DIRECTORS’ REMUNERATION REPORT CONTINUED
Revenue £443.3m
Executive Director salary increases implemented during the year
Remuneration at a glance Executive Directors
■ LTIP: The award to the Group Chief Executive will remain at 175% of salary and 160% of salary for the Group Finance Director. The Committee and the Executive Directors have agreed, once again, that it is not the right time to implement the increased grant level of 200% of base salary approved by Shareholders in the last Policy review. The Committee has decided that the 2026 LTIP performance measures will continue to be relative TSR (50%) and adjusted EPS growth (50%). Further details of the approach for 2025/26 and the performance targets can be found on page 136 in the Annual Report on Remuneration. The Committee will consider the share price at the time of grant when finalising LTIP award levels, expected to be in June 2026. At the current time, based on the current share price, the Committee’s intention is to grant at the normal award levels. During the forthcoming year, the Committee will consider what changes, if any, are required to the current Directors’ Remuneration Policy, which will be subject to Shareholder vote in 2027. In doing so, we will undertake a full review of the current arrangements and will consult with Shareholders and proxy voting agencies, as appropriate. There will be a single advisory vote at the upcoming Annual General Meeting to approve this Directors’ Remuneration Report. I hope you find the information in the report clear and are able to support the resolution. If you have any questions or comments on this Report, then please contact me via the Group Company Secretary.
Two years ago, the Committee concluded a consultation on changes to the Directors’ Remuneration Policy and the Policy received strong support from Shareholders (96%) at the July 2024 Annual General Meeting. The proposals also included increases to the Executive Directors’ base salaries which were due to take effect from 1 April 2024. Reflecting the macroeconomic volatility and business pressures at the time, the Executive Directors requested not to take any increases at the start of FY 2024/25. In last year’s report, I explained how the agreed increases were not implemented from 1 April 2025, but delayed with the intention to award them at some point during FY 2025/26 once business performance could be better assessed. Following the strong H1 results reported in December 2025, which included a high level of profitability with growing orders and acquisition pipeline, the Committee agreed to implement the previously communicated increases from 1 January 2026. Accordingly, the Group Chief Executive’s base salary increased to £608,000 p.a. and the Group Finance Director’s to £404,000 p.a. The return to strong growth at the end of the second half supported the timing of the salary increase implementation. Application of the Policy in 2026/27 The workforce increases for 2026/27 vary between the countries within which we operate, with some being up to 15%, and the average UK increase being 3%. The Committee considers it appropriate to apply the UK 2026/27 workforce increase of 3% to the Executive Directors’ base salaries and this will take effect from 1 April 2026. Our approach to other elements of remuneration will be unchanged as follows: ■ Pension: The pension contribution for Executive Directors is an entitlement of up to 8% of salary, the same as the UK workforce rate. ■ Bonus: The bonus opportunity is unchanged at 150% of salary for the Group Chief Executive and 125% of salary for the Group Finance Director, in line with the Policy. The measures remain unchanged from the previous year and will be based on adjusted operating profit (60%), adjusted operating cash flow (24%) both at constant currency and strategic objectives (16%). The strategic objectives will contain an element relating to ESG.
In this section, we show the link between corporate performance for the year under review and the remuneration outcomes for the Executive Directors. The key features of the Executive Directors’ remuneration for the year ended 31 March 2026 are also shown. Remuneration outcomes for the Executive Directors for the year ended 31 March 2026.
Adjusted operating profit £61.0m
Nick Jefferies £000
Simon Gibbins £000
Adjusted EPS 40.3p
Salary FY 2025/26
565
371
346 61%
193 52%
Bonus (£k and as % of salary) 2
Taxable benefits
23 45
25 30
Pension benefits/allowance
Value of LTIP vesting (£k and as % of maximum) 3 Single figure of total remuneration
65 10%
39 10%
1,044
657
1 Salaries of £550,000 p.a. and £360,000 p.a. respectively from 1 April 2025 to 31 December 2025, and £608,000 p.a. and £404,000 p.a. from 1 January 2026 to 31 March 2026. 2 In accordance with the Remuneration Policy, 20% of the bonus will be deferred in share awards. 3 The values shown are estimates based on the average three-month share price to 31 March 2026 (£6.06). Awards are subject to a two-year holding period. Directors’ Remuneration Policy This part of the Directors’ Remuneration Report provides a summary of the Directors’ Remuneration Policy which was approved at the Annual General Meeting on 26 July 2024 and which took formal effect from that date. A full copy of the Policy can be found in the 2024 Annual Report (available at www.discoverieplc.com/investors/results-and-reports). Key objectives of our reward policy The Remuneration Committee undertook a comprehensive review of the Executive Directors’ remuneration arrangements and engaged with the Company’s largest Shareholders on the proposed changes. The Committee has developed a set of principles and aims to ensure that directors’ remuneration is: ■ Aligned with the Group’s strategy at this stage of its development and supports the business’s medium and long-term plans ■ Better aligned with practice internally and externally ■ Competitive and fair compared against companies of our size and geographical complexity ■ Focused on delivering long-term sustainable returns ■ Compliant with Shareholders’ latest views on executive pay and the requirements of the UK Corporate Governance Code ■ Able to attract and retain high calibre Executive Directors and senior managers in a challenging and competitive business environment ■ Simple, delivering an appropriate balance between fixed and variable pay.
Celia Baxter Chair of the Remuneration Committee 2 June 2026
118
119
discoverIE Group plc Innovative Electronics
Annual Report and Accounts for the year ended 31 March 2026
Made with FlippingBook - professional solution for displaying marketing and sales documents online