Remuneration Committee report
Dilution All share awards are made in accordance with the Board’s dilution policy so that in any rolling period of 10 years, not more than 10% of the issued ordinary share capital of the Company (adjusted for bonus and rights issues) will be issued for all share incentive schemes operated by the Company. In addition, a further limit within this has been set on a 5% ten-year dilution level with respect to Executive Long-Term Incentive Plan awards. The Company satisfies the various equity-based schemes it operates using a combination of market purchased and newly issued shares. The dilutive effect of LTIP awards issued to date is nil, as these awards are satisfied using market purchased shares.
A performance share award equivalent to 200% was granted to both the CEO and Chief Financial Officer under the LTIP during October 2023, Both awards were based on a share price of £17.545, this being the average mid-market closing price over the five-day period prior to grant date. The performance period for the awards is the three reporting periods FY24, FY25 and FY26, with vesting occurring in October 2026 and the awards being subject to a further two-year, post- vesting holding period. The LTIP awards are made in nil price share options and ongoing eligibility is subject to continued service and performance conditions relating to: • underlying diluted earnings per share (90% weighting); and • a basket of ESG metrics (10% weighting).
The EPS measure is structured as an absolute target value for the third year of vesting (FY26 underlying diluted EPS) and the targets set will be disclosed when the awards vest. At vesting, formulaic adjustments are applied to replace the forecast share dilution and effective tax rates inherent in the EPS target with the actual rates within the performance period. A pay-out of 25% of maximum opportunity is made at threshold performance and 50% of maximum opportunity at target performance. LTIP targets are commercially sensitive and will be disclosed at the completion of the performance period. All LTIP awards are subject to malus and clawback provisions in the event of circumstances including, but not limited to,
material misstatement of financial results, material adverse event (e.g., regulatory censure, regulator sanction, reputational damage), error in the calculation of the awards and personal misconduct. The Committee is able to exercise discretion in circumstances where it considers the award outcomes do not reflect the true performance of the business or individual over that period. To the extent that they vest, the outcomes for these awards will be reported for Andrea Montague in the total remuneration table for the financial year ending 30 June 2026, and for Andrew Shepherd as a payment to a former Director in the FY26 annual report, FY26 being the end of the performance period for both awards.
Directors’ share interests At 30 June 2024, active Directors’ shareholdings were as set out below
Minimum shareholding requirement (% of salary)
Shares vested but not
Unvested qualifying shares (deferred bonus shares/LTIP) net of tax 1,5
Value at 30 June 2024 2 £’000
Shareholding as % of base salary
Beneficially owned shares
exercised net of tax
Executives Andrew Shepherd Andrea Montague 4
200% 200%
38,532
10,735
9,892
1,154
267%
–
–
–
–
–
Non-Executives Maarten Slendebroek
N/A N/A N/A N/A N/A N/A
–
– – – – – –
– – – – – –
N/A N/A N/A N/A N/A N/A
N/A N/A N/A N/A N/A N/A
N/A
Richard Price (Acting Chair) 3
Robert Burgess Dagmar Kershaw John Linwood James Rawlingson
3,044
840 300 500
Total
43,216
10,735
9,892
1,154
1 Value shown for Andrew Shepherd includes recognition of 3,309 2021 LTIP share options following completion of performance assessment.
3 Richard Price was no longer a Director at 30 June 2024.
4 An FY23 LTIP award was made to Andrea Montague, however this does not qualify until performance is assessed.
2 Value based on mid-market close average share price on 30 June 2024 of £19.50.
5 Value shown excludes consideration of FY24 bonus shares that will be granted shortly.
88 Brooks Macdonald Group plc Annual Report and Accounts 2024
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