Long Term Incentive Plan vesting The LTIP awards made in September 2019 (with a performance period of 1 June 2019–31 May 2022) will vest in September 2022. Adam Palser and Tim Kowalski were beneficiaries of these and achieved a vesting of 59.33% of the award of 245,338 and 154,876 shares respectively, being 145,560 and 91,888 shares respectively:
Number of LTIP awards 1
Executive
Basis
Performance condition
Performance period
Vesting determined by: • Growth in Adjusted proforma EPS 3,4 over the performance period • Average cash conversion ratio 4 over the performance period • TSR over the performance period vs FTSE 250 comparator group
Adam Palser
245,338
1 June 2019 to 31 May 2022
100% of base salary
Tim Kowalski
154,876
The performance conditions for these awards are set out below:
Threshold (20% vesting)
Maximum (100% vesting)
Actual performance
Actual % vested
Proportion
Component
Metric
Vesting basis
60% Adjusted proforma EPS 3,4
Average growth over a three year period
9% 20% 10.68% 19.33% Straight line between threshold and maximum
30%
Cash conversion 4
Average cash conversion ratio 4 over three years
70% 80% 106% 30% Straight line between threshold and target, then target and maximum
10% Straight line between threshold and maximum
Median
Upper quartile
Above upper quartile
10%
TSR
TSR over three years vs FTSE 250 comparator group (excluding investment trusts)
Total
59.33%
Long-term incentives granted during the year (audited) During the financial year, the Executive Directors were granted awards subject to the performance conditions set out below. The awards were as follows:
Number of shares under awards 1
Executive
Basis
Face value 2
Performance condition
Performance period
Adam Palser
338,357
175% of base salary
£813,750 Vesting determined by:
1 June 2021 to 31 May 2024
• Growth in Adjusted EPS 4 over the performance period • Average cash conversion ratio 4 over the performance period • TSR over the performance period vs FTSE 250 comparator group
Tim Kowalski
192,099
150% of base salary
£462,000 As above
1 June 2021 to 31 May 2024
The performance conditions for these awards are set out below:
Threshold (15% vesting)
Target (50% vesting)
Maximum (100% vesting)
Proportion Component
Metric
Vesting basis
60% Adjusted EPS 4
Average growth over a three year period Average cash conversion ratio 4 over three years
9% n/a
22.5%
Straight line between threshold and maximum Straight line between threshold and target, then target and maximum Straight line between threshold and maximum
30% Cash conversion 4
70% 75% 80%
Median
n/a
Upper quartile
10% TSR
TSR over three years vs FTSE 250 comparator group (excluding investment trusts)
1 LTIP awards are structured as nominal cost options. 2 Based on a share price of £2.405, which was the closing mid-market price of the Company’s shares on the day before the date of grant.
3 A djusted proforma EPS has been amended to exclude accrued CEO transition and search costs of £1.0m following Remuneration Committee review and amounts to 12.1p. 4 S ee Note 3 for an explanation of Alternative Performance Measures (APMs) and adjusting items. Further information is also contained within the Chief Financial Officer’s Review and the Glossary of terms on pages 56 to 63 and 203 and 204 respectively.
NCC Group plc — Annual report and accounts for the year ended 31 May 2022
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