Remuneration Committee report continued Annual Report on remuneration
This part of the report has been prepared in accordance with Part 3 of The Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013 as amended and 9.8.8R of the Listing Rules. The following report will be subject to an advisory shareholder vote at the 2022 AGM, which is scheduled to be held on 2 November 2022. The information on pages 110 to 120 has been audited where indicated. How the Remuneration Policy has been implemented in the year ended 31 May 2022 This section sets out how the Remuneration Policy was implemented in 2021/22. The key implementation decisions during the year related to: • Review of salaries for Executive Directors • The determination of annual bonus outcomes for the 2021/22 performance period • The performance targets and value of awards granted under the LTIP, which will vest in 2024 Further detail on these decisions, together with other information on payments made to Directors, is set out in the following sections.
Single total figure of remuneration (audited) The detailed emoluments received by the Executive and Non-Executive Directors for the year ended 31 May 2022 are below:
Salary/ Non-Executive Director fees 1 £000
Total variable pay £000
Pension benefits 3 £000
Total fixed pay £000
Annual
Long-term
Benefits 2 £000
SAYE 9 £000
bonus 4 £000
incentive 5 £000
Total £000
Director
Year ended
31 May 2022 31 May 2021 31 May 2022 31 May 2021 31 May 2022 31 May 2021 31 May 2022 31 May 2021 31 May 2022 31 May 2021 31 May 2022 31 May 2021 31 May 2022 31 May 2021 31 May 2022 31 May 2021 31 May 2022 31 May 2021
158 138 465 450 308 284
– –
– –
– 158 – 138
– –
– –
– 158 – 138
Chris Stone
12 16 28 31
22 22 22 28
9
508
278 414 204 247
278 208 175 131
556 1,064
Adam Palser 10
– 488
622
1,110
9
367
379 746
Tim Kowalski
– 343
378
721
73 59 38 53
– – – – – – – – – –
– – – – – – – – – –
– – – – – – – – – –
73 59 38 53
– – – – – – – – – –
– – – – – – – – – –
– – – – – – – – – –
73 59 38 53
Chris Batterham
Jonathan Brooks 8
24
24
24
Julie Chakraverty 7
–
–
–
66 51 55 46
66 51 55 46
66 51 55 46
Jennifer Duvalier 6
Mike Ettling
1,187 1,081
40 47
44 50
18 1,289 – 1,178
482 661
453
935 2,224
Total
339 1,000 2,178
1 T he Chair and Non-Executive Directors each receive an allowance paid as part of their base fees of £8,200 and £4,750 respectively, to cover all travel and expenses related to their roles on the Board. In light of Covid-19 and the fact that Board meetings were being held virtually, these allowances were not paid between 1 June 2020 and 31 May 2021 but were reinstated from 1 June 2021. 2 Taxable benefits include the provision to every Executive Director of a car or car allowance, payment of private fuel, car insurance, private medical insurance, life assurance and permanent health insurance in 2020/21. Tim Kowalski switched from receiving a car allowance to a leased vehicle at no additional cost to the Group. The P11D value of the leased vehicle is higher than the monthly cash value of the car allowance which he forfeited. 3 P ension benefits include employer contributions to the Group pension scheme and payments in lieu of pension contributions. The Company provided pension payments in lieu of pension contributions for two Executive Directors during the year ended 31 May 2022. 4 A nnual bonus payments for performance in the relevant financial year; 35% of this bonus is deferred into nominal cost share options for two years. Dividend equivalents accrue on these shares. 5 L ong-term incentive awards vesting under the LTIP, 145,560 shares vested to Adam Palser and 91,888 shares vested to Tim Kowalski with respect to the LTIP granted in 2019 which had a performance period ending on 31 May 2022. These have been valued using a share price of £1.908, which is the three month average share price over March, April and May 2022. These shares were awarded based on a share price of £1.82 on the day before the date of grant. As a result, the change in share price since the date of grant has resulted in an increase in value of £12,809 and £8,086 respectively. With regard to the LTIP awards with a performance period ending on 31 May 2021, 78,914 shares vested to Adam Palser and 49,773 shares vested to Tim Kowalski, which have been valued using the share price at the date of vesting of £2.63. These shares were awarded based on a share price of £2.21 on the day before the date of grant. As a result, the change in share price since the date of grant has resulted in an increase in value of £33,144 and £20,905 respectively.
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NCC Group plc — Annual report and accounts for the year ended 31 May 2022
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