PDMR Transactions & other Remuneration Disclosures

 

25 March 2013

 

LLOYDS BANKING GROUP PLC ("GROUP") - NOTIFICATION OF TRANSACTIONS BY PDMRs AND OTHER REMUNERATION DISCLOSURES

This announcement details share awards made under the Group's annual bonus and Long-Term Incentive Plans to Persons Discharging Managerial Responsibilities ("PDMRs"), transactions by PDMRs, and also contains other remuneration disclosures.  All share awards are made in the ordinary shares of the Group of 10 pence each ("Shares").

Notification of Transactions by PDMRs

The disclosures made in this section of the announcement are made pursuant to Disclosure and Transparency Rule 3.1.4. No consideration is payable for the grant of awards notified in this announcement.

The structure and principles of Group remuneration have been developed following extensive consultation with the Group's major shareholders. 2012 awards and remuneration design for 2013 are set out in detail in the Directors' Remuneration Report, which is published today as part of the Group's 2012 Annual Report and Accounts.  This is available on the 'Financial Performance' page in the 'Investors' section of the Group's website www.lloydsbankinggroup.com.

Deferred Bonus Awards for 2012 Performance

Conditional rights to acquire shares under the Lloyds Banking Group Deferred Bonus Plan ("Deferred Bonus Plan") were awarded today in respect of 2012 performance ("Deferred Bonus Awards").  The first tranche will vest in June 2013 based on the prevailing share price, with the number of Shares notified to the market at that time. The remaining tranches will vest over the period September 2013 to September 2016 and are shown below. The Deferred Bonus Award for George Culmer will vest in March and September 2015.

Name of PDMR	Number of Shares Awarded 1
George Culmer	1,420,166
Andrew Bester	1,136,133
Alison Brittain	1,785,351
Juan Colombás	1,339,013
Mark Fisher	1,493,203
Antonio Lorenzo	1,136,133
David Nicholson	454,453
Toby Strauss	665,449
Matt Young	860,215
1 Based on a share price of 49.29 pence.

All Deferred Bonus Awards are subject to performance adjustment in full or in part if the performance that generated the award is found not to be sustainable.

Group Chief Executive Annual Bonus

On 1 March 2013, the Group announced its decision to award the Group Chief Executive, António Horta-Osório, a deferred annual performance bonus of £1,485,000 under the Group Deferred Bonus Plan. The award is a right to receive 3,012,781 Shares and is subject to the Group's normal performance adjustment policy and to the conditions set out below. The number of shares under award was determined by reference to a share price of 49.29 pence. At Mr Horta-Osório's request, the award will only vest if the Group's share price reaches 73.6 pence for a given period of time, or the UK Government sells at least 33 per cent of its shareholding in the Group at prices above 61 pence, in either case at any time during the five years following grant. The award cannot vest before the third anniversary of grant (even if one of these forfeiture conditions is satisfied earlier) and will be forfeited if neither of the conditions is satisfied before 26 March 2018. The performance adjustment policy will continue to apply after the third anniversary of grant of the award unless and until the conditions are satisfied. If the award vests between the third and fifth anniversaries of grant, Mr Horta-Osório must retain any vested Shares (net of any of his Shares sold on his behalf to meet income tax and National Insurance obligations) until the later of 26 March 2018 or 6 months following the date on which the award vests. 

Long Term Incentive Plan - 2013 Awards

Conditional rights to acquire Shares were awarded today under the Group's Long Term Incentive Plan ("LTIP").  The LTIP awards will vest in 2016 subject to the satisfaction of stretching performance measures.  

Name of PDMR	Maximum Number of Shares Awarded 1,2	Expected Value4
António Horta-Osório	7,425,441 3	£1,098,000
George Culmer	4,017,041	£594,000
Andrew Bester	3,905,457	£577,500
Alison Brittain	3,905,457	£577,500
Juan Colombás	3,576,283	£528,825
Mark Fisher	4,206,735	£622,050
Antonio Lorenzo	3,659,971	£541,200
David Nicholson	2,231,689	£330,000
Toby Strauss	2,929,093	£433,125
Matt Young	2,789,612	£412,500
1 Based on a share price of 49.29 pence. 2 Vesting in 2016 subject to the satisfaction of stretching performance measures. 3 Based on Mr Horta-Osório's 'reference salary' of £1,220,000. 4 The values for the LTIP awards are shown on an expected value basis. The actual vesting value will depend on the achievement of performance conditions and the share price at the date of vesting.

Sale of Shares

On 25 March 2013, we were notified that on 20 March 2013, Mark Fisher sold 980,934 Shares at 49.4 pence per Share.

All of the above transactions took place in the United Kingdom and the Shares are listed on the London Stock Exchange.

Other Remuneration Disclosures

Set out below are details of the emoluments of the eight highest paid senior executives and the number of colleagues earning in excess of £1 million.

Emoluments of the Eight Highest Paid Senior Executives*

The following table sets out the emoluments of the eight highest paid senior executives (excluding Executive Directors) in respect of the 2012 performance year. 

		Executive
		8		7		6		5		4		3		2		1
		£000		£000		£000		£000		£000		£000		£000		£000
	Fixed
	Cash based	400		245		977		500		754		924		1,052		700
	Total fixed	400		245		977		500		754		924		1,052		700
	Variable1
	Upfront cash	2		2		2		2		2		2		2		2
	Deferred cash	0		0		0		0		0		0		0		0
	Upfront shares	0		0		0		0		0		0		0		0
	Deferred shares	783		373		498		998		918		823		698		1,098
	Long term incentive plan2	0		618		0		0		0		0		0		0
	Total variable pay	785		993		500		1,000		920		825		700		1,100
	Pension cost3	80		49		106		100		189		160		164		175
	Total Remuneration	1,265		1,287		1,583		1,600		1,863		1,909		1,916		1,975
	1 Variable pay in respect of performance year 2012. 2 LTIP values shown reflect awards for which the performance period ended in 2012. 3 Pension cost based on a percentage of salary according to level.                * Includes members of the Group Executive Committee and Senior Executive level colleagues.

Colleagues Earning in Excess of £1 Million

 

The table below shows the number of colleagues (including Executive Directors and the eight Highest Paid Senior Executives) earning total remuneration in excess of £1 million in respect of the 2012 performance year.

Total Remuneration for 20121	£1,000,000 to £1,999,999	£2,000,000 to £2,999,999
All Colleagues	20	5
1 Total remuneration has been determined on the same basis as the schedule of the Eight Highest Paid Senior Executives.

 

For further information:

 

Investor Relations Charles King   Investor Relations Director [email protected] +44 (0)20 7356 3537

Corporate Affairs Matthew Young Group Corporate Affairs Director                    [email protected]  +44 (0)20 7356 2231