Page 172 - Sigmaroc Annual-Report 2023

SIGMAROC ANNUAL REPORT 2023 GOVERNANCE REPORT
Remuneration Committee Report
Reflecting the strong financial performance of the Group in a challenging year, the earnings outcome for the year was ahead of the maximum EPS target of 8.0p. As a result, the EPS measure was achieved in full. Based on a bonus opportunity of 125% of base salary, and a 75% weighting against the EPS condition, performance against this measure delivered a bonus outcome of 93.75% of base salary.
Corporate objectives (25% of the total bonus)
The remaining 25% of the overall bonus pertained to corporate objectives, and this year was focused on execution and delivery of the Group’s investment pipeline communicated as part of the Group’s £30 million fundraise in February 2023. This measure was defined based on a level of profit after tax added to the Group in the year, with a lower limit of £2 million and an upper limit of £3 million, with the newly acquired businesses contributing over £3 million in FY23.
The 25% of the overall bonus pertaining to corporate objectives was therefore achieved in full in 2023.
Overall, the bonus outcome for the year, taking into account financial performance and the delivery of corporate objectives, was 100% of the maximum.
The overall bonus for the period in service as a director was as follows:
PERFORMANCE SHARE PLAN
The LTIP was granted under the PSP in October 2021, with awards vesting subject to a performance condition based on underlying EPS growth for the year ending 31 December 2023 and TSR over a three year period relative to the AIM 100 index.
The Remuneration Committee met to consider the performance of the executive management team in relation to the performance conditions set within the LTIP. The Committee has concluded that the management team has delivered above expected performance in relation to the EPS performance condition as defined in the LTIP, reaching 8.12p for the year 2023. As a result of this performance, the Remuneration Committee considers the EPS performance condition of the LTIP as satisfied for the year ended 31 December 2023. Consequently, Part I awards are expected to vest on 31 August 2024, Part II on 31 August 2025 and Part III on 31 August 2026.
TSR will be assessed based on the average of the three months immediately preceding 31 August 2024, relative to the starting TSR of 85 pence.
No PSP awards were granted in 2023.
SHARE INCENTIVE PLAN
During 2023, the SIP trustee purchased (using the cash contributions made by employees) a total of 112,417 Ordinary Shares at an average price of 56.07 pence per share. Of these, the CEO and CTO purchased a total of 5,976 Ordinary Shares at an average price of 56.07 pence per share.
David Barrett Max Vermorken Garth Palmer
– 125% of base salary – 125% of base salary – 125% of base salary
The Remuneration Committee believes these outcomes fairly reflect the performance of the business over the 2023 financial year.
BENEFICIAL INTERESTS
Beneficial interests of directors, their families and trusts in Ordinary Shares of the Company at 31 December 2023 were:
David Barrett Max Vermorken Garth Palmer Tim Hall
Simon Chisholm Jacques Emsens Axelle Henry
Ordinary Shares
Vested options
Unvested options
Ordinary Shares as % of salary
Holding guideline met?
3,434,180
5,638,674
4,688,460
489%
Yes
827,034
11,807,349
11,221,560
93%
Yes
671,776
3,326,014
3,919,860
96%
Yes
400,176
750,000
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