Directors’ Remuneration policy continued
Annual Bonus Purpose
To drive and reward the delivery of sustainable performance over the annual performance period. Longer-term interests and outcomes are aligned with those of shareholders and other stakeholders through annual bonus deferral. The Annual Bonus award will be determined by the Committee according to performance against financial and non-financial performance targets. No more than two-thirds of the Annual Bonus earned will be paid in cash. The remaining amount will be deferred and be released pro-rata over three years. This deferral may be in the form of conditional awards or options over ordinary shares which will normally vest at the end of the deferral period or by the transfer of ordinary shares to the executive which are beneficially owned but subject to a holding period. The Group’s control functions will input into the assessment of performance to ensure the appropriate alignment between risk and remuneration outcomes. Malus and clawback provisions apply to Annual Bonus awards under the Group’s Malus & Clawback policy. The Annual Bonus outcome is normally determined based on the satisfaction of a range of financial and non-financial objectives set by the Committee. The majority of the Annual Bonus outcome will be based on financial performance. Performance measures will be set each year in line with Company strategy. No more than one-third of the Annual Bonus maximum opportunity is payable for delivering a threshold level of performance. The Committee retains the discretion to adjust the Annual Bonus outcome if the Committee considers that such outcome is not a fair and accurate reflection of underlying business performance.
Operation
Performance measures
Opportunity
The maximum Annual Bonus opportunity for the Executive Directors is up to 150% of salary.
LTIP Purpose
To drive and reward the achievement of long-term sustainable growth and shareholder value and also provide alignment with shareholders’ interests through greater Executive Director share ownership. Executive Directors may be considered for performance-based LTIP awards in the form of conditional shares or nil cost options. Awards will vest at the end of a performance period of normally three-years, subject to the satisfaction of performance targets and normally provided that the Executive Director remains employed by the Group. A holding period will apply so there is a five year period from the grant of an award and the earliest opportunity to sell the shares acquired (subject to any sales required to pay taxes on vesting or option exercise). An additional payment, normally in shares, may be made equal to the value of dividends which would have accrued on vested shares. Malus and clawback provisions apply to LTIP awards under the Group’s Malus and clawback Policy. Awards vest subject to the achievement of performance targets. The majority of the LTIP opportunity will be aligned to the financial performance measures. Threshold performance for each measure will normally result in no more than 25% of that portion of the award vesting. Furthermore, in normal circumstances, it is expected that the pay-out of any of the non-financial element is dependent on threshold vesting of at least one part of the financial element. The Committee retains the discretion to adjust the LTIP outcome if the Committee considers that such outcome is not a fair and accurate reflection of underlying business performance.
Operation
Performance measures
Opportunity
The maximum LTIP award level for the Executive Directors is up to 200% of salary.
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Brooks Macdonald Group plc Annual Report and Accounts 2025
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