24 Mar 2023

Section 430(2B) Companies Act 2006 Statement

The following information is provided in accordance with section 430(2B) of the Companies Act 2006. 

Mark FitzPatrick, Interim Group Chief Executive Officer, has stepped down from the Board with effect from 24 February 2023, but will continue to assist with specific projects until 30 June 2023. Mr FitzPatrick is entitled to 12 months’ notice commencing on the date he stepped down from the Board. 

Remuneration arrangements in respect of Mr FitzPatrick’s departure from the Board have been determined by the Group Remuneration Committee in line with the Prudential plc Directors’ remuneration policy approved by shareholders at the 2020 AGM.  Mr FitzPatrick will not receive any loss of office payments in respect of his service as Executive Director.

Salary, pension and benefits
Salary, pension and certain benefits will continue to be paid to Mr FitzPatrick until the end of his notice period on 24 February 2024 (subject to adjustment in the event that Mr FitzPatrick commences alternative employment before 24 February 2024). The monthly pensionable cash supplement relating to the role of Interim Group Chief Executive ceased when Mr FitzPatrick stepped down from the Board.

Incentives
Mr FitzPatrick is eligible for an annual bonus under the Directors’ Remuneration Policy, which will be pro-rated for the period served as Interim Group Chief Executive (1 January to 24 February 2023). Payment will be subject to performance, with any pay-out determined in the normal manner and at the normal time. 40 per cent of any annual bonus earned will be deferred for three years (released in spring 2027), in line with normal practice. This award will be subject to malus and clawback provisions.

Outstanding deferred bonus awards will be released on the original timetable.  They remain subject to malus and clawback provisions and will continue to accumulate dividends until they are released.

Outstanding long-term incentive awards will vest in line with the original vesting dates, subject to the satisfaction of the performance conditions under the plan rules. The 2021 and 2022 PLTIP awards will be pro-rated to the end of Mr FitzPatrick’s employment. These awards remain subject to malus and clawback provisions, and will continue to accumulate dividend equivalents until they are released. The awards will remain subject to a two-year holding period following the end of their respective performance periods. No long-term incentive award will be made in 2023 or any subsequent year.

Legal fees of up to £10,000 may be paid on Mr FitzPatrick’s behalf. 

Any outstanding options under the Prudential Savings Related Share Option Scheme and any outstanding shares held under the Prudential Share Incentive Plan will be treated in accordance with the applicable plan rules. 

In line with the Directors’ remuneration policy approved by shareholders at the 2020 AGM, Mr FitzPatrick will be required to hold the lower of his actual shareholding when he steps down from the Board on 24 February 2023 and his current share ownership guideline of 250 per cent of salary for a period of two years from the date on which he stepped down from the Board.  Mr FitzPatrick will continue to be required to obtain clearance to deal in the Company’s shares during this period.

Details of Mr FitzPatrick’s remuneration earned in respect of his service on the Prudential plc Board will be disclosed in accordance with applicable requirements.