Highlights

  • Midwich issues 600,000 LTIP options to Group Managing Director Stephen Fenby.
  • Award links management incentives to profit delivery and shareholder return metrics.
  • Vesting depends on Adjusted PBT and absolute TSR performance through 2028.

Midwich Group plc (LSE:MIDW) has announced the grant of 600,000 nominal cost options over ordinary shares to Stephen Fenby, Group Managing Director, under the Midwich Group plc 2016 Long Term Incentive Plan. The award, referred to as the 2025 LTIP Award, was granted on 23 December 2025 and relates to ordinary shares with a nominal value of GBP 0.01 each.

The options were granted at a nominal exercise price of 1p per share and were conducted off market. The award represents approximately 285% of Mr Fenby’s salary, calculated using a reference share price of 181.00p for the purposes of grant.

Background to incentive structure
Since its IPO in 2016, Midwich has used LTIP awards as part of its remuneration framework for senior employees. These awards are designed to align management incentives with long-term performance targets set by the Remuneration Committee at the beginning of each three-year performance period.

Historically, LTIP participation included senior executives such as the Group Finance Director, but excluded the Group Managing Director. The Remuneration Committee previously considered that Mr Fenby’s existing shareholding provided sufficient alignment with shareholders.

The Committee and Board have since reviewed this approach, noting the importance of leadership incentives at the current stage of the Group’s development. As a result, the 2025 LTIP awards were extended to include the Group Managing Director, aligning his performance conditions with those applied to the wider senior management team.

Performance conditions outlined
The 2025 LTIP Award is subject to performance conditions based on two equally weighted measures. Fifty per cent of the award is linked to Adjusted Profit Before Tax, assessed over the financial year ending 31 December 2027. The remaining 50% is linked to absolute Total Shareholder Return, measured over the 60-day period immediately following the release of the Group’s 2028 interim results.

The company stated that the specific Adjusted PBT targets are commercially sensitive and will be disclosed retrospectively in the relevant Directors’ Remuneration Report.

TSR thresholds and vesting
The absolute TSR component of the award will vest on a sliding scale. Twenty-five per cent of this element will vest if TSR reaches 35% over the performance period. Vesting increases to 50% at 55% TSR and reaches 100% if TSR achieves 75%.

Share Price Snapshot
MIDW was trading at GBX 181.00 per share as of 24 December 2025