Remuneration Committee report
Long-Term Incentive Plan (“LTIP”) Conditional Awards The Long-Term Incentive Plan conditional awards are discretionary awards, normally made in the form of nil price options, subject
to the performance conditions as determined by the Remuneration Committee (specific conditions for FY24 awards are detailed in this report), with ongoing eligibility being subject to the plan rules. In view of the CEO’s FY25 leaving reason being retirement, the
Remuneration Committee have approved the presumption in the rules that he will remain eligible for a service-based pro-rata of any unvested LTIP awards. The CEO’s unvested LTIP awards will continue to vest on the original schedule and the approach
to performance assessment will remain unchanged. All LTIP awards are subject to a two-year holding period post vest date.
A Shepherd
Conditional shares at 1 July 2023
Market value of exercises (£’000)
Forfeited during year
Conditional shares at 30 June 2024 Vesting date
Exercise price (p)
Granted during year
Exercised during year
Lapsed during year
Expiry date 1
Grant date 24/11/2020 1 09/06/2021 1 30/09/2021 2 17/10/2022 23/10/2023
– – – – –
2,040 8,715
– – – –
– – – – – –
– – – – – –
– – – – – –
– – – – – –
2,040 8,715
30/09/2023 24 months 09/06/2024 24 months 30/09/2024 24 months 17/10/2025 24 months 23/10/2026 24 months
33,086 43,413
33,086 43,413 49,318 136,572
–
49,318 49,318
Total
87,254
1 The LTIP grants made in November 2020 and June 2021, preceded the CEO appointment into that role. These were the last LTIP awards to be made without stretch performance conditions. All LTIP awards from November 2021 have been made in performance LTIPs. 2 Performance of the LTIP granted at September 2021 was set and measured against FY24 financial performance conditions. This assessment has been completed and approved by the Remuneration Committee, with 10% of granted share options (3,309) being approved for payout at vesting. On the basis the performance period was completed and pay-out known as at 30 June 2024, the value of the 3,309 options is shown in the FY24 single figure table of total remuneration shown earlier in this report.
The Chief Financial Officer received a performance LTIP grant in October 2023, following her appointment. The award was made in accordance with the 200% of salary opportunity detailed in the Directors’ Remuneration Policy, as follows:
A Montague
Conditional shares at 1 July 2023
Market value of exercises (£’000)
Forfeited during year
Conditional shares at 30 June 2024 Vesting date
Exercise price (p)
Granted during year
Exercised during year
Lapsed during year
Expiry date 1
Grant date 23/10/2023
–
– –
42,748 42,748
– –
– –
– –
– –
42,748 42,748
23/10/2025 24 months
Total
Company Share Option Plan (“CSOP”)
an option to purchase the Company’s shares in the future at a price set on the date of the grant. The maximum award under the terms of the scheme for an individual at any one time is a total market value of £60,000. There are performance conditions attaching to the scheme whereby there must be an increase in the underlying diluted EPS of the Company of at least 2% more than the increase in RPI over
the three years starting with the financial year in which the option is granted. The Group has not made awards under CSOP for a number of years and no CSOP awards were made under the scheme during FY24. The below table confirms the CEO’s exercise of his final CSOP award during the FY24 reporting period.
The CSOP was approved by shareholders at the Annual General Meeting on 17 October 2013 and by HMRC on 21 November 2013. The scheme is a discretionary scheme whereby employees or Directors are granted
90 Brooks Macdonald Group plc Annual Report and Accounts 2024
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