19 September 2024

Hill & Smith PLC

Directorate Changes

Rutger Helbing appointed CEO with immediate effect

Hill & Smith PLC ("Hill & Smith" or the "Group"), the international provider of sustainable infrastructure products and services, announces that Rutger Helbing will join the Board as Chief Executive Officer ("CEO") effective from today.  Rutger's appointment follows an extensive process, supported by an external executive search firm, that considered both internal and external candidates.

Rutger was most recently CEO of Tyman PLC, a leading international provider of engineered components to the construction industry, and a member of the FTSE 250, and prior to that CEO of Devro plc. He spent his earlier career in commercial divisional finance roles in blue chip global manufacturing businesses including Unilever, ICI and AkzoNobel, before joining Devro plc as Group Finance Director in 2016.  A Dutch national, Rutger has lived and worked in the UK for over 20 years.

Alan Giddins, who has been Executive Chair since July 2022, will step back from his executive role following a short handover period and will revert to his previous role, that of Non-Executive Chair, Chair of the Nomination Committee and a member of the Remuneration Committee.  Alan has been on the Board of the Group for almost seven years, having joined as a Non-Executive in October 2017.  As such he will step down as Chair following the May 2026 AGM. Tony Quinlan, the Senior Independent Non-Executive Director, will step down as Chair of the Nomination Committee but will remain a member and lead the search for Alan's successor.

With the appointment of the CEO, the Board has reorganised Executive responsibilities as a result of which Hooman Caman Javvi, Chief Operating Officer, has stepped down from the Board and will leave Hill & Smith to pursue other opportunities.  It is not the Board's current intention to appoint a replacement to this role.

Alan Giddins, Executive Chair, commented:

"I am delighted to welcome Rutger to the Board; he has been the stand-out candidate for the CEO role at Hill & Smith following an extensive search.  He brings broad based international manufacturing experience, excellent strategic and commercial acumen and significant experience as a CEO, with a track record of delivering value for shareholders.  Culturally, Rutger is also an excellent fit with our business and teams.

On behalf of the Board, I would also like to thank Hooman for all that he has done for Hill & Smith over the last three years, and to wish him well in the future."

Tony Quinlan, Chair of the Nomination Committee and Senior Independent Director, commented:

"The Board is pleased to appoint such an experienced CEO as Rutger to lead Hill & Smith at a time when the business has strong trading and strategic momentum and is well positioned in some extremely attractive end markets, with long term structural growth drivers, particularly in the US. We were fortunate that Rutger was able to join the process at a relatively late stage, following the acquisition of Tyman this summer.

I would like to thank Alan for the huge commitment he has made to Hill & Smith since taking on the Executive Chair role, during which time the Group has delivered significant organic and inorganic growth and made meaningful strategic progress.  The Board is very pleased that Alan has agreed to continue as Chair of the Group until 2026 to ensure continuity of leadership. The search for his successor will commence next year."

Rutger Helbing, Chief Executive Officer, said:

"I am delighted to be joining Hill & Smith at such an exciting time for the business.  I am very much looking forward to working with Alan, the Board and the wider Hill & Smith team to continue to build on the strong momentum in the business. As a leading provider of sustainable infrastructure products and services, the Group is exposed to attractive and growing end markets and has excellent prospects for further value creation for our shareholders."

There are no matters required to be disclosed under paragraph 6.4.8R of The Listing Rules.

For further information, please contact:

Hill & Smith PLC

Alan Giddins, Executive Chair                                    Tel:  44 (0)121 704 7434

Hannah Nichols, Chief Financial Officer

MHP

Reg Hoare/Rachel Farrington/Catherine Chapman     Tel:  44 (0)7801 894577

                                                                                      Email: hillandsmith@mhpgroup.com 

Notes to Editors

Hill & Smith PLC is a leading provider of sustainable infrastructure products and services. The Group employs c4,500 people worldwide with the majority employed by its autonomous, agile, customer focussed operating businesses based in the US, UK, Australia and India.  The Group head office is in the UK and Hill & Smith PLC is quoted on the London Stock Exchange (LSE: HILS.L).

The Group's operating businesses are organised into three main business divisions:

Galvanizing Services: increasing the sustainability and maintenance free life of steel products including structural steel work, lighting, bridges and other products for industrial and infrastructure markets.

Engineered Solutions: supplying engineered steel and composite solutions for a wide range of infrastructure markets including power generation and distribution, marine, rail and housing.  The division also supplies engineered pipe supports for the water, power and liquid natural gas markets and seismic protection solutions.

Roads & Security: supplying products and services to support road and highway infrastructure including temporary and permanent road safety barriers, intelligent traffic solutions, street lighting columns and bridge parapets.  In addition, the division includes two businesses which are market leaders in the provision of off-grid solar lighting and power solutions.  The security portfolio includes hostile vehicle mitigation solutions, high security fencing and automated gate solutions.

---

Remuneration Arrangements

Rutger Helbing's remuneration arrangements have been set in accordance with the Directors' Remuneration Policy approved by shareholders. His salary will be £670,000 per annum and he will be eligible for a target bonus of 150% of base salary with 50% of any award being deferred into shares for 2 years. For 2024, any bonus will be pro-rated based on time in office. A maximum of 175% of base salary will be awarded annually under the Hill & Smith Long-Term Incentive Plan (LTIP) and he will receive a pension entitlement of 6.5% salary, in line with arrangements for the wider workforce. On joining, he will be granted an award under the 2024 LTIP of 75% of base salary, which will vest based the achievement of performance conditions, and which will be subject to a 2-year post-vesting holding period. Full details will be disclosed in Hill & Smith's 2024 Annual Report.