24 Share-based payments continued Long Term Incentive Plan (LTIP) schemes – equity settled continued Options granted in November 2021 have three separate vesting conditions as set out below:
• 60% will vest based on achieving an average increase in Group EPS of 22.5% or more over a three year period. If growth is equal to an average of 9% (threshold), then 15% of the award will vest. If, however, growth is less than 9% per annum, none of the award element will vest. Between these two points, vesting is determined on a straight-line basis. • 30% will vest based on achieving a cash conversion ratio 1 expressed as a percentage over the measurement period of greater than 70% per annum on average. If cash conversion 1 is greater than or equal to 80% per annum, then 100% of the award element will vest. If, however, cash conversion is less than 70% per annum, none of the award element will vest. Between these two points, vesting is determined on a straight-line basis. • 10% will vest based on the Group’s total shareholder return (TSR) ranking when measured against the FTSE 250 (excluding investment trusts). If the Group’s TSR is consistent with the median group, 20% of the award will vest; below this level, none of the award element will vest. If the TSR is within the upper quartile or above, 100% of the award element will vest; between the median and upper quartile, vesting is determined on a straight-line basis. Options granted between October 2022 and November 2022 have three separate vesting conditions as set out below: • 60% will vest based on achieving an average increase in Group EPS of 18% or more over a three year period. If growth is equal to an average of 6% (threshold), then 15% of the award will vest. If, however, growth is less than 6% per annum, none of the award element will vest. Between these two points, vesting is determined on a straight-line basis. • 20% will vest based on achieving a cash conversion ratio 1 expressed as a percentage over the measurement period of greater than 80% per annum on average. If cash conversion 1 is greater than or equal to 90% per annum, then 100% of the award element will vest. If, however, cash conversion is less than 80% per annum, none of the award element will vest. Between these two points, vesting is determined on a straight-line basis. • 20% will vest based on the Group’s total shareholder return (TSR) ranking when measured against the FTSE 250 (excluding investment trusts). If the Group’s TSR is consistent with the median group, 15% of the award will vest; below this level, none of the award element will vest. If the TSR is within the upper quartile or above, 100% of the award element will vest; between the median and upper quartile, vesting is determined on a straight-line basis. Options granted between October 2023 and February 2024 have three separate vesting conditions as set out below: • 40% will vest based on achieving an average increase in Group EPS of 18% or more over a three year period. If growth is equal to an average of 6% (threshold), then 15% of the award will vest. If, however, growth is less than 6% per annum, none of the award element will vest. Between these two points, vesting is determined on a straight-line basis. • 20% will vest based on achieving a cash conversion ratio 1 expressed as a percentage over the measurement period of greater than 80% per annum on average. If cash conversion 1 is greater than or equal to 90% per annum, then 100% of the award element will vest. If, however, cash conversion is less than 80% per annum, none of the award element will vest. Between these two points, vesting is determined on a straight-line basis. • 40% will vest based on the Group’s total shareholder return (TSR) ranking when measured against the FTSE 250 (excluding investment trusts). If the Group’s TSR is consistent with the median group, 15% of the award will vest; below this level, none of the award element will vest. If the TSR is within the upper quartile or above, 100% of the award element will vest; between the median and upper quartile, vesting is determined on a straight-line basis. Options granted during or after June 2024 have three separate vesting conditions as set out below: • 30% will vest based on achieving an average increase in Group EPS of 18% or more over a three year period. If growth is equal to an average of 6% (threshold), then 15% of the award will vest. If, however, growth is less than 6% per annum, none of the award element will vest. Between these two points, vesting is determined on a straight-line basis. • 20% will vest based on achieving a cash conversion ratio 1 expressed as a percentage over the measurement period of greater than 80% per annum on average. If cash conversion 1 is greater than or equal to 90% per annum, then 100% of the award element will vest. If, however, cash conversion is less than 80% per annum, none of the award element will vest. Between these two points, vesting is determined on a straight-line basis. • 50% will vest based on the Group’s total shareholder return (TSR) ranking when measured against the FTSE 250 (excluding investment trusts). If the Group’s TSR is consistent with the median group, 15% of the award will vest; below this level, none of the award element will vest. If the TSR is within the upper quartile or above, 100% of the award element will vest; between the median and upper quartile, vesting is determined on a straight-line basis.
2025 Number outstanding
Expected term of options
Exercisable between
Exercise price
Date of grant
— — —
March 2020
3 years 3 years 3 years 3 years 3 years 3 years 3 years 3 years 3 years
June 2022–August 2024 June 2023–August 2025 June 2024–November 2031 October 2025–October 2032 November 2025–November 2032 October 2026–October 2033 February 2027–February 2034 October 2027–June 2034 January 2028–January 2035
£nil £nil £nil £nil £nil £nil £nil £nil £nil
May 2021
November 2021 October 2022 November 2022 October 2023 February 2024
677,916
—
1,606,795
65,412
2,839,374
June 2024
78,185
January 2025
1 C ash conversion is an Alternative Performance Measure (APM) and not an IFRS measure. See Appendix 1 for an explanation of APMs and adjusting items, including a reconciliation to statutory information.
NCC Group plc — Annual report and accounts for the year ended 30 September 2025 149
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