Corporate governance report Remuneration continued 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. Shares vesting must be retained in accordance with the Shareholding Guidelines set out in the Remuneration Policy. Table 5 – LTIP awards made to Directors during FY21 (audited information) Face value at date of award (200% of salary for Nick Wilkinson % vesting at Number and 180% of salary Performance Vesting threshold Name Award of shares for Laura Carr) Performance condition period date performance Nick Nil cost 94,846 £1,124,8741 Diluted EPS for FY23. July 2020 to 20 10% Wilkinson option No part of the award will vest if EPS is less than 60.0p. June 2023 November under 10% of the award vests if EPS is 60.0p, 50% of the 2023 LTIP award vests if EPS is 65.0p, 75% of the award vests if EPS is 72.5p and 100% of the award vests if EPS is 80.0p or more. Performance between these percentage thresholds will be calculated on a straight-line basis. All of the shares vesting (after payment of tax and National Insurance) must be held for two years from the vesting date, and then two thirds of these must be held for the duration of employment. Laura Nil cost 58,166 £689,8491 As for Nick Wilkinson July 2020 to 20 10% Carr option June 2023 November under 2023 LTIP 1. Based on the closing share price on 19 November 2020 of 1,186p per share. The award 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 the award vests. PAYMENTS TO PAST DIRECTORS AND FOR LOSS OF OFFICE (AUDITED INFORMATION) No payments have been or are being made to any former Director in the financial year in respect of loss of office or the termination of his employment. STATEMENT OF DIRECTORS’ SHARE INTERESTS Executive Directors are subject to a shareholding target which requires them to build a holding of Dunelm shares with a value of 1× salary after three years and 2× salary after five years (measured by reference to share price at the financial year end). In addition, they are required to make a personal investment in Dunelm shares on appointment (subject to Company closed periods); and to invest two thirds of any annual bonus paid or Share Bonus Award and LTIP awards earned (after payment of tax and National Insurance liability on exercise) in Dunelm shares. In addition, for LTIP awards granted from 2020 onwards, all shares received (after sale to cover tax and National Insurance liability on exercise) must be retained for two years from vesting, then up to one third can be sold, the remainder being retained for the duration of employment. Post-employment shareholding requirements also apply, as set out in the Remuneration Policy. All Executive Directors comply with this requirement at financial year end. Nick Wilkinson was appointed on 1 February 2018 and Laura Carr was appointed on 29 November 2018. At the date of this report, they have beneficial shareholdings equal to 296% and 124% of salary respectively (based on closing share price at the year-end – please see below for detail). 162 DUNELM GROUP PLC ANNUAL REPORT & ACCOUNTS 2021