S430(2B) CA06 disclosures

31 December 2024

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

Arja Taaveniku stepped down as a Non-Executive Director of the Board on 31 December 2024. Arja continued to receive a fee for her role on the Board up to and including 31 December 2024 at the rate set out in Dunelm’s 2024 Annual Report and Accounts. She will not receive any payment in lieu of notice or for loss of office. As a Non-Executive Director, Arja was not entitled to participate in the Company’s bonus, employee share plans or pension arrangements.

21 November 2024

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

William Reeve stepped down as a Non-Executive Director of the Board on 21 November 2024. William continued to receive a fee for his role on the Board up to and including 21 November 2024 at the rate set out in Dunelm’s 2024 Annual Report and Accounts. He will not receive any payment in lieu of notice or for loss of office. As a Non-Executive Director, William was not entitled to participate in the Company’s bonus, employee share plans or pension arrangements.

9 July 2024

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

Kelly Devine stepped down as a Non-Executive Director of the Board on 5 July 2024. Kelly continued to receive a fee for her role on the Board up to and including 5 July 2024 at the rate set out in Dunelm’s 2023 Annual Report and Accounts. She will not receive any payment in lieu of notice or for loss of office. As a Non-Executive Director, Kelly was not entitled to participate in the Company’s bonus, employee share plans or pension arrangements.

10 January 2024

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

Peter Ruis stepped down as a Non-Executive Director of the Board on 10 January 2024. Peter continued to receive a fee for his role on the Board up to and including 10 January 2024 at the rate set out in Dunelm’s 2023 Annual Report and Accounts. He will not receive any payment in lieu of notice or for loss of office. As a Non-Executive Director, Peter was not entitled to participate in the Company’s bonus, employee share plans or pension arrangements.

1 January 2023

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

Andy Harrison retired from his position as Chair of the Board and of the Nominations Committee and stepped down from the Board on 31 December 2022. Andy continued to receive a fee for his role on the Board up to and including 31 December 2022 at the rate set out in Dunelm’s 2022 Annual Report and Accounts. He will not receive any payment in lieu of notice or for loss of office. As a Non-Executive Director, Andy Harrison was not entitled to participate in the Company’s bonus, employee share plans or pension arrangements.

9 June 2022

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

As announced on 13 December 2021 and 9 June 2022, Laura Carr resigned from her position as Chief Financial Officer, and stepped down from the Board on 8 June 2022. Laura ceased to be an employee of Dunelm on 8 June 2022.

In accordance with the Dunelm Remuneration Policy approved on 17 November 2020, and in line with her contractual arrangements, Laura Carr continued to receive pay and benefits up to and including her leaving date at the rate which was disclosed in our Dunelm's FY2021 Annual Report and Accounts. She will not receive any payment in lieu of notice or for loss of office. In accordance with the scheme rules, any entitlement to annual bonus in respect of the year to 2 July 2022 and all her share plan entitlements have lapsed on her leaving the Company.

The Group’s Directors’ Remuneration Report for the year ending 2 July 2022 will contain the full details of the remuneration paid to Laura during the year.

26 April 2021

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

As stated on 26 April 2021, Paula Vennells stepped down as a Non-Executive Director of the Board on 25 April 2021. Paula  continued to receive a fee for her role on the Board up to and including 25 April 2021 at the rate set out in Dunelm’s 2020 Annual Report and Accounts. She will not receive any payment in lieu of notice or for loss of office. As a Non-Executive Director, Paula Vennells was not entitled to participate in the Company’s bonus, employee share plans or pension arrangements.

19 November 2019

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

As stated on 4 September 2019, Liz Doherty retired from her position as Senior Independent Director and Chair of the Audit and Risk Committee and stepped down from the Board on 19 November 2019. Liz continued to receive a fee for her role on the Board up to and including 19 November 2019 at the rate set out in Dunelm’s 2019 Annual Report and Accounts. She will not receive any payment in lieu of notice or for loss of office. As a Non-Executive Director, Liz Doherty was not entitled to participate in the Company’s bonus, employee share plans or pension arrangements.

29 August 2018

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

As announced on 29 August 2018, Rachel Osborne stepped down from the Board on that date. Rachel continued to receive a fee for her role on the Board up to and including 28 August 2018 at the rate of £ £50,938 per annum. She will not receive any payment in lieu of notice or for loss of office. As a Non-Executive Director, Rachel Osborne was not entitled to participate in the Company’s bonus, employee share plans or pension arrangements.

24 May 2018

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

As announced on 20 February and 18 May 2018, Keith Down resigned from his position as Chief Financial Officer, and stepped down from the Board on 24 May 2018.  Mr Down ceased to be an employee of Dunelm on 24 May 2018.

In accordance with the Dunelm Remuneration Policy approved on 21 November 2017, and in line with his contractual arrangements Mr Down will be paid salary, pension and benefits to the date of termination of his employment. He will not receive any payment in lieu of notice or for loss of office. In accordance with the scheme rules, any entitlement to bonus in respect of the year to 30 June 2018 and all of his options under the Long Term Incentive Plan and the Sharesave Plan have lapsed.

The Group’s Directors’ Remuneration Report for the year ending 30 June 2018 will contain the full details of the remuneration paid to Mr Down during the year.

