Analysis of the Impact of Auction Technology Group's Employee Stock Ownership Plan

Based on the collected information, we will provide a detailed analysis of Auction Technology Group’s employee stock ownership plan and its impact on shareholder structure and employee incentive effectiveness.

Analysis of the Impact of Auction Technology Group’s Employee Stock Ownership Plan

I. Company Overview and Shareholder Structure

1.1 Basic Information

Auction Technology Group (Ticker: GB:ATG) is a UK-headquartered professional online auction platform operator, listed on the London Stock Exchange in February 2021. The company operates multiple well-known auction platforms, including BidSpotter, Proxibid and i-bidder, serving vertical sectors such as industrial machinery, collectibles and real estate, with a presence in over 170 countries worldwide[1][2].

As of January 2026, the company has a total of

122.38 million issued shares

with a par value of 0.01 pence per share. The current share price is approximately 351.5 pence, with a market capitalization of around £438 million. In FY24, the company recorded revenue of $190.2 million and adjusted EBITDA of $76.8 million[2][3].

1.2 Shareholder Structure Distribution

According to the latest data from MarketScreener, ATG’s shareholder structure has the following characteristics[3]:

Shareholder Type	Shareholding Ratio	Remarks
Institutional Investors	56.17%	Primary investment force
Major Shareholder: FitzWalter Capital	21.19%	Largest single shareholder
Individual Shareholders	4.29%	Includes insiders
Other	1.22%	Other shareholder types
Free Float Shares	79.67%	Approximately 97.5 million shares

Key Institutional Shareholders Include

[3][4]:

FitzWalter Capital
: 21.19% stake, recently made a takeover offer
abrdn plc
: 5.11% stake (6.2276 million shares), crossed the 5% disclosure threshold in August 2024
Ameriprise Financial
: 4.98% stake
T. Rowe Price, Jupiter Asset Management
and others are other key institutional shareholders

Notably, early private equity investor

TA Associates

fully exited its 12.6% stake (previously reduced gradually from 17.6%) in December 2024, selling at a price of £5.50 per share[4].

II. Overview of the Employee Stock Ownership Plan

2.1 Plan Framework

ATG has established a comprehensive employee equity incentive system, with the

Remuneration Committee

responsible for formulating and overseeing strategies. The committee members include Tamsin Todd (Chair), Suzanne Baxter, Scott Forbes and Sejal Amin, with responsibilities covering compensation strategy, termination arrangements, performance-related pay, pension arrangements, stock incentive plans, etc.[1].

2.2 Types of Incentive Tools

The company uses multiple equity incentive tools[5]:

Incentive Plan	Objectives and Features
Long-Term Incentive Plan (LTIP)	Provides incentives for executive directors tied to the company’s long-term strategic objectives; maximum annual grant is 200% of base salary (up to 250% in exceptional cases)
Deferred Share Bonus Plan (DSBP)	Defers a portion of annual bonuses into shares to strengthen long-term alignment with shareholder interests
Company-Wide Stock Incentive Plan	Offers all employees the opportunity to participate in tax-advantaged stock plans, enhancing alignment between employee and shareholder interests
Onboarding Stock Award	Grants one-time stock awards based on job level after employees complete one year of service, vesting over two years
Employee Benefit Trust	Used for share custody and management of the employee stock ownership plan

2.3 Recent Share Issuance

According to TipRanks, during the period from

July 17, 2025 to January 16, 2026

, the company, pursuant to various employee and incentive plans[6]:

Shares Issued
: 160,000 ordinary shares (0.01 pence par value per share)
Remaining Quota
: 401,195 shares remain available for issuance under existing authorizations
Covered Plans
: Includes the Employee Benefit Trust, Long-Term Incentive Plan, UK and international stock incentive plans, employee share purchase plan, Deferred Share Bonus Plan, and rollover arrangements related to the LiveAuctioneers acquisition

III. Analysis of the Impact on Shareholder Structure

3.1 Assessment of Dilution Effect

Regarding this issuance of 160,000 new shares, its dilution impact on the shareholder structure is

relatively limited

Indicator	Value	Interpretation
Total Issued Shares	122,379,438 shares	-
Shares Issued in This Tranche	160,000 shares	-
Dilution Ratio	Approximately 0.13%	Minimal impact on existing shareholders
Remaining Authorized Issuance Quota	401,195 shares	Approximately 0.33% of total share capital

Dilution Effect Analysis

[7][8]:

Shareholding Ratio Dilution
: This issuance only increases total share capital by approximately 0.13%, with negligible impact on the shareholding ratio of any single shareholder
Low Value Dilution Risk
: Due to the small issuance size and the company’s solid stock price fundamentals, no material negative impact on earnings per share or stock price is expected
Routine Operation
: Such small-scale, tranched issuances are a common practice for employee equity incentives, and the company has established a comprehensive “Block Listing” authorization mechanism

3.2 Insider Shareholding Status

According to publicly disclosed data, the company’s management and insiders hold approximately

2.9% of the equity

, valued at around $17 million[9]:

Insider	Recent Shareholding Changes
John-Paul Savant (CEO)	Acquired 75,800 shares in August 2025, holding approximately 2.649 million shares
Tom Hargreaves (Former CFO)	Sold 230,000 shares in December 2024, holding approximately 816,700 shares

The significant insider shareholding indicates a high degree of alignment between management and shareholder interests, which is a positive signal for investors[9].

