DIRECTORS’ REMUNERATION REPORT CONTINUED
Share awards made during the year (audited) The following LTIP awards were granted on 11 June 2025, in the form of nil cost options:
2023 LTIP vesting (audited) LTIP Awards were granted on 14 June 2023 to Nick Jefferies and Simon Gibbins with vesting dependent on relative TSR performance against a comparator group made up of constituents of the FTSE 250 excluding Investment Trusts (45%), the growth in adjusted EPS over the three-year period ending 31 March 2026 (45%) and carbon emissions reduction (10%). The specific targets were as follows: Relative TSR ranking against the FTSE 250 excluding Investment Trusts (45% weighting)
Threshold vesting (% of face value)
Maximum vesting (% of face value)
Face value as % of
End of performance period 31 March 2028 31 March 2028
Number of shares
Director
salary Face value 1 175% £962,971 160% £576,281
Relative TSR ranking against peers
% of award vesting
Actual performance
Nick Jefferies Simon Gibbins
141,822 84,872
25%
100%
Upper quartile (or above)
100%
The Company’s TSR over the period was -23.2%, which was below median, resulting in nil vesting of this element
Between median and upper quartile
Straight-line vesting between 25% and 100%
1 The face value of the awards is based on a share price of £6.79, being the three-day average share price directly prior to the grant of the award.
Below median performance
0%
In addition to the grants set out above, 7,956 awards were granted to Simon Gibbins (with a face value of £54,021, based on a share price of £6.79), in return for him bearing a proportion of the Company’s liability to employer’s National Insurance arising on exercise. The additional award ensures he is in a neutral position on an after-tax basis. The award was granted on the same date and under the same conditions as those set out in the table above. Vesting of these awards is subject to the following performance conditions: Relative TSR ranking against the FTSE 250 excluding Investment Trusts (50% weighting)
Adjusted EPS Performance (45% weighting)
Adjusted EPS growth from FY22 to FY25 % of award vesting
Actual performance
Equal to or above 12ppts p.a.
100%
4.6ppts p.a. growth over the three-year period, which was below threshold, resulting in nil vesting
Between 5ppts p.a. and 12ppts p.a.
Straight-line vesting between 25% and 100%
Below 5ppts p.a.
0%
Relative TSR ranking against peers
% of award vesting
Carbon emissions reduction (10% weighting)
Upper quartile (or above)
100%
Between median and upper quartile
Straight-line vesting between 25% and 100%
Carbon emissions reduction from a CY2021 baseline Equal to or above a 65% reduction Between 45% and 65% reduction
Below median performance
0%
% of award vesting
Actual performance
Adjusted EPS growth (50% weighting)
100%
CY2025 Scope 1 and 2 carbon emissions reduction of 68%
Straight-line vesting between 25% and 100%
against CY2021 baseline, resulting in full vesting
Adjusted EPS growth
% of award vesting
Below 45% reduction
0%
Equal to or above 12ppts per annum Between 5ppts and 12ppts per annum
100%
Straight-line vesting between 25% and 100%
The TSR and EPS measures resulted in nil vesting for those elements while the carbon reduction measure was achieved in full. Therefore, 10% of the 2023 LTIP award will vest on 16 June 2026. The vested awards are subject to a two-year holding period, during which period dividends will accrue on the vested awards. Dividends also accrued between the date of grant and vesting.
Below 5ppts per annum
0%
For the TSR and adjusted EPS elements, performance is measured over three years from 1 April 2025 to 31 March 2028. For the TSR measure, one-month average prices are used prior to the start and end of the performance period. In the case of the adjusted EPS measure, performance is measured based on growth from FY 2024/25 to FY 2027/28. Vested shares will be subject to an additional two-year holding period. Deferred bonus share awards Deferred bonus share awards were granted on 11 June 2025, in respect of the bonus earned for the financial year ended 31 March 2025. As part of the terms of the bonus, 20% of the annual bonus earned for both Executive Directors was deferred into deferred share awards.
Estimated value of vesting awards
Number of awards granted
Number of vesting awards
Date of grant
Vesting outcome
Director
Nick Jefferies Simon Gibbins
14 June 2023 14 June 2023
100,794 60,323
10,079 6,032
£64,753 £38,753
10%
The estimated value of the vested awards is based on the three-month average share price to 31 March 2026 (£6.06). The values shown also include dividend equivalents of £3,674 for Nick Jefferies and £2,199 for Simon Gibbins. Malus and clawback Malus and clawback provisions apply to the annual bonus and LTIP schemes as set out in our Directors’ Remuneration Policy, a summary of which can be found on pages 121 and 122. In respect of bonus or deferred bonus the relevant discovery period expires three years from the payment of the bonus or grant of the deferred award as relevant. In respect of LTIP awards, the relevant discovery period expires on the second anniversary of the vesting of the awards. The Committee believes these periods are appropriate as they align with the bonus deferral and LTIP holding periods, while providing sufficient time to identify and address any issues that may arise. Malus and clawback provisions were not used in the last reporting period.
Face value 1 (20% of FY25 bonus, net of tax)
Number of shares
Vesting date
Director
Grant date 11 June 2025 11 June 2025
Nick Jefferies Simon Gibbins
£88,206 £48,092
12,997 12 June 2028 7,086 12 June 2028
These awards vest on 12 June 2028 subject to continued service. Pension arrangements (audited) Pension contributions/ cash allowances for the Executive Directors are set out in the single figure table on page 127 of this Report and were based on a contribution rate of 8%, in line with the UK employee pension contribution rate.
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discoverIE Group plc Innovative Electronics
Annual Report and Accounts for the year ended 31 March 2026
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