News release

QinetiQ Group plc

Directorate Change and Leadership Team appointments

16 April 2024 - QinetiQ Group plc ("QinetiQ" or the "Group") announces that Carol Borg, Group Chief Financial Officer (CFO), and the Board have together agreed that Carol will step down from her role as Group CFO with effect from today. She will continue to be available to support the interim arrangements until the end of July.

QinetiQ has appointed Martin Cooper as Group CFO to succeed Carol and he is expected to join the QinetiQ Board no later than October. Martin is a qualified chartered accountant and has more than 25 years' experience leading multi-disciplinary teams in senior finance roles. He joins QinetiQ from BAE Systems where he held a number of positions including UK & Rest of World Financial Controller, Divisional Finance Director and most recently Investor Relations Director. 

To enable a smooth transition in the interim period prior to Martin joining QinetiQ, Heather Cashin, currently the Group Financial Controller, has been appointed Interim Group CFO. David Smith, former Group CFO of QinetiQ, has agreed to provide advice and support services to Heather and the Board during the interim period.

QinetiQ also announces the appointment of Iain Stevenson to the newly created role of Chief Operating Officer, and the appointment of Will Blamey as Chief Executive UK Defence. Both roles report to Group CEO Steve Wadey and they will be part of the QinetiQ Leadership Team. The new role of Chief Operating Officer will provide increased focus on the delivery of consistent operational performance across the Group as we continue to scale and grow.

Iain is currently Deputy Chief Executive of AWE, the UK nuclear science and technology company, and he will join QinetiQ in July. He is an experienced senior business leader having previously led large business divisions in the defence and construction sectors.

Will is promoted to the role of Chief Executive UK Defence, having been instrumental in the successful development and delivery of major programmes at QinetiQ, such as the Long-Term Partnering Agreement. Will joined QinetiQ in June 2018 and was previously Managing Director, Maritime & Land.

Steve Wadey, Group Chief Executive Officer said:

"I would like to thank Carol for all her service and contributions over the last few years and wish her well for the future.

"The Board and I are delighted we have secured the talents of both Martin and Iain and welcome them to the QinetiQ team. Martin brings valuable global experience, coupled with deep financial and operational expertise. His detailed understanding of our sector and the markets we operate in will be instrumental in helping the Group perform and grow. As our new Chief Operating Officer, Iain's demonstrable track record of delivery in programme management and operational performance will strengthen the strategic and operational capabilities of the Group.

"Together with Will's promotion, these appointments add strength and depth to our leadership team. They will further enhance our capability to execute our plan for long-term growth and deliver compelling shareholder value."

Notes:

9.6.11R and 9.6.13R of the Listing Rules of the UK Listing Authority

This notice is given in fulfilment of the obligation under paragraph 9.6.11R of the Listing Rules.  There are no further matters regarding Martin Cooper's appointment required to be disclosed under paragraph 9.6.13R of the Listing Rules.

Martin Cooper remuneration

Martin's remuneration arrangements will be in accordance with the Remuneration Policy (the "Policy") approved by shareholders at the 2023 AGM, as set out in QinetiQ's FY23 Annual Report & Accounts. In summary, Martin will:

·    Receive a base salary of £455,000 per annum.

·    Participate in the Annual Bonus Plan with a maximum annual payment of 200% of base salary, of which 70% will be paid in cash and 30% will be deferred for two years through the grant of a deferred bonus award under the Annual Bonus Plan.

·    Participate in the QinetiQ Long Term Performance Award (LPA) with a maximum annual award of 250% of base salary. His first award will be granted as soon as practicable after his appointment on the same terms as grants to other QinetiQ employees in FY25 and will form part of the compensation for in-flight long-term incentive awards forfeited at his current employer.

·    Be eligible for the grant of restricted share awards with a total value at grant of £900,000 (gross) as compensation for his other forfeited in-flight share awards with Martin's current employer. The award will be in two tranches, £550,000 vesting in March 2026 and £350,000 vesting March 2027 consistent with the forfeited share awards, and each with an additional year before vesting compared to his forfeited awards.  

·    Receive a cash allowance of 10.5% of salary per annum in lieu of a pension contribution (in line with the level of pension contribution paid to the majority of QinetiQ's UK pension scheme members).

·    Receive a car allowance of £13,000 per annum and other standard benefits, which are not materially different in nature or value relative to the previous Chief Financial Officer.

·    Be required to build a shareholding in QinetiQ of 200% of base salary within 5 years of appointment.

·    Be subject to a notice period of 12 months (by either party).

Carol Borg remuneration                                                     

Carol's remuneration arrangements will be in accordance with the Policy, the terms of her contract of employment and the rules of the relevant bonus and incentive plans. Carol will be paid in lieu of her 12 month notice period, in quarterly instalments. If Carol obtains an alternative remunerated position during the period of quarterly payments then any remaining quarterly payments will be reduced by the amount received in respect of such employment or engagement.

Carol will receive:

·    Her FY24 Annual Bonus Plan, 70% of which will be paid as a cash award in June 2024 (normal pay date) and 30% will be deferred and vest on the normal vesting date in 2 years (June 2026), to the extent relevant performance conditions under the plan are satisfied.

·    The balance in her Plan Account under Element A of the 2017 QinetiQ Incentive Plan (the "Bonus Banking Plan"), which will vest on the normal vesting date and subject to the performance underpin being met.

·    The conditional share award granted to her under the QinetiQ Compensation Share Plan upon her appointment in 2021, which will vest on the normal vesting date.

·    The conditional share awards granted to her under the Deferred Share Plan, reduced on account of time pro-rating. The award will vest on the normal vesting date, subject to the relevant performance underpin being met.  Shares awarded will remain subject to a two-year holding period from the vesting date.

No sums will be payable in respect of bonus for QinetiQ's financial year ending 31 March 2025.  The conditional share award granted to Carol under the QinetiQ Long Term Performance Award (LPA) for the 2024 performance year have lapsed, and no award will be made under the LPA for the 2025 performance year.

Further details of Martin's remuneration will be provided in QinetiQ's FY24 Annual Report & Accounts. Further details of Carol's outgoing arrangements will provided on QinetiQ's website in accordance with section 430(2B) of the Companies Act 2006.

About QinetiQ

QinetiQ is an integrated global defence and security company focused on mission-led innovation. QinetiQ employs circa 8,500 highly-skilled people, committed to creating new ways of protecting what matters most; testing technologies, systems, and processes to make sure they meet operational needs; and enabling customers to deploy new and enhanced capabilities with the assurance they will deliver the performance required.

For further information please contact:

Lindsay Walls, Group Director Communications:                                        +44 (0) 7793 427582

John Haworth, Group Director Investor Relations:                                      +44 (0) 7920 545841

James Field, Company Secretary:                                                               +44 (0) 7841 662957