Vistry Group PLC (LON:VTY) has announced the following Directorate changes.
After nine years of service, Ralph Findlay will step down as Chair and as a director of the Company with effect from the close of the Annual General Meeting on 16 May 2024. Ralph was appointed to the Board as a Non-Executive Director in April 2015 and as Non-Executive Chair in May 2022.
The Board is pleased to announce that Greg Fitzgerald will succeed Ralph and will be appointed as Executive Chair & Chief Executive Officer of the Company with effect from the close of the Annual General Meeting in May. Greg’s appointment will ensure continuity and maintain momentum in the execution of the Group’s strategy and delivery of the medium-term targets announced in 2023. There will be no change to Greg’s existing remuneration arrangements.
The Board has commenced a search for an experienced Senior Independent Director who will provide additional oversight on governance matters and serve as an alternative point of communication for investors and the other Non-Executive Directors.
Jeff Ubben is stepping down as a Non-Executive Director of the Company with immediate effect. Jeff was appointed to the Board in March 2023 and remains fully supportive of the Board, management and the strategic decisions made during his time on the Board.
The Board is pleased to announce the appointment of Usman Nabi, Managing Partner and Chief Investment Officer of Browning West, as a Non-Executive Director with effect from today. Usman will also serve as a member of the Nomination Committee. As a highly experienced board member and investor in both the United States and the United Kingdom, the Board believes that Usman will be a valuable addition to the Vistry Board. Usman is being appointed as a representative of Browning West, an independent investment partnership based in Los Angeles, California and currently the Company’s largest shareholder.
Chris Browne, Non-Executive Director, has also informed the Board that following more than nine years of service as a director of the Company, she does not intend to seek re-election and will step down from the Board at the close of this year’s Annual General Meeting in May. Chris was appointed as a Non-Executive Director in September 2014.
In addition to the appointment of a new Senior Independent Director, the Board is seeking to recruit up to two additional, high calibre independent Non-Executive Directors of the Company and will update the market on its progress with these appointments in due course.
Ralph Findlay OBE, Non-Executive Chairman, commented:
“I am delighted that Greg has accepted the Board’s request to succeed me as Chairman. With unparalleled experience and success in our industry and the full support of our largest shareholders, there is nobody better placed than Greg to oversee the execution of our new strategy. Greg’s appointment, supported by a strong Senior Independent Director, will allow for a smooth handover without disruption to the business and ensures Greg’s commitment to oversee the delivery of our medium-term targets.”
Greg Fitzgerald, Chief Executive of Vistry Group, commented:
“On behalf of the Board, I would like to thank Ralph for his significant contribution to Vistry over the last nine years. I am pleased to accept the Board’s invitation to take up the new position of Executive Chair & Chief Executive Officer and am fully committed to executing the Group’s focused Partnerships strategy set out last year. Working alongside an excellent management team, I am confident the Group will achieve its medium-term targets and deliver outstanding returns for shareholders.”
Disclosures required under the Listing Rules
Mr. Nabi does not currently serve on the boards of any public or quoted companies. In the past five years he has served as a director of Domino’s Pizza Group plc (2019 to 2023), Six Flags Entertainment Corporation (2010 to 2020), and Tempur Sealy International Inc. (2015 to 2018).
Additional information
Browning West has confirmed that it manages funds which hold interests in approximately 29,473,143 million ordinary shares of the Company, constituting approximately 8.539%* of the Company’s issued share capital (excluding treasury shares). Mr. Nabi has no current interest in the Company’s share capital.
Vistry Group has entered into an agreement with Browning West which clarifies the obligations of, and relationship between, both parties in respect of Usman’s appointment. The agreement includes, among other things, an obligation for Browning West to exercise the voting rights in respect of the shares in which it is interested in accordance with any recommendations given by a majority of the Board in respect of resolutions to be voted at a General Meeting, as well as undertakings that Browning West will not requisition (or propose resolutions at) General Meetings of the Company, circulate statements to shareholders, or seek to remove Directors from the Board.
In light of Mr. Nabi’s position at Browning West and its interest in the Company, the Board of the Company has determined that Mr. Nabi is not considered independent under the UK Corporate Governance Code.
