26 Share-based payments continued Long Term Investment Plan (LTIP) schemes – equity settled Options granted on or after November 2017 to May 2021 have three separate vesting conditions as set out below: • 60% will vest based on achieving an average increase in Group EPS of 20% or more over a three year period. If growth is equal to an average of 9% (threshold), then 12% of the award will vest. If, however, growth is less than 9%, none of the award element will vest. Between these two points, vesting is determined on a straight-line basis. • 30% will vest based on achieving a cash conversion ratio ¹ expressed as a percentage over the measurement period of greater than 70% per annum on average. If cash conversion ¹ is greater than or equal to 80% per annum, then 100% of the award element will vest. If, however, cash conversion is less than 70% per annum, none of the award element will vest. Between these two points, vesting is determined on a straight-line basis. • 10% will vest based on the Group’s total shareholder return (TSR) ranking when measured against the FTSE 250 (excluding investment trusts). If the Group’s TSR is consistent with the median group, 20% of the award will vest; below this level, none of the award element will vest. If the TSR is within the upper quartile or above, 100% of the award element will vest; between the median and upper quartile, vesting is determined on a straight-line basis. Options granted in November 2021 have three separate vesting conditions as set out below: • 60% will vest based on achieving an average increase in Group EPS of 22.5% or more over a three year period. If growth is equal to an average of 9% (threshold), then 15% of the award will vest. If, however, growth is less than 9% per annum, none of the award element will vest. Between these two points, vesting is determined on a straight-line basis. • 30% will vest based on achieving a cash conversion ratio ¹ expressed as a percentage over the measurement period of greater than 70% per annum on average. If cash conversion ¹ is greater than or equal to 80% per annum, then 100% of the award element will vest. If, however, cash conversion is less than 70% per annum, none of the award element will vest. Between these two points, vesting is determined on a straight-line basis. • 10% will vest based on the Group’s total shareholder return (TSR) ranking when measured against the FTSE 250 (excluding investment trusts). If the Group’s TSR is consistent with the median group, 20% of the award will vest; below this level, none of the award element will vest. If the TSR is within the upper quartile or above, 100% of the award element will vest; between the median and upper quartile, vesting is determined on a straight-line basis.
2022 Number outstanding
Expected term of options
Exercisable between
Exercise price
Date of grant
9,502
August 2018
3 years 3 years 3 years 3 years 3 years
June 2021–August 2022 June 2022–August 2023 June 2022–August 2024 June 2023–August 2025 June 2024–August 2026
£nil *
£nil 1,092,631
September 2019
194,116 682,427
March 2020 May 2021
£nil £nil
£nil 1,225,045
November 2021
* The option exercise price is £nil; however, £1 is payable on each occasion of exercise. Options exercised after 31 May 2022. Restricted State Unit (RSU) schemes – equity settled
Options granted related to the RSU schemes on or after August 2018 have three separate vesting conditions as set out below: • 60% will vest based on achieving an average increase in Group EPS of 20% or more over a three year period. If growth is equal to an average of 9% (threshold), then 12% of the award will vest. If, however, growth is less than 9%, none of the award element will vest. Between these two points, vesting is determined on a straight-line basis. • 30% will vest based on achieving a cash conversion ratio ¹ expressed as a percentage over the measurement period of greater than 70% per annum on average. If cash conversion ¹ is greater than or equal to 80% per annum, then 100% of the award element will vest. If, however, cash conversion is less than 70% per annum, none of the award element will vest. Between these two points, vesting is determined on a straight-line basis. • 10% will vest based on the Group’s total shareholder return (TSR) ranking when measured against the FTSE 250 (excluding investment trusts). If the Group’s TSR is consistent with the median group, 20% of the award will vest; below this level, none of the award element will vest. If the TSR is within the upper quartile or above, 100% of the award element will vest; between the median and upper quartile, vesting
is determined on a straight-line basis. The options are to be settled in equity.
2022 Number outstanding
Expected term of options
Exercisable between
Exercise price £0.01 £0.01 £0.01
Date of grant
–
August 2018
3 years 3 years 3 years
June 2021–August 2021 June 2022–August 2022 June 2023–August 2023
610,157 138,554
September 2019
May 2021
1 S ee Note 3 for an explanation of Alternative Performance Measures (APMs) and adjusting items, including a reconciliation to statutory information. Further information is also contained within the Glossary of terms on pages 203 and 204.
NCC Group plc — Annual report and accounts for the year ended 31 May 2022
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