduction in CO2 emissions per vehicle mile | 17% gender diversity in Bus |
| Between threshold and maximum | Between 10% and 100% | 10% for every 3p | Between 25% and 100% | Between median and upper quartile | Between 10% and 100% | 90% to 92% | 80% to 83% | Between 10% and 100% | 10% for every % pt | 10% for every 0.3% pt |
| Maximum | 100% | 140p | 100% | Upper quartile | 100% | 92% | 83% | 100% |
| 20% gender diversity in Bus |
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The 2020 LTIP Award was calculated based on the average closing mid-market price of a Go-Ahead share during the five working days immediately prior to the grant date in accordance with the LTIP Rules, this being �9.435.�
These shares, which are held by The Go-Ahead Group Employee Trust, must be held for a period of three years after grant. Once vested, these shares are also subject to an additional holding period that applies until the later of (i) the fifth anniversary of the grant date or (ii) the second anniversary of vesting. During this time, any vested awards may not be sold (other than to pay any tax and NICs due on exercise). The terms of the 2020 LTIP award are subject to The Go-Ahead Group plc Malus and Clawback Policy which will be enforceable for the period from the grant date until three years from the vesting date.
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The remuneration committee (the "Committee") is mindful of the continued uncertainties presented by COVID-19 and the evolving effect on Go-Ahead's businesses, the transport sector and the wider market as a whole. As is normal practice, the Committee will ensure that any vesting is appropriate in the context of underlying financial performance and the experience of the Group's wider stakeholders. The Committee retains the ability to apply discretion when determining remuneration outcomes to ensure that the value of vesting is fully reflective of the performance delivered, outcomes are fair and to avoid any inappropriate windfall gains.
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The attached notification is made in accordance with the requirements of the EU Market Abuse Regulation and provides further detail of the number of share options awarded under the LTIP on 15 December 2020.
| 1 | Details of the person discharging managerial responsibilities/person closely associated | ||
| a) | Name | David Brown | |
| 2 | Reason for notification | ||
| a) | Position/status | Group Chief Executive | |
| b) | Initial notification/ Amendment | Initial notification | |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| a) | Name | �The Go-Ahead Group plc � | |
| b) | LEI | �2138009TF1SYOMQLBJ60 � | |
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted � | ||
| a) | Description of the financial instrument, type of instrument � Identification code | � Ordinary shares of 10 pence each � � � � GB0003753778 | |
| b) | Nature of the transaction | Grant of awards under The Go-Ahead Group Long Term Incentive Plan 2015 ("LTIP"). For further information, please see above. � � � � | |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| �NIL � � | 92,481 LTIP share options | ||
| d) | Aggregated information � �- Aggregated volume � � � � - Price | � � � 92,481 LTIP share options � � � � �NIL � | |
| e) | Date of the transaction | � 2020-12-15 � | |
| f) | Place of the transaction | N/A | |
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| 1 | Details of the person discharging managerial responsibilities/person closely associated | ||
| a) | Name | Elodie Brian | |
| 2 | Reason for notification | ||
| a) | Position/status | Group Chief Financial Officer | |
| b) | Initial notification/ Amendment | Initial notification | |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| a) | Name | �The Go-Ahead Group plc � | |
| b) | LEI | �2138009TF1SYOMQLBJ60 � | |
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted � | ||
| a) | Description of the financial instrument, type of instrument � Identification code | � Ordinary shares of 10 pence each � � � � GB0003753778 | |
| b) | Nature of the transaction | Grant of awards under The Go-Ahead Group Long Term Incentive Plan 2015 ("LTIP"). For further information, please see above. � � | |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| �NIL � � | 35,506 LTIP share options � | ||
| d) | Aggregated information � �- Aggregated volume � � � � - Price | � � � 35,506 LTIP share options � � � � � �NIL | |
| e) | Date of the transaction | � 2012-12-15 � | |
| f) | Place of the transaction | N/A | |
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For further information, please contact:
Carolyn Ferguson, Group Company Secretary on 0191 232 3123