Growth Share Plan Awards 2026
Fintel plc has announced further grants under its Growth Share Plan, including the creation of a new class of E shares. The CEO, Matt Timmins, and CFO, David Thompson, have received awards of B, C, and D shares with potential maximum values of £1,969,830 and £1,435,920 respectively, and they are cash funding their crystallised tax charges totalling £104,000. Additionally, 281 E shares have been awarded to senior management, with a value pot tied to market capitalisation between £400m and £500m, potentially reaching £5.62 million. These awards are considered related party transactions, with independent directors deeming them fair and reasonable for shareholders.
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Fintel plc (AIM: FNTL) is pleased to announce further grants of B, C and D shares under its Growth Share Plan (the "Plan") and the creation and grant of a new class of E shares under the Plan.
Background and Rationale
The Plan was introduced in August 2023 to deliver a repeatable incentive structure under which awards could be made up to annually. In August 2023 initial awards were made of B, C and D shares and in May 2024 a further award of such shares was made.
As part of a holistic review of remuneration, the Remuneration Committee ("RemCo") has formed the view that a further award of B, C and D shares ought to be made to Matt Timmins, CEO and David Thompson, CFO to reflect further contribution and responsibility taken on as the business continues to grow and following the departure of Joint CEO Neil Stevens. In addition, the RemCo is also of the view that there are a number of existing and new employees who ought to be incentivised via the Plan and has therefore created a new class of E shares to appropriately incentivise or further incentivise those employees.
The terms of operation of the Plan in respect of these new awards is unchanged from the terms set out in the Company's original announcement regarding the Plan in August 2023, however the newly created E shares have a different performance measure for the creation of the value pot which is set out below.
It should be noted that customary commercial protections apply to all of the awards made under the Plan including compulsory transfer provisions and good and bad leaver valuation provisions. The RemCo also retain discretion to make changes to the Plan, if appropriate, such as in response to acquisitions.
E Shares
On 2 February 2026 certain E Shares were allocated under the Plan. The final determination date of those E Shares is consistent with the B, C and D shares and they will vest in August 2028. The value pot in respect of the E shares is comprised of 8% of value of market capitalisation between £400m and £500m. In total there are 400 E shares which share in this value pot, of which 281 have been awarded.
Value will only accrue to holders of E shares to the extent that the market capitalisation during the measurement period is above £400m. The return thresholds exclude dividends paid to shareholders. Should the market capitalisation during the measurement period exceed £500m, the maximum award for each holder of E shares would be accrued, representing a value of £8m for delivering at least £100m of shareholder value, excluding dividends.
2026 Awards
The 2026 awards under the Plan have been made to 27 key employees within the business, including the PLC Board executive directors, members of the Executive Committee and other key senior management. As explained above, the award of B, C and D shares is being made to the PLC Board executive directors only to reflect additional expected contribution and responsibility.
A proportion of B, C, D and E shares remain unallocated and may be granted at a later date at the discretion of the RemCo.
2026 Award of B, C and D shares
| Name | B Shares | C Shares | D Shares | Total | Maximum Potential Value |
|---|---|---|---|---|---|
| Matt Timmins | 0 | 45 | 30 | 75 | £1,969,830 |
| David Thompson | 10 | 30 | 20 | 60 | £1,435,920 |
It should be noted that Matt Timmins, CEO and David Thompson, CFO will cash fund their crystallised dry tax charge under the 2026 award. This amounts to £104,000 in aggregate respect of the 2026 Awards and represents capital at risk to these executives as the amounts are not refundable should the targets not be met.
Cumulative Holding of B, C and D shares
| Name | B Shares | C Shares | D Shares | Total | Maximum Potential Value |
|---|---|---|---|---|---|
| Matt Timmins | 0 | 140 | 125 | 265 | £6,507,148 |
| David Thompson | 80 | 112 | 103 | 295 | £6,223,199 |
| Other Management | 58 | 161 | 182 | 401 | £8,652,413 |
| Unissued/Held by Employee Benefit Trust | 25 | 6 | 8 | 39 | £617,239 |
| 2026 Award of E shares | |||||
| Participant | E Shares | Maximum Potential Value | |||
| Senior Management | 281 | £5,620,000 | |||
| Unissued | 119 | £2,380,000 | |||
No E Shares have been award to Matt Timmins, CEO or David Thompson CFO, in light of their award of B, C and D Shares. Staff awarded E shares are required to pay a dry tax charge which crystallises upon the award, but have each been offered a low cost loan to fully or partly fund their tax liability.
