Corporate FX solutions provider Alpha Group International plc (LON:ALPH) has announced that Morgan Tillbrook, founder and former CEO of Alpha Group, has pledged 1,103,555 ordinary shares from his personal holding with a total value of around £28 million (or USD $35 million, based on Alpha’s closing share price of £25.40 on February 11) to members of the company’s senior leadership team.

The company said Mr. Tillbrook’s (incredibly generous) move was to both thank these senior managers for historic performance, and incentivise them for future performance.

Following consultation with major shareholders and advisory bodies, the company’s Remuneration Committee yesterday formally approved the grants, which came into effect immediately. Morgan Tillbrook stepped down as CEO of Alpha Group on 31 December 2024, replaced by Clive Kahn, and holds no position on the Board of Directors. Further, these gifts have been timed to align as closely as possible with Morgan’s step back from the day-to-day running of the business.

Prior to the grant, Morgan Tillbrook held 5.96 million Alpha Group shares, for a 14.2% stake in the company, also making him Alpha’s largest shareholder ahead of Liontrust Investment Partners (10.35%). Morgan Tillbrook had previously committed to retaining a shareholding of no less than 10% in Alpha for at least three years, which the company noted is not impacted by this incentives arrangement. The share grant will take his holding down to about 11.6%.

In a letter to Alpha’s largest shareholders and advisors detailing his plans, Morgan Tillbrook stated,

“I have given this considerable thought and believe it is in the best interests of all shareholders that the Board and the senior management team are more closely aligned with investors’ goals.

“While I appreciate such an arrangement is unusual for a FTSE 250 business, I am passionate about ensuring Alpha retains the agility and energy of a fast-growing company. Furthermore, I am incredibly privileged to have been part of Alpha’s growth over the last 15 years and I would like to transfer some of my shareholding to the wider team for their successful efforts in getting us to this stage, to foster a founder mindset and to incentivise them to further grow shareholder value, for the combined benefit of all shareholders.”

The structure of these grants is set out in more detail below, and will all be satisfied from Morgan Tillbrook’s personal shareholding. For Group employees, these incentives will run alongside any annual LTIP awards granted from time to time.

Chief Executive Officer

·    Clive Kahn, CEO, was transferred 210,202 Shares, which were delivered in the form of fully vested nil-cost options and which Morgan satisfied.

·    Clive paid the related tax (income tax, employee’s NIC and employers’ NIC) from his own personal funds. Clive has pledged to hold these Shares, together with his pre-existing holding, which includes the purchase of 125,000 shares he made following the announcement of Board changes in September 2024, for the duration of his tenure as a Board director.

·    Following the share transfer, Clive now personally holds approximately 1.64% of Alpha’s share capital.

Chief Financial Officer and Chief Risk Officer

·    Tim Powell, CFO, and Tim Butters, CRO, were granted 105,101 Shares and 63,060 Shares respectively in the form of nil-cost options that will vest after three years, subject to certain conditions including 15% revenue growth and continued service, and which Morgan has pledged to satisfy.

Other Senior Employees

·    A further 15 senior employees at Alpha were granted Shares in the form of nil-cost options with similar performance and service terms to the options granted to the CFO and the CRO.

·    The total number of the Shares placed under option across this group is 683,152.

·    Again, Morgan has pledged to satisfy these options.

Non-Executive Directors

·    Dame Jayne-Anne Gadhia (Group Chair) and Vijay Thakrar (Non-Executive Director) were transferred 21,020 Shares each in the form of fully vested nil-cost options, which Morgan has satisfied. They are both now ordinary shareholders of the Group.

·    Dame Jayne-Anne and Vijay have exercised their options and sold sufficient of the Shares to pay any tax (income tax, employee’s NIC and employers’ NIC) due.

·    Both Dame Jayne-Anne and Vijay have pledged to hold the remaining Shares for the period of their tenures as non-executive directors, noting that this arrangement would not prevent them from stepping down from the Board at any time of their choosing.

·    Importantly, in line with the provisions of the UK Corporate Governance Code, there are no restrictions (service, performance or otherwise) on these Shares, which could be deemed to impair the independence of Alpha’s non-executive directors.

The Alpha Remuneration Committee said it will determine vesting at the relevant time where applicable. Morgan Tillbrook is personally responsible for satisfying these grants.

As Morgan Tillbrook will provide/has already provided the Shares to fund the above arrangements (and has formally committed to this pledge through the execution of a linking agreement and by holding the relevant Shares in a nominee account established for this purpose), these awards will not create any dilution of other shareholders’ interests. Furthermore, recipients will bear the associated employers’ NIC charge.