3 Purpose and Maximum Performance Element link to strategy Operation opportunity assessment Annual The annual bonus Following the end of each Maximum 100% of The targets against bonus scheme is intended to financial period, the basic salary. which annual scheme reward Executive Nomination and performance is Directors for their Remuneration Committee judged are achievements and the reviews actual performance determined annually performance of the against the objectives set by the Nomination Group in the under the scheme and and Remuneration financial year. determines awards Committee. Annual accordingly. performance is Awards are normally paid in assessed against a cash but the Nomination combination of and Remuneration financial, operational Committee has discretion to strategic and determine if a proportion of personal goals. the bonus should be Malus and clawback invested in shares. provisions apply to At the discretion of the payments under the Committee, for certain annual bonus leavers, a pro-rata annual scheme. For more bonus may become payable details see page 82. at the normal payment date for the period of employment and based on full-year performance. Incentive The Incentive Shares The Nomination and In aggregate, for all A compound annual Share and Options are Remuneration Committee holders of Incentive growth rate of 6% scheme intended to motivate reviews the development Shares and Options, since the the Executive of the Group against the 15% of the growth in foundational Directors who are terms of the scheme. value of S4 Limited, as investment into S4 invited to subscribe for described on page 86. Limited, as them to contribute described on page towards the long-term 86. development of the Group. Employee Motivate and Awards over shares which, For Executive Directors, In relation to awards Share incentivise employees for Executive Directors, vest 200% of salary per made to Executive Ownership and Executive subject to the satisfaction of annum. Directors, Plan Directors to contribute performance conditions. performance This is the to the long-term The vesting period will be conditions will be plan structure development of the up to four years. linked to key under which Group. Awards can be structured strategic priorities or the equity As set out below, as options (with or without other targets as awards to the Executive Directors an exercise price) or identified at the time new CFO may become eligible conditional share awards. of grant. have been to participate in other Malus and clawback granted long-term incentive provisions apply to arrangements if these awards. deemed appropriate. S4Capital Annual Report and Accounts 2021 73