People
The People
Figures converted from GBP at historical FX rates — see data/company.json.fx_rates. Ratios, margins, and multiples are unitless and unchanged.
Governance grade: B+. Founder-CEO with 8.6% personally on the line, modest pay (CEO 7× the median UK employee), and incentive plans that actually paid 30% rather than rubber-stamping a tough year. The blemish is governance discipline — a failed 14-month CEO succession, a year with the Audit Committee one director short of the Code, and an ethnically homogenous board only just being addressed.
The People Running This Company
A five-person board at year-end (now six after the 2025 AGM): two executives, an experienced independent Chair, two independent NEDs, plus the recently-added Shruthi Chindalur. The Chief Executive came back. The Senior Independent Director runs Audit. The Remuneration Chair just announced she will not stand for re-election. This is a small, transitional bench.
Brendan Mooney — CEO. Joined Kainos in 1989 as a trainee software engineer; CEO 2001–2023 led the 2015 IPO and the build to ~3,000 staff. Stepped down Sept 2023, returned Dec 2024 after his successor was removed. Holds 10.6m shares (~$91m at year-end) — by far the largest single individual stake. Voluntarily took a base salary of $293,400 on his return, ~40% below his predecessor's $492,000.
Richard McCann — CFO. Chartered accountant (Coopers & Lybrand, Galen Holdings, Almac Group) at Kainos since 2011, on the Board since the 2015 IPO. The continuity executive through two CEO transitions; holds 4.6m shares worth ~$40m.
Rosaleen Blair CBE — Chair. Founder/CEO of AMS, a global talent outsourcing firm she ran for 23 years to 11,000 staff. Joined the Kainos board January 2021, took the Chair role September 2024. Independent on appointment; no shareholding.
James Kidd — SID & Audit Chair. Former CFO, then CEO, then Deputy CEO/CFO of AVEVA Group plc, exited 2023 when Schneider acquired AVEVA at $13.7bn EV. Joined Kainos board October 2023 — just 18 months before being asked to step into both SID and Audit Chair roles in September 2024 after Andy Malpass's nine-year retirement. Strong technical software pedigree; no Kainos shareholding.
Katie Davis — NED & Remco Chair (leaving). Ex-Accenture partner, then senior UK central-government IT roles (Cabinet Office, Home Office, NHS). On the board since November 2019. On 28 April 2026 the Company announced she will not stand for re-election at the 2026 AGM, removing the Remuneration Committee Chair and the only non-Audit committee specialist with public-sector IT depth.
Shruthi Chindalur — NED. Joined September 2025, addressing the Listing-Rule ethnic-diversity gap and rebuilding the Audit Committee back to three members. Limited public footprint as of mid-FY26.
Succession concern. Russell Sloan was anointed CEO in September 2023 and removed in December 2024 — a 14-month tenure that ended without disclosed cause. The Board's solution was to bring back the 58-year-old founder-CEO. The Nominations Committee report flags that "some of our most senior leaders could reach retirement age around the same time." A second succession is now an urgent, unsolved problem rather than a long-term consideration.
What They Get Paid
CEO pay is unusually low for a FTSE 250 company: $129k for Mooney's three-and-a-half months back in the chair, on a $293,400 annualised base — and even Sloan's $492,000 full-year base would have placed him in the bottom decile of FTSE 250 CEOs. The CEO pay ratio at the median UK employee is 7:1, down from 8.9:1 last year; broader FTSE 250 typical is 30–60:1.
The 2022 PSP cohort, which ran exactly through the FY25 reset, vested at just 20% — EPS growth came in negative against a 5% threshold, the TSR comparator (FTSE techMARK) wasn't beaten, and only the Responsible Company strand (66.7% of its targets met) paid out. Annual bonus paid 30% of target against the $114.2m adjusted-PBT goal that was missed at $84.9m. Both signals are unusual: this is a Remco that lets plans miss when the business misses.
Severance was per policy, not generosity. Sloan exits as a "good leaver": 12 months notice salary, pro-rated FY25 bonus, retained unvested PSPs subject to original performance conditions and time pro-ration, plus $13k legal fees. No discretionary uplift, no walk-away cash bonus, no accelerated vesting. Two-year share-retention period applies.
Are They Aligned?
Yes — and the alignment is the strongest single argument for the stock at the management layer. Insiders and connected founders own roughly 23% of the equity; the CEO's personal stake is 800× his cash compensation; capital allocation in FY25 returned $75.7m through $46.2m dividends and a $29.5m completed buyback (a second $38.8m programme finished May 2025 and a third was announced November 2025).
