Hybrid Software Group PLC Annual Report 2022 56 57 Hybrid Software Group PLC Annual Report 2022 Hybrid Software Group Strategic report Governance Financial statements Other information Annual report on remuneration continued... In euros Salary and fees Benefits Bonus LTIP Pension Total Total fixed Total variable Executive directors Guido Van der Schueren5 470,135 8,758 100,000 100,000 1,144 680,037 480,037 200,000 Michael Rottenborn, CEO 218,906 20,521 105,468 105,468 7,343 457,706 246,770 210,936 Graeme Huttley, CFO6 175,967 9,153 53,541 53,541 39,136 331,338 224,256 107,082 Total executive directors 865,008 38,432 259,009 259,009 47,623 1,469,081 951,063 518,018 Non-executive directors Clare Findlay 20,640 - - - - 20,640 20,640 - Luc De Vos7 17,500 - - - - 17,500 17,500 - Total non-executive directors 38,140 - - - - 38,140 38,140 - Total directors 903,148 38,432 259,009 259,009 47,623 1,507,221 989,203 518,018 Salary and fees are the contracted annual salaries and board fees that are payable. Each executive director received board fees, prorated where appointed or resigned during the year, which are included within the Salary and fees column. Benefits include car allowance, travel allowance, home allowance and private medical insurance payments. The executive directors’ total available bonus for the year was payable as follows: • up to 50% against achieving the board approved revenue target; and • up to 50% against achieving the board approved EBITDA target. Payments are made after approval by the board. Whilst the board approved targets for the year were not achieved, the remuneration committee has approved the bonus amounts in the table above due to the unexpected contribution made from the sale of IP addresses. In addition, the challenging economic climate, which had a huge impact particularly within Meteor with a significant shortage of chips, neither of which could have been foreseen. LTIP (long term incentive plan) is a cash award that will be payable after 3 years of continuous service from the date of award. Contributions totalling €27,000 (2021: €36,000) were made to the personal pension schemes of three (2021: three) of the directors in accordance with their employment contracts. The Group operates a defined contribution scheme where contributions are calculated as a percentage of gross salary. There are no defined benefit schemes. Scheme interests awarded during the financial year There were no share-based awards during the year and there are no outstanding share options as at 31 December 2022. The aggregate amount of gains made by directors on the exercise of share options during the year was €nil (2021: €nil). 5 includes the director’s daughter, who is also an employee of the Group. 6 includes the director’s spouse, who is also an employee of the Group 7 Luc De Vos appointed with effect from 15 February 2021 Annual report on remuneration continued... Directors and their interests in shares of the Company The directors held the following interests in the shares of Hybrid Software Group PLC as at 31 December 2022: * The interests of Guido Van der Schueren are held in the name of Congra Software S.à r.l., Together with his wife and children, he owns approximately 70% of the shares of Congra Software S.à. r.l.. ** Michael Rottenborn is also a shareholder of Congra Software S.à r.l., he owns approximately 0.94% of the shares of Congra Software S.à. r.l.. ***Joachim Van Hemelen is also a shareholder of Congra Software S.à r.l., he owns approximately 0.27% of the shares of Congra Software S.à. r.l.. The portion of the share-based compensation expenses which were attributable to the Group’s executive directors was: The information provided in the following sub-sections of the Directors’ remuneration report are not subject to audit. Performance graph The following graph shows the Company’s ordinary share price performance compared with the performance of the BEL ALL-SHARE index from 31 December 2016 to 31 December 2022. The BEL ALL-SHARE index has been selected for this comparison because the Company has been a constituent of that index throughout the period. No dividends have been paid by the Company, so total shareholder return is the change in value of the share price. Over the above 6-year period, the Company’s share price has increased by 38.7% and the BEL ALL-SHARE index has remained flat. In thousands of euros 2022 2021 Matching shares awarded for participating in the Share Incentive Plan - - Total - - Guido Van der Schueren * Michael Rottenborn ** Joachim Van Hemelen*** Clare Findlay Luc De Vos Shares beneficially owned 27,117,020 1,000 - 100 5,000 Total interest in shares 27,117,020 1,000 - 100 5,000 Hybrid Software Group Ordinary Shares BEL ALL- Share Dec - 2016 Dec - 2017 Dec - 2018 Dec - 2019 Dec - 2020 Dec - 2021 -30% -20% -10% 0% 10% 20% 30% 40% 50% 60% 70% Dec - 2022 For the year ended 31 December 2021:
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