Capital Limited
Annual Report 2024
Sustainability
Corporate
Governance
Financial
Statements
Supplementary
Information
Strategic
Report
81
Remuneration Summary of the year
In 2024, the Executive Chair (Jamie Boyton)’s
base salary was $416,000 per year, the
base salary of the CEO (Peter Stokes)* was
$520,000 per year and the Executive Director
(Brian Rudd)’s salary was $374,000 per year.
Reflecting the agreed performance targets
achieved relating to EBIT, Return on Capital
Employed, Annualised Growth, Capital
Management, Safety and Sustainability
metrics, the Remuneration Committee
determined to award a scheme bonus
payment in respect of 2024 of 31% of
maximum entitlement to all Executive
Directors, being 47% of salary to the
Executive Chair and the CEO, and 28% of
salary to the Executive Director (Brian Rudd),
as detailed later in this report.
LTIP awards granted in 2021 to the Executive
Chair and Executive Director (Brian Rudd)
vested during 2024. The awards were subject
to two three-year performance targets each
covering 50% of the award: a TSR compound
growth condition and an adjusted EPS
compound growth performance condition. As
detailed later in this report, EPS target was
achieved in full and TSR at 13.8%, and as a
result, the awards vested at 84%.
The Company made grants of LTIP awards
under the long-term incentive structure to the
Executive Chair, Chief Executive Officer, and
Executive Director (Brian Rudd) in 2024. The
Company intends to make a further grant in
the first half of 2025 to the current Executive
Directors. The structure of these awards is
disclosed in further detail later in this report.
The C
ommittee believes the policy
operated as intended in terms of Company
performance and quantum during 2024.
Remuneration in 2025
Following the resignation of Peter Stokes,
CEO, on 8 March 2025, the Executive Chair’s
remuneration has increased from $416,000 to
$550,000 per annum, effective 1 March 2025.
This reflects the change from 4 to 5 days per
week in addition to taking on the responsibilities
of CEO role in addition to current role of
Executive Chair. The salary of Brian Rudd
increased from $374,000 to $425,000 also
effective 1 March 2025 to reflect his increased
responsibilities following the departure of the
CEO, Brian Rudd now has a much broader role
and is expected to travel significantly more.
2024 Annual General Meeting
At our Annual General Meeting on 5 June
2024,154.6 million shares were voted to approve
the resolution on remuneration (98.3% of votes
cast) with 2.8 million shares voted against the
resolution (1.8%) and no votes withheld.
The Remuneration Committee was pleased
with the level of support for the resolution and
pleased that proxy advisers recommended
shareholders vote in favour of the resolution.
2025 Annual General Meeting
At our 2025 Annual General Meeting, the
Company will put its Remuneration Policy,
as set out in the section below, to a separate
resolution in addition to the resolution to
approve the Directors’ Remuneration Report.
In t
aking this decision, the Committee
considered the comments made by proxy
advisers as well as the UK governance
environment. This additional resolution will
allow shareholders to vote separately on
the remuneration framework as laid out
in the Policy as well as on decisions on
remuneration in the year as laid out in the
annual report on remuneration. As a Bermuda
registered company, Capital is not subject to
the 2006 Companies Act which applies to UK
main market companies and which enables
a shareholder vote on the remuneration
policy to be binding. As such, the vote will be
advisory. The Committee intends to adopt the
cycle applied to UK main market companies
and put its Policy to a shareholder resolution
every three years unless major changes are
proposed in which case the new policy will
be put to a resolution earlier.
The Policy outlined below contains two
material changes to the Policy laid out in
last year’s annual report. Firstly, in relation to
annual bonus, the Committee may vary the
portions of bonus paid out in cash and shares
rather than applying a fixed 50:50 approach.
Secondly, the Company is introducing a
post employment shareholding provision.
Under this provision, Executive Directors
are expected to hold the lower of 100% of
their actual holding at cessation and 150%
of salary (the shareholding guideline) for two
years pos
t cessation of employment. Shares
which have been or are in future purchased by
Executives will not be subject to this provision.
The policy contains additional notes and some
amendments to note, including in respect
of performance condition choice, employee
remuneration, loss of office, change in control,
malus and clawback, committee discretion,
external appointments, consideration
of stakeholder experience and legacy
arrangements. It contains further additional
information on service contracts and graphs
illustrating executive remuneration.
The Committee remains of the view that for its
long-term incentive awards, the combination
of absolute total shareholder return (TSR) and
earnings per share (EPS) remains appropriate
given the Company’s profile and outlook.
We have also included information on CEO
historical remuneration in the Annual Report
reflecting the disclosure requirements on UK
Main Market companies.
In light of the expansion of the responsibilities as
outlined above, the maximum bonus opportunity
for the short-term incentive plan (STIP) for the
Executive Director (Brian Rudd) has increased:
for stretch performance, previously from 90%
to now 150% of salary; and for on-target
performance, previously from 60% to now
100% of salary, both in line with Remuneration
Policy limits. For both LTIP awards, the
Executive Director’s (Brian Rudd) face value
percentage of salary has increased from 60% to
100% of salary. This is to reflect the Executive
Director’s increased responsibilities. To confirm,
100% of Mr Rudd’s bonus will now be subject to
corporate and financial performance objectives
(rather than the previous 80% corporate and
financial performance objectives with 20%
based on individual performance targets).
The R
emuneration Committee welcomes
all shareholder feedback on remuneration
and will continue with its approach of
shareholder consultation where significant
changes are considered.
Michael Rawlinson
Chair of the Remuneration Committee
Remuneration Committee Report continued