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Value Creation Plan

In brief · summary, not quotable

Victorian Plumbing Group plc has introduced a Value Creation Plan (VCP) to align executive rewards with shareholder value over the next four financial years, complementing existing incentive plans. This one-off award allows participants to share in value created above specific share price hurdles, with awards vesting if the share price averages £2.25 or more. If the average share price is between £2.25 and £2.50, participants receive 5% of the value created above £2.25; above £2.50, they receive 10% of the value created above that higher hurdle. The Chief Executive Officer is entitled to 25% of the VCP Pool, and the Chief Financial Officer to 20%, with the remainder allocated among six other senior managers. The plan includes malus and clawback provisions and is designed to operate within existing dilution limits, with potential dilution ranging from 0.50% to 2.04% depending on the share price achieved.

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Victorian Plumbing (AIM: VIC), the UK's leading bathroom retailer, announces the introduction of the Victorian Plumbing Group plc Value Creation Plan ("VCP"), designed to align executive leadership rewards directly with the delivery of sustained shareholder value over the Group's next phase of strategic growth.

Background and rationale

As announced on 25 February 2026 alongside the CEO Succession plan, the Remuneration Committee has undertaken a comprehensive review of the incentivisation framework for the Group's executive leadership team ("ELT"), which includes the two Executive Directors and six other members of senior management. The Remuneration Committee believes it is critical that the ELT remains optimised and closely aligned with the Group's long-term strategy to drive sustained, profitable growth and shareholder value. This strategy includes leveraging the recent investment in warehouse infrastructure, accelerating the shift from offline to online, expanding the Group's trade and expansion categories proposition and delivering the success of MFI.

On this basis, the Remuneration Committee has approved the introduction of the VCP as a new long-term incentive arrangement to complement the Group's existing Long Term Incentive Plan ("LTIP") and Deferred Bonus Plan ("DBP").

The VCP is a one-off award, designed to incentivise the pursuit of strategic growth opportunities over the next four financial years, support the Board's succession planning objectives, and provide a strong retention mechanism for the ELT beyond that already provided by annual LTIP and DBP awards.

A revised Directors' Remuneration Policy, to include details of the VCP, will be set out in the Directors' Remuneration Report for FY26.

Structure of the VCP

The VCP has been designed to allow participants to share in a proportion of shareholder value created above clearly defined and stretching share price hurdles. Participation is limited to the ELT.

Under the VCP:

  • Awards will be assessed based on the Group's share price measured over a suitable averaging period.
  • Where the share price over this averaging period is between £2.25 and £2.50, participants will be entitled, in aggregate, to receive 5% of the value created above the £2.25 hurdle. Where the share price over this averaging period exceeds £2.50, participants will also be entitled, in aggregate, to receive 10% of the value created above this higher hurdle (together, the "VCP Pool").
  • If the share price over this averaging period does not exceed £2.25, awards will lapse in full.

The Remuneration Committee has determined that Stephnie Judge, Chief Executive Officer, and Daniel Barton, Chief Financial Officer, will be entitled to receive 25% and 20% of the overall VCP Pool respectively, with the balance being allocated between the remaining six members of the ELT.

Recognising his material shareholding in the Group and his transition to a non-executive Founder Director role, Mark Radcliffe will not participate in the VCP, nor will he be granted any further awards under the LTIP following the grant of the FY26 LTIP award, announced separately today.

The VCP awards will be subject to malus and clawback provisions, ensuring alignment with long‑term performance, risk management and shareholder outcomes and, in line with Investment Association guidelines, will be operated within the Group's existing dilution limits.

The Board believes the VCP provides a clear, disciplined and transparent framework to incentivise long‑term value creation and reinforce alignment between senior leadership and shareholders.

The table below highlights the potential future value of the VCP Pool based on assumptions as to share price milestones achieved over the averaging period:

Share price (£)2.252.502.753.00
Implied market capitalisation (£m) 1739.7821.9904.1986.3
Shareholder value created (£m) 2489.9572.1654.3736.4
Value of VCP Pool (£m)0.04.112.320.5
Dilution resulting from issue of new shares under the VCP0.00%0.50%1.35%2.04%
  • Based on a share capital of 328,769,068 as at the date of grant of the VCP award.
  • Based on a share price of £0.76 at 30 September 2025.

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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