Related Party Transactions
2026 awards under the Growth Share Plan have been made to the following individuals, each of whom is considered a related party within the meaning of the AIM Rules for Companies by virtue of being a PLC Board director or a statutory director or former statutory director of a member of the Group. These awards (as detailed below) (the "Related Party Awards") each constitute a related party transaction.
| Participant | Maximum potential value of 2026 Award |
|---|---|
| Matt Timmins (CEO) | £2.0m |
| David Thompson (CFO) | £1.4m |
| Alex Whitson (Subsidiary Director) | £1.2m |
| Laura Chuck (Subsidiary Director) | £0.3m |
| Paul Dagley-Morris (Subsidiary Director) | £0.2m |
| James Goad (Subsidiary Director) | £0.2m |
| Steve Lomax (Subsidiary Director) | £0.2m |
| Russell Naglis (Former Subsidiary Director) | £0.2m |
| Ben Rogers (Subsidiary Director) | £0.2m |
| Paul Simcock (Subsidiary Director) | £0.2m |
The Independent Directors, being Phil Smith, Timothy Clarke and Ian Pickford (who each also sit on the RemCo) and Kenneth Davy, consider that the Related Party Awards to the participants in the table above are fair and reasonable insofar as the Company's shareholders are concerned.
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |
| a) | Name | Matthew Lloyd Timmins |
| 2 | Reason for the notification | |
| a) | Position/status | Chief Executive Officer (PDMR) |
| b) | Initial notification/Amendment | Initial notification |
| a) | Name | Fintel plc |
| b) | LEI | 213800DXP1VY21GCTH04 |
| a) | Description of the financial instrument, type of instrument Identification Code | Shares in Fintel Group Holdings Limited Not applicable |
| b) | Nature of the transaction | Grant of Shares |
| c) | Price(s) and volume(s) | Price: Nil Volume(s): 45 C Shares 30 D Shares |
| d) | Aggregated information | N/A - single transaction |
| e) | Date of transaction | 30 January 2026 |
| f) | Place of transaction | Outside a trading venue |
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |
| a) | Name | David Thompson |
| 2 | Reason for the notification | |
| a) | Position/status | Chief Financial Officer (PDMR) |
| b) | Initial notification/Amendment | Initial notification |
| a) | Name | Fintel plc |
| b) | LEI | 213800DXP1VY21GCTH04 |
| a) | Description of the financial instrument, type of instrument Identification Code | Shares in Fintel Group Holdings Limited Not applicable |
| b) | Nature of the transaction | Grant of Shares |
| c) | Price(s) and volume(s) | Price: Nil Volume(s): 10 B Shares 30 C Shares 20 D Shares |
| d) | Aggregated information | N/A single transaction |
| e) | Date of transaction | 30 January 2026 |
| f) | Place of transaction | Outside a trading venue |
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |
| a) | Name | Russell Naglis |
| 2 | Reason for the notification | |
| a) | Position/status | General Counsel and Company Secretary (PDMR) |
| b) | Initial notification/Amendment | Initial notification |
| a) | Name | Fintel plc |
| b) | LEI | 213800DXP1VY21GCTH04 |
| a) | Description of the financial instrument, type of instrument Identification Code | Shares in Fintel Group Holdings Limited Not applicable |
| b) | Nature of the transaction | Grant of Shares |
| c) | Price(s) and volume(s) | Price: Nil Volume(s): 8 E Shares |
| d) | Aggregated information | N/A single transaction |
| e) | Date of transaction | 30 January 2026 |
| f) | Place of transaction | Outside a trading venue |
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.