REG - Fintel PLC - Growth Share Plan Awards 2026

FintelAnnouncement

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RNS Number : 4081R  Fintel PLC  03 February 2026

3 February 2026

 

Fintel plc

(the "Company" or "Fintel")

Grant of further awards under Growth Share Plan

 

Fintel plc (AIM: FNTL) is pleased to announce further grants of B, C and D
shares under its Growth Share Plan (the "Plan") and the creation and grant of
a new class of E shares under the Plan.

Background and Rationale

The Plan was introduced in August 2023 to deliver a repeatable incentive
structure under which awards could be made up to annually. In August 2023
initial awards were made of B, C and D shares and in May 2024 a further award
of such shares was made.

As part of a holistic review of remuneration, the Remuneration Committee
("RemCo") has formed the view that a further award of B, C and D shares ought
to be made to Matt Timmins, CEO and David Thompson, CFO to reflect further
contribution and responsibility taken on as the business continues to grow and
following the departure of Joint CEO Neil Stevens. In addition, the RemCo is
also of the view that there are a number of existing and new employees who
ought to be incentivised via the Plan and has therefore created a new class of
E shares to appropriately incentivise or further incentivise those employees.

The terms of operation of the Plan in respect of these new awards is unchanged
from the terms set out in the Company's original announcement regarding the
Plan in August 2023, however the newly created E shares have a different
performance measure for the creation of the value pot which is set out below.

It should be noted that customary commercial protections apply to all of the
awards made under the Plan including compulsory transfer provisions and good
and bad leaver valuation provisions. The RemCo also retain discretion to make
changes to the Plan, if appropriate, such as in response to acquisitions.

E Shares

On 2 February 2026 certain E Shares were allocated under the Plan. The final
determination date of those E Shares is consistent with the B, C and D shares
and they will vest in August 2028. The value pot in respect of the E shares is
comprised of 8% of value of market capitalisation between £400m and £500m.
In total there are 400 E shares which share in this value pot, of which 281
have been awarded.

Value will only accrue to holders of E shares to the extent that the market
capitalisation during the measurement period is above £400m. The return
thresholds exclude dividends paid to shareholders. Should the market
capitalisation during the measurement period exceed £500m, the maximum award
for each holder of E shares would be accrued, representing a value of £8m for
delivering at least £100m of shareholder value, excluding dividends.

 

2026 Awards

The 2026 awards under the Plan have been made to 27 key employees within the
business, including the PLC Board executive directors, members of the
Executive Committee and other key senior management. As explained above, the
award of B, C and D shares is being made to the PLC Board executive directors
only to reflect additional expected contribution and responsibility.

A proportion of B, C, D and E shares remain unallocated and may be granted at
a later date at the discretion of the RemCo.

2026 Award of B, C and D shares

 Name            B Shares  C Shares  D Shares  Total  Maximum Potential Value
 Matt Timmins    0         45        30        75     £1,969,830

 David Thompson  10        30        20        60     £1,435,920

 

It should be noted that Matt Timmins, CEO and David Thompson, CFO will cash
fund their crystallised dry tax charge under the 2026 award. This amounts to
£104,000 in aggregate respect of the 2026 Awards and represents capital at
risk to these executives as the amounts are not refundable should the targets
not be met.

Cumulative Holding of B, C and D shares

 Name                                     B Shares  C Shares  D Shares  Total  Maximum Potential Value
 Matt Timmins                             0         140       125       265    £6,507,148

 David Thompson                           80        112       103       295    £6,223,199

 Other Management                         58        161       182       401    £8,652,413

 Unissued/Held by Employee Benefit Trust  25        6         8         39     £617,239

 

2026 Award of E shares

 Participant        E Shares  Maximum Potential Value
 Senior Management  281       £5,620,000

 Unissued           119       £2,380,000

 

No E Shares have been award to Matt Timmins, CEO or David Thompson CFO, in
light of their award of B, C and D Shares. Staff awarded E shares are required
to pay a dry tax charge which crystallises upon the award, but have each been
offered a low cost loan to fully or partly fund their tax liability.

Related Party Transactions

2026 awards under the Growth Share Plan have been made to the following
individuals, each of whom is considered a related party within the meaning of
the AIM Rules for Companies by virtue of being a PLC Board director or a
statutory director or former statutory director of a member of the Group.
These awards (as detailed below) (the "Related Party Awards") each constitute
a related party transaction.