22 November 2017

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

As announced on 20 November 2017, Simon Emeny retired from his position as Senior Independent Director and Chair of the Remuneration Committee and stepped down from the Board on 21 November 2017. Simon continued to receive a fee for his role on the Board up to and including 21 November 2017 at the rate set out in Dunelm’s 2017 Annual Report and Accounts. He will not receive any payment in lieu of notice or for loss of office. As a Non-Executive Director, Simon Emeny was not entitled to participate in the Company’s bonus, employee share plans or pension arrangements.

18 October 2017

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

As announced on 30 August 2017, John Browett resigned from his position as Chief Executive and stepped down from the Board on 29 August 2017.  Mr Browett ceased to be an employee of Dunelm on 29 August 2017.

In accordance with the Dunelm Remuneration Policy approved on 24 November 2015, and in line with his contractual arrangements Mr Browett will be paid:

• Salary, pension and benefits to date of termination of his employment.
• £322,120 in respect of salary, pension and benefits for the six month notice period under his service contract. This will be paid in six monthly instalments on the last day of the month, commencing 31 October 2017.
• Mr Browett will also receive as compensation for loss of office a payment of £89,250 in respect of bonus earned for the financial year to 1 July 2017, following application of performance criteria. This will be paid on 31 October 2017.

Payment of bonus earned in respect of the financial year to 1 July 2017 was considered to be fair and reasonable given that Mr Browett was Chief Executive for the period to which this payment relates.

No bonus is paid in relation to the period of Mr Browett’s employment during the financial year to 30 June 2018 and all options granted under the Long Term Incentive Plan and the Sharesave Plan have lapsed.

The arrangements set out above were considered carefully by the Remuneration Committee in consultation with its advisors and reflect the fact that Mr Browett is a “good leaver”.

The Group’s Directors’ Remuneration Report for the year ending 30 June 2018 will contain the full details of the remuneration paid to Mr Browett during the year.

The following information is provided in accordance with section 430(2B) of the Companies Act 2006 in respect of David Stead, who retired from the Dunelm Board on 31 December 2015.

All payments described below are in line with the Company’s stated Remuneration Policy for a good leaver (published in the Annual Report for 2014/15), and approved by shareholders at the 2015 AGM.

Salary and benefits

David has received his salary, benefits and pension allowance as usual until his leaving date of 31 December 2015, at the rate set out in Dunelm’s Annual Report for 2014/15.

FY16 Annual bonus

David was awarded a bonus of up to 100% of base salary (£280,185) for FY16. The performance criteria applicable to this award are linked to achievement of target PBT (80%) and personal objectives (20%).

At 31 December 2015, David has worked for 6 months of the 12 month performance period applicable to his FY16 annual bonus. The Remuneration Committee has determined that he will receive 50% of his FY16 annual bonus entitlement in September 2016, after applying the financial performance criteria over the full performance period and the personal performance criteria to his cessation of employment.

The Remuneration Committee has determined that David may exercise the above awards, subject to time pro rating, and after applying the applicable performance criteria over the full performance period. The maximum possible vesting, if performance conditions are fully met, is set out in the table above (column headed “No of shares pro rated to 31 December 2015”).

The awards may be exercised within 6 months of the normal vesting date specified above.

Other

No further payments are being made to David Stead in respect of loss of office or the termination of his employment.

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

As announced on 28 April 2015 and 26 June 2015, Geoff Cooper retired from his position as Chairman and stepped down from the Board on 7 July 2015. Geoff continued to receive a fee for his role on the Board up to and including 7 July 2015 at the rate set out in Dunelm’s 2014 Annual Report and Accounts. He will not receive any payment in lieu of notice or for loss of office. As a non-executive chairman, Geoff Cooper was not entitled to participate in the Company’s bonus, employee share plans or pension arrangements.

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

As announced on 11 September 2014, Nick Wharton resigned from his position as Chief Executive and stepped down from the Board on 10 September 2014. Mr Wharton ceased to be an employee of Dunelm on 10 September 2014.

In line with his contractual arrangements Mr Wharton will be paid salary, pension and performance rewards earned up to the date of termination of his employment plus 12 months’ salary, pension and benefits in lieu of notice. These amounts include:

• Salary and pension to date of termination of his employment.
• Bonus earned for the 2013-14 financial year, following application of performance criteria, of £93,636
• The entitlement, on 28 November 2014, to exercise the option granted to him under the Long Term Incentive Plan over 107,888 ordinary shares (77.5% vesting following application of performance criteria for the performance period of 1 July 2011 to 30 June 2014).
  £512,010 in respect of salary, pension and benefits for the 12 month notice period under his service contract.

Mr Wharton will also receive as compensation for loss of office a payment of £787,990. This represents:

• An allowance for cash bonus earned for the financial year 2014-15.
• An amount accrued in respect of unvested awards made under the Company’s Long Term Incentive Plan on 20 November 2012 and 7 October 2013. The Remuneration Committee took into account the time that had elapsed through the performance period and the extent to which the performance targets have been met. A reduction was also made for accelerated payment of the award. These awards have now lapsed.

No compensation was paid in respect of the “joining award” under the Long Term Incentive Plan dated 1 December 2010 over 198,807 shares, which was conditional on Mr Wharton remaining in employment at the vesting date of 1 December 2015. This award has now lapsed.

The arrangements set out above were considered carefully by the Remuneration Committee in consultation with its advisors Deloitte, and reflect the fact that Mr Wharton is a “good leaver”.

The Group’s Directors’ Remuneration Report for the year ending 4 July 2015 will contain the full details of the remuneration paid to Mr Wharton during the year.