The Sage Group plc.
The Sage Group plc. (the “Company”) announced on 27 March 2025 that Jonathan Howell has informed the Board of his intention to step down from the Board and his role as Chief Financial Officer (“CFO”) with effect from 31 December 2025 but will remain as an employee of the Company until 31 March 2026 in order to assist a successful transition. As required by section 430(2B) of the Companies Act 2006, details of the remuneration payments to be made to Jonathan Howell are set out below.
Jonathan Howell will continue to receive his salary, pension and benefits up to 31 March 2026.
Other terms agreed with Jonathan Howell, which were the subject of careful consideration by the Remuneration Committee and are in line with the Company’s Remuneration Policy which was approved by shareholders at the 2025 AGM, are as follows:
Jonathan Howell will be treated as a good leaver under the Plan and will be paid such bonus, if any, as may be due to him for the financial year ending 30 September 2025. Any such bonus will be paid at such time and on the same basis as the other senior executives who participate in the Plan. Any bonus payable in respect of the financial year ending 30 September 2025 will be paid in cash and shares. One third of any bonus payable will be deferred into Sage shares for three years. If the shareholding guideline of 350% of base salary is met, the deferral requirement into shares will be reduced to 15% of any bonus earned, with the remainder being delivered in cash. Jonathan Howell is also eligible for a pro-rata bonus for the financial year ending 30 September 2026. Any such bonus payable, will be paid wholly in cash. Any bonus will remain subject to malus and clawback provisions.
Jonathan Howell will be treated as a good leaver under the Performance Share Plan (‘PSP’) and LTIP in accordance with plan rules. The details of the treatment agreed is set out in the below table and all outstanding awards will remain subject to malus and clawback provisions. Dividend equivalent shares accrue cumulatively between the grant and delivery/release date, with reference to the closing price on the ex-dividend date. The number of shares noted in the following table excludes dividend equivalent shares.
| Type of Award |
Outstanding Awards1 | Treatment |
| FY21 PSP |
135,508 |
The award vested in December 2023 The vested shares are subject to a two-year holding period and will be released on 2 December 2025 |
| FY22 PSP | 134,747 |
The award vested in December 2024 The vested shares are subject to a two-year holding period and will be released on 2 December 2026 |
| FY23 PSP | 159,961 | Due to vest prior to cessation of employment in December 2025 (subject to achievement of applicable performance conditions). Any vested shares will be subject to a two-year holding period and will be released in December 2027 |
| FY24 PSP | Pro-rated position: 91,924 |
Due to vest in December 2026 (subject to achievement of applicable performance conditions). Any vested shares will be subject to a two-year holding period and will be released in December 2028 |
| FY25 PSP | Pro-rated position: 63,667 |
Due to vest in December 2027 (subject to achievement of applicable performance conditions). Any vested shares will be subject to a two-year holding period and will be released in December 2029 |
1Exclusive of dividend equivalent shares
Jonathan Howell will not be eligible to receive a FY26 LTIP.
Note: PSP and LTIP awards will remain subject to performance and will be further reduced if the performance targets are not achieved.
Jonathan Howell will receive his awards under the DSBP in accordance with the plan rules. The details of the outstanding awards are set out in the below table and all outstanding awards will remain subject to malus and clawback provisions. The shares are not subject to performance conditions and vest on the third anniversary of the date of grant. Dividend equivalent shares accrue cumulatively between the grant and delivery/release date, with reference to the closing price on the ex-dividend date. The number of shares noted in the following table excludes dividend equivalent shares.
| Type of Award |
Outstanding Awards | Treatment |
| FY22 PSP | 35,221 |
Due to vest in December 2025 |
| FY23 PSP | 20,050 | Due to vest in December 2026 |
| FY24 PSP | 15,899 | Due to vest in December 2027 |
Jonathan Howell will be required to maintain a minimum shareholding requirement of 350% of base salary for a period of two years after he leaves the Company.
The relevant remuneration details relating to Jonathan Howell, including information on the vesting of any outstanding awards detailed above and the dividend equivalents payable on them, will be included in the Directors' Remuneration Report in the Annual Report and Accounts.
In accordance with section 430(2B) of the Companies Act 2006, the information contained in this document will be made available on the Company’s website until the Company’s next Directors' Remuneration Report is made available.
27 March 2025
