Brave Bison LTIP Proposal

Brave Bison released details of its proposed 2026 Long Term Incentive Plan (LTIP) this morning ahead of its AGM on 17 June. For growth companies pursuing an acquisition-led strategy, traditional earnings-based incentives can encourage short-term financial engineering rather than genuine value creation. This proposal takes a different approach, linking rewards directly to shareholder value.

The plan is built around a simple principle: management only benefits if shareholders benefit first. Oliver and Theo Green are the sole participants, sharing the award equally. Their previous 2021 LTIP coincided with a total shareholder return of 176%, equivalent to a compound annual growth rate of around 31%. Given that track record, extending this highly aligned structure appears sensible.

The Mechanics: No Reward Without Significant Growth

The LTIP uses an 80p baseline share price, matching the ordinary share value when the 2021 plan was redeemed in September 2025.

Crucially, there is a minimum exercise price of 150p. This represents an 88% increase from the baseline. If the share price does not reach 150p, management receives nothing.

Brave Bison 2026 LTIP Structure

Baseline Price:      80p
Minimum Hurdle:      150p
Annual Indexation:   8% compound growth
Dilution Cap:        6% of share capital

If the 150p hurdle is achieved, management becomes entitled to 12% of the value created above the hurdle. However, the target increases by 8% a year on a compound basis, reflecting the cost of capital and preventing rewards that result simply from the passage of time. Any new shares issued during the period are subject to the same 8% annual hurdle.

Strong Shareholder Protections

The Remuneration Committee developed the proposal following consultation with institutional investors representing around 70% of the company's issued share capital. Several safeguards have been included:

• Long-Term Measurement: The performance period runs from 1 January 2026 to 31 December 2028. Any redemption is based on a 90-day volume-weighted average price (VWAP), reducing the impact of short-term share price movements.

• Dilution and Value Caps: Dilution is capped at 6% of issued share capital, while the maximum value of awards is limited to £15 million per executive.

• Takeover Protection: If a change of control occurs before the end of December 2026, 50% of the awards automatically lapse, discouraging an early sale of the business.

• Management Ownership: Shares received through the plan must be held for at least 12 months, ensuring management remains exposed to long-term shareholder outcomes.

Stripped back to its essentials, this is a well-designed incentive scheme for an acquisition-led business. Management cannot generate substantial personal gains without creating substantial shareholder value first. The structure appears sensible, the safeguards are robust, and shareholder alignment remains strong. On that basis, Resolution 14 looks worthy of support at the upcoming AGM.