Skin-in-the-game (out of 10)
Insider + founder ownership
FY25 cash returned ($m)
CEO : median UK employee
Skin-in-the-game — score 9/10. The CEO holds 8.59% personally; the CFO 3.75%; the founding Gannon family another 8.43% (Paul + Dr Brian); Qubis (Queen's University Belfast tech-transfer arm and the original 1986 JV partner) another 9.89%. Both Executive Directors clear the 200%-of-salary holding requirement comfortably and post-employment retention is 200% for two years. The only point shy of 10/10 is the Chair and two independent NEDs hold no Kainos stock — Davis owns just 6,400 shares, Blair and Kidd hold none.
Capital allocation: shareholder-friendly, not promotional. In a year of revenue and profit decline (-4% revenue, -25% PBT), management still raised the dividend (28.4p vs 27.3p prior, +4%), completed a $38.8m buyback at an average ~$9.70, and committed to a second $38.8m programme in November 2025 explicitly because management's return-on-capital model improved at lower share prices. Buybacks are paired with cancellation, not held in treasury. No M&A premium-priced empire-building (FY25 saw small bolt-on Davis Pierrynowski in Canada).
Dilution: minimal. PSP grants to the two Executive Directors in FY25 totalled 60,553 options (~0.05% of issued capital). LTIP vesting of the 2021 cohort delivered 4,707 shares to current EDs combined. The 2022 cohort vested only 2,848 shares to McCann and Mooney combined (20% of award). Wider SAYE/SIP plans add modest additional dilution but the company is buying back shares far faster than it is issuing them.
Insider activity. UK PDMR transaction-level data is not centrally aggregated; published trackers (MarketBeat) report no insider purchases or sales in the trailing three months at the time of writing. Mooney's reappointment in December 2024 occurred at ~$10.70 — he did not buy more on returning, but he didn't need to: his existing 8.59% stake is already eight figures.
Related-party. No conflicts arose during FY25 per the Directors' Report. Qubis is a long-standing strategic/legacy shareholder (the Queen's University Belfast spinout vehicle that founded Kainos in 1986 alongside Fujitsu) but has no board seat or special rights. The Gannon family is a co-founder cap-table relic without a board seat. There are no agreements with controlling shareholders and no securities with special voting rights — voting is one-share-one-vote.
Board Quality
A small board with deep technology operating experience but real composition gaps: ethnic diversity only just achieved post-FY25, the Senior Independent Director and the Audit Chair are the same person (Kidd), and the Remuneration Chair has just resigned. The Audit Committee fell to two members for nearly a year — non-compliant with Code Provision 24 — until Chindalur joined in September 2025.
Board expertise scorecard — 1 = the criterion is present for that director, 0 = not present.
ISS reads the same picture: audit policies and shareholder-rights provisions are best-in-class (one-share-one-vote, no poison pill, full annual director election, binding remuneration vote), while board and compensation sit mid-pack — driven by the small board, single-person SID/Audit-Chair overlap, and discretionary remuneration choices that go beyond pure formula.
Audit committee Code breach (now resolved). From 24 September 2024 to 23 September 2025 the Audit and Risk Committee comprised only two NEDs (Kidd, Davis), below the Code Provision 24 minimum of three. Compliance was restored when Shruthi Chindalur joined the committee at the September 2025 AGM. The same window also covered KPMG audit-partner rotation (Poole → Savage). No accounting issues flagged in audit reports or by KPMG; no non-audit fees beyond an interim review.
The Brendan Mooney evaluation gap. The Board's January 2025 internal evaluation explicitly excluded Mooney from the process because he had only just rejoined. The November 2024 NED-only meeting on the Chair's performance also did not happen because Burnet had just left and Blair had just arrived. Both are defensible, but together the FY25 governance cycle ran without an evaluation of either of the two most senior leaders.
The Verdict
Grade: B+ — strong alignment, modest pay, plans with teeth, but real composition and succession gaps.
Governance grade: B+
Strongest positives. Founder CEO with $91m of personal stock; a CFO who's been the continuity executive through two CEO transitions; insiders and founders together own roughly 23% of the company; pay structures that actually paid 30% in a missed-target year; a Remuneration policy approved with 97.6% support and an Annual Report on Remuneration approved with 95.2%; $75.7m of cash returned to shareholders in a single fiscal year despite revenue and profit decline; ISS audit and shareholder-rights pillars at decile 1.
Real concerns. A 14-month CEO succession that failed and forced the founder back at age 58 — without a clear next plan; a one-year breach of the Audit Committee composition rule that only ended in September 2025; an ethnically homogenous board that only changed in September 2025; the Remuneration Committee Chair has just announced she will not stand for re-election. The independent-NED bench is small, fresh, and shrinking before it has stabilised.
What would upgrade this to A-. A successful external CEO recruit with material own-purchase share holding, plus completion of a board refresh that adds one more genuinely independent NED with software/operating experience. Both are stated objectives.
What would downgrade this to B-. A second discretionary CEO change at policy expense; a material related-party transaction with the Mooney or Gannon families; or a buyback paused while option grants accelerate. None of these are indicated by current behaviour.