DIRECTORS’ REMUNERATION REPORT CONTINUED
Directors’ interests under the Long-Term Incentive Plans Movements in the Executive Directors’ holdings of nil-cost options under the LTIPs during the year are shown below. Values are calculated using the closing share price on 31 March 2026 (£5.38). No awards were exercised or lapsed in the year. The performance criteria for the 2025 LTIPs are set out on page 131.
Directors’ share interests (audited) The interests of the Directors who held office as at 31 March 2026 (including family interests) in ordinary shares (fully paid, 5p) of the Company, were as follows:
Shares held at 31 March 2026
Movements during the year
Share value at 31.03.2026 £
Nil cost options vested but not exercised and outside of holding period
Nil cost options
Number held at 31.03.25
Vested but not exercised
Number held at 31.03.2026 Granted Vested Exercised Lapsed
Nil cost options unvested and subject to performance conditions
Grant date
When exercisable
vested but subject to additional
Value of current
Nick Jefferies
242,788(v)
–
–
–
– 242,788 242,788 1,306,199 31/03/2017 Mar 2022 to Mar 2027
Unencumbered shares held at 31 March 2025
shareholding (% of salary)
Unencumbered shares
holding period 3,4
123,998(v)
–
–
–
– 123,998 123,998 667,109 29/03/2018 Mar 2023 to Mar 2028
166,236(v)
–
–
–
– 166,236 166,236 894,350 30/04/2019 Apr 2024 to Apr 2029
Nick Jefferies Simon Gibbins Bruce Thompson
1,303,722 1 438,083 2
660,061 324,596
121,017 71,687
371,455 222,303
1,303,722 430,535
1,154% 583%
127,039(v)
–
–
–
– 127,039 127,039 683,470 30/06/2020 Jul 2025 to Jun 2030
63,310(v)
–
–
–
– 63,310 63,310 340,608 29/07/2021
Jul 2026 to Jul 2031
90,000
– – – –
– – – –
– – – –
75,000 36,471
44,710(v)
– 44,710
– 86,654 131,364 44,710 240,540 21/06/2022 Jun 2027 to Mar 2032
Clive Watson
37,136
100,794(nv)
–
–
–
– 100,794
– 542,272 14/06/2023 Jun 2028 to Mar 2033
Rosalind Kainyah
656
656
128,839(nv)
–
–
–
– 128,839
–
693,154 12/06/2024 Jun 2029 to Mar 2034
Celia Baxter
7,642
7,642
141,822(nv) 106,900(v)
141,822
– –
– –
–
–
– 763,002 11/06/2025 Jun 2030 to Mar 2035
1 Nick Jefferies holds 1,303,722 shares outright. In line with the Remuneration Policy, 20% of bonuses from FY 2019/20 onwards were deferred into shares or share awards. The figure of 1,303,722 includes the shares bought with those deferred bonuses from FY2019/20 to FY2023/24. See footnote 4 for the share awards from FY2024/25. 2 Simon Gibbins holds 438,083 shares outright. In line with the Remuneration Policy, 20% of bonuses from FY 2021/22 onwards were deferred into shares or share awards. The figure of 438,083 includes the shares bought with those deferred bonuses from FY2019/20 to FY2023/24. See footnote 4 for the share awards from FY2024/25. 3 Options subject to the additional holding period are not capable of exercise. No further performance conditions apply. 4 From FY2024/25 onwards deferred bonus share (“DSBP”) awards were granted in the form of nil cost options. As well as nil cost options under LTIP schemes that have vested, the figures shown in this column include the DSBP awards granted in FY2024/25 (as referred to on page 131). The interests of all Directors at 1 June 2026 are unchanged from those at 31 March 2026. The values of current shareholdings for Nick Jefferies and Simon Gibbins have been valued using the share price as at 31 March 2026 of £5.38 and include all options that have vested but remain unexercised and are based on salaries as at 1 June 2026. Both of the Executive Directors have met the current shareholding requirements. In accordance with the remuneration policy, Executive Directors are required to build up/maintain a shareholding of at least 250% of salary over time. The figures for shares/ nil cost options subject to performance conditions exclude any additional awards to Executive Directors in respect of employer’s National Insurance. New Executive Directors are required to build up/maintain a shareholding of at least 200% of salary, including LTIP shares where performance conditions no longer apply. Dilution The Company’s share schemes are funded 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. As at 31 March 2026, approximately 5.5m shares (5.6%) in the last ten years have been, or may be, issued to settle awards made in the last ten years in connection with all share schemes and executive share schemes, respectively. The Company is committed to remaining within The Investment Association’s 10% in 10 years dilution limit. Payments for loss of office (audited) There were no payments for loss of office during the year.
Simon Gibbins
–
– 106,900 106,900 575,122 31/03/2017 Mar 2022 to Mar 2027
63,190(v)
–
–
–
– 63,190 63,190 339,962 29/03/2018 Mar 2023 to Mar 2028
92,006(v)
–
–
–
– 92,006 92,006 494,992 30/04/2019 Apr 2024 to Apr 2029
62,500(v)
–
–
–
– 62,500 62,500 336,250 30/06/2020 Jul 2025 to Jun 2030
37,843(v)
–
–
–
– 37,843
37,843 203,595 29/07/2021
Jul 2026 to Jul 2031
26,758(v)
– 26,758
–
51,861
78,619
26,758 143,958 21/06/2022 Jun 2027 to Mar 2032
60,323(nv)
–
–
–
– 60,323
– 324,538 14/06/2023 Jun 2028 to Mar 2033
77,108(nv)
–
–
–
– 77,108
–
414,841 12/06/2024 Jun 2029 to Mar 2034
84,872(nv)
84,872
–
–
–
–
–
456,611 11/06/2025 Jun 2030 to Mar 2035
(v) = vested; (nv) = non-vested
In addition to the awards in the above table, the following awards (“NIC Awards”) of nil-cost options were made to Nick Jefferies and Simon Gibbins as a result of their agreement to take on some or all of the Company’s liability to employers’ National Insurance contributions on the respective awards. These additional awards are such that the award holders are in a net neutral position after tax, and are subject to the same vesting conditions as the main awards set out above.
Number of NIC Awards
Date of Grant
Nick Jefferies
Simon Gibbins
29/3/2018 30/4/2019 30/6/2020 29/7/2021 21/6/2022 14/6/2023 12/6/2024 11/6/2025
N/A N/A
13,916 15,379 10,446
13,985 12,413
7,441 7,370 5,655 7,228 7,956
N/A N/A N/A N/A
Payments to past Executive Directors (audited) There were no payments to past Executive Directors during the year. This represents the end of the audited section of the Report.
132
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discoverIE Group plc Innovative Electronics
Annual Report and Accounts for the year ended 31 March 2026
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