DIRECTORS’ REMUNERATION REPORT CONTINUED
Element, purpose and link to strategy Long-Term Incentive Plan To motivate Executives to deliver Shareholder value over the longer term.
Element, purpose and link to strategy Chairman and Non-Executive Director fees Provision of a competitive fee to attract Non-Executives who have a broad range of experience and skills.
Operation
Maximum opportunity
Performance targets
Operation
Maximum opportunity
Performance targets
Fees are normally reviewed annually to ensure that they reflect an individual’s time commitment and responsibilities. Annual fees are paid in 12 equal monthly instalments during the year. Fees for the Non-Executive Directors are determined by the Chairman and the Executive Directors. When determining fees, due regard is given to fees paid to Non-Executive Directors in other similarly-sized UK quoted companies, the time commitment and the responsibilities of the roles. Non-Executive Directors cannot participate in any of the Company’s share incentive schemes and no Director is involved in any decision regarding their own remuneration. Additional fees, over and above the base fee payable to the Non- Executive Directors, are payable for chairing the Audit and Risk, Remuneration and Sustainability Committees, and for acting as Senior Independent Director. Additional fees may be provided for chairing any other major Committee established by the Board or for material additional work undertaken. The Chairman’s fee is reviewed annually and is set by the Committee (excluding the Chairman). The fee payable to the Chairman is typically an all- encompassing fee for all duties performed.
There is no limit on the individual fee level.
Not eligible to participate in any performance-related elements of remuneration.
Awards of conditional shares or nil-cost options are typically granted annually, which vest after three years dependent on the achievement of performance conditions and continued service. Vested awards are subject to a two-year post-vesting holding period (net of tax, if applicable). Dividend equivalents may be paid in respect of awards to the extent they vest by reference to dividends declared during the award’s vesting and holding periods. Malus and clawback provisions apply to vested and unvested LTIP awards. Vested share awards are settled through a combination of shares purchased in the market and newly issued shares, as appropriate. The Company monitors the number of shares issued under the schemes and their impact on dilution limits. Executive Directors are expected to accumulate shares to the value of the relevant shareholding requirement. Wholly owned shares or share awards held which are no longer subject to performance conditions count towards the requirement (on a net of tax basis, if applicable). Shares held by an Executive Director’s spouse or dependents count towards the guideline. Executive Directors are required to retain at least 50% of their net of tax vested share awards until the in-employment shareholding guideline is met.
The maximum award in respect of any one financial year is an award over shares of market value at grant of 200% of salary. The Committee will engage with Shareholders prior to increasing award levels from FY 2024/25 levels. The Committee may increase the grant size of an LTIP award on grant (subject to the maximum award limit) if the award terms include that participants bear the cost of the Company’s liability to employer’s National Insurance arising on the settlement of their awards. The increased award size ensures that the participants are in a neutral position on an after-tax basis, assuming no change in tax rates. The Company is committed to remaining within The Investment Association’s 10% dilution limit. The current Executive Directors are required to build up and hold shareholdings to the value of 250% of salary. Any new Executive Directors appointed will be required to build up and hold shareholdings to the value of 200% of salary. Post cessation: Executive Directors are normally required to hold shares at a level equal to the lower of their shareholding at cessation and 200% of salary, for two years post- employment, from share awards granted after 29 July 2021. This excludes any share awards vesting from share plan awards made before this date and excludes shares purchased with own funds.
Performance metrics reflect the Group’s strategic goals and milestones. The performance conditions may include, and are not limited to, relative TSR, earnings per share growth, return-based measures, strategic measures and ESG-related objectives. The Committee retains discretion to set alternative weightings or performance measures for awards granted over the life of the policy. Threshold performance will normally result in no more than 25% of the award vesting. The Committee retains discretion to adjust vesting levels taking into account such factors as it considers relevant, including, but not limited to, the overall performance of the Company or the relevant Participant who holds the Award.
Shareholding guidelines To further align the interests of Executives
Not applicable.
with those of Shareholders.
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discoverIE Group plc Innovative Electronics
Annual Report and Accounts for the year ended 31 March 2026
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