REG - Trustpilot Group PLC - Director/PDMR Shareholding

TrustpilotAnnouncement

03/04/2025 17:00

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RNS Number : 6014D  Trustpilot Group PLC  03 April 2025

3 April 2025

TRUSTPILOT GROUP PLC

Notification of Transactions by Persons Discharging Managerial
Responsibilities ("PDMRs") and Persons Closely Associated with them

Grant of Long Term Incentive Plan and Deferred Share Bonus Plan Awards

Long Term Incentive Plan Awards

Trustpilot Group plc (the "Company") announces that on 1 April 2025, the
following awards over ordinary shares of £0.01 each in the Company were
granted under the Trustpilot Group plc Long Term Incentive Plan (the "LTIP")
to the following persons discharging managerial responsibilities:

 Participant   Position                  No. of Shares under Award
 Adrian Blair  Chief Executive Officer  419,902
 Hanno Damm    Chief Financial Officer  259,836

 

The awards above were granted as conditional awards and will ordinarily vest
on 1 April 2028, subject to the grantee's continued service and the
Remuneration Committee's assessment of the extent to which the award's
performance conditions are satisfied. The awards above are subject to a
two-year post-vesting holding period.

The vesting of 75 per cent. of such awards (the "Relative TSR Part") is
subject to the Company's total shareholder return ("TSR") performance over a
three-year period that commenced on 1 April 2025 relative to the TSR
performance over the same period of the constituents of the FTSE 250 Index
(excluding investment trusts and the Company) as at 1 April 2025. One quarter
of the Relative TSR Part will vest for median ranking performance, rising on a
straight-line basis to full vesting of the Relative TSR Part for upper
quartile ranking (or better) relative TSR performance.

The vesting of 25 per cent. of such awards (the "EPS Part") is subject to
targets set for growth in adjusted earnings per share ("Adjusted EPS"). One
quarter of the EPS Part will vest for an Adjusted EPS over the measurement
period of 30% compound annual growth rate ("CAGR"), rising on a straight-line
basis to full vesting of the EPS Part for an Adjusted EPS over the measurement
period of 45% CAGR (or better).

As an additional condition, a term of the performance conditions include that
no part of such LTIP awards will vest unless the Remuneration Committee is
satisfied as to overall Company performance over the period until vesting,
and, as required by the UK Corporate Governance Code, the Remuneration
Committee will retain a power to moderate the vesting levels from awards if
this is appropriate in all of the circumstances, including consideration of
shareholder experience.

The following notifications, made pursuant to Article 19 of the UK Market
Abuse Regulation, provide further details.

 1.   Details of PDMR/person closely associated with them (PCA)
 (a)  Name                                                         Adrian Blair
 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                                                         Trustpilot Group plc

 (b)  LEI                                                          2138002ILUNMGNPSGG46
 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  Ordinary shares of GBP 0.01 each

      Identification Code                                          GB00BNK9TP58
 (b)  Nature of the transaction                                    Grant of a conditional award under the Trustpilot Group plc Long Term
                                                                   Incentive Plan
 (c)  Price(s) and volume(s)                                       Price(s)                              Volume(s)
      Nil                                                                                                419,902
 (d)  Aggregated information/Aggregated volume Price               n/a
 (e)  Date of the transaction                                       2025-04-01
 (f)  Place of the transaction                                     Outside of a trading venue

 

 1.   Details of PDMR/person closely associated with them (PCA)
 (a)  Name                                                         Hanno Damm
 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                                                         Trustpilot Group plc

 (b)  LEI                                                          2138002ILUNMGNPSGG46
 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  Ordinary shares of GBP 0.01 each

      Identification Code                                          GB00BNK9TP58
 (b)  Nature of the transaction                                    Grant of a conditional award under the Trustpilot Group plc Long Term
                                                                   Incentive Plan
 (c)  Price(s) and volume(s)                                       Price(s)                              Volume(s)
      Nil                                                                                                259,836
 (d)  Aggregated information/Aggregated volume Price

                                                                   n/a

 (e)  Date of the transaction                                       2025-04-01
 (f)  Place of the transaction                                     Outside of a trading venue

 

Deferred Share Bonus Plan Awards

The Company also announces that on 1 April 2025, conditional awards were made
to the individuals listed below under the Trustpilot Group plc Deferred Share
Bonus Plan ("DSBP") reflecting 25% of the bonus achieved for financial year
2024.

The vesting date for the DSBP awards will normally be two years from the date
of award and the award will be settled by the transfer of existing ordinary
shares of the Company (other than treasury shares).

 

For both the LTIP and the DSBP, the number of awards granted was calculated
using the three-month average share price to 1 April 2025, being the date of
Remuneration Committee approval of grant.

The notification set out below is provided in accordance with the requirements
of Article 19 of the UK Market Abuse Regulation

 1.   Details of the PDMR /person closely associated with them (PCA)
 (a)  Name                                                         Adrian Blair
 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                                                         Trustpilot Group plc

 (b)  LEI                                                          2138002ILUNMGNPSGG46
 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  Ordinary shares of GBP 0.01 each

      Identification Code                                          GB00BNK9TP58
 (b)  Nature of the transaction                                    Conditional award of shares under the Trustpilot Group plc Deