Annual Report & Accounts 2026
32
KEY ACTIVITIES
During the year, the Committee:
• reviewed the remuneration packages of the CEO, the Finance Director and the senior management team. This included carrying out its own benchmarking exercise against similar roles in comparable AIM listed businesses. As part of that peer review the Committee noted that most other AIM companies award bonuses with a 100% salary potential. As can be seen from the Remuneration Policy, neither discretionary nor performance related bonuses are part of the Group’s Policy.
The Committee also:
• assessed the level of performance achieved against the performance criteria of each of the LTIP awards which vested during the year and confirmed the vesting;
• considered which members of the senior management team should be qualifying employees under the LTIP for the grant made during the year;
• reviewed the share allocation under the LTIP; and
• put the Directors Remuneration policy to an advisory vote at the 2026 AGM, with over 95% of the shareholders voting in favour of the Policy.
LONG TERM INCENTIVE PLAN
The Group operates a long-term incentive plan. The main terms of which are as follows:
• share awards or nil-cost options may be granted to qualifying employees; • awards are made subject to appropriate performance criteria;
• any award made is subject to a three year vesting period followed by a one year holding period, during which time employees may not sell the shares except as necessary to pay for the tax arising from the grant; • no single grant may have a value greater than 100% of the base salary of the individual to whom the grant is made; and
• the total number of shares which may be granted (net of any cancelled) cannot exceed 10% of the total share capital of the Company.
In June 2026, performance share awards were issued to senior management and the Finance Director. Those awards were subject to performance criteria, with 80% of the award linked to EPS growth and 20% linked to comparative TSR with both elements being measured over a three year period. The Committee considers that the targets are appropriate and are aligned with shareholder interests.
Also in June 2026, following the Committee’s assessment of the performance of the business against the performance criteria, 85% of the performance share awards granted in June 2022 vested. This was the result of achieving 100% of the EPS element of the award, whilst delivering a TSR which fell between the median and the upper quartile of the comparator group meaning that 50% of this element of the award vested. In order to satisfy these awards, the business issued 124,381 ordinary shares in the capital of the Company.
The fair value of the employee services received in exchange for these grants is recognised as an expense over the vesting period. The total amount to be expensed is determined by reference to the fair value of the options or shares determined at the date of grant. The awards are valued using the Monte Carlo (TSR component) and Black–Scholes (EPS component) option pricing models. Non-market based vesting conditions are included in assumptions about the number of options that are expected to become exercisable or the number of shares that the employee will ultimately receive. This estimate is revised at each balance sheet date to allow for options that are not expected to vest and the difference is credited to the consolidated statement of comprehensive income with a corresponding adjustment to reserves. REPORT OF THE REMUNERATION COMMITTEE CONTINUED
KEY ACTIVITIES
During the year, the Committee:
• reviewed the remuneration packages of the CEO, the Finance Director and the senior management team. This included carrying out its own benchmarking exercise against similar roles in comparable AIM listed businesses. As part of that peer review the Committee noted that most other AIM companies award bonuses with a 100% salary potential. As can be seen from the Remuneration Policy, neither discretionary nor performance related bonuses are part of the Group’s Policy.
The Committee also:
• assessed the level of performance achieved against the performance criteria of each of the LTIP awards which vested during the year and confirmed the vesting;
• considered which members of the senior management team should be qualifying employees under the LTIP for the grant made during the year;
• reviewed the share allocation under the LTIP; and
• put the Directors Remuneration policy to an advisory vote at the 2026 AGM, with over 95% of the shareholders voting in favour of the Policy.
LONG TERM INCENTIVE PLAN
The Group operates a long-term incentive plan. The main terms of which are as follows:
• share awards or nil-cost options may be granted to qualifying employees; • awards are made subject to appropriate performance criteria;
• any award made is subject to a three year vesting period followed by a one year holding period, during which time employees may not sell the shares except as necessary to pay for the tax arising from the grant; • no single grant may have a value greater than 100% of the base salary of the individual to whom the grant is made; and
• the total number of shares which may be granted (net of any cancelled) cannot exceed 10% of the total share capital of the Company.
In June 2026, performance share awards were issued to senior management and the Finance Director. Those awards were subject to performance criteria, with 80% of the award linked to EPS growth and 20% linked to comparative TSR with both elements being measured over a three year period. The Committee considers that the targets are appropriate and are aligned with shareholder interests.
Also in June 2026, following the Committee’s assessment of the performance of the business against the performance criteria, 85% of the performance share awards granted in June 2022 vested. This was the result of achieving 100% of the EPS element of the award, whilst delivering a TSR which fell between the median and the upper quartile of the comparator group meaning that 50% of this element of the award vested. In order to satisfy these awards, the business issued 124,381 ordinary shares in the capital of the Company.
The fair value of the employee services received in exchange for these grants is recognised as an expense over the vesting period. The total amount to be expensed is determined by reference to the fair value of the options or shares determined at the date of grant. The awards are valued using the Monte Carlo (TSR component) and Black–Scholes (EPS component) option pricing models. Non-market based vesting conditions are included in assumptions about the number of options that are expected to become exercisable or the number of shares that the employee will ultimately receive. This estimate is revised at each balance sheet date to allow for options that are not expected to vest and the difference is credited to the consolidated statement of comprehensive income with a corresponding adjustment to reserves. REPORT OF THE REMUNERATION COMMITTEE CONTINUED