Plus500 calls Extraordinary General Meeting seeking approval of directors’ pay hikes
Plus500’s CEO and CFO are set for a lump pay increase and a generous annual bonus, under the proposals to be put to vote at the EGM.
Online trading services provider Plus500 Ltd (LON:PLUS) is planning an Extraordinary General Meeting (EGM) in order to secure approvals of the revised remuneration agreements for its directors. The meeting is scheduled for 10.00am on January 21, 2019. It will be held at Liberum’s offices, Level 12, Ropemaker Place, 25 Ropemaker Street, London EC2Y 9LY.
In an announcement on its website, Plus500 says that after its move in June 2018 from AIM to the premium list of the Main Market of the London Stock Exchange and the company’s inclusion in the FTSE 250 Index, the Remuneration Committee considered that it is appropriate to change the current remuneration arrangements and move towards a structure more in line with investor remuneration guidelines and developments in best practice.
The Remuneration Committee has developed a new remuneration structure “which is sensitive to the UK listing environment and associated corporate governance best practice where appropriate”.
In particular, Plus500 proposes:
- To approve an increase to the fees payable to Ms. Penelope Judd for her services as the Chairman of the Company’s Board of Directors from £90,000 gross per annum to £150,000 gross per annum effective January 1, 2019.
- To approve an increase to the fees payable to Mr. Charles Fairbairn for his services as senior Non-Executive Director from £75,000 gross per annum to £120,000 gross per annum effective January 1, 2019.
- To approve an increase to the fees payable to Mr. Steven Baldwin for his services as a Non-Executive Director from £54,500 gross per annum to £65,000 gross per annum effective January 1, 2019.
- To approve an increase to the fees payable to Mr. Daniel King for his services as a Non-Executive Director from £54,500 gross per annum to £65,000 gross per annum effective January 1, 2019.
- To approve an increase to the service contract fees payable to Wavesoft Ltd. – a company controlled by Gal Haber, the Managing Director and Director of the Company, for Mr. Haber’s services as Managing Director and Executive Director from NIS 1,250,000 (plus VAT) per annum to NIS 1,440,000 (plus VAT) per annum, effective January 1, 2019.
- To approve the following remuneration terms for Mr. Asaf Elimelech, the Chief Executive Officer and an Executive Director of theCompany:
(a) An increase to the service contract fee payable to Mr. Elimelech for his services as Chief Executive Officer and Executive Director from NIS 1,100,000 per annum to NIS 1,700,000 (approx. USD 460,000) per annum, effective January 1, 2019.
(b) The payment to Mr. Elimelech of an annual bonus for the year ending 31 December 2019.
(c) The grant to Mr. Elimelech of a share appreciation right in the amount of NIS 2,500,000 (approx. USD 675,000) vesting after two years from the date of grant, with a maximum payout amount of NIS 10,000,000 (approx. USD 2,700,000). Subject to the approval of this Resolution by the Company’s shareholders at the Extraordinary General Meeting, the effective grant date of the share appreciation right shall be 31 December 2018.
(d) The grant to Mr. Elimelech of an LTIP award with an aggregate value of NIS 1,000,000 (approx. USD 270,000).
- To approve the following remuneration terms for Mr. Elad Even-Chen, the Chief Financial Officer and an Executive Director of the Company:
(a) An increase to the service contract fee payable to Mr. Even-Chen for his services as Chief Financial Officer and Executive Director from NIS 1,100,000 per annum to NIS 1,700,000 (approx. USD 460,000) per annum, effective 1 January 2019.
(b) The payment to Mr. Even-Chen of an annual bonus for the year ending 31 December 2019.
(c) The grant to Mr. Even-Chen of a share appreciation right in the amount of NIS 2,500,000 (approx. USD 675,000) vesting after two years from the date of grant, with a maximum payout amount of NIS 10,000,000 (approx. USD 2,700,000). Subject to the approval of this Resolution by the Company’s shareholders at the Extraordinary General Meeting, the effective grant date of the share appreciation right shall be 31 December 2018.
(d) The grant to Mr. Even-Chen of an LTIP award with an aggregate value of NIS 1,000,000 (approx. USD 270,000).
- In addition, Mr. Elimelech and Mr. Even-Chen shall each be entitled to an annual bonus for the year ending December 31m 2019 as determined by the Remuneration Committee, consisting of the following:
(a) an annual bonus of up to 240% of the annual service contract fee (NIS 4,080,000 (approx. USD 1,102,000)) shall be payable subject to compliance with profitability criteria (the “Profitability Bonus”);
(b) an annual bonus of up to 160% of the annual service contract fee (NIS 2,720,000 (approx. USD 736,000)) shall be payable subject to compliance with regulatory and operational criteria (the “Regulatory Bonus”); and
(c) a discretionary annual bonus, in an amount and on payment terms as determined by the Remuneration Committee.
Two-thirds of the actual entitlement to the Profitability Bonus and the Regulatory Bonus shall be paid in cash following the approval and release of the 2019 consolidated annual accounts.
