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Annual Report & Accounts 2026

63
OUR FINANCIALS
10. EQUITY-SETTLED SHARE-BASED PAYMENT PLANS (“LTIP”)
The Group operates a long-term incentive plan which has been approved by shareholders (the Keystone Law Long-Term Incentive Plan 2018 (the “Plan”)). The Plan is a discretionary benefit offered for the benefit of selected key employees. Its main purpose is to increase the alignment of interest of the employees with the long-term goals and performance of the business and its shareholders.
Under the terms of the scheme, awards may either be granted as nil cost options or performance share awards and the type, value, performance conditions and periods, as well as to whom the grants are to be made, are at the discretion of the Remuneration Committee.
A summary of the structure of the rules of the Plan is set out below:
• Awards may either be granted as nil cost options or performance share awards;
• Awards may be granted under this Plan during the ten-year period following the date of approval;
• Maximum number of shares which may be awarded under this or any other share plan for the Company may not exceed 10% of the share capital of the Company in ten years preceding the date of issue;
• No individual may receive awards in any single year with a value greater than 100% of that individual’s base salary;
• Awards are personal and non-transferable;
• Grants shall be subject to a three-year vesting period;
• Following vesting, shares are subject to a further one year holding period (save for allowing shares to be sold to pay the tax liability arising on the vesting of the award); and
• Reduction of awards and clawback provisions are included.
The table below reflects the movement in the number of performance share awards outstanding during the year:
2026
2026 Outstanding at 1 February
575,377
526,266
Vested
(124,381)
(111,564)
Lapsed
(21,945)
(19,686)
Granted
212,005
180,361
Outstanding at 31 January
641,056
575,377
The weighted average remaining contractual life of the performance shares was 1.61 years at 31 January 2026.
Share awards held by Directors are disclosed in the report of the remuneration committee.
The performance share awards issued include market-based performance conditions and have been valued using a combination of the Monte Carlo options pricing model (TSR tranche) and Black–Scholes method (EPS tranche). The fair value of the share awards granted during the year is £961,654 (2026: £908,659) and the charge for the year is £851,320 (2026: £780,662). The key assumptions used in the calculation of the fair value of the share-based payments are as follows: