Jeff Poulton appointed as Chief Financial Officer - Principle terms of remuneration

Jeff Poulton appointed as Chief Financial Officer - Principle terms of remuneration

May 6, 2015


Further to the announcement on 30 April 2015 regarding the appointment of Jeff Poulton to Chief Financial Officer (CFO) and the Shire Board of Directors effective 29 April 2015, Shire plc confirms the principle terms of remuneration which will apply to Jeff Poulton as CFO of Shire.

Full details of his remuneration will appear in the remuneration report in the next annual report and accounts. The remuneration package is in accordance with the terms of the current remuneration policy approved by shareholders.

With effect from appointment, Jeff’s principle terms of remuneration will comprise:

• A base salary of $575,000. Jeff’s base salary is set below the market for comparable roles and the previous CFO’s salary. Subject to performance in role, Jeff’s base salary will be moved towards the market level for comparable roles over time. Further details will be included in the next remuneration report.

• A fixed contribution of 25% of base salary by way of a retirement benefits provision.

• An annual target bonus opportunity of 80% of base salary (with a maximum of 160%). Any bonus earned for the year will be paid 75% in cash with the remaining 25% deferred into company shares for three years.

• An annual Long Term Incentive Plan (LTIP) grant was made to him following his appointment under the Company’s new Long Term Incentive Plan. This award has a face value of 662% of base salary, comprising a mix of Performance Share Awards and Stock Appreciation Rights. The LTIP operates with a three-year performance period and a subsequent two-year holding period. Note that Jeff has not received any other equity awards during 2015 as part of his former role, nor will he receive any additional equity awards as a result of his appointment.

• The annual bonus and LTIP awards are subject to the performance measures and targets as set out in the remuneration report in the latest annual report and accounts under the heading “Implementation of Director’s Remuneration Policy for 2015”.

• Jeff’s incentive awards are subject to malus and clawback provisions in line with the UK Corporate Governance Code.