NCC Group plc Annual Report 2021

Long Term Incentive Plan vesting The LTIP awards made in August 2018 vested in May 2021. Adam Palser and Tim Kowalski were beneficiaries of these and achieved a vesting of 40% of the award of 197,285 and 124,434 shares respectively, being 78,914 and 49,773 shares respectively:

Number of LTIP awards 1

Executive

Basis

Performance condition

Performance period

Vesting determined by: • Growth in Adjusted EPS 3 over the performance period • Average cash conversion ratio ³ over the performance period • TSR over the performance period vs FTSE 250 comparator group

Adam Palser

197,285

1 June 2018 to 31 May 2021

100% of base salary

Tim Kowalski

124,434

The performance conditions for these awards are set out below:

Maximum vesting

Actual performance

Actual % vested

Proportion

Component

Metric

Threshold

Vesting basis

60% Adjusted EPS 3

Average growth over a three year period

9% 20%

8.2% 0% Straight line between threshold and maximum

30%

Cash conversion 3

Average cash conversion ratio ³ over three years

70% 80% 109.3% 30% Straight line between threshold and target, then target and maximum

10% Straight line between threshold and maximum

Median

Upper quartile

Above upper quartile

10%

TSR

TSR over three years vs FTSE 250 comparator group (excluding investment trusts)

Long-term incentives granted during the year (audited) During the financial year, the Executive Directors were granted awards subject to the performance conditions set out below. The awards were as follows:

Number of LTIP awards 1

Executive

Basis

Face value 2

Performance condition

Performance period

Adam Palser

151,876

100% of base salary

£447,000 Vesting determined by:

1 June 2020 to 31 May 2023

• Growth in Adjusted EPS ³ over the performance period • Average cash conversion ratio ³ over the performance period • TSR over the performance period vs FTSE 250 comparator group

Tim Kowalski

95,875

100% of base salary

£282,000

As above

1 June 2020 to 31 May 2023

The performance conditions for these awards are set out below:

Threshold vesting

Target vesting

Maximum vesting

Proportion

Component

Metric

Threshold

Target

Maximum

Vesting basis

9% 20% N/A

N/A

20% 100% Straight line between threshold and maximum

60% Adjusted EPS 3

Average growth over a three year period Average cash conversion ratio ³ over three years TSR over three years vs FTSE 250 comparator group (excluding investment trusts)

30%

Cash conversion ³

70% 20% 75% 50% 80% 100% Straight line between threshold and target, then

target and maximum

Median

20% N/A

N/A Upper quartile

100% Straight line between threshold and maximum

10%

TSR

1 LTIP awards are structured as nominal cost options. 2 Based on a share price of £2.94, which was the closing mid-market price of the Company’s shares on the day before the date of grant. 3 S ee Note 3 for an explanation of Alternative Performance Measures (APMs) and adjusting items. Further information is also contained within the Chief Financial Officer’s Review and the Glossary of terms on pages 187 and 188.

NCC Group plc — Annual report and accounts for the year ended 31 May 2021

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