News release

QinetiQ Group plc

Chief Financial Officer succession

2 July 2021 - QinetiQ Group plc ("QinetiQ" or "the Group") today announces that David Smith will be retiring as Chief Financial Officer and stepping down from the Board on 30 November 2021. We are pleased to announce that Carol Borg will succeed David as CFO from 1 December 2021, Carol will commence her employment with QinetiQ and join the Board on 11 October 2021 to enable a smooth transition period prior to David's retirement. David joined QinetiQ as CFO in January 2017 and has been instrumental in enabling the Company through transformative change that has resulted in five consecutive years of growth.

Carol Borg is currently the Chief Financial Officer of Lightsource bp, a global solar developer, a position she has held since 2017. In her 27 year career she has held a number of senior positions including CFO of Vestas' Southern Europe, MENA & Latin America operations, a global market leader in wind energy with £2bn revenues. Carol brings a wealth of global financial expertise and Environmental, Social & Governance (ESG) leadership to the role. She has a deep knowledge of operational execution and performance management, financial reporting, risk management and governance, in addition to her significant experience of entering and developing new markets and providing strategic financial advice.

Neil Johnson, Chairman of QinetiQ, commented:

We are delighted to bring Carol on-board as the next Chief Financial Officer of QinetiQ. Carol brings broad and proven experience of both operational and financial management. She has extensive experience as a strategic business partner in diverse and complex international organisations, and is an individual of the highest calibre.

On behalf of the Board, I would like to thank David for the very significant contribution he has made to QinetiQ over the past four years. He has provided robust financial direction and guidance, particularly so during the past 18 months of the COVID-19 pandemic, maintaining liquidity while delivering continued organic growth. I wish him well in his retirement.

Steve Wadey, CEO of QinetiQ, commented:

On behalf of the entire QinetiQ family, I'd like to thank David for his service. David has been a great business partner and instrumental to enabling our first five years of transformation and growth.

Carol's proven financial and operational expertise in driving disciplined strategy execution, including organic growth and acquisitions, makes her a great complement to our team. I am absolutely delighted to welcome Carol to the QinetiQ family as we embark on our next five years of global growth.

Carol Borg commented:

I am very excited to be joining QinetiQ, specifically the opportunity to work with talented individuals, continuing to build on the global growth momentum that has been created to date. David and his team have established robust foundations for the future development of the business and ensured sound financial management. I am looking forward to working with Steve, his management team and the QinetiQ Board.

Notes:

9.6.11R and 9.6.13R of the Listing Rules of the UK Listing Authority

This notice is given in fulfilment of the obligation under paragraph 9.6.11R of the Listing Rules. There are no further matters regarding Carol Borg's appointment required to be disclosed under paragraph 9.6.13R of the Listing Rules.

Carol Borg remuneration  

In keeping with our remuneration policy the new Chief Financial Officer's remuneration package is designed to provide competitive total pay arrangements with a focus on variable pay and structure in the best interest of our shareholders. This is achieved through setting the base pay at a competitive level, with the same pension contribution as is available to all UK employees of 10.5% of base salary, and with the potential to earn above-market variable pay subject to the achievement of demanding performance targets.

On appointment annual salary will be £420,000 with a maximum annual incentive of 200% of base salary provided through the Bonus Banking Plan ('BBP'), and a maximum annual award of contingent shares of 125% of base salary provided through the Deferred Share Plan ('DSP'). Full details of the operation of the BBP and DSP are provided in the FY21 Directors' Remuneration Report.

Carol will be expected to build and maintain a shareholding of at least 200% of base salary. Executive Directors have five years from appointment to achieve the required level through, at a minimum, retaining 50% of the after-tax shares vesting from QinetiQ incentive plans.

In accordance with best practice both the BBP and DSP contain malus and clawback provisions that will allow QinetiQ to recover or withhold value in the event of certain defined circumstances.

Carol will receive shares with a value of £500,000 upon appointment. This is deemed to be less than equivalent value of her long-term incentives forfeited on resigning from her current employer to join QinetiQ. These shares will vest three-years from grant with no performance criteria except for continued employment.  She will also receive a cash payment for annual bonus lost with her current employer, paid on a time pro-rated basis and calculated on actual corporate performance of her current employer for the 2021 financial year, with a cap of £100,000.

David Smith remuneration

David Smith will continue to receive his current salary and benefits (including pension contribution) on a monthly basis until his retirement on 30 November 2021.

The Remuneration Committee has exercised discretion such that his unvested FY19 and FY21 DSP awards of contingent shares along with any award due in the FY22 DSP will be preserved on a pro-rata basis and will be available to vest on the normal vesting date, subject to the achievement of the relevant performance targets and underpin.  As regards David's BBP Cycle 3 balance of notional shares, this will be released as cash in June 2022 based on the achievement of the FY22 forfeiture level. David will receive his FY22 BBP pro-rata payment in cash on the normal payment date of June 2022 based on the achievement of the agreed targets, with no deferred element.

In accordance with QinetiQ's Directors' Remuneration Policy, David will be required to maintain a QinetiQ shareholding of 100% of salary for the first year post retirement, then 50% of salary for the second year post retirement.

The details of the Carol's remuneration package and David's outgoing arrangements will be provided in the FY22 Annual Report & Accounts and on QinetiQ's website in accordance with section 430(2B) of the Companies Act following David's ceasing to be a director on 30 November 2021.

About QinetiQ

QinetiQ (QQ.L) is a leading science and engineering company operating primarily in the defence and security markets. We work in partnership with our customers to solve real world problems through innovative solutions delivering operational and competitive advantage. Visit our website www.QinetiQ.com. Follow us on LinkedIn and Twitter @QinetiQ.  Visit our blog www.QinetiQ-blogs.com.

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