Directors’ shares/share plan interests
Directors’ interests in the share capital of the Company
The interests (all of which were beneficial) of the Directors who held office at 31 December 2008 are set out in the table below. The table also shows the holdings at the date of this report and reflect changes since 31 December 2008 as summarised in the note following the table:
| Director | Ordinary shares 10.03.09 |
Ordinary shares 31.12.08 |
Ordinary shares 01.01.08 (or date of appointment) |
|---|---|---|---|
| Aidan Heavey | 6,020,988 | 6,000,000 | 6,000,000 |
| Graham Martin | 1,359,610 | 1,352,005 | 1,102,005 |
| Angus McCoss | – | – | – |
| Paul McDade | 255,269 | 243,600 | 15,578 |
| Ian Springett | 12,000 | 12,000 | – |
| Pat Plunkett | 1,011,326 | 1,011,326 | 1,229,326 |
| David Bamford | 13,445 | 13,445 | 13,445 |
| Ann Grant | – | – | – |
| Steven McTiernan | – | – | – |
| Clare Spottiswoode | – | – | – |
| David Williams | 5,000 | 5,000 | 5,000 |
Note:
The awards of shares granted under the Deferred Share
Bonus Plan on 30 March 2006 vested in Aidan Heavey on 1 January
2009 and in Graham Martin and Paul McDade on 2 January 2009. Aidan
Heavey retained the full award of 20,988 shares; Graham Martin and
Paul McDade sold sufficient to meet tax obligations, retaining 7,605
shares and 11,669 shares respectively. As a result, the interests
of Messrs Heavey, Martin and McDade have increased since the year
end. Other than as set out above and in the notes to the tables below,
there have been no changes in the interests of any Director between
1 January 2009 and the date of this report.
Tullow Oil UK Share Incentive Plan and Tullow Oil Irish Share Incentive Plan
Details of shares purchased and awarded to Executive Directors in accordance with the terms of the UK SIP and the Irish SIP. Read a brief description of the SIPs.
| Director | Plan | Shares held 01.01.08 |
Partnership shares acquired in year |
Matching shares awarded in year |
Shares released in year |
Total shares held 31.12.08 |
|---|---|---|---|---|---|---|
| Graham Martin | UK SIP | 5,928 | 229 | 229 | – | 6,386 |
| Angus McCoss | UK SIP | 958 | 229 | 229 | – | 1,416 |
| Paul McDade | UK SIP | 5,928 | 229 | 229 | – | 6,386 |
| Director leaving the Board in 2008 | ||||||
| Tom Hickey | Irish SIP | 2,866 | 236 | 236 | 1,495 | 1,843 |
Note:
Graham Martin, Angus McCoss and Paul McDade each acquired 53 partnership
shares and were awarded 53 matching shares on 5 January 2009.
Performance Share Plan 2005 (PSP)
Details of conditional awards over ordinary shares granted to Executive Directors for nil consideration under the PSP.
| Director | Award grant date |
As at 01.01.08 |
Granted in year |
Vested in year |
As at 31.12.08 |
Vesting date |
|---|---|---|---|---|---|---|
| Aidan Heavey | 29.06.05 | 347,755 | – | 347,755 | – | 30.06.08 |
| 30.03.06 | 219,512 | – | – | 219,512 | 30.03.09 | |
| 22.03.07 | 230,567 | – | – | 230,567 | 22.03.10 | |
| 15.05.08 | – | 141,939 | – | 141,939 | 15.05.11 | |
| 797,834 | 141,939 | 347,755 | 592,018 | |||
| Graham Martin | 29.06.05 | 213,877 | – | 213,877 | – | 30.06.08 |
| 30.03.06 | 129,125 | – | – | 129,125 | 30.03.09 | |
| 22.03.07 | 130,402 | – | – | 130,402 | 22.03.10 | |
| 15.05.08 | – | 80,277 | – | 80,277 | 15.05.11 | |
| 473,404 | 80,277 | 213,877 | 339,804 | |||
| Angus McCoss | 27.04.06 | 100,230 | – | – | 100,230 | 27.04.09 |
| 22.03.07 | 90,539 | – | – | 90,539 | 22.03.10 | |
| 15.05.08 | – | 80,277 | – | 80,277 | 15.05.11 | |
| 190,769 | 80,277 | – | 271,046 | |||
| Paul McDade | 29.06.05 | 188,571 | – | 188,571 | – | 30.06.08 |
| 30.03.06 | 118,364 | – | – | 118,364 | 30.03.09 | |
| 22.03.07 | 90,539 | – | – | 90,539 | 22.03.10 | |
| 15.05.08 | – | 80,277 | – | 80,277 | 15.05.11 | |
| 397,474 | 80,277 | 188,571 | 289,180 | |||
| Ian Springett | 01.09.08 | – | 68,873 | – | 68,873 | 01.09.11 |
| – | 68,873 | – | 68,873 | |||
| Directors leaving the Board in 2008 | ||||||
| Tom Hickey | 29.06.05 | 213,877 | – | 213,877 | – | 29.06.08 |
| 30.03.06 | 139,885 | – | – | 116,570 | 30.03.09 | |
| 22.03.07 | 147,412 | – | – | 73,705 | 22.03.10 | |
| 501,174 | – | 213,877 | 190,275 | |||
| Matthew O’Donoghue | 29.06.05 | 188,571 | – | 188,571 | – | 30.06.08 |
| 30.03.06 | 107,604 | – | – | 107,604 | 30.03.09 | |
| 22.03.07 | 72,188 | – | – | 48,125 | 22.03.10 | |
| 368,363 | – | 188,571 | 155,729 |
- The awards of conditional shares made on 15 May 2008 equated to shares worth 200% of salary for each Executive Director based on the share price for the dealing day preceding the date of grant. The award made to Ian Springett on 1 September 2008 equated to shares worth 200% of salary pro-rated for the period from his joining to the end of the related performance period based on the average share price for the preceding three dealing days. The Tullow share price on the date of grant of the awards made on 15 May 2008 was 902.5p and for the award made on 1 September 2008 was 791p.
