DIRECTORS’ REMUNERATION REPORT CONTINUED
Pay for performance The graph below shows Total Shareholder Return (“TSR”) in terms of change in value (with dividends deemed to be reinvested gross on the ex-dividend date) of an initial investment of £100 on 31 March 2016 between that date and 31 March 2026 in a holding of the Company’s shares, compared with the corresponding TSR in a hypothetical holding of £100 invested in the FTSE 250 Index. This index has been chosen because it is considered to be a reasonable comparator in terms of the Company’s size and its share liquidity. The accompanying table details the Group Chief Executive’s single figure of remuneration and actual variable pay outcomes over the same period.
Group Chief Executive remuneration Annual percentage change in remuneration of Directors and employees
As required by the 2019 regulations, the table below shows a comparison of the annual change of each individual Director’s pay to the annual change in average UK employee pay. discoverIE Group plc has no employees itself and therefore the Committee has selected this comparator group on the basis that the Executive Directors are UK-based. Average employee pay is based on a full-time equivalent (“FTE”) calculation.
% change from 2021 to 2022
% change from 2022 to 2023
% change from 2023 to 2024
% change from 2024 to 2025
% change from 2025 to 2026
Total Shareholder Return
Salary or fees Benefits Bonus
Salary or fees Benefits Bonus
Salary or fees Benefits Bonus
Salary or fees Benefits Bonus
Salary or fees Benefits Bonus
400
Employees
6% -1% 11%
5% 0% 153% 5% 59% 13% 6% 1% 6% 1% 8% -32%
Executive Directors Nick Jefferies 11% 1 Simon Gibbins 11% 1 Non-Executive Directors Bruce Thompson 11% 1 Clive Watson 11% 1
350
6% 6% -22% 9% 7% -20%
2% 121% 4% -8% -21% 4% -37% -13% 0% 0% -12% 2% 129% 3% 26% -23% 4% 4% -13% -2% 0% -12%
300
250
3% – 4% –
– –
– –
– 94% 4 – 6%
– –
– 70% 4 – 4%
– –
– 0% – 0%
– –
– –
200
Rosalind Kainyah
4% –
–
–
– 4%
–
– 0%
–
–
n/a2
– –
– 397% 3
23% 5
Celia Baxter
–
n/a
150
1 Salaries and fees for the year ended 31 March 2021 were voluntarily reduced by all Directors by 20% for three months in light of the Covid pandemic, as explained in the 2022 Annual Report. Without that reduction, the underlying increase in salary and fees from 2021 to 2022 was 5%. 2 Joined the Board in January 2022. 3 The increase in Rosalind Kainyah’s fee in FY 2022/23 reflects her appointment towards the end of FY 2021/22, with FY 2022/23 showing a full year of fees, as well as her appointment as Chair of the Sustainability Committee from 1 April 2022. 4 The increase in Bruce Thompson’s fees for FY 2022/23 and FY 2023/24 reflects his appointment as Chairman from 1 November 2022. 5 The increase in Celia Baxter’s fee in FY 2025/26 reflects her appointment part way through FY 2024/25 as Senior Independent Director and Chair of the Remuneration Committee. CEO pay ratio The table below sets out the pay ratios for the Group Chief Executive in relation to the equivalent pay for the lower quartile, median and upper quartile UK employees (calculated on a full-time basis). The principal reason for the changes between 2020, 2021 and 2022 are the changes in the overall remuneration of the Group Chief Executive, with a voluntary reduction in salary and bonuses in 2021 during the Covid pandemic and a full bonus payout in 2022. In 2023, the ratios returned closer to pre-pandemic levels. The 2026 median CEO pay ratio of 29:1 is lower than last year (40:1). This reflects the significantly lower variable remuneration earned by the Group Chief Executive this year (see above), and an increase in the median of above workforce averages.
100
50
0
31 Mar 2016 31 Mar 2017 31 Mar 2018
31 Mar 2019 31 Mar 2020 31 Mar 2021
31 Mar 2023 31 Mar 2022 31 Mar 2024
31 Mar 2025
31 Mar 2026
discoverIE Return Index
FTSE 250 Return Index
Source: Datastream (a LSEG product)
Group Chief Executive single total figure of remuneration history Nick Jefferies was Group Chief Executive throughout the period shown in the table below.
2017 2018 2019 2020 2021
2022 2023 2024 2025 2026
Single figure of total remuneration (£’000)
665 1,803 1,796 2,093 1,717 2,580 2,245 1,533 2
1,339 1,044
25th percentile pay ratio
75th percentile pay ratio
Salary (£’000)
429 438 453
467 62.0
443 60.1
490 510 530 530 565
Median pay ratio
Year 2026 2025 2024 2023 2022 2021 2020
Method
Bonus outcome (% of maximum) LTIP outcome (% of maximum)
43.5
63.7
69.2
100
76
63 85
55.5
41 10
–
100 100 100 75.9
100 100
34
Option B 40:1 Option B 48:1 Option B 60:1 Option B 86:1 Option B 117:1 Option B 63:1 Option B 83:1
29:1 40:1 45:1 69:1 68:1 47:1 57:1
16:1 22:1 26:1 43:1 44:1 25:1 40:1
Turnover (£m)
338 387.9 438.9 466.4 454.3 379.2 448.9 437.0 422.9 443.3
51.8 57.2 60.5
61.0
Adjusted operating profit (£m)
20 24.5 30.6
37.1
35.2 41.4 1
1 Continuing operations. 2 The LTIP values for 2025 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).
1 The Company determined the remuneration figures for the employee at each quartile with reference to a date of 31 March 2026. 2 The Group used calculation method B as the Gender Pay Gap data is already collated for UK employees and was therefore readily available. 3 Following a review, the Committee was satisfied that the three individuals reported on are representative of the lower quartile, median and upper quartile employees. No adjustments or estimates were used.
134
135
discoverIE Group plc Innovative Electronics
Annual Report and Accounts for the year ended 31 March 2026
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