Remuneration Committee report
Overall outcome of the FY24 bonus
Deferred shares portion (1/3 total
FY24 bonus award as a % of base salary on an annualised basis 2
Total FY24 bonus award payable £’000 1,2
Cash portion (2/3 total
% of max financial performance achieved
% of max non-financial performance achieved
Overall % of max achieved
value - £000’s)
value - £000’s)
Name
Andrew Shepherd, CEO Andrea Montague, CFO
68.5%
68.4% 68.46%
444 418
296 279
148 139
102.69% 121.65%
68.5% 100.0%
81.10%
1 The annual base salaries referenced for the FY24 bonus awards for the CEO and CFO are £432,640 and £375,000, respectively. 2 The CFO’s FY24 bonus award is an eleven months’ pro-ration of the annualised value, reflecting her appointment date of 1 August 2023.
Outcome of FY21 Executive Director LTIP
The Remuneration Committee’s assessment of performance against non-financial objectives considered both the overall organisational outcome, and also the relative contributions from each executive director. This approach resulted in different performance scores and pay-out outturns for each executive director. The strongest executive director performances and organisational outcomes were delivered in the categories of client and people, where both executive directors were either rated good or strong, with strong being the top performance rating available. There was greater differentiation in the scoring the of executive directors in the strategy and risk categories, where the Remuneration Committee reflected on the exceptional and immediate impact made by the Chief Financial Officer in the areas of redesigning and embedding the Group’s strategy, in identifying and
realising organisational performance and cost efficiencies, and the key role she played in addressing priority areas in the Group’s risk agenda at pace. For these reasons, the Chief Financial Officer was awarded the maximum score in each category and 100% of maximum bonus opportunity for non- financial performance, equivalent to 60% of base salary on an annualised basis. The CEO was awarded scores ranging from satisfactory to strong across the four categories and received an overall non-financial outturn of 68.4% of maximum opportunity, equivalent to 41.04% of base salary. In addition to the Remuneration Committee’s assessment of financial and non-financial performance, an additional risk adjustment review was also conducted by the Remuneration Committee to consider if any adjustments to bonus were appropriate
to reflect crystallised or emerging material risks. The result of this assessment was that risk performance consideration had been adequately reflected in the assessment of the non-financial risk category and no further adjustment would be appropriate,
Following his appointment as CEO in 2021, Andrew Shepherd received an Executive Director LTIP award at 30 September 2021. Pay-out of the award was conditional upon the achievement of a sliding scale of EPS and ESG performance criteria, with EPS representing 90% of overall award weighting and ESG 10% of overall award weighting. The performance period for the award ended at the 30 June 2024 and the Remuneration Committee made an assessment of performance delivered against the performance conditions agreed at grant. The FY24 EPS outturn of 161.0 pence delivered a nil vesting for that portion of the award, as follows:
The final overall bonus award values that are payable, are detailed in the table above.
A third of overall annual bonus value is payable in deferred shares (nil price options) for Executive Directors. These vest in three equally weighted tranches over three years to encourage further alignment with our shareholders’ interests and support the Group’s minimum shareholding requirements. Both cash and share portions are subject to malus and clawback provisions.
% of maximum awarded for measure
% of base salary
Target 1 (50% pay-out)
Maximum1 (100% pay-out)
Threshold 1 (25% pay-out)
Actual for FY24
awarded for this measure
2021 ED LTIP measure
Underlying diluted Earnings Per Share (pence)
185p
206p
229p
161.0p
0%
0%
86 Brooks Macdonald Group plc Annual Report and Accounts 2024
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