One of Codemasters’ independent directors stands to pocket more than £500,000 for less than a year’s work if the video games maker wins support for its takeover by an American rival.
The company yesterday granted Lisa Thomas, who joined the board in April, the right to buy 210,000 shares at a 235p each, a big discount to the present price.
Under her agreement with the developer of the popular Formula One games series, Ms Thomas would have had to wait until 2023 for the award to vest in full. However, Codemasters said that she would be able to cash all options at once if shareholders approved a proposed £759 million cash-and-shares acquisition by Take-Two Interactive.
Based on last week’s closing price, the Take-Two offer values Codemasters at 486.2p a share. At that price Ms Thomas, 53, the former chief brand officer of Virgin, would make a £527,000 profit from the sale. Gerhard Florin, 61, the chairman, and Ian Gomes, 63, a non-executive director, stand to make £1 million and £600,000, respectively, from their options.
UK-listed companies are discouraged from offering non-executive directors options over shares. According to the corporate governance code, directors that receive stock-based payments cannot be considered independent. The Investment Association views share options as an “inappropriate” way to pay independent directors.