IV. Assessment of Employee Incentive Effectiveness

4.1 Positive Effects of the Incentive Mechanism

4.1.1 Talent Attraction and Retention

ATG’s equity incentive plan aims to achieve the following objectives[5]:

Attract Top Talent
: Offers a competitive compensation package, especially amid fierce talent competition in the technology and internet industries
Reduce Employee Turnover
: Vesting conditions (such as service tenure, performance targets) effectively bind core employees
Long-Term Interest Alignment
: Through deferred vesting and long-term incentive plans, employees are focused on the company’s long-term value creation

4.1.2 Performance Orientation

The compensation policy reflects a clear performance linkage[5]:

Incentive Component	Performance Linkage Mechanism
Annual Bonus	Tied to the company’s short-term strategic objectives; threshold performance must be met to trigger payment
LTIP	Linked to long-term value creation; specific performance conditions must be met for vesting
Onboarding Award	Granted after one year of service, vesting over two years to ensure initial employee stability

The performance conditions are designed such that only up to 25% of the award can vest when threshold performance is achieved, incentivizing employees to pursue higher goals[5].

4.1.3 Tax Advantages and Employee Participation

The company-wide stock incentive plan provides employees with the opportunity to participate in company ownership while benefiting from UK tax-advantaged policies (such as SIP and SAYE plans), enhancing employees’ sense of “ownership”[5].

4.2 Design Features of the Incentive Plan

4.2.1 “Good Leaver” Provision

The company’s Deferred Share Bonus Plan (DSBP) includes a “Good Leaver” provision[5]:

Employees who qualify as “Good Leavers” (e.g., retirement, redundancy, death, etc.) may have their deferred shares vest early
Employees dismissed for misconduct will forfeit their deferred shares

This design balances incentives and constraints, protecting the company’s interests while treating departing employees fairly.

4.2.2 Vesting Period Design

Onboarding Award
: Vests over two years after grant
Deferred Annual Bonus
: The deferred portion typically requires a waiting period before vesting
LTIP
: Based on a 3-5 year long-term vesting period

The vesting period structure ensures that employees remain aligned with the company’s interests over an extended period.

V. Strategic Significance and Investment Implications

5.1 Strategic Value to the Company

Talent Competitiveness
: In a technology-driven industry, talent is the core competitive asset; a comprehensive equity incentive plan helps ATG attract and retain key talent
Interest Alignment
: By making employees shareholders, individual employee interests are tied to the company’s long-term development, promoting a sense of ownership in their work
Cultivation of Corporate Culture
: Equity incentives convey the company’s recognition of employee contributions, helping to build a performance-oriented corporate culture

5.2 Impact on Shareholders

Impact Dimension	Assessment Conclusion
Short-Term Dilution Risk	Extremely low (0.13%)
Long-Term Value Creation	Potentially positive (by incentivizing employees to improve performance)
Governance Transparency	High (regular disclosure of issuance activities, subject to regulation)
Management Alignment	Positive (2.9% insider ownership, aligned interests)

5.3 Risks to Monitor

Excessive Equity Incentives
: If the incentive scale is too large or vesting conditions are too lenient, it may lead to excessive dilution or ineffective incentives
Performance Target Pressure
: If employees take short-sighted actions to meet performance targets, it may harm the company’s long-term interests
Market Volatility
: A decline in stock price may weaken incentive effectiveness; basic protection should be provided through cash compensation

VI. Conclusion

Auction Technology Group’s issuance of 160,000 new shares is a

routine employee equity incentive operation

, with an extremely limited dilution effect on the shareholder structure (approximately 0.13%). The company has established a comprehensive multi-tiered equity incentive system covering tools such as the Long-Term Incentive Plan, Deferred Share Bonus Plan, and company-wide stock incentive plan, aimed at attracting, retaining, and motivating core talent, and deeply aligning employee and shareholder interests.

From a governance perspective, ATG’s incentive plan is well-designed: it has clear performance linkages, appropriate vesting periods, and significant insider ownership, which is overall beneficial to the company’s long-term development and maximization of shareholder value. For existing shareholders, the negative impact of this issuance is negligible, while the potential talent incentive benefits may bring long-term positive contributions.

References

Analysis of the Impact of Auction Technology Group's Employee Stock Ownership Plan

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