Corporate governance report Remuneration continued SINGLE FIGURE FOR TOTAL REMUNERATION (AUDITED INFORMATION) The following table sets out total remuneration for Directors for the period ended 26 June 2021: Table 1 – Directors’ remuneration – single figure table Total fixed Total variable Salary/fees1 Benefits2 Pension5 remuneration6 Bonus3 LTIP awards4 remuneration7 Total £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 Director 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 Executive Nick Wilkinson 563 426 50 48 45 55 658 529 570 1382,814 292 3,384 430 4,042 959 Laura Carr1 383 347 21 21 31 37 435 405 386 91 1,648 –2,034 91 2,469 496 Sir Will Adderley – – 20 21 – – 20 21 – – – – – – 20 21 Non-Executive Andy Harrison1 216 162 – – – – 216 162 – – – – – – 216 162 Marion Sears1 52 39 52 39 52 39 – – – – – – – – – – Liz Doherty1 – 27 – – – – – 27 – – – – – – – 27 William Reeve1 68 47 – – – – 68 47 – – – – – – 68 47 Peter Ruis 52 39 – – – – 52 39 – – – – – – 52 39 Ian Bull1 62 41 – – – – 62 41 – – – – – – 62 41 Paula Vennells1 43 30 – – – – 43 30 – – – – – – 43 30 Arja Taaveniku1 19 – – – – – 19 – – – – – – – 19 – Total 1,458 1,158 91 90 76 92 1,625 1,340 956 229 4,462 292 5,418 521 7,043 1,861 1. I an Bull was appointed on 10 July 2019, and succeeded Liz Doherty as Chair of the Audit and Risk Committee on 19 November 2019. Paula Vennells was appointed on 4 September 2019 and stepped down from the Board on 25 April 2021. Liz Doherty retired from the Board on 19 November 2019. William Reeve was appointed as Senior Independent Director (SID) on 10 September 2020, this position was vacant between 19 November 2019 and that date. Arja Taaveniku was appointed to the Board on 15 February 2021. Basic salary/fee, SID fees and Committee Chair fees for Ian Bull, Liz Doherty, Paula Vennells, William Reeve and Arja Taaveniku are pro-rated over the relevant year. From 1 July 2020, Laura Carr’s salary increased by 5%, and from 1 August 2020, Nick Wilkinson’s base salary increased by 2%. Sir Will Adderley’s base salary is held at £1 per annum. The Chairman and the Non-Executive Directors waived any increase in fees in FY21. During the period April to June 2020 inclusive, Nick Wilkinson took a voluntary 90% reduction in base salary, Laura Carr took a voluntary 20% reduction in base salary, and Sir Will Adderley, Andy Harrison and all of the Non-Executive Directors waived their fees in full. The salary/fee figures in the table above reflect these reductions. 2. Benefits include the cost to the Company of a car allowance and private health insurance for the individual and their family. Nick Wilkinson is also entitled to an allowance of 5% of his annual salary towards the cost of travel from home to Leicester. 3. Nick Wilkinson and Laura Carr were each awarded an annual performance-related bonus for FY21 with a maximum face value of 125% of contractual salary. The performance conditions which applied to the bonus were set in August 2020 and are described in the report below. The value of the bonus earned in the table above is based on the sum that would have been paid had the bonus been awarded in cash, although pursuant to specific arrangements put in place for FY21 due to Covid-19 it was awarded in deferred shares, payable in two equal tranches in September 2021 and 2022 respectively. The share price used to calculate the number of shares in the award was 1,189p. The Committee did not apply discretion to adjust the outcome of the performance criteria to reflect share price appreciation or depreciation, or for any other reason. The second tranche of the award which vests in September 2022 is eligible to receive a ‘special dividend equivalent’ in respect of the special dividend of 65p per share payable on 8 October 2021 and any other special dividend paid before that tranche vests. 4. The figure for Nick Wilkinson and Laura Carr is the value of the 2019-21 LTIP award whose three-year performance period ends on the last day of the financial period being reported on. The price used to calculate the value of the awards, which will vest on 17 October 2021 to Nick and 30 November 2021 to Laura, was the average of Dunelm’s closing share price over the last three months of the FY21 financial year, which was 1,429p per share. It also includes a ’special dividend equivalent’ of 32p per vested share in respect of the special dividend paid on 11 October 2019, and of 65p per vested share in respect of the special dividend that is to be paid on 8 October 2021. The share price used to calculate the number of shares in Nick and Laura’s ‘special dividend equivalent’ was 731p per share in respect of the October 2019 special dividend (being the share price at the special dividend date) and 1,429p per share in respect of the October 2021 special dividend, which is based on the average of Dunelm’s closing share price over the last three months of the financial year; therefore the amount of the values above include an element that may be attributed to share price increase of £1,557,451 for Nick and £961,412 for Laura. No discretion was applied to adjust the amount vesting for share price appreciation. The figure for Nick Wilkinson for the 2018-20 LTIP award has been restated to show the actual value of the award on vesting which was 22,697 shares times share price at close of business on 2 March 2021 of 1,286p. The Remuneration Committee did not apply discretion to adjust the outcome of the performance criteria applicable to this award to reflect share price appreciation or depreciation, or for any other reason. Sir Will Adderley has asked not to be considered for an LTIP award. 5. Pension for FY20 is 10% of contractual salary for Nick Wilkinson and Laura Carr and for FY21 is 8%. Sir Will Adderley waived his entitlement to pension from 1 July 2015. 6. Total fixed remuneration includes salary/fees, benefits and pension. 7.Total variable remuneration includes bonus and LTIP awards. 154 DUNELM GROUP PLC ANNUAL REPORT & ACCOUNTS 2021