Long Term Incentive Plan (LTIP) vesting (audited) The LTIP awards made in October 2022 (with a performance period of 1 June 2022 to 30 September 2025) will vest in December 2025. Mike Maddison was a beneficiary of these and achieved a vesting of 20% of the award of 436,408 shares, being 87,281 shares.
Number of LTIP awards
Executive
Basis
Performance period
Mike Maddison 436,408
175% of base salary
1 June 2022 to 30 September 2025
The performance conditions for these awards are set out below:
Threshold (15% vesting)
Maximum (100% vesting)
Actual performance
Actual % vested
Weighting
Component
Metric
Vesting basis
60% Adjusted basic EPS – previous measure 2,3
CAGR growth over a three year period
6% 18%
(31%)
0% Straight line between threshold and maximum
80% 90%
92% 20% Straight line between threshold and target, then target and maximum
20%
Cash conversion – previous measure 2,4
Average cash conversion 4 ratio – previous measure over a three year period TSR over three years vs FTSE 250 comparator group (excluding investment trusts)
Median
Upper quartile
Lower quartile
0% Straight line between threshold and maximum
20% TSR
Total
20%
Long-term incentives granted during the financial year to 30 September 2025 (audited) During the financial year to 30 September 2025, neither of the Executive Directors were granted awards.
SAYE options granted in the year ended 30 September 2025 (audited) The Group operates an HMRC-approved SAYE scheme. All eligible colleagues, including Executive Directors, may be invited to participate on similar terms for a fixed period of three years. During the year, Guy Ellis joined the 2025 SAYE scheme (which will mature on 1 September 2028) and has options over 9,668 shares with an option price of £1.1387. No awards vested this year for either Executive Director. Payments for loss of office and to past Directors (audited) No payments were made for loss of office during the year. Tim Kowalski stepped down as CFO on 30 June 2023. The LTIP awards made in October 2022 (with a performance period of 1 June 2022–30 September 2025) will vest in December 2025. Tim Kowalski was a beneficiary of these and achieved a vesting of 20% of the award of 97,951 shares, being 19,590 shares (the original number of shares granted was 248,857 shares which was pro-rated for service). These awards are subject to the post-employment shareholding guideline. Directors’ interests in shares (audited) The tables below set out details of the Executive Directors’ outstanding share awards, which will vest in future years subject to performance conditions and/or continued service.
Summary of maximum LTIP awards outstanding
Total LTIP options held at 30 September 2025 1
Total LTIP options held at 30 September 2024 1
Granted during the year
Exercised during the year
Share price on date of exercise
Lapsed during the year
2,050,603
Mike Maddison
2,399,730
— — — —
N/A 349,127
845,639
Guy Ellis
845,639
N/A
—
1 Includes only unvested and unexercised LTIP options.
2 A djusted basic EPS – previous measure 3 , cash conversion – previous measure 4 , and cash conversion ratio – previous measure are Alternative Performance Measures (APMs) and not IFRS measures. See Appendix 1 and Financial Review for an explanation of APMs and adjusting items. 3 A djusted basic EPS – previous measure is statutory basic EPS before share-based payments, amortisation of acquired intangibles and Individually Significant Items and the tax effect thereon.
4 Cash conversion – previous measure ratio percentage of net cash flow from operating activities before interest and tax divided by Adjusted EBITDA – previous measure.
All awards granted under the LTIP are subject to continued employment and the satisfaction of the performance conditions as set out above. The awards were all nil-cost options.
NCC Group plc — Annual report and accounts for the year ended 30 September 2025 87
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