DIRECTORS’ REMUNERATION REPORT CONTINUED
Set out in the table below is the total pay and benefits as well as the salary component of remuneration for the employees identified as being at the relevant percentiles.
Following a review of non-executive director fees, the fees for the Non-Executive Directors from 1 April 2026 will be as set out below. The review highlighted that fees were below market rates for the time commitment and responsibilities of the respective roles being undertaken and are therefore being increased by between 7% to 9% in order to address this.
25th percentile
75th percentile
Median £34,756 £36,256
Committee Chair fee (£)
Salary
£23,500 £25,892
£57,500 £63,933
Basic fee (£)
SID fee (£)
Total £
As at 1 April 2026
Total pay and benefits
Bruce Thompson
211,000 59,000 59,000 59,000
–
–
211,000 80,000 69,500 69,500
Importance of the spend on pay The table below shows the importance of the spend on pay for all employees across the globe compared with the returns distributed to Shareholders, during the year under review and the prior financial year. The information is based on like-for-like constant currency and includes annualised prior year acquisitions.
Celia Baxter
10,500 10,500 10,500
10,500
Rosalind Kainyah
– –
Clive Watson
Role of the Remuneration Committee The Committee is responsible for considering and making recommendations to the Board on the remuneration of the Executive Directors. In doing so, it reports to the Board on how it has discharged its responsibilities and operates within agreed terms of reference, which can be found on the Group’s website. The members of the Committee are set out on page 116. The Committee also considers the recommendations of the Group Chief Executive with regard to senior management who are not Executive Directors, in determining their remuneration packages, including bonuses, incentive payments, share options and other share-based awards. The Group Company Secretary and the Head Office HR Manager provide administrative support. Advisers During the year, the Committee received independent advice on executive remuneration from FIT Remuneration Consultants LLP (“FIT”). FIT was appointed by the Committee following a competitive tender process. FIT is a signatory to the Remuneration Consultants’ Code of Conduct. FIT does not provide any services other than advice to the Remuneration Committee and the Committee considers FIT to be independent and objective. The fees paid to FIT for advising the Committee for the financial year ended 31 March 2026 were £36,583, based partly on a fixed fee basis and partly on time spent. Shareholder voting
2026 £m
2025 £m
change %
Remuneration paid to or receivable by all employees
129.0
116.8
10%
Distributions to Shareholders by way of dividends (net of share issues) 4% Statement of implementation of the remuneration policy in the financial year ending 31 March 2027 The table below sets out a summary of how the remuneration policy will apply during 2026/27. 12.2 11.7
Remuneration element
Remuneration for year ending 31 March 2026
Base salary
■ Salaries for FY 2026/27 are: – £626,240 for the Group Chief Executive (3.0% increase). – £416,120 for the Group Finance Director (3.0% increase). Base salary increases across the Group for FY 2026/27 vary according to local conditions, with up to 15% in some countries; in the UK, where the Executive Directors are based, average employee increase is 3%.
Pension
■ Cash equivalent of 8% of salary (in line with the UK workforce).
As at 1 April 2024
For 1
Against
Withheld 2
Annual bonus
■ The maximum bonus opportunity will be 150% of salary for Group Chief Executive and 125% of salary for Group Finance Director, in line with last year. ■ Target bonus opportunity is 50% of maximum. ■ Performance metrics are based 60% on adjusted operating profit at constant currency, 24% on adjusted operating cash flow at constant currency, 16% on strategic objectives (including ESG). Due to the close link between targets and the long-term strategy, the bonus targets for the year ending 31 March 2027 have not been disclosed in this report due to commercial sensitivity. However, further information on these bonus targets will be disclosed in next year’s Annual Report and Accounts. ■ Mandatory deferral of 20% of any bonus earned into discoverIE share awards for a period of three years under the Deferred Share Bonus Plan, where Executive Directors have met their shareholding guideline. (One third of bonus earned is deferred if an Executive Director has not met that guideline). ■ LTIP awards for FY 2026/27 will be at 175% of salary for the Group Chief Executive and 160% of salary for the Group Finance Director1 which is in line with last year and lower than the 200% LTIP policy limit. ■ Performance metrics and targets will be based 50% on adjusted EPS growth and 50% on relative TSR. ■ The adjusted EPS range will require growth of 5% p.a. for threshold vesting and 12% p.a. growth for full vesting. Vesting of the EPS element shall also be subject to an underpin requiring the Committee to be satisfied with the Group’s annual rate of return on capital employed (“ROCE”) over the measurement period. ■ The TSR peer group will be the FTSE 250 (excluding Investment Trusts). Threshold vesting (25%) will apply for median performance and full vesting (100%) will require upper quartile or higher.
2024 binding vote on the Directors’ Remuneration Policy
75,169,860
96.03%
3,111,165
3.97%
5,712
2024 approval of the Remuneration Report (excl. Policy)
77,383,278
98.85% 900,574
1.15%
2,885
1 Includes votes at the Chairman’s discretion. 2 A vote “withheld” is not a vote in law and is not counted in the calculation of the proportion of votes for and against the resolution.
LTIP
Shareholding guidelines
■ A shareholding guideline of 250% of salary applies for the Group Chief Executive and Group Finance Director.
1 Additional awards may be granted to the Group Finance Director in return for him bearing some of the Company’s liability to employers’ National Insurance arising on the exercise of the grant referred to above. The additional award ensures that he is in a neutral position on an after-tax basis, assuming no change in the tax rate.
136
137
discoverIE Group plc Innovative Electronics
Annual Report and Accounts for the year ended 31 March 2026
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