New Share Option Scheme and Award of Options
Board approves new 2026 share option scheme and grants options to executives and PDMRs with EPS performance conditions.
- Maximum options granted to John Macmichael (CEO) 225,000
- Maximum options granted to Peter James (CFO) 225,000
- EPS threshold for vesting (minimum) 11.5 pence per share
- EPS threshold for vesting (maximum/ceiling) 16.0 pence per share
- Vesting measurement period FY ended 31 March 2028
- Previously lapsed options 600,375
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Solid State plc (AIM: SOLI), the specialist value added component supplier and design-in manufacturer of computing, power, and communications products, announces that the Board has approved a new share option scheme (the "2026 Scheme"), updating the existing Long Term Incentives Plan ("LTIP") to include the necessary wording to be eligible with the EMI rules. The LTIP is intended to incentivise senior management and align remuneration with the delivery of long-term shareholder value.
In connection with approval of the 2026 Scheme, options over ordinary shares in the Company ("Options") have been granted to certain Executive Directors and PDMRs of the Company.
The Options are subject to a performance condition based on earnings per share ("EPS") for the financial year-ended 31 March 2028, such that no Options will vest unless EPS reaches at least 11.5 pence per share. Where this threshold is met, the number of Options that vest will increase on a straight-line basis up to a maximum level at EPS of 16.0 pence per share (the "Vesting Ceiling"). Any EPS in excess of the Vesting Ceiling will not result in any further Options vesting above this level.
In respect of the Executive Directors, the relevant thresholds are set out below:
| Executive Director | Minimum number of Options (EPS of 11.5 p) | Maximum number of Options (EPS 16.0 p) | Other Options held | Total Options held (at maximum threshold) |
|---|---|---|---|---|
| John Macmichael | 71,000 | 225,000 | 106,000 | 331,000 |
| Peter James | 71,000 | 225,000 | 187,000 | 412,000 |
In addition to the executive directors listed above, four other PDMRs have been granted Options over a maximum aggregate total of 280,000 ordinary shares, with a corresponding minimum aggregate potential vesting of 140,000 ordinary shares. On an individual basis, the Options range from a maximum of 70,000 ordinary shares per PDMR, to a minimum of 35,000 ordinary shares per PDMR. Vesting of these awards is subject to the same EPS performance condition, straight-line vesting mechanism and Vesting Ceiling as for the executive Directors.
Vesting of all Options is also subject to continued employment and the other standard terms of the 2026 Scheme. Any vesting in respect of leavers or other exceptional circumstances shall be determined in accordance with the Scheme rules and at the discretion of the Remuneration Committee, as applicable.
The Board believes that the performance conditions attaching to the LTIP awards are a fair measure of value creation and align the Directors' interest with those of the Company's shareholders.
600,375 options previously awarded to Directors and PDMRs under the previous CSOP and LTIP scheme have been formally lapsed due to performance conditions not being met or not being expected to be achieved.
Further details in respect of the awards made to Executive Directors and PDMRs are set out below in accordance with the UK Market Abuse Regulation.
Introduction to Solid State - https://youtu.be/1M_Q_B1mYic
Why invest in Solid State? - https://youtu.be/ShmTz6005ws
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | John Macmichael |
| 2 | Reason for the notification | |
| a) | Position/status | Chief Executive Officer |
| b) | Initial notification /Amendment | Initial Notification |
| a) | Name | Solid State plc |
| b) | LEI | 213800QUHS9QTN5T1P62 |
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of 5p each GB0008237132 |
| b) | Nature of the transaction | Grant of options |
| c) | Price(s) and volume(s) | Exercise Price(s) Volume(s) 5p 225,000 |
| d) | Aggregated information - Aggregated volume - Price | N/A - single transaction |
| e) | Date of the transaction | 13 May 2026 |
| f) | Place of the transaction | Outside a trading venue |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Peter James |
| 2 | Reason for the notification | |
| a) | Position/status | Chief Financial Officer |
| b) | Initial notification /Amendment | Initial Notification |
| a) | Name | Solid State plc |
| b) | LEI | 213800QUHS9QTN5T1P62 |
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of 5p each GB0008237132 |
| b) | Nature of the transaction | Grant of options |
| c) | Price(s) and volume(s) | Exercise Price(s) Volume(s) 5p 225,000 |
| d) | Aggregated information - Aggregated volume - Price | N/A - single transaction |
| e) | Date of the transaction | 13 May 2026 |
| f) | Place of the transaction | Outside a trading venue |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Jonathan Baxter |
| 2 | Reason for the notification | |
| a) | Position/status | PDMR |
| b) | Initial notification /Amendment | Initial Notification |
| a) | Name | Solid State plc |
| b) | LEI | 213800QUHS9QTN5T1P62 |
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of 5p each GB0008237132 |
| b) | Nature of the transaction | Grant of options |
| c) | Price(s) and volume(s) | Exercise Price(s) Volume(s) 5p 70,000 |
| d) | Aggregated information - Aggregated volume - Price | N/A - single transaction |
| e) | Date of the transaction | 13 May 2026 |
| f) | Place of the transaction | Outside a trading venue |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Lyn Davidson |
| 2 | Reason for the notification | |
| a) | Position/status | PDMR |
| b) | Initial notification /Amendment | Initial Notification |
| a) | Name | Solid State plc |
| b) | LEI | 213800QUHS9QTN5T1P62 |
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of 5p each GB0008237132 |
| b) | Nature of the transaction | Grant of options |
| c) | Price(s) and volume(s) | Exercise Price(s) Volume(s) 5p 70,000 |
| d) | Aggregated information - Aggregated volume - Price | N/A - single transaction |
| e) | Date of the transaction | 13 May 2026 |
| f) | Place of the transaction | Outside a trading venue |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Lyenka Haffner |
| 2 | Reason for the notification | |
| a) | Position/status | PDMR |
| b) | Initial notification /Amendment | Initial Notification |
| a) | Name | Solid State plc |
| b) | LEI | 213800QUHS9QTN5T1P62 |
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of 5p each GB0008237132 |
| b) | Nature of the transaction | Grant of options |
| c) | Price(s) and volume(s) | Exercise Price(s) Volume(s) 5p 70,000 |
| d) | Aggregated information - Aggregated volume - Price | N/A - single transaction |
| e) | Date of the transaction | 13 May 2026 |
| f) | Place of the transaction | Outside a trading venue |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | David Crossman |
| 2 | Reason for the notification | |
| a) | Position/status | PDMR |
| b) | Initial notification /Amendment | Initial Notification |
| a) | Name | Solid State plc |
| b) | LEI | 213800QUHS9QTN5T1P62 |
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of 5p each GB0008237132 |
| b) | Nature of the transaction | Grant of options |
| c) | Price(s) and volume(s) | Exercise Price(s) Volume(s) 5p 70,000 |
| d) | Aggregated information - Aggregated volume - Price | N/A - single transaction |
| e) | Date of the transaction | 13 May 2026 |
| f) | Place of the transaction | Outside a trading venue |
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