3 The annual bonus scheme will operate in a The Committee believes that the bonus similar fashion as for previous years. 70% of achieved was a fair reflection of overall Group the total bonus will depend on the achievement performance over 2021. However, both the of financial targets linked to gross profit Committee and the Executive Directors were growth and EBITDA margin. The remaining disappointed that the EBITDA margin target 30% will be linked to non-financial objectives was not achieved and, also acknowledging based on ESG performance, diversity, equity the delay in publication of the results, have and inclusion and the further development of agreed for 2021 that no bonus should be paid. an integrated company. The Committee has Full details of the bonus targets for the year and discretion to adjust the formulaic outcome of the key achievements are set out on page 82. the annual bonus. In determining whether to With the exception of the initial award agreed exercise discretion, consideration will be given for Mary Basterfield, explained below, no to the underlying performance of the business new equity incentives were awarded to the and, following the delay in publication of our Executive Directors in respect of 2021. results for 2021, satisfactory implementation of appropriate financial and risk management The Committee believes that the Remuneration controls and processes. Full disclosure of the Policy operated as intended during 2021. specific bonus targets will be provided in next Remuneration for the new CFO year’s Directors’ Remuneration Report. Other than the awards that have been Mary Basterfield joined S4Capital in December agreed for the new CFO, Mary Basterfield, as 2021 and was appointed as an Executive explained below, we do not have any current Director and as CFO with effect from 3 January intention to grant new equity awards to the 2022. Her remuneration package is in line with Executive Directors during 2022. the Directors’ Remuneration Policy. The Board (excluding the Non-Executive Her basic salary is £370,000, which is higher Directors) is responsible for determining Non- than the salaries of the other Executive Executive Director fees. No changes to NED Directors but below-market for CFOs of fee levels are proposed for 2022. companies of a similar size and complexity to S4Capital. It also reflects the fact that, Operation of the Remuneration unlike the other Executive Directors, in Policy in 2021 joining the Company Mary did not receive a large number of S4Capital shares as part- As explained elsewhere in this Annual Report, consideration for the sale of a business. 2021 was a successful year for S4Capital, Mary receives a pension contribution at as the business took great strides on its a level of 4% of salary, which is aligned growth journey. to the contribution rate for the majority of The formulaic bonus outcome for the UK employees. She has an annual bonus Executive Directors is 57.5% of the maximum opportunity of 100% of basic salary, available. In terms of financial performance, dependent on the achievement of the same which accounted for 70% of the overall bonus, performance conditions as apply to the other the gross profit target was achieved in full due Executive Directors. to the very strong level of gross profit growth reported for the year. The separate EBITDA margin target was not met. Non-financial performance – which accounted for the remaining 30% of the bonus – was impressive, with the Company continuing the integration of the various businesses which make up S4Capital while also reporting strong ESG credentials. S4Capital Annual Report and Accounts 2021 67