Strategic Report
Financial Statements
Governance
115
2024 LTIP AWARDS GRANTED (AUDITED) The following awards were made to the Executive Directors in 2024:
Face value at time of grant 1 £1,400,000 (200% of salary) £600,000 (150% of salary)
End of performance period
Date of grant
Type of award
Number of shares
David Richardson
28 March 2024
Nil-cost options
1,327,014 31 December 2026
Mark Godson
28 March 2024
Nil-cost options
568,720 31 December 2026
1 The actual share price calculated as the average price over the five days preceding the grant was £1.055.
PERFORMANCE CONDITIONS AND TARGETS APPLYING TO THE 2024 LTIP AWARDS
Target
Condition
Weighting
Threshold £291m Median
Maximum £341m
Cash generation (alignment with strategic objectives) Relative TSR vs. FTSE 250 (excluding investment trusts)
15% 25% 45%
Upper Quartile 15% p.a. average
Return on Equity
10% p.a. average
ESG – investment emissions Reduction by 2026 of 50% Each performance condition will have nil vesting for performance below threshold; and will vest between 25% and 100% on a straight-line basis for performance between threshold and maximum. 15% Reduction by 2026 of 38% As disclosed in the 2023 Directors’ Remuneration Report, 7.5% of the 2023 LTIP award is subject to an ESG measure of being net zero by 2025 with offset including Scope 1, 2 and business travel. As a growing business, we are seeing a naturally associated increase in requirements for business travel. We have to balance the growth requirements of the business with the fact that our business travel emissions are small in comparison to our broader Scope 3 emissions. As such we have decided to remove business travel from our Group 2025 net zero target and the Committee has therefore determined to remove business travel from the 2023 LTIP ESG measure. This also aligns with the change to this measure in the Sustainability: TCFD report on page 41. There is no change to the targets themselves which remain appropriately stretching. DIRECTORS’ BENEFICIAL SHAREHOLDINGS (AUDITED) To align the interests of the Executive Directors with shareholders, each Executive Director must build up and maintain a shareholding in the Group equivalent to 200% of base salary, in line with the Policy. Until the guideline is met, Executive Directors are required to retain 50% of any LTIP and DSBP share awards that vest (and are exercised), net of tax and national insurance contributions (“NICs”). Details of the Directors’ interests in shares of the Company are shown in the table below. Beneficially owned shares include shares owned outright by the Directors and their connected persons. For the purpose of calculating whether the shareholding guideline has been met, awards vested but not exercised and awards unvested under the DSBP (detailed in the Directors’ outstanding incentive scheme interests section following), net of tax and NIC, are included.
Interest in share awards – not subject to performance conditions
Interest in share awards – subject to performance conditions
Interest in share awards – vested but unexercised
Beneficially owned shares at 31 December 2024
Shareholding guideline met 1 (% of salary)
Shareholding guideline (% of salary)
Director
David Richardson 2
3,175,633
4,261,725 975,062
– – – – – – – –
200% 769% 200% 13%
Mark Godson
35,733
568,720
37,176 4
Jim Brown
200,000 59,000 210,200
– – – – – –
– – – – – –
n/a n/a n/a n/a n/a n/a
n/a n/a n/a n/a n/a n/a
Michelle Cracknell John Hastings-Bass
Mary Kerrigan Mary Phibbs Kalpana Shah 3
61,715
– –
1 Based on the average closing price of £1.4576 between 1 October 2024 and 31 December 2024. 2 Included in David Richardson’s 3,175,633 beneficially owned shares at 31 December 2024 are 334,172 shares, which were financed by way of a company loan, of which £455k was outstanding as at 31 December 2024. This loan accrues interest at 4% p.a. and will be repaid out of any sale proceeds on such shares. To the extent a shortfall remains, the Company will write off the balance and settle any taxes due on a grossed-up basis. 3 Kalpana Shah resigned from the Board on 1 March 2025 and her holdings reported in the table above are as at that date. 4 Mark Godson has not yet met the shareholding guideline of 200% with a current holding of 13%. In line with the Remuneration Policy, until this is met, he must retain 50% of any LTIP or DBSP awards, net of tax, and NICs. There have been no changes in the Directors’ interests in shares in the Company between the end of the 2024 financial year and the date of this Annual Report.
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