Remuneration Committee report continued Annual report on remuneration continued
Non-Executive Directors’ remuneration In line with the current Policy, Non-Executive Director fees are reviewed annually.
As at 1 June 2021 £000
As at 1 June
2020 £000
Annualised fees (inclusive of travel allowance of £8,200 for the Chair and £4,750 for other Non-Executive Directors which was waived in 2020/21)
158
Chris Stone
147
75 65 55 60
Chris Batterham Jonathan Brooks
64 58 51 51
Mike Ettling
Jennifer Duvalier
How has the Remuneration Policy been implemented in the year ended 31 May 2021? This section sets out how the Remuneration Policy was implemented in 2020/21. The key implementation decisions during the year related to: • Review of salary increases for Executive Directors • The determination of annual bonus outcomes for the 2020/21 performance period • The performance targets and value of awards granted under the LTIP, which will vest in 2023 Further detail on these decisions, together with other information on payments made to Directors, is set out in the following sections.
Single total figure of remuneration (audited) The detailed emoluments received by the Executive and Non-Executive Directors for the year ended 31 May 2021 are below:
Salary/ Non-Executive Director fees 1 £000
Total variable pay £000
Pension benefits 3 £000
Total fixed pay £000
Annual
Long-term
Benefits 2 £000
bonus 4 £000
incentive 5 £000
Total £000 138 145
Director
Year ended
31 May 2021 31 May 2020 31 May 2021 31 May 2020 31 May 2021 31 May 2020 31 May 2021 31 May 2020 31 May 2021 31 May 2020 31 May 2021 31 May 2020 31 May 2021 31 May 2020 31 May 2021 31 May 2020
138 145 450 447 284 282
– –
– –
138 145 488 485 343 327
– –
– –
– –
Chris Stone
16 16 31 17
22 22 28 28
414 103
218 273
632 1,120
Adam Palser
376
861
247
137
384
727 383
Tim Kowalski 6
56
–
56
59 63 53 57 51 50 46 50
– – – – – – – –
– – – – – – – –
59 63 53 57 51 50 46 50
– – – – – – – –
– – – – – – – –
– – – – – – – –
59 63 53 57 51 50 46 50
Chris Batterham
Jonathan Brooks
Jennifer Duvalier 7
Mike Ettling
1,081 1,094
47 33
50 1,178 50 1,177
661 159
355 1,016 2,194
Total
273
313 1,609
1 T he Chair and Non-Executive Directors each receive an allowance paid as part of their base fees of £8,200 and £4,750 respectively, to cover all travel and expenses related to their roles on the Board. In light of Covid-19 and the fact that Board meetings were being held virtually, these allowances were not paid between 1 June 2020 and 31 May 2021. 2 T axable benefits include the provision to every Executive Director of a car or car allowance, payment of private fuel, car insurance, private medical insurance, life assurance and permanent health insurance. In 2020/21, Tim Kowalski switched from receiving a car allowance to a leased vehicle at no additional cost to the Group. The P11D value of the leased vehicle is higher than the monthly cash value of the car allowance which he forfeited. 3 P ension benefits include employer contributions to the Group pension scheme and payments in lieu of pension contributions. The Company provided pension payments in lieu of pension contributions for two Executive Directors during the year ended 31 May 2021. 4 A nnual bonus payments for performance in the relevant financial year; 35% of this bonus is deferred into nominal cost share options for two years. Dividend equivalents accrue on these shares. 5 L ong-term incentive awards vesting under the LTIP. 78,914 shares vested to Adam Palser and 49,773 shares vested to Tim Kowalski with respect to the LTIP granted in 2018 which had a performance period ending on 31 May 2021. These have been valued using a share price of £2.76 which is the three month average share price over March, April and May 2021. These shares were awarded based on a share price of £2.21 on the day before the date of grant. As a result, the change in share price since the date of grant has resulted in an increase in value of £43,402.70 and £27,375.15 respectively. With regard to the LTIP awards with a performance period ending on 31 May 2020, 93,533 shares vested to Adam Palser which have been valued using the share price at the date of vesting of £2.92. 6 Tim Kowalski was appointed as Chief Financial Officer on 23 July 2018. 7 Jennifer Duvalier’s fee was increased by £5,000 with effect from 1 June 2020 to reflect her additional responsibilities for engaging with colleagues on behalf of the Board.
110
NCC Group plc — Annual report and accounts for the year ended 31 May 2021
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