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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