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