Elementis plc
('Elementis' or 'the Company')
Director/PDMR Shareholding
NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY OR CONNECTED PERSONS
Elementis announces that on 8 April 2024 the following Directors have been granted conditional share awards under the Elementis plc 2018 Long Term Incentive Plan (LTIP) with a vesting date of 8 April 2027 at a cost of nil pence per share.
| Name | Title | Number of shares (Performance Share Awards) |
| Paul Waterman | Chief Executive Officer | 1,107,011 |
| Ralph Hewins | Chief Financial Officer | 489,054 |
The above quantum of awards are as detailed in the 2023 Directors' Remuneration Report and are based on award multiples set at 200% and 175% of salary both for the Chief Executive Officer and Chief Financial Officer respectively.
In addition, the Remuneration Committee (Committee) will retain discretion to reduce the number of shares on vesting should it be considered appropriate to do so (e.g. in the event that there was perceived windfall gain).
Subject to the terms of the LTIP plan rules, the above awards will vest and become exercisable from the third anniversary of the grant of the awards subject to continued service and to the extent to which the relevant performance conditions (see below) are satisfied over the three financial years ending 31 December 2026. Shares that vest (post selling any shares required to meet associated tax liabilities) are also subject to a two-year holding requirement.
Performance conditions
The full performance conditions to apply to the 2024 awards are as follows:
Earnings per share (25% weighting)
| EPS | % of EPS part vesting |
| Less than 14 cents | 0% |
| 17 cents | 50% |
| 18.5 cents | 100% |
Vesting will be on a straight-line basis between performance points.
Relative Total Shareholder Return (25% weighting)
| Elementis versus FTSE ALL Share Constituents (excluding Investment Trusts) | % of TSR part vesting |
| Below median | 0% |
| Median | 25% |
| Upper quartile | 100% |
Vesting will be on a straight-line basis between the median and upper quartile.
Operating Cash Conversion (25% weighting)
| Three-year Operating Cash Conversion | % of Operating Cash Conversion part vesting |
| Less than 80% | 0% |
| 80% | 0% |
| 100% | 100% |
Vesting will be on a straight-line basis between performance points.
Operating Profit Margin (25% weighting)
| Three-year Operating Cash Conversion | % of Operating Cash Conversion part vesting |
| 18% | 0% |
| 19% | 50% |
| 20% | 100% |
Vesting will be on a straight-line basis between performance points.
Vesting based on the above performance conditions will be subject to a return on capital employed underpin. This will require the Committee to consider the vesting result determined based on the application of the EPS, TSR, operating cash conversion and operating profit margin performance conditions in light of the return on capital employed achieved during the three year period ending 31 December 2026 relative to the Board's internal plans over the period. If the Committee does not consider the vesting result appropriate in light of the return, the underpin enables vesting to be reduced to a more appropriate level.
Set out below are the notifications made in accordance with Article 19 of the Market Abuse Regulation.
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | PAUL WATERMAN | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | CEO, DIRECTOR | ||||
| b) | Initial notification/Amendment | INITIAL NOTIFICATION | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | ELEMENTIS PLC | ||||
| b) | LEI | 549300LQIH685LI2ML36 | ||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
| a) | Description of the financial instrument, type of instrument
Identification code | SHARES
GB0002418548
| ||||
| b) | Nature of the transaction | Grant of a conditional share award over 1,107,011 shares under the Elementis plc 2018 Long Term Incentive Plan with a vesting date of 8 April 2027 at a cost of nil pence per share. | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information |
| ||||
| |
- Aggregated volume- Price |
N/A | ||||
| e) | Date of the transaction | 2024-04-08 | ||||
| f) | Place of the transaction | Outside of a trading venue
| ||||
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | RALPH HEWINS | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | CFO, DIRECTOR | ||||
| b) | Initial notification/Amendment | INITIAL NOTIFICATION | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | ELEMENTIS PLC | ||||
| b) | LEI | 549300LQIH685LI2ML36 | ||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
| a) | Description of the financial instrument, type of instrument
Identification code | SHARES
GB0002418548
| ||||
| b) | Nature of the transaction | Grant of a conditional share award over 489,054 shares under the Elementis plc 2018 Long Term Incentive Plan with a vesting date of 8 April 2027 at a cost of nil pence per share. | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information |
| ||||
| |
- Aggregated volume- Price |
N/A | ||||
| e) | Date of the transaction | 2024-04-08 | ||||
| f) | Place of the transaction | Outside of a trading venue
| ||||
Person responsible for making this notification: Anna Lawrence, Group General Counsel & Company Secretary
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