DIRECTORS’ REMUNERATION REPORT CONTINUED
Simon Gibbins
Full details, including the targets set, and performance against each of the metrics, are provided in the table below:
Objective
Performance
Assessment
Bonus earned (% of maximum)
General Non-Financial Objectives 1. Equity and debt funding to support acquisition plans
Weighting Threshold 2
Target Maximum Actual
■ Funding plans updated to ensure sufficient capacity to meet future acquisition plans ■ Revolving credit facility of £240m extended to May 2030
Achieved
Group Chief Executive Group adjusted operating profit (£m) 1
60% £57.6m £64.0m £70.4m £61.0m 31.8%
Adjusted operating cash flow 1 Strategic objectives
2. Manage interest on debt appropriately
■ Debt well managed in response to market conditions
Achieved
24% £51.9m £57.7m £63.5m £55.5m 30.8%
8% 8%
See below See below
90% 90%
3. Sub-divisional reporting structure
■ New financial reporting structure established to support the Group’s business clusters
Achieved
ESG objectives
Outcome (% of max)
40.9%
4. Deliver planned business
■ Significant cost savings delivered in the year
Substantially achieved Substantially achieved
Group Finance Director Group adjusted operating profit (£m) 1
integrations and cost savings
60% £57.6m £64.0m £70.4m £61.0m 32.8%
5. Introduction of finance due
■ New integration structures established and several cross- business initiatives launched
Adjusted operating cash flow 1 Strategic objectives
diligence and integration role, and development of cross-business role
24% £51.9m £57.7m £63.5m £55.5m 31.0%
8% 8%
See below See below
90% 90%
6. Manage analyst and investor base
■ Continued strong engagement with analysts and investors throughout the year
Achieved
ESG objectives
Outcome (% of max)
41.5%
ESG Objectives 1.
1 At constant currency. 2 Threshold payout under both the adjusted operating profit and the adjusted operating cash flow measure is nil.
Support for development of ESG initiatives and additional reporting
■ Further development in multiple areas (see Sustainability Report for more details)
Achieved
Each Executive Director was given a number of individual non-financial strategic and ESG objectives, tailored to their role and to business requirements in the year. Nick Jefferies and Simon Gibbins each substantially achieved these objectives. Nick Jefferies
2. Finalise preparation ahead of upcoming changes in UK Corporate Governance Code
■ Plans established to meet upcoming reporting requirements (see Corporate Governance Report for more details)
Achieved
Objective
Performance
Assessment
3. Implement corporate
■ Plans for communications tool finalised but not yet launched ■ ERP upgrade programme on track
Substantially achieved
General Non-Financial Objectives 1. Organic growth and design wins
communications tool and set out ERP upgrade plan 4. Successful first year audit with Deloitte 5. Continue to improve Group cyber security
■ Organic sales growth of 2% and organic order growth of 5% ■ Strong pipeline of design wins ■ Completed acquisitions of Storm Interface and Trival Antene, and since year-end, signed the acquisition of 3Gmetalworx ■ Delivered adjusted operating margin of 13.8% ■ Investments made in order to drive growth in future years means that the Group remains on track for its 17% margin target ■ Management structures refined to provide additional support to the Group’s business clusters ■ Clustering of businesses will generate operational efficiencies
Substantially achieved
■ Strong audit quality indicators (see Audit and Risk Committee report for more details)
Achieved
2. Acquisitive growth and pipeline of opportunities
Achieved
■ Significant work undertaken to improve the Group’s resilience and preparedness for cyber incidents
Achieved
3. Group EBIT margins
Substantially achieved
The Committee assessed these achievements against the pre-set individual objectives and in the context of overall business performance and decided to award Nick Jefferies and Simon Gibbins a 90% payout for this element of their respective bonuses. This means that, for the year under review, Nick Jefferies earned a bonus of 61% of salary and Simon Gibbins earned a bonus of 52% of salary. In accordance with the Remuneration Policy, 20% of all bonuses are deferred into shares, as follows:
4. Refine operational management structures and develop clusters
Achieved
and improvements in margins, and enable the smooth integration of new acquisitions as the Group grows
Bonus outcome (% of maximum)
Deferred share element 20%
Bonus opportunity (% of salary)
Cash element 80% £276,831 £154,039
Bonus outcome
5. Optimise production at the Group’s Asian sites
■ Completed embedding of operations at our Noratel site in China following its recent move ■ Significant progress made on the construction of a new, larger facility in India (due to complete in the first half of FY 2026/27) ■ Significant operational improvements made at our site in Thailand
Substantially achieved
Nick Jefferies Simon Gibbins
40.9% 41.5%
150% £346,039
£69,208 £38,510
125%
£192,549
Deferred share awards vest three years after grant, subject to continued service. Other than the malus and clawback terms referred to on page 130, there are no performance conditions attached to these shares. Further details can be found in Appendix 1 to the Notice for the 2024 Annual General Meeting (available on our website at www.discoverieplc.com).
ESG Objectives 1.
Reduce CY2026 carbon emissions in line with net-zero targets 2. Define and monitor Group-wide ESG objectives
■ CY2025 Scope 1 and 2 emissions 68% lower than CY2021, in line with CY2026 target
Achieved
■ Good alignment of operating businesses’ ESG objectives and delivery
Achieved
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discoverIE Group plc Innovative Electronics
Annual Report and Accounts for the year ended 31 March 2026
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