DIRECTORS’ REMUNERATION REPORT CONTINUED
Annual Report on Remuneration The table below shows the total remuneration earned by Executive Directors for the year ended 31 March 2026 and the prior year. Single total figure of remuneration for each Executive Director (audited)
The Committee may also agree to make payments in reimbursement of a reasonable level of outplacement and legal fees and tax thereon in connection with a settlement agreement. The Committee may agree payments it considers reasonable in settlement of legal claims. This may include an entitlement to compensation in respect of leavers’ statutory rights under employment protection legislation in the UK or in other jurisdictions. Illustration of the application of the Executive Directors’ Remuneration Policy The bar charts below illustrate some possible outcomes of the application of the Policy (approved by Shareholders at the Annual General Meeting on 26 July 2024) for the year ending 31 March 2027.
Total variable remuneration £000
Total fixed remuneration £000
Salary 1 £000
Benefits 3 £000
Pension £000
Bonus 4 £000
LTIP £000
Total £000 1,044 1,339
Group Chief Executive
Group Finance Director
FY26 565
23 14 25
45 42 30 28
346 441 193 240
65 5 312 6 39 5 186 6
633 586 426 383
411 753 231 427
£700k £1,443k £2,735k £3,283k
£901k £1,660k £1,993k
£3,000
£474k
Nick Jefferies
FY25
530
£1,000 £1,250 £1,500 £1,750 £2,000 £2,250 £2,750 £2,500 £3,000 £3,500
657 810
FY26 371 FY25 340 2
£2,750
Simon Gibbins
15
17%
£2,500
1 The Group Chief Executive’s and Group Finance Director’s salaries were £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 Simon Gibbins’ salary for FY25 was c. £7,000 lower due to him taking one week of unpaid leave during the year. 3 Taxable benefits comprise car allowance of £15,000 for each Executive Director (FY 2024/25: £9,000 each) and family medical insurance. 4 For performance in the year under review, a bonus of 61% and 52% of salary was earned by Nick Jefferies and Simon Gibbins, respectively. Further details of performance against the targets can be found on pages 128 and 129. In accordance with the Remuneration Policy, 20% of these bonuses will be deferred in shares. The values in the above table include the cash and deferred elements in line with the reporting requirements. No discretion was applied by the Remuneration Committee. 5 The LTIP award granted to Nick Jefferies and Simon Gibbins on 14 June 2023 will vest on 16 June 2026, with 10% of the total award vesting. Further details of performance against the targets can be found on page 130. The original awards comprised 100,794 awards for Nick Jefferies and 60,323 awards for Simon Gibbins. Based on the average three-month share price to 31 March 2026 of £6.06, the estimated total values of the vested awards are £61,079 for Nick Jefferies and £36,554 for Simon Gibbins. As the share price at the date of grant (£9.38) is higher than the three-month average share price to 31 March 2026 (£6.06), none of the FY26 LTIP values in the above table are attributable to share price growth. No discretion was applied by the Remuneration Committee. Vested awards will attract dividend equivalents for the period between the date of grant and the earlier of the end of the two-year holding period or the date of exercise. The values shown in the table also include dividend equivalents of £3,674 for Nick Jefferies and £2,199 for Simon Gibbins. 6 The LTIP values for FY25 were estimated last year based on the three-month average share price to 31 March 2025. The values have been updated to reflect the actual share price on the vesting date (£6.62). The values shown also include dividend equivalents of £15,559 for Nick Jefferies and £9,312 for Simon Gibbins. Single total figure of remuneration for Non-Executive Directors (audited)
£2,250
£2,000
17%
40%
33%
£1,750
£1,500
34%
40%
£1,250
19%
£1,000
34%
29%
29% 18%
33%
£750
26%
31%
£0 £250 £500 £750
£500
100%
48%
26%
21%
£250
29%
23%
100% 53%
£0
Max with growth
Maximum
Minimum On-target
Minimum On-target
Max with growth
Maximum
Fixed
Annual bonus
Long-term incentive
Share price growth
Basic fee
Committee Chair fees
SID fee
Total
FY26 £
FY25 £
FY26 £
FY25 £
FY26 £
FY25 £
FY26 £
FY25 £
1 Minimum in the bar charts above is fixed remuneration only (i.e., 2026/27 salary, pension and the value of 2026 benefits as disclosed in the single figure table) 2 Target assumes that 25% of the LTIP award vests (based on an award with a face value of 175% and 160% of salary for the Group Chief Executive and Group Finance Director, respectively) and bonuses have been earned at the target levels (75% of salary for the Group Chief Executive and 62.5% of salary for the Group Finance Director) 3 Maximum assumes that the LTIP award vests in full (based on an award with a face value of 175% and 160% of salary for the Group Chief Executive and Group Finance Director) and the maximum bonus (150% and 125% of salary for the Group Chief Executive and Group Finance Director respectively) has been earned 4 Maximum plus share price growth – this is based on the maximum scenario set out above but with a 50% share price increase applied to the value of LTIP awards Projected values do not take into account dividend accrual or additional awards granted as a result of any agreement by an Executive Director to incur the Company’s liability to employers’ National Insurance.
193,750 54,340
–
–
193,750 75,040
Bruce Thompson
187,200 52,500 30,625 52,500 52,500
–
–
187,200 60,833 42,292 62,500 62,500
10,350
10,350
4,167 5,833
4,167 5,833
Celia Baxter 1
–
–
– – –
–
Tracey Graham 2 Rosalind Kainyah
54,340 54,340
10,350 10,350
64,690 64,690
10,000 10,000
– –
Clive Watson
1 Senior Independent Director and Chair of the Remuneration Committee from 1 November 2024. 2 Retired from the Board on 31 October 2024. Incentive outcomes for Executive Directors for the year ended 31 March 2026 Annual bonus in respect of performance for the year (audited) The maximum bonus opportunity for the year under review was 150% and 125% of salary for the Group Chief Executive and the Group Finance Director, respectively. Annual bonuses were based on a sliding scale of adjusted operating profit targets (60%), adjusted operating cash flow (24%) and the achievement of non-financial objectives (16%). Based on the performance during the year, both adjusted operating profit and adjusted operating cash flow were between threshold and maximum. Non-financial objectives were determined to have been substantially met. This performance has resulted in bonuses of 40.9% of maximum for the Group Chief Executive and 41.5% of maximum for the Group Finance Director.
126
127
discoverIE Group plc Innovative Electronics
Annual Report and Accounts for the year ended 31 March 2026
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