Leadership Team

Graham Whitworth
Graham WhitworthExecutive Chairman
Prior to investing as a seed investor in Sprue, Graham developed a diverse set of international business skills from the corporate boardroom to his own start up. Graham has worked in a number of technology businesses, initially in engineering and then IT based design technology roles, where he led a number of strategic initiatives and directed many multi-million Dollar contracts with leading blue chip companies across a diverse set of industries with ComputerVision Corporation, a leading US CAD/CAM provider. From the late 1980s Graham was Sales Director, Managing Director and then Executive Vice-President, before leaving in 1997. In 1998, Graham started his own company which he later merged with Division Plc where he became Managing Director before disposing of the enlarged business to Parametric Technology in 2000. Graham led the original Sprue IPO and until February 2015 was the Group Chief Executive and Chairman; he is the now Executive Chairman.
Neil Smith
Neil SmithGroup Chief Executive
Neil has a background as a successful senior leader with strategic retail and brand experience gained at market leading blue chip, multi-channel businesses spanning Kingfisher plc (B&Q), Halfords Group plc, Home Retail Group plc and Boots Retail Group. In addition, Neil has extensive knowledge and success of Far East sourcing, brand development and international retailing. Neil holds a degree in Business Studies and a Diploma in Marketing.
John Gahan
John GahanGroup Finance Director
John joined Sprue in January 2010 as the Group Finance Director and was appointed to the Board in April of that year. John led Sprue’s bid defence of Jarden’s failed hostile take over in 2013 and Sprue’s move to AIM and fund raising in April 2015. Qualifying as a chartered accountant with KPMG in Birmingham, John worked in Transaction Services performing financial due diligence on companies for sale in the UK and overseas. John has also worked in senior financial, operational and M&A roles with GKN plc. John lived in Singapore for four years where he was the Regional Finance Director and Regional Mergers and Acquisitions Director for GKN Driveline Driveshafts. John is a Fellow of the Institute of Chartered Accountants for England and Wales.
Nicholas (‘Nick’) Rutter
Nicholas (‘Nick’) RutterChief Product Officer
Nick is one of the co-founders of Sprue; he began his career with Sprue as Technology Director before being appointed Managing Director in 2008. Nick’s design skills and product vision have fundamentally shaped Sprue’s product offering and brand strategy. Nick is also responsible for the development of the Group’s product technology and design. Prior to co-founding Sprue, Nick achieved a BA in Industrial Design from Coventry University and worked as a product designer based in Hong Kong, designing portable audio products for Philips.
William Payne
William PayneNon-Executive Director, Senior Independent Director
William joined the Sprue Board in 2000 and acted as its finance director until January 2010. William is a partner at chartered accountants, Wilkins Kennedy LLP, where he acts for a broad range of clients across various industry sectors, providing audit and assurance advice to clients as well as assistance in planning, reporting and compliance. Having obtained an accounting degree from Exeter University, William qualified as a chartered accountant with what is now part of KPMG in London. William was made a partner at WH Payne & Co in 1991, prior to its merger with Wilkins Kennedy LLP in 2003. William is also a director of a number of companies, including Ariana Resources plc, which is quoted on AIM.
Ashley Silverton
Ashley SilvertonNon-Executive Director
Ashley was appointed to the Board in February 2011 and is jointly nominated by Sprue and BRK Brands. Ashley has worked for Brewin Dolphin and its predecessor firms for more than 25 years and has represented Brewin Dolphin at the National Association of Pension Funds. Having joined a City based stockbroking partnership after graduation, he was elected to Membership of the Stock Exchange in 1985 and is a Fellow of the Chartered Institute for Securities & Investment. Throughout his career Ashley has specialised in investment management for private clients and charities. Ashley has served as a committee member of the FTSE/WMA Private Investor Indices. Ashley was previously Head of the Brewin Dolphin London office and a member of the Advisory Board.
John Shepherd
John ShepherdNon-Executive Director
John began his career at British Aerospace where he held various systems and software engineering management positions. In 1990, he joined Smiths Industries where, as Managing Director of the Smiths Detection division, he was responsible for building a world leading transport, security and military detection systems business. Subsequently, he was appointed as Chief Executive of First Technology Group plc where he built up a substantial gas sensor and detection systems business prior to the company being acquired by Honeywell. Since 2008 until his retirement earlier this year, John served as Chief Executive of Synectics plc, an AIM quoted leader in the design, integration, control and management of advanced surveillance technology and networked security systems.


