Grant of Awards under Long-Term Incentive Plan
James Cropper plc has announced the grant of nil-cost options under its Long-Term Incentive Plan to four Persons Discharging Managerial Responsibilities (PDMRs), including the CEO, David Stirling, who received 121,181 options. The total number of ordinary shares awarded across all PDMRs is 175,505, with the options valued at 445p per share based on the ten-day average closing price. These options are exercisable from the third anniversary of the award date and are subject to vesting conditions tied to growth in adjusted EBITDA (50% weighting) and Total Shareholder Return (50% weighting) over a three-year performance period. The EBITDA targets range from £11.9 million to £15.8 million, with Compound Annual Growth Rate targets of 10.0% to 21.1%, and TSR targets from 77.3% to 148.9%.
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James Cropper (AIM: CRPR), the Advanced Materials and Paper & Packaging group, announces that the following awards of options ("Options") were made on 26 August 2026 ("Award Date") under the James Cropper plc Long-Term Incentive Plan 2023 ("LTIP"), to certain PDMRs over ordinary shares in the Company of 25p each ("Ordinary Shares"):
| PDMR | Position | Maximum number of Ordinary Shares available under the Options 1 | |
|---|---|---|---|
| 1. | David Stirling | Chief Executive Officer | 121,181 |
| 2. | Andrew Goody | Chief Financial and Operations Officer | 21,900 |
| 3. | Paul Barber | Managing Director, Paper & Packaging | 21,425 |
| 4. | Matt Ratcliffe | General Counsel and Company Secretary | 10,799 |
1 Determined using a price of 445p per Ordinary Share, being the Company's 10-day average closing price ending 25 August 2026 for the Ordinary Shares.
The Options were awarded for nil-cost subject to the rules of the LTIP and, subject to vesting, will be exercisable from the third anniversary of the Award Date to the tenth anniversary of the Award Date, following which they will lapse.
Vesting of the Options is subject to stretching performance targets determined by the Remuneration Committee (developed with support from an independent remuneration consultant) relating to a three-year performance period covering the financial years 2026/27, 2027/28 and 2028/29. Performance targets have been set against the following measures:
| Performance measure | Weighting |
|---|---|
| Growth in adjusted EBITDA ("EBITDA") | 50% |
| Total Shareholder Return ("TSR") | 50% |
Each performance measure is structured with a threshold target (resulting in 20% vesting) and a maximum target (resulting in 100% vesting). Vesting is adjusted between threshold and maximum targets. Awards will lapse to the extent that performance is below the threshold target for each performance measure. Targets are for the purposes of the LTIP only and do not represent forecasts. There can be no assurance that any target will be achieved.
Targets against these performance measures have been set by the Committee as follows:
| EBITDA 2 | Threshold | Maximum |
|---|---|---|
| Financial Year 2028/29 Target | £11.9m | £15.8m |
| CAGR 3 | 10.0% | 21.1% |
| Vesting | 20% | 100% |
2 EBITDA = the Group's Earnings Before Interest Tax Depreciation and Amortisation, adjusted to add back the impact of IAS 19 (pension adjustments) and other exceptional items, in each financial year.
3 Compound Annual Growth Rate measured from Group EBITDA in Financial Year 2025/26.
| TSR 4 | Threshold | Maximum |
|---|---|---|
| Target | 77.3% | 148.9% |
| Vesting | 20% | 100% |
4 TSR = ((ESP + D) / ISP) - 1 (and expressed as a percentage). Whereas: ESP is the average closing share price in the final 3 months of the performance period; D is the dividends declared in the performance period; and ISP is the average closing share price in the 3 months prior to commencement of the performance period (being £3.52).
Remuneration Committee discretion and considerations
In accordance with its Remuneration Policy, to ensure that performance targets remain appropriate, the Remuneration Committee retains discretion when assessing the Company's performance against the above measures to avoid formulaic outcomes and to reduce the above awards as it sees fit to avoid windfall gains. The Remuneration Committee also retains discretion to adjust awards in the event of corporate activity. In accordance with best practice, when granting awards and satisfying vested awards, the Remuneration Committee and the Board intends that any dilution of the Company's share capital arising through the issue of any new Ordinary Shares under all share schemes operated by the Company shall not exceed 10% in any 10-year period.
| 1. | Details of person discharging managerial responsibilities/person closely associated | |
| a) | Name | 1. David Stirling 2. Andrew Goody 3. Paul Barber 4. Matt Ratcliffe |
| 2. | Reason for the notification | |
| a) | Position/status | 1. Chief Executive Officer 2. Chief Financial Officer 3. Managing Director, Paper & Packaging 4. General Counsel and Company Secretary |
| b) | Initial notification/amendment | Initial Notification |
| 3. | Details of the issuer | |
| a) | Name | James Cropper plc |
| b) | Legal Entity Identifier | 213800XM78VTDYGBRM93 |
| a) | Description of the financial instrument | Ordinary Shares of 25 pence each |
| b) | Identification code of the Financial Instrument | GB0002346053 |
| c) | Nature of the transaction | Award of nil-cost options under the Company's Long Term Incentive Plan |
| d) | Currency | GBP |
| e) | Price(s) and volume(s) | Price(s) Volume(s) 1. Nil-Cost 121,181 2. Nil-Cost 21,900 3. Nil-Cost 21,425 4. Nil-Cost 10,799 |
| f) | Aggregated information - volume - Price - Total | N/A |
| g) | Date of the transaction | 26 August 2026 |
| h) | Place of the transaction | Outside trading venue |
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.