Further to the RNS announcement on 8 January 2018, Michael Sutsko stepped down as Group Chief Executive Officer and as a director of Dialight plc (“Dialight”) on that date. As required by section 430(2B) of the Companies Act 2006, details of the remuneration payments made or to be made to Mr Sutsko are set out below.
1. Salary and benefits
Mr Sutsko will, during his twelve month notice period expiring on 8 January 2019 (the “Termination Date”), receive his normal remuneration payments in respect of salary, pension contributions and car allowance (totalling US$748,572 during his notice period) and continue to be entitled to his normal contractual benefits, in accordance with his service agreement. In accordance with his service agreement, Mr Sutsko will be entitled to a severance payment equivalent to the cost to Dialight of continuing COBRA healthcare benefits for 12 months following the Termination Date and the current annual cost to Dialight of his life insurance. Dialight will pay Mr Sutsko’s outplacement support costs of up to US$30,000. Mr Sutsko will continue to be covered by his current tax equalisation programme, and Dialight will continue to pay the reasonable cost of foreign tax advice, in relation to any year in which tax advice continues to be required on earnings related to Mr Sutsko’s employment by Dialight.
Mr Sutsko will not receive any bonus in respect of Dialight’s financial years ended 31 December 2017 or 31 December 2018.
3. Unvested share awards
The treatment of Mr Sutsko’s Performance Share Plan awards, Sharesave options and deferred shares under the Annual Performance Bonus Plan will be in accordance with the rules of the respective schemes.
The Remuneration Committee has determined that:
- the two awards made under the Performance Share Plan over a total of 155,415 shares which will be outstanding on the Termination Date will vest on their normal respective vesting dates (16 March 2016 and 24 March 2017), subject to the achievement of the performance conditions and time pro-rating to reflect the time that has elapsed as at the Termination Date; and
- the outstanding deferred share award over 13,058 shares, made under the Annual Performance Bonus Plan in respect of the 2016 financial year, will vest in full on the Termination Date.
The relevant remuneration details relating to Mr Sutsko will be included in the Directors' Remuneration Report in the Annual Report and Accounts for the year ended 31 December 2018. Other than the amounts disclosed above, Mr Sutsko will not be eligible for any remuneration payments or payments for loss of office.
In accordance with section 430(2B) of the Companies Act 2006, the information contained in this document will be made available on Dialight’s website until Dialight’s next Directors' Remuneration Report is made available.