Summary of Committee attendance

Name Audit Committee Remuneration Committee
Graham Whitworth No Yes
William Payne Yes Yes
John Shepherd (appointed 1 April 2015) Yes Yes
Peter Lawrence (retired 3 June 2015) Yes Yes
Ashley Silverton Yes Yes

Figures in brackets denote the maximum number of meetings that could have been attended.

Audit Committee


The Committee’s key objectives are the provision of effective financial governance and assistance to the Board in ensuring the integrity of the Group’s financial reporting.  The Committee oversees the external audit process and reviews the Group’s risk management framework, the effectiveness of its risk management processes and the system of internal control.

Details of the Audit Committee membership in the year and the number of Audit Committee meetings attended in respect of 2015 are given above.  The Committee meetings are also attended by invitation, by other members of the Board and other senior executives as required in order to ensure that all the information required by the Audit Committee for it to operate effectively is available.  Representatives of the Group’s external auditor meet with the Audit Committee at least twice a year without any Executive Directors or other Company management being present.


Role of the Committee

The primary responsibilities of the Committee are to:

  • To monitor the integrity of the financial statements of the Group and any formal announcements relating to the Group’s financial performance and review significant financial reporting judgements contained therein;
  • To consider whether in its view the Annual Report taken as a whole is fair, balanced and understandable and provides the information necessary to assess the Group’s performance, business model and strategy, the ultimate approval of which is decided by the Board;
  • Review the effectiveness of the Group’s financial reporting and the internal control and risk management policies and systems;
  • Review annually, the need for an internal audit function;
  • Make recommendations to the Board for a resolution to be put to shareholders for their approval in general meeting, on the appointment of the external auditor and approval of its remuneration and terms of engagement;
  • Review the external auditor’s independence and objectivity and the effectiveness of the audit process, taking into consideration relevant UK professional and regulatory requirements;
  • Review the appropriateness of accounting policies;
  • Develop and implement a policy on the engagement of the external auditor to supply non-audit services, taking into account relevant guidance regarding the provision of non-audit services by the external audit firm; and
  • Review the arrangements by which staff, may in confidence, raise concerns about possible improprieties.

Remuneration Committee

Remuneration philosophy

The Remuneration Committee’s policy is to attract and retain individuals of the highest calibre by offering remuneration competitive with comparable publicly quoted companies, and to drive the Group’s financial performance by providing arrangements which fairly and responsibly reward individuals for their contribution to the success of the Group.  Performance-related bonuses and long term equity based remuneration linked to demanding targets represent a significant proportion of Executive Directors’ potential remuneration, which aligns the interests of the individuals with those of the shareholders.

Key remuneration decisions for 2015

The Committee continues to seek to ensure that the remuneration of Executive Directors, as well as the wider senior management team, is sufficient to attract, retain and motivate quality individuals.  The key decisions made by the committee in relation to 2015 include:

  • to consider and make recommendations to the Board on the policy for the remuneration package of the Executive Directors
  • to determine the whole remuneration package for Senior Executives
  • to recommend to the Board the remuneration package for the Chairman
  • to determine the terms and conditions of service contracts for Senior Executives
  • to determine the design, conditions and coverage of the annual long-term incentive schemes for Senior Executives and to approve total and individual payments under these schemes
  • to determine targets for any annual and long-term incentive schemes
  • to determine the issue and terms of all share-based plans available to all employees
  • to determine compensation in the event of termination of service contracts of any of the Senior Executives