REG - ITM Power PLC - LTIP Grant and CEO discretionary share award

ITM PowerAnnouncement

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RNS Number : 9783A  ITM Power PLC  17 April 2026

17 April 2026

 

ITM Power plc

 

Annual Grants under Long Term Incentive Plan and CEO discretionary share award

 

Annual LTIP Grant

ITM Power plc (the "Company") announces that on 15 April 2026 awards over
ordinary shares of £0.05 each in the capital of the Company were granted to
certain employees under the ITM Power plc Long Term Incentive Plan ("LTIP").
The awards relate to the financial year ended 30 April 2025 and were delayed
due to an extended closed period in connection with the Great British Energy
Group Limited investment and Department for Energy Security and Net Zero grant
intention announced on 9 April 2026.

No consideration is payable for the grant of the awards which are structured
as nominal cost options at an option exercise price of £0.05 per ordinary
share. The number of ordinary shares granted under the award has been
calculated using a share price of 82.7597 pence, being the average mid-market
quotation as derived from AIM for the last three days of trading prior to 15
April 2026.

The awards are subject to an overall three-year vesting period (followed by a
further two-year holding period), as well as to the achievement of the
performance conditions and the participant being a director or employee within
the Company's group at that time.

 

The LTIP awards granted to Executive Directors (who are Persons Discharging
Managerial Responsibilities) are as follows:

 

 Name of Director/PDMR  Number of Shares over which the LTIP Award is granted  £ value of grant as a % of current salary
 Dennis Schulz, CEO     906,238                                                150%
 Amy Grey, CFO          362,495                                                100%
 Simon Bourne, CTO      543,742                                                150%

 

As disclosed in the Company's remuneration report for the year ending 30 April
2025, the awards for the above employees have been linked to salary in line
with prior years. The Remuneration Committee of the Board of Directors of the
Company determined to award Simon Bourne 150% of his salary for this award
cycle only.

 

The vesting of an awards is subject to the satisfaction of stretching
financial and strategic performance conditions relating to project margin,
sales order intake, the performance of the Company's Hydropulse subsidiary and
the delivery of key product developments including the Company's
next-generation stack Chronos. All performance conditions except project
margin will be assessed annually and are capable of being "banked" in equal
thirds during the 3-year performance period. The project margin condition will
be assessed at the end of the 3-year performance period.

 

 

 

 

CEO Discretionary Award

 

The Company also announces that on the 15 April 2026 a one-off discretionary
award over 1,300,000 ordinary shares of £0.05 each in the capital of the
Company was granted to Dennis Schulz under the LTIP. The proposed granting of
this award was disclosed in the Company's 2025 Remuneration Report, which was
approved at last year's AGM by shareholders. Dennis Schulz was recruited as
CEO of ITM from Linde in December 2022. Since his appointment he has overseen
a strategic reset of the Company, which has led to a successful turnaround in
performance and growing customer contracts backlog. The Remuneration Committee
is mindful that following this successful period there is a need to retain his
exceptional leadership particularly while the Company remains at a critical
point on the Company's growth trajectory. The Committee also believes that the
fortunes of the Executive Directors should be closely aligned with shareholder
wealth creation and a number of major shareholders were consulted as part of
this process in 2025, with the ultimate award delayed due to the extended
close period as set out above.

 

No consideration is payable for the grant of the awards which are structured
as nominal cost options at an option exercise price of £0.05 per ordinary
share, and will vest in equal tranches over three years (followed by a further
two-year holding period for each tranche vested) subject to the achievement of
certain performance conditions and the participant being a director or
employee within the Company's group at that time.

 

The vesting of the discretionary award is subject to the satisfaction of
stretching financial and strategic performance conditions relating to
profitable contracts, the performance of the Company's Hydropulse subsidiary
and the delivery of the Company's next-generation stack Chronos measured in
each year.

 

The notification is intended to satisfy the Company's obligations under
Article 19 of the Market Abuse Regulations.

 

Enquiries:

 ITM Power plc                                                                                                      +44 (0)114 263 7646
 Huan Quayle (Company Secretary)

 Justin Scarborough (Investor Relations)

 Joh. Berenberg, Gossler & Co KG, London (Nominated Adviser and Joint                                               +44 (0)20 3207 7800
 Broker)
 Ciaran Walsh and Harry Nicholas

 J.P. Morgan Cazenove (Joint Broker)                                                                                +44 (0) 20 7742 4000
 Richard Perelman and Charles Oakes

 1                                                     Details of the person discharging managerial responsibilities / person closely

                                                     associated

 a)                                                    Name                                                         Dennis Schulz
 2                                                     Reason for the notification
 a)                                                    Position/status                                              Chief Executive Officer
 b)                                                    Initial notification /Amendment                              Initial Notification
 3                                                     Details of the issuer, emission allowance market participant, auction

                                                     platform, auctioneer or auction monitor

 a)                                                    Name                                                         ITM Power plc
 b)                                                    LEI                                                          21380042MB2JKZ6RRP12
 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  Options over ordinary shares of 5p each

                            Identification code        ISIN: GB00B0130H42

 b)                                                    Nature of the transaction                                    Issue of Options
 c)                                                    Price(s) and volume(s)

                                                       Price(s)                                                     Volume(s)
                                                       Nominal cost option                                          2,206,238
 d)                                                    Aggregated information

                            - Aggregated volume        2,206,238

                            - Price                    NA

 e)                                                    Date of the transaction                                      2026-04-15
 f)                                                    Place of the transaction                                     Outside a trading venue

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         Simon Bourne
 2    Reason for the notification
 a)   Position/status                                              Chief Technology Officer
 b)   Initial notification /Amendment                              Initial Notification
 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         ITM Power plc
 b)   LEI                                                          21380042MB2JKZ6RRP12
 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  Options over ordinary shares of 5p each

      Identification code                                          ISIN: GB00B0130H42

 b)   Nature of the transaction                                    Issue of Options
 c)   Price(s) and volume(s)

                                                                   Price(s)                     Volume(s)
                                                                   Nominal cost option          543,742
 d)   Aggregated information

      - Aggregated volume                                          543,742

      - Price                                                      NA

 e)   Date of the transaction                                      2026-04-15
 f)   Place of the transaction                                     Outside a trading venue

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         Amy Grey
 2    Reason for the notification
 a)   Position/status                                              Chief Financial Officer
 b)   Initial notification /Amendment                              Initial Notification
 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         ITM Power PLC
 b)   LEI                                                          21380042MB2JKZ6RRP12
 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  Options over ordinary shares of 5p each

      Identification code                                          ISIN: GB00B0130H42

 b)   Nature of the transaction                                    Issue of Options
 c)   Price(s) and volume(s)

                                                                   Price(s)                     Volume(s)
                                                                   Nominal cost option          362,495
 d)   Aggregated information

      - Aggregated volume                                          362,495

      - Price                                                      NA

 e)   Date of the transaction                                      2026-04-15
 f)   Place of the transaction                                     Outside a trading venue

 

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