The percentages within this table have been calculated using a three month average share price (1 March 2022 to 31 May 2022) of £1.908 and include Adam Palser’s and Tim Kowalski’s vested 2019–2022 LTIP of 145,560 and 91,888 shares respectively on a net of tax and National Insurance basis, and all unvested deferred bonus plans on a net of tax and National Insurance basis.
Shareholding as at 31 May 2022 (% of salary)
Shareholding requirements (% of salary)
Requirement met
127% 103%
Adam Palser Tim Kowalski
200% 200%
No No
Appointment terms for new Directors During the year Julie Chakraverty was appointed as an independent Non-Executive Director with a base fee of £50,000 per annum and a travel allowance of £4,750 per annum. Julie also receives an additional fee of £5,000 per annum to reflect her responsibilities for being the Board’s designated Non-Executive Director to lead colleague engagement. Mike Maddison joined the Group on 7 July 2022 and his remuneration will be reported on in depth in the next Annual Report but the main terms of his recruitment are: • Salary – £500,000 • Pension – contribution or allowance of 4.5% of base salary (in line with the overall workforce) • Benefits – life assurance and private medical insurance • Bonus – Mike will have the potential to earn an annual bonus of up to 125% of salary, of which 35% of any payment will be deferred in NCC Group plc shares for two years • LTIP – Mike will be eligible to be considered for participation in the Group’s Long Term Incentive Plan with awards of up to 175% of his salary • Special Replacement Award – as the remuneration offer from NCC would otherwise be substantially below his remuneration in his previous role, and to replace remuneration foregone on leaving his previous role, the Board will grant a Special Replacement Award of £500k worth of shares, vesting in 2024. The award will be granted in accordance with Listing Rule 9.4.2 (R) and the details of the award will be fully disclosed in next year’s Remuneration Report Leaving arrangements for Adam Palser Salary, pension and benefits Adam Palser’s contractual 12 month notice period commenced on the date of announcement, 9 May 2022. Adam’s base salary will continue to be paid during his notice period in monthly instalments, together with fringe benefits while he remains a colleague. In the event that Adam wishes to take up alternative employment before the end of the notice period, the Company may cease or reduce the monthly payments. Annual bonus Adam was eligible in full for annual bonus in respect of the year ended 31 May 2022 as he remained CEO throughout that financial year, subject to the normal performance conditions and 35% deferral requirements. The performance outcome for this bonus is set out earlier in this report. Adam will not be eligible for a bonus for the year ending 31 May 2023. Deferred Annual Bonus Awards The 2020 Deferred Bonus Plan award will vest as normal in September/October 2022. In accordance with the Company’s Directors’ Remuneration Policy, the Remuneration Committee has exercised its discretion to allow the 2021 award and any 2022 award to vest at the termination date, as performance for these awards was assessed previously in respect of the relevant bonus year. However, any shares vesting from the 2022 award are subject to the post-employment shareholding policy (see below). Long Term Incentive Plan (LTIP) awards Adam will not receive a 2022 LTIP grant. In respect of Adam’s existing LTIP awards, the following will apply: • 2019 LTIP grant – this will vest as normal in September/October 2022, subject to the normal performance conditions, as Adam is expected to still be employed at the vesting date. • 2020 and 2021 LTIP grants – these will be prorated for time served from the date of grant until the termination date. These will then vest subject to the normal performance conditions at the normal vesting date. The two year post-vesting holding period will apply to all LTIPs. Post-employment shareholding requirements The two year post-employment shareholding requirement, under the Directors’ Remuneration Policy, which came into effect from November 2021, will apply to the 2021 LTIP and the 2022 Deferred Annual Bonus Plan award. Other Adam will be reimbursed for up to £5,500 for legal costs and in respect of his non-compete agreement, and up to £75,000 for outplacement advice and support.
NCC Group plc — Annual report and accounts for the year ended 31 May 2022
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