2.11 The Chief Executive's 2024 performance share award is shown at [amount] this year against [amount] last year, and this year's report no longer explains the enhanced multiplier behind its size
UK Company B · a UK-listed technology and logistics group · Regulator-style question
In brief
The audited Performance Share Plan (PSP) table shows the Chief Executive Officer's 2024 award of [n] shares with a face value of [amount]; the 2024 report showed the same award at [amount], and no note explains the change. The award is about [n] times salary, against the [n]% maximum the report states for PSP awards, because the 2024 report described a one-off enhanced multiplier of 4.5x for this award (up to 1,[n]% of salary). This year's report does not mention that multiplier anywhere.
The evidence, as filed
Further pages withheld to protect the company’s identity (three): Annual Report 2025, page 141; Annual Report 2024, page 130; Annual Report 2025, page 144. Their wording or layout could lead back to the company even with names and figures masked; the evidence list below records what each page shows.
Names, figures, dates, logos and any wording that could be searched back to the company are boxed out in grey; the point is highlighted in yellow.
What the report shows, and what the rule requires
| What the annual report shows | What the rule requires |
|---|---|
| What the annual report shows 2025 report: 2024 PSP award [n] shares, face value [amount], grant price [amount]; policy summary states CEO maximum [n]% base ([n]% with TSR multiplier); no reference to the enhanced multiplier. 2024 report: same award [amount], enhanced multiplier described. | What the rule requires A note on the face value correction (or the basis of the change), and a footnote to the PSP table stating that the 2024 CEO award carries the enhanced 4.5x multiplier (maximum 1,[n]% of salary) and its share-price condition. |
The rule
SI 2008/410 Schedule 8, paragraph 17(b)(ii)-(iii)
Version relied on: Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410), in force from April 2008, as amended (the directors’ remuneration report Schedule 8 as substituted from October 2013); revised text, legislation.gov.uk
total number of scheme interests differentiating between— (aa)shares and share options; and (bb)those with or without performance measures; (iii)details of those scheme interests (which may exclude any details included elsewhere in the report)
Why it applies here: the audited prior-year figure was corrected silently, and a reader of this year's report alone cannot reconcile a [n]%-of-salary award with a stated [n]% maximum.
Why it matters
Shareholders reading the 2025 report cannot see why the CEO holds a performance award worth about [n] times salary when the stated maximum is 6 times, and the audited prior-year face value has changed without explanation.
Exposure
A question for the Remuneration Committee; the current figure appears correct.
Our workings
the 2025 table gives the 2024 CEO award as [n] shares, face value [n], price [amount]; the 2024 report gave [n] shares, face value [n], price [amount]. The 2024 report's policy table stated that for the CEO's 2024 award only an enhanced multiplier gives a maximum of 4.5x the base award, i.e. 1,[n]% of salary. The 2025 report's policy summary and PSP narrative give only the [n]% maximum and do not mention the enhanced multiplier.
[n] / [n] shares = [amount] a share, the same price that reproduces the Chief Financial Officer's 2024 award ([n] x [n] = [n]); [n] / [n] = [amount], which matches neither; so this year's figure looks right and last year's was overstated by [n]. [n] / [n] = [n] times salary.
| Item | Computation | Result |
|---|---|---|
| Price implied by 2025 report | [n] / [n] | [amount] |
| Same price on CFO 2024 award | [n] x [n] | [n] (as printed) |
| Price implied by 2024 report | [n] / [n] | [amount] |
| Change in face value (£'[n]) | [n] - [n] | [n] |
| Award as multiple of salary | [n] / [n] | [n] = [n]% |
Management’s best defence, and our reply
The Committee would say the enhanced multiplier was fully disclosed when the award was made and approved with the 2024 Policy, and the Regulations allow details given elsewhere to be left out; the table itself gives all the figures required. It would add that the face value change corrects an arithmetic slip in last year's table, so this year's audited figure is right. Both points have force, which is why this is a question; but the details were given in a different year's report, not 'elsewhere in the report', and a corrected audited comparative is normally flagged.
The fix
- Footnote to the PSP table: 'The 2024 CEO award includes the enhanced multiplier approved in the 2024 Policy (maximum 4.5x the base award, 1,[n]% of salary) [conditions]. The face value shown in the 2024 report ([amount]) has been corrected to [amount].'
Question for the company
Why was the face value of the CEO's 2024 PSP award shown as [amount] in the 2024 report and [amount] now, and will the report restate the enhanced 4.5x multiplier and its conditions while the award is outstanding?
Evidence relied on
| # | What it shows | Type | Where |
|---|---|---|---|
| 1 | 2025 report: CEO 2024 award face value [amount] | Document | Annual Report 2025, page 155 |
| 2 | CFO 2024 award, used to test the price | Document | Annual Report 2025, page 155 |
| 3 | 2024 report: same award shown at [amount] | Document | Annual Report 2024, page 145 |
| 4 | 2024 report described the enhanced multiplier | Document | Annual Report 2024, page 130 |
| 5 | 2025 report states only the [n]% maximum | Document | Annual Report 2025, page 141 |
| 6 | CEO salary used in the multiple | Document | Annual Report 2025, page 144 |
| 7 | 2024 report: CEO award [n] shares at [amount] printed at [amount]; [n] x [n] = [n] | Document | Annual Report 2024, page 145 |
| 8 | 2024 report: CFO award reproduces, [n] x [n] = [n] against [n] printed | Document | Annual Report 2024, page 145 |
Absence check
- Document
- Annual Report 2025
- Where it would appear
- Performance Share Plan
- What is missing
- any description of the enhanced 4.5x multiplier (maximum 1,[n]% of salary) that applies to the CEO's 2024 award
- Pages looked at
- p.133-156 (whole remuneration report), with whole-report search
- Result
- 'enhanced' hits only unrelated pages (p.9, [n]: business and supplier text); '4.5x', '1,[n]%' and '[n]' do not hit anywhere in the 2025 report.
Prepared by Pramanex from the company’s published annual reports, without the company’s involvement, to show how an annual report review reads. The company is not named, and nothing on this page is a statement about any identifiable company. Observations are not an audit, review or other assurance engagement, and not legal advice. A regulator-style question is a question, not a conclusion.
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