 Participant                                  Maximum potential value of 2026 Award

 Matt Timmins (CEO)                           £2.0m

 David Thompson (CFO)                         £1.4m

 Alex Whitson (Subsidiary Director)           £1.2m

 Laura Chuck (Subsidiary Director)            £0.3m

 Paul Dagley-Morris (Subsidiary Director)     £0.2m

 James Goad (Subsidiary Director)             £0.2m

 Steve Lomax (Subsidiary Director)            £0.2m

 Russell Naglis (Former Subsidiary Director)  £0.2m

 Ben Rogers (Subsidiary Director)             £0.2m

 Paul Simcock (Subsidiary Director)           £0.2m

 

The Independent Directors, being Phil Smith, Timothy Clarke and Ian Pickford
(who each also sit on the RemCo) and Kenneth Davy, consider that the Related
Party Awards to the participants in the table above are fair and reasonable
insofar as the Company's shareholders are concerned.

 

Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them.

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                                         Matthew Lloyd Timmins
 2   Reason for the notification
 a)  Position/status                                              Chief Executive Officer (PDMR)
 b)  Initial notification/Amendment                               Initial notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Fintel plc
 b)  LEI                                                          213800DXP1VY21GCTH04
 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument, type of instrument  Shares in Fintel Group Holdings Limited

      Identification Code

                                                                  Not applicable
 b)  Nature of the transaction                                    Grant of Shares
 c)  Price(s) and volume(s)                                       Price: Nil

                                                                  Volume(s):

                                                                  45 C Shares

                                                                  30 D Shares
 d)  Aggregated information                                       N/A - single transaction
 e)  Date of transaction                                          30 January 2026
 f)  Place of transaction                                         Outside a trading venue

 

 

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                                         David Thompson
 2   Reason for the notification
 a)  Position/status                                              Chief Financial Officer (PDMR)
 b)  Initial notification/Amendment                               Initial notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Fintel plc
 b)  LEI                                                          213800DXP1VY21GCTH04
 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument, type of instrument  Shares in Fintel Group Holdings Limited

      Identification Code

                                                                  Not applicable
 b)  Nature of the transaction                                    Grant of Shares
 c)  Price(s) and volume(s)                                       Price: Nil

                                                                  Volume(s):

                                                                  10 B Shares

                                                                  30 C Shares

                                                                  20 D Shares
 d)  Aggregated information                                       N/A single transaction
 e)  Date of transaction                                          30 January 2026
 f)  Place of transaction                                         Outside a trading venue

 

 

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                                         Russell Naglis
 2   Reason for the notification
 a)  Position/status                                              General Counsel and Company Secretary (PDMR)
 b)  Initial notification/Amendment                               Initial notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Fintel plc
 b)  LEI                                                          213800DXP1VY21GCTH04
 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument, type of instrument  Shares in Fintel Group Holdings Limited

      Identification Code

                                                                  Not applicable
 b)  Nature of the transaction                                    Grant of Shares
 c)  Price(s) and volume(s)                                       Price: Nil

                                                                  Volume(s):

                                                                  8 E Shares
 d)  Aggregated information                                       N/A single transaction
 e)  Date of transaction                                          30 January 2026
 f)  Place of transaction                                         Outside a trading venue

 

For further information please contact:

 Fintel plc                                 via MHP Group

 Matt Timmins (Chief Executive Officer)

 David Thompson (Chief Financial Officer)

 Zeus (Nominated Adviser and Joint Broker)  +44 (0) 20 3829 5000

 Martin Green

 Dan Bate

 Peel Hunt (Joint Broker)                   +44 (0) 20 7418 8900

 Benjamin Cryer

 Kate Bannatyne

 Alice Lane

 MHP Group (Financial PR)                   +44 (0) 20 3128 8147

 Reg Hoare                                  Fintel@mhpgroup.com (mailto:Fintel@mhpgroup.com)

 Veronica Farah

 Lexi Iles

 

Notes to Editors

Fintel is a leading provider of software and services to the UK retail
financial services sector. Through its two divisions, Software & Data and
Services, and portfolio of trusted brands including Defaqto, Simplybiz and
threesixty, Fintel provides technology and expert support services to
thousands of intermediary businesses, data and distribution services to
hundreds of financial institutions, and expert product ratings that empower
millions of consumers to make better informed financial decisions.

 

For more information about Fintel, please visit the
website: www.wearefintel.com
(https://protect.checkpoint.com/v2/r06/___http:/www.wearefintel.com/___.ZXV3MjpuZXh0MTU6YzpvOjM5NWVhNGE0NmUxZTgwNjY1NjQzNGY1NGMwMTcxNWJiOjc6MzQ5YTo4N2YwMDdmNmRiZWVjZGQyOTM1MWZkMDA0NmNkMmE2NWYxOGQ5MDZhOTY5NzdmMzMxMTFjMmJmY2MyODllOWJiOnA6VDpU)

 

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