28 Sep 2015 07:00
Exova Group plc
(the "Company")
28 September 2015
Appointment of Chief Financial Officer
Further to the announcement on 28 August 2015 of Anne Thorburn's intention to retire, Exova Group plc is pleased to announce the appointment, with effect from 30 November 2015, of Philip Marshall as Chief Financial Officer and an executive director.
On 28 September 2015, Philip will join the Company and he will work alongside Anne Thorburn for an initial handover period to ensure a smooth transition. Anne will continue as Chief Financial Officer and an executive director until 30 November 2015 and will retire with effect from 18 December 2015.
Philip joins Exova most recently from Wood Mackenzie, a global leader in commercial intelligence for the energy, metals and mining industries, where he was Chief Financial Officer from April 2014 until June 2015. Philip previously spent 17 years with General Electric Company where he was latterly the President and Chief Executive Officer of the European, Middle East and Africa (EMEA) Consumer and Industrial Solutions business, having also been Chief Financial Officer of this business from 2005 to 2008. Philip holds a Bachelor of Arts Degree from University of West London and is a qualified Chartered Management Accountant.
Ian El-Mokadem, Chief Executive Officer, commented: "I am delighted that Phil will be joining our Board. He brings with him a wealth of highly relevant experience and I look forward to working with him. I would also like to thank Anne for her significant contribution to Exova over the last six years and her continued commitment during the handover period. Anne will be leaving the business with our very best wishes."
Philip Marshall is a non-executive director of PhotonStar LED Group plc. No other information is required to be disclosed pursuant to Listing Rule 9.6.13R in relation to Philip's appointment as Chief Financial Officer of Exova.
For further information please contact:
Neil MacLennan
General Counsel and Company Secretary
Exova Group plc
Telephone: +44 (0) 131 333 8053
Appendix
Philip Marshall - Remuneration Arrangements
Philip's basic salary will be £325,000 and he will be eligible for an annual bonus of up to 125% of basic salary earned in the relevant year. The bonus targets, which consist of a combination of financial and strategic/operational conditions, are set by the Remuneration Committee and are appropriately stretching. Additionally, Philip will receive a pension allowance of 15% of basic salary, car allowance, private healthcare and other customary benefits.
Under the Company's Long-Term Incentive Plan (LTIP), Philip will receive a share award equal to 85% of his basic salary in respect of 2015. This award is subject to the relevant Plan rules and performance conditions. He will also receive a one-off nil cost LTIP award equivalent to 85% of salary which, subject only to his continued employment, will vest on the 2nd anniversary of this appointment. This one-off award is made to recruit Philip and was agreed after carefully considering the Company's Directors' approved remuneration policy and taking appropriate external advice.
Philip's service contract requires 12 months' notice of termination by him and 12 months' notice by the Company. Philip's service contract, remuneration and benefits will be consistent with the Company's Directors' remuneration policy as approved by shareholders at the Annual General Meeting on 14 May 2015. The policy is set out in full in the Company's 2014 Annual Report and Accounts.
Payment for loss of office
Anne Thorburn will retire with the agreement of the Company and no payment shall be made to her for loss of office. Anne holds awards over 282,859 shares under the Company's LTIP scheme. The Remuneration Committee has agreed that, in accordance with the Company's Directors' remuneration policy, she will be treated as a good leaver under the scheme rules with subsisting LTIP awards pro-rated to time from the date of grant to the date of cessation. Vesting will be subject to performance conditions measured over the original performance period. Based on her cessation of employment on 18 December 2015, the maximum number of shares capable of vesting at the end of the performance period is 103,271 (with a current value of £172,463, based on the closing price on 25 September 2015 of 167p per share).
About Exova
Exova is one of the world's leading laboratory-based testing groups, trusted by organisations to test and advise on the safety, quality and performance of their products and operations. Headquartered in Edinburgh, UK, Exova operates 143 laboratories and offices in 32 countries and employs around 4,500 people throughout Europe, the Americas, the Middle East and Asia/Asia Pacific.
Exova's capabilities help to extend asset life, bring predictability to applications, and shorten the time to market for customers' products, processes and materials. With over 90 years' experience, Exova specialises in testing across a number of key sectors from health sciences to aerospace, transportation, oil and gas, fire and construction.