
However, the approved Policy determined
only the maximum level of RSP grant, with
the Committee determining the actual 2022
grants following approval of the Remuneration
Policy and Share Plan Rules at the 2022 AGM. In
determining the final grant level, the Committee
carefully considered both feedback from
shareholders and the significant changes in the
macroeconomic environment through the first
part of the year. The Committee also noted a
significant reduction in share price of the Group
in the period between the 2021 LTIP grant and the
2022 RSP grant.
With all of this in mind, and with a focus on
seeking to avoid windfall gains upon vesting, the
Committee made the decision to scale back
the 2022 RSP awards from the maximum level
allowed by the Policy. Awards were thus scaled
back by 25% from the normal maximum level,
with final 2022 awards being 150% of salary (CEO)
and 100% of salary (CFOO).
What are the plans for Executive
Director Remuneration in 2023?
The Committee continues to consider
remuneration from a long-term, shareholder
aligned stewardship viewpoint. Our approach is
based on finding the optimum balance between
cost management and the retention and
motivation of the right talent to deliver outsized
shareholder returns.
In 2023, we believe this will be achieved through
a combination of restrained increases in basic
salary, stretching AIS targets for the year and
the maximum RSP awards permitted under the
policy. As such, we would expect:
•
Base salaries to rise by 4% to £546,000 for the
CEO and £374,400 for the CFOO – significantly
lower than the expected average for the wider
workforce (7.4%)
•
Maximum AIS to remain at 75% of base
salary, with 50% of the outcome based on
stretching NAV performance and 50% on other
strategic targets
•
RSP awards of 200% of salary for the CEO and
133% of salary for the CFOO, in line with the
Remuneration Policy approved in 2022
Where relevant, performance targets will remain
stretching and all vesting remains subject
to Committee oversight and its discretion to
adjust outcomes. Our objective is to ensure that
overall remuneration outcomes are aligned with
the experience of our shareholders and other
stakeholders, and as such our overall approach
is a focus on driving direct alignment by ensuring
our Executive Directors build and maintain a
meaningful equity stake in IP Group.
How has the Committee engaged with
shareholders since the last report?
As set out in the 2021 report, we undertook a
comprehensive engagement programme with
shareholders before publishing the Remuneration
Policy and new Share Plan proposals put to
vote at the 2022 Annual General Meeting. We
continued to engage with shareholders all the
way up to the AGM, in order to fully understand
and seek to address any outstanding concerns.
Following the 2022 AGM, we were pleased to note
the significant majority of shareholders were in
favour of the thoughtful and distinctive approach
we had taken to best align our Remuneration
Policy with the strategy and characteristics of our
business, which we believe was a direct result of
this comprehensive two-way engagement.
We did, however, receive the support of just under
80% (79.19%) of shareholders voting at the AGM in
relation to the resolution to adopt the new Share
Option Plan rules. As a result, we wrote again to
shareholders following the AGM to solicit any
further feedback on the rules and/or the reasons
why they had felt unable to support them.
As we had already undertaken an extensive
consultation on the new remuneration policy and
the new Restricted Share Plan, this consultation
process did not result in any substantive
additional feedback from shareholders. Therefore
we plan to continue to grant awards under the IP
Group plc Share Plan rules approved at the 2022
AGM without any further amendment.
Outside of the very significant level of
engagement detailed in the 2021 report and
above, we have not had any further specific
engagement with shareholders during 2022.
However, we remain committed to maintaining
open and transparent remuneration
principles and practices, and always welcome
the opportunity to discuss the topic with
shareholders to ensure we remain fully aligned.
How has the Committee engaged with
employees since the last report?
In February 2023, Aedhmar Hynes (our Designated
NED) and I directly engaged with our employee
forum “IP Connect” on the subject of Executive
remuneration. We aim to ensure that this direct
dialogue with employees takes place at least
once each year, to ensure that our employees
have the opportunity to both challenge our
direction and inform our decision making process.
The challenges provided by the employee group
informed our decisions around both salary levels
for 2023 and bonus outcomes for 2022. Overall,
we were encouraged by the level of engagement
and quality of challenge. It was also reassuring
to find that our overall strategy for Executive
remuneration (outlined in the Policy) remains well
understood, and is considered by employees to be
fair, equitable and reasonable in the context of the
remuneration we offer elsewhere in the business.
STRATEGIC REPORT
OUR FINANCIALS
142
IP GROUP PLC ANNUAL REPORT 2022
OUR GOVERNANCE
.
BUSINESS OVERVIEW
DIRECTORS’ REMUNERATION REPORT
.
Q&A WITH CHAIR