NCC Group plc Annual Report 2021

Remuneration Committee report continued Annual report on remuneration continued

SAYE options granted in the year 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 Adam Palser and Tim Kowalski did not join any new SAYE schemes. Neither Executive Director participated in the 2020 or 2021 SAYE schemes as both contribute the maximum £500 per month to the 2018 SAYE scheme. 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 31 May

Total LTIP options held at 31 May 2020 1

Granted during the period

Exercised during the period

Share price on date of exercise

Lapsed during the period

2021 1

476,128 300,530

Adam Palser Tim Kowalski

536,156 151,876 93,533 £2.92 2 (118,371)

279,310 95,875

– (74,655)

1 Includes only unvested and unexercised LTIP options. 2 £2.92 was the sale price.

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 nominal cost options.

Share ownership (audited) The beneficial and non-beneficial interests of the current Directors in the share capital of NCC Group plc at 31 May 2021 are set out below:

Maximum share awards subject to performance conditions 2

Beneficial interests in ordinary shares 1

Vested but unexercised nil-cost options

Share options 3

Deferred Bonus Plan 4

Total

31 May 2021

31 May 2021

31 May 2021

31 May 2021

31 May 2021

31 May 2021

31 May 2020

31 May 2020

31 May 2020

31 May 2020

31 May 2020

31 May 2020

Chris Stone Adam Palser

162,843 124,382

162,843 124,382

94,502

397,214 442,623

10,273

53,458

78,914

634,361 622,433

23,779

10,273

52,225

93,533

Tim Kowalski Chris Batterham Jonathan Brooks Jennifer Duvalier

48,964

250,751 279,310

10,273

27,173

49,773

386,934 333,659

23,614

10,273

20,462

55,000

55,000

50,000

50,000

50,000

50,000

50,000

50,000

19,115

19,115

9,500

9,500

Mike Ettling

50,000

50,000

50,000

50,000

1 This information includes holdings of any connected persons. 2 These awards represent the outstanding LTIP interests, included in the table above, which are due to vest in either July/August 2022 or July/August 2023. 3 Representative SAYE scheme interests, which are due to vest in October 2021. 4 N ominal cost share options granted under the 2018–20, 2019–21 and 2020–22 Deferred Bonus Plans on 23 August 2018, 4 September 2019 and 20 May 2021, subject to a service condition, tax and National Insurance. Shareholding requirements The Executive Directors are expected to build and retain a shareholding in the Group equivalent to at least 200% of base salary. Executives will normally be required to retain all vested deferred bonus shares and LTIP shares released from the holding period, until they have attained the minimum shareholding requirement and, even then, only when they have held vested LTIP shares for a minimum period of two years. Executive Directors will also be required to retain all shares vesting from SAYE schemes. For the avoidance of doubt, Executive Directors are permitted to sell sufficient shares in order to meet any tax obligation arising from vesting shares.

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

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