Ithaca Energy plc (the “Company”)
As announced on 5th January 2024, Alan Bruce has stepped down from his role as Chief Executive Officer with effect from 4 January 2024 (the “Termination Date”). In accordance with his Service Agreement and the Company’s Remuneration Policy, which was approved by shareholders at the Annual General Meeting in May 2023, the following payments will be made:
Payment in lieu of notice
Following his cessation of employment, the Company has agreed to make a payment to Alan of £200,000 in lieu of his six month notice period. This payment, is subject to phasing and mitigation requirements in accordance with his Service Agreement and the Remuneration Policy.
Accrued but untaken holidays
Alan shall receive a payment of £13,846.00 in lieu of nine days accrued but untaken holidays.
Annual Bonus Payment
The Remuneration Committee has determined that Alan will be treated as a good leaver and, as such, he is eligible to receive an annual bonus for FY2023, having served as a Director throughout 2023. The size of the bonus payment will be determined by the Remuneration Committee in April 2024 at the same time as other bonus payments to senior management for FY2023, and will be determined by reference to factors including performance against the applicable performance metrics and taking account of the circumstances of the termination. In accordance with the Remuneration Policy, part of the bonus payment may be deferred into shares. Any annual bonus payment will otherwise remain subject to the provisions and requirements of the Company’s annual bonus plan rules and the Directors’ Remuneration Policy, including provisions relating to malus and/or clawback.
Long Term Incentive Plan Awards
With respect to the LTIP award granted to Alan in December 2022 (to acquire up to a maximum of 360,000 shares), the Remuneration Committee has exercised its discretion to treat Alan as a good leaver. The LTIP award will vest on its normal vesting date (being the date on which Remuneration Committee determines that the applicable performance conditions are met following the end of the performance period on 31 December 2025) in line with the LTIP Rules, to the extent that the applicable performance conditions have been met. The vesting of the LTIP award will be pro-rated to reflect the proportion of the performance period that had elapsed prior to the Termination Date (1 January 2023 – 4 January 2024). The LTIP award will otherwise remain subject to the provisions and requirements of the LTIP rules and the Directors’ Remuneration Policy, including provisions relating to malus and/or clawback.
As disclosed in the prospectus published in connection with the Company’s listing on the London Stock Exchange on 9 November 2022, and in the Company's Directors’ Remuneration Report, on 21 July 2021 Alan was granted an option to acquire Company shares. Under the terms of this option, Alan is a good leaver and accordingly, he is entitled to retain the option in respect of 40% of the option shares, being such number of the option shares as have vested at the Termination Date. Alan is entitled to exercise the option over the vested option shares. The number of vested option shares is currently 1,106,417, although the actual number of shares that Alan may receive on exercise of the option will vary by reference to the prevailing price of the Company's shares (and the USD:GBP exchange rate).
The Company’s customary post-employment shareholding guidelines will apply.
Alan will also receive a contribution of £7,500 plus VAT towards legal fees incurred in connection with his departure.
All payments will be subject to deduction of income tax and National Insurance contributions, as applicable. Details of the leaving arrangements, including these payments, will be set out in the Company's Remuneration Report for FY2023.
In accordance with section 430(2B) of the Companies Act 2006, the information contained in this document will be made available on the Company’s website until its next Directors' Remuneration Report is made available.