Section 430 (2B) Statement
This information sets out the disclosure required by section 430(2B) of the Companies Act 2006 in relation to Brendan Mooney stepping down as a Director of the Company.
Further to the RNS announcement on 19 June 2023, of Brendan Mooney’s intention to step down as Chief Executive Officer and as a Director of Kainos Group plc (“Kainos”) with effect from 21 September 2023, as required by section 430(2B) of the Companies Act 2006, details of the associated remuneration payments made or to be made to him, as agreed with the Remuneration Committee and approved by the Board of Directors, are detailed below.
1. Salary and benefits
Following Brendan’s step-down as CEO and Director on 21 September, he will remain an employee of Kainos until 18 June 2024. During this period, he will continue to be paid and receive benefits on the same basis as detailed in Kainos’ most recent Annual Report (from page 76), however he will not receive an LTIP (Long Term Incentive Plan) grant in respect of the financial year commencing 01 April 2024.
When Brendan ceases to be employed by the Company, he will be treated as a good leaver for the purposes of the LTIP scheme, and with awards vesting on their normal vesting dates subject to applicable performance and time prorating terms.
3. 2023 and 2024 Bonus
As Brendan will remain an employee of Kainos after ceasing to be a Director of the Company, he will remain eligible to receive an annual bonus for the financial year ended 31 March 2024. The applicable measures for any bonus award will be fully detailed in the 2024 Directors’ Remuneration Report, scheduled for publication in July 2024.
For the period 01 April 2024 to 18 June 2024, Brendan will be paid a pro rata amount, calculated from the actual bonus achievement in the financial year ended 31 March 2024.
4. Outstanding share awards
Brendan will remain an employee of Kainos until 18 June 2024, therefore his existing share awards will continue to vest in line with their original award terms, including, where applicable, performance conditions measurement, post vesting holding periods, and malus and claw back.
There are no other remuneration payments related to Brendan stepping down as a Director of the Company, and the arrangements outlined above are in line with the Directors’ Remuneration Policy.