- Under the PSP, for the 2006 and 2007 awards, 50% of each award is subject to a condition that compares Tullow’s TSR to the constituents of the FTSE 250 Index (excluding Investment Trusts). The other 50% of the award is subject to a condition that compares Tullow’s TSR condition to a comparator group of specific oil and gas companies. For median performance, 30% of the relevant part of the award will vest, with full vesting for upper quartile performance. Read the conditions applying to the awards made in 2008.
- The PSP awards made in March 2006 and April 2006 reached the end of their performance period on 31 December 2008. The Remuneration Committee determined that both parts of the relevant performance condition were met in full, as the Company was ranked in the upper quartile compared to both the relevant comparator groups, and the underlying performance of the Company was determined to be a fair reflection of the Company’s TSR. Accordingly, the Executive Directors will be eligible to receive their awards on 30 March 2009, the third anniversary of grant, subject to continued employment.
- Tom Hickey resigned from the Board on 1 September 2008. As a result, the PSP awards made on 30 March 2006 and 22 March 2007 have been pro-rated accordingly as reflected in the year end figures in the above table. The above awards will vest on the normal vesting dates, to the extent that the performance conditions are met.
- Matthew O’Donoghue retired from the Board on 31 March 2008. He is providing consultancy services to the Group until 31 March 2009. As a result, the PSP award made on 22 March 2007 has been pro-rated accordingly as reflected in the year end figure in the above table. The above awards will vest on the normal vesting dates, to the extent that the performance conditions are met.
- On 29 June and 30 June 2008, being the dates on which awards made in June 2005 vested, the market prices of a Tullow share were 950.75p and 930p respectively.
Deferred Share Bonus Plan (DSBP)
Details of awards over ordinary shares granted to Executive Directors for nil consideration under the DSBP.
| Director | Award grant date |
As at 01.01.08 |
Granted in year |
Vested in year |
As at 31.12.08 |
Vesting date |
|---|---|---|---|---|---|---|
| Aidan Heavey | 30.03.06 | 20,988 | – | – | 20,988 | 01.01.09 |
| 18.01.07 | 42,714 | – | – | 42,714 | 01.01.10 | |
| 13.03.08 | – | 28,328 | – | 28,328 | 01.01.11 | |
| 63,702 | 28,328 | – | 92,030 | |||
| Graham Martin | 30.03.06 | 12,908 | – | – | 12,908 | 02.01.09 |
| 18.01.07 | 25,126 | – | – | 25,126 | 01.01.10 | |
| 13.03.08 | – | 16,021 | – | 16,021 | 01.01.11 | |
| 38,034 | 16,021 | – | 54,055 | |||
| Angus McCoss | 13.03.08 | – | 14,686 | – | 14,686 | 01.01.11 |
| – | 14,686 | – | 14,686 | |||
| Paul McDade | 30.03.06 | 19,806 | – | – | 19,806 | 02.01.09 |
| 18.01.07 | 7,260 | – | – | 7,260 | 01.01.10 | |
| 13.03.08 | – | 14,686 | – | 14,686 | 01.01.11 | |
| 27,066 | 14,686 | – | 41,752 | |||
| Directors leaving the Board in 2008 | ||||||
| Tom Hickey | 30.03.06 | 12,908 | – | 12,908 | – | 31.12.08 |
| 18.01.07 | 27,220 | – | – | 27,220 | 01.01.10 | |
| 13.03.08 | – | 18,111 | – | 18,111 | 01.01.11 | |
| 40,128 | 18,111 | 12,908 | 45,331 | |||
| Matthew O’Donoghue | 30.03.06 | 13,177 | – | 13,177 | – | 31.12.08 |
| 18.01.07 | 2,147 | – | – | 2,147 | 01.01.10 | |
| 13.03.08 | – | 4,334 | – | 4,334 | 01.01.11 | |
| 15,324 | 4,334 | 13,177 | 6,481 |
- The awards of shares made in 2008 equated to shares worth the amount of bonus deferred into shares for 2007 based on the share price for the dealing day preceding the date of grant. The Tullow share price on the date of grant of the awards made on 13 March 2008 was 629.5p.
- Further details of the DSBP are set out in the Annual bonus section of this report.
- On 31 December 2008, being the date on which the awards made in 2006 to Tom Hickey and Matthew O’Donoghue vested, the market price of a Tullow share was 659.5p.
Share options
Details of share options granted to Executive Directors:
| Director | Scheme | Grant date |
As at 01.01.08 |
Granted during year |
Exercised during year |
As at 31.12.08 |
Exercise price |
Date from which exercisable |
Last date exercisable |
|---|---|---|---|---|---|---|---|---|---|
| Aidan Heavey | 1998 | 30.04.99 | 1,230,230 | – | 1,230,230 | – | €0.84 | 30.04.02 | 29.04.09 |
| 2000 | 10.10.01 | 550,000 | – | 550,000 | – | 80p | 10.10.04 | 09.10.11 | |
| 2000 | 06.10.03 | 600,000 | – | 600,000 | – | 85p | 06.10.06 | 05.10.13 | |
| 2000 | 20.09.04 | 450,000 | – | 450,000 | – | 131p | 20.09.07 | 19.09.14 | |
| 2,830,230 | – | 2,830,230 | – | ||||||
| Graham Martin | 1998 | 30.04.99 | 988,426 | – | 988,426 | – | €0.84 | 30.04.02 | 29.04.09 |
| 2000 | 10.10.01 | 380,000 | – | – | 380,000 | 80p | 10.10.04 | 09.10.11 | |
| 2000 | 06.10.03 | 400,000 | – | – | 400,000 | 85p | 06.10.06 | 05.10.13 | |
| 2000 | 20.09.04 | 190,000 | – | – | 190,000 | 131p | 20.09.07 | 19.09.14 | |
| 1,958,426 | – | 988,426 | 970,000 | ||||||
| Paul McDade | 2000 | 18.06.01 | 80,000 | – | 80,000 | – | 95p | 18.06.04 | 17.06.11 |
| 2000 | 10.10.01 | 50,000 | – | 50,000 | – | 80p | 10.10.04 | 09.10.11 | |
| 2000 | 06.10.03 | 220,000 | – | 220,000 | – | 85p | 06.10.06 | 05.10.13 | |
| 350,000 | – | 350,000 | – | ||||||
| Directors leaving the Board in 2008 |
|||||||||
| Tom Hickey | 1998 | 02.05.00 | 220,000 | – | – | 220,000 | 61p | 02.05.03 | 30.09.09 |
| 2000 | 10.10.01 | 450,000 | – | – | 450,000 | 80p | 10.10.04 | 30.09.09 | |
| 2000 | 06.10.03 | 290,000 | – | – | 290,000 | 85p | 06.10.06 | 30.09.09 | |
| 2000 | 20.09.04 | 350,000 | – | – | 350,000 | 131p | 20.09.07 | 30.09.09 | |
| 1,310,000 | – | – | 1,310,000 | ||||||
| Matthew O’Donoghue | 1998 | 30.04.99 | 699,958 | – | 699,958 | – | €0.84 | 30.04.02 | 31.03.09 |
| 2000 | 10.10.01 | 250,000 | – | 250,000 | – | 80p | 10.10.04 | 31.03.09 | |
| 2000 | 06.10.03 | 330,000 | – | 330,000 | – | 85p | 06.10.06 | 31.03.09 | |
| 1,279,958 | – | 1,279,958 | – | ||||||
- The Schemes under which these options were granted are: 1998 — Options granted under the Tullow Oil 1998 Executive Share Option Scheme (‘1998 Scheme’) and 2000 — Options granted under the Tullow Oil 2000 Executive Share Option Scheme (‘2000 Scheme’).
- No performance conditions attach to 1998 Scheme options. The performance condition that attaches to options granted under the 2000 Scheme requires Tullow’s TSR to exceed that of the median company of the FTSE 250 (excluding Investment Trusts) over the three-year period from the date of grant. All these performance conditions have now been satisfied and so the options are fully exercisable.
- Options shown with an exercise price denominated in Euro were granted on or before 30 April 1999 with an exercise price in IR£. On conversion of IR£ to Euro effective 1 January 2002, the exercise price for each such option was converted from IR£ into Euro by dividing the original IR£ exercise price per share by the fixed IR£/Euro conversion rate. All options granted after 30 April 1999 were granted with an exercise price denominated in sterling. Options are granted for nil consideration.
- The aggregate gains made by Directors and a former director on the exercise of options under the Schemes during the year was £42.3 million. On 30 June 2008, being the date that Aidan Heavey, Graham Martin and Paul McDade exercised the options listed in the table, the market price of a Tullow share was 930p. On 16 December 2008, being the date that Matthew O’Donoghue exercised all his outstanding options, the market price was 620p.
- During 2008, the highest mid-market price of the Company’s shares was 975p and the lowest was 419p. The year-end price was 659.5p.
Clare Spottiswoode
Chairman of the Remuneration Committee
10 March 2009

