Remuneration Committee report
Base salaries During the year ended 30 September 2025, the Committee reviewed and benchmarked both the CEO’s and CFO’s salary. The Committee increased the CEO’s base salary by 2.5% taking Mike’s salary from £561,350 to £575,384, with effect from 1 June 2025, which was slightly lower than the increase for the wider workforce (circa 2.9%). After due deliberation, the Committee agreed to increase Guy Ellis’s base salary by 9.6% from £312,000 to £342,000 with effect from 1 June 2025. As a reminder, on appointment (in June 2023), Guy’s salary was set somewhat below the benchmark level (against similar sized peers operating in IT services and adjacent sectors). Since then, Guy has not just settled into the role but has exceeded expectations with positive engagement with shareholders and significant contribution to various initiatives. For these reasons we felt it was appropriate to award an above workforce rate increase. Alongside this increase, the Committee also increased Guy’s notice period from 6 to 12 months, recognising his contribution to the business and the need to retain him for the medium to long term. For the forthcoming financial year, the Committee has taken the decision to increase Guy’s salary by a further 9.6% from £342,000 to £375,000, with effect from 1 October 2025. The Committee was very mindful that this increase follows shortly after the previous increase. However, since the departure of the CIO, Guy is now also responsible for the Global Technical Services (GTS) function. This is a significant change and step up in Guy’s scope of responsibilities for which the Committee wanted to ensure he was appropriately remunerated. It is anticipated at this stage that future increases for Guy will be aligned to those for the workforce. Performance related pay – annual bonus The annual bonus targets for the year ended 30 September 2025 for both the CEO and CFO were based on the satisfaction of stretching financial and strategic targets. The financial target of Group Adjusted operating profit for the year to 30 September 2025 had a weighting of 60%. Group Adjusted operating profit was £23.7m and this resulted in a payout of 24.8% of the 60%. The strategic objectives had a weighting of 40% and covered a number of areas supporting the pillars of the strategy, together with people and operational excellence objectives. The Committee determined that the strategic element should pay out at 36.5% for the CEO, and 40% for the CFO. Further detail on performance against strategic objectives is provided later in the report. This resulted in a total bonus for the year of 61.3% for the CEO and 64.8% for the CFO of maximum resulting in a bonus payout of £433,719 for the CEO and £260,820 for the CFO. For both the CEO and CFO, 35% of the aggregate bonus in excess of £50,000 earned over the year to 30 September 2025 will be deferred into shares and will vest after two years. Clawback and malus provisions are also in place for the bonus. The Committee considered whether it should exercise any discretion to the bonus outcomes. The Committee concluded that the aggregate outcomes from the financial and the strategic, non-financial elements were a fair reflection of the performance in the relevant areas, and the Committee therefore decided not to exercise any discretion. For 2025/26, the Committee has considered the weighting of metrics in the annual bonus. The Committee concluded that the weighting on the Group Adjusted operating profit should be maintained at 60% of maximum, to continue to give appropriate emphasis to this metric. The remaining 40% will apply to key strategic metrics, with stretching targets. These will include targets linked to the pillars of the strategy, together with people and operational excellence objectives. These will be fully disclosed in the Remuneration Report for 2025/26.
Jennifer Duvalier Chair, Remuneration Committee
On behalf of your Board, I am pleased to present our Directors’ Remuneration Report (DRR) for the year ended 30 September 2025. The report is divided into three sections: the Remuneration Committee Chair’s Statement, a brief summary of the shareholder approved Directors’ Remuneration Policy for the period 2025–2028, and the Annual Report on Remuneration for FY25. At the AGM in January 2025, 80.33% of shareholders voted in favour of the Directors’ Remuneration Report and 89.61% of shareholders voted in favour of the Directors’ Remuneration Policy, and I would like to thank shareholders for their continuing support on both these areas. Annual statement The Committee comprised Julie Chakraverty, Lynn Fordham and me as Chair. Our Board Chair, Chris Stone, also attended all meetings. Our remuneration consultants, Chief People Officer, Director of Reward and Benefits, CEO and other Executives, including the SVP, Group Finance, were invited to meetings as required, although we always ensure that we have time without Executives present, and no Executive was present when decisions relating to their own reward were made. The Committee closely monitors shareholder guidance and feedback on remuneration. Shareholder voting on AGM remuneration resolutions is reviewed annually, shareholders are consulted when changes to policy are being considered and major shareholders have the opportunity to provide annual feedback to the Board and Remuneration Committee on NCC Group’s remuneration approach at annual engagement meetings. Remuneration Policy and changes Throughout the year ended 30 September 2025, we operated both within the Remuneration Policy that was approved by shareholders at the AGM in November 2021 (until 28 January 2025), and then the Remuneration Policy that was approved by shareholders at the AGM in January 2025 (from 28 January 2025). The main changes to our Remuneration Policy were summarised within the 2024 Remuneration Report, along with information as to how we dealt with our change in year end from 31 May to 30 September, and how we dealt with a longer 16 month accounting period to 30 September 2024.
NCC Group plc — Annual report and accounts for the year ended 30 September 2025 81
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