As announced on 17 October 2024, John Fallon informed the Board of his intention not to stand for re-election at the Company’s 2024 AGM and to step down from the Board at the end of that meeting. Consequently John Fallon stepped down as a Director on 22 November 2024. John will remain with the Group as Chief Financial Officer until mid-January to ensure an orderly handover. Full details of all the remuneration arrangements in connection with John’s departure are set out below as required by Section 430(2B) of the Companies Act 2006. No further payment will be made in connection with his employment or his departure from the business. The payments are in accordance with the Company’s remuneration policy and any payments that John shall receive will be less any required tax withholdings. John will receive salary and contractual benefits (including pension allowance/contributions) in the normal way up to the date he ceases employment in mid-January 2025 ('the Termination Date').
He will receive payment in lieu of notice ('PILON') for the remaining duration of the 12 month notice period after the Termination Date, which will be made in monthly instalments. John is required to take reasonable steps to seek alternative income and instalment payments will be reduced by any amount of alternative income received during the PILON period. He will receive a payment in lieu of accrued but not taken holiday entitlement.
In respect of the FY25 bonus, the Remuneration Committee will have discretion to consider whether to award John a bonus of up to a pro-rata portion of his bonus entitlement (based on the portion of the financial year elapsed to the Termination Date). Any FY25 bonus will be subject to the Remuneration Committee’s assessment of performance and will be payable at the normal payment date. 25% of any FY25 bonus which is due to John will be subject to deferral into Company shares under the DFS Deferred Share Bonus Plan ('DBP') and which shall vest after two years.
John holds unvested awards under the DBP, which, in accordance with the rules of the plan, will remain outstanding and capable of vesting on the normal vesting date as follows:
Grant date | Number of DFS shares under award | Normal vesting date |
20 October 2023 | 19,538 | 20 October 2025 |
In accordance with the rules of the plan, John’s awards under the DFS 2015 Long Term Incentive Plan ('LTIP') will lapse with effect from the Termination Date. John will not be eligible for further awards under the LTIP.
Shareholding requirement
John is required to comply with the Company’s post-cessation shareholding requirements, maintaining his current shareholding for a period of two years after the Termination Date including his unvested DBP awards (on a net of tax basis). John’s current shareholding, for these purposes, includes shares beneficially owned, as well as his unvested DBP awards (on a net of tax basis). John will be permitted to sell sufficient shares to cover any tax liability on vesting of these awards.
Full details of all payments made to and receivable by John Fallon will be disclosed in the Directors’ Remuneration Report within the Company’s Annual Report and Accounts for the year ended 30 June 2025, and subsequent years, as appropriate.
