Remuneration Committee report continued Annual Report on remuneration continued
SAYE options granted in the year The Group operates an HMRC-approved SAYE scheme. All eligible colleagues, including Executive Directors, may be invited to participate on similar terms for a fixed period of three years. During the year Adam Palser joined the 2022 SAYE scheme (which matures on 1 May 2025) and has an option over 11,849 shares with an option price of £1.519. Tim Kowalski did not join any new SAYE schemes. Neither Executive Director participated in the 2020 or 2021 SAYE schemes as both contributed the maximum £500 per month to the 2018 SAYE scheme. The 2018 SAYE scheme matured on 1 October 2021 for both Executive Directors and the shares from this are shown within the share ownership table below. Directors’ interests in shares (audited) The tables below set out details of the Executive Directors’ outstanding share awards, which will vest in future years subject to performance conditions and/or continued service.
Summary of maximum LTIP awards outstanding
Total LTIP options held at 31 May 2022 1 635,793 379,868
Total LTIP options held at 31 May 2021 1
Granted during the period
Exercised during the period
Share price on date of exercise
Lapsed during the period
Adam Palser Tim Kowalski
476,128 338,357 (78,914) 300,530 192,099 (49,773)
£2.63 (99,778) £2.63 (62,988)
1 Includes only unvested and unexercised LTIP options. 2 £2.63 was the sale price. All awards granted under the LTIP are subject to continued employment and the satisfaction of the performance conditions as set out above. The awards were all nominal cost options. Share ownership (audited) The beneficial and non-beneficial interests of the current Directors in the share capital of NCC Group plc at 31 May 2022 are set out below:
Maximum share awards subject to performance conditions 2
Beneficial interests in ordinary shares 1
Vested but unexercised nil-cost options
Share options 3
Deferred bonus plan 4
Total
31 May 2022
31 May 2022
31 May 2022
31 May 2022
31 May 2022
31 May 2022
31 May 2021
31 May 2021
31 May 2021
31 May 2021
31 May 2021
31 May 2021
Chris Stone Adam Palser
162,843 162,843
–
–
–
–
162,843 162,843
–
–
–
–
195,075
490,223 397,214
11,849
69,595
53,458 145,560
912,312 634,361
94,502
10,273
78,914
Tim Kowalski Chris Batterham Jonathan Brooks 5 Julie Chakraverty
96,343
287,974 250,751
–
40,958
91,888
517,163 386,934
48,964
10,273
27,173
49,773
55,000
–
–
–
–
55,000
55,000
–
–
–
–
55,000
–
–
–
–
–
–
50,000
–
–
–
–
50,000
20,249
20,249
–
–
Jennifer Duvalier
19,115
–
–
–
–
19,115
19,115
–
–
–
–
19,115
Mike Ettling
50,000
–
–
–
–
50,000
50,000
–
–
–
–
50,000
1 This information includes holdings of any connected persons. 2 These awards represent the outstanding LTIP interests, included in the table above, which are due to vest after 31 May 2022. 3 Representative SAYE scheme interests, which either vested in October 2021, or will vest in May 2025. 4 N ominal cost share options granted under the deferred bonus plans, subject to a service condition, tax and National Insurance. 5 J onathan Brooks stepped down as a Director on 27 January 2022. At that time he held 50,000 shares. His shareholding on 31 May 2022 has not been included as he is no longer a Director. Shareholding requirements The Executive Directors are expected to build and retain a shareholding in the Group equivalent to at least 200% of base salary. Executives will normally be required to retain all vested deferred bonus shares and LTIP shares released from the holding period, until they have attained the minimum shareholding requirement and, even then, only when they have held vested LTIP shares for a minimum period of two years. Executive Directors will also be required to retain all shares vesting from SAYE schemes. For the avoidance of doubt, Executive Directors are permitted to sell sufficient shares in order to meet any tax obligation arising from vesting shares.
114
NCC Group plc — Annual report and accounts for the year ended 31 May 2022
Made with FlippingBook Online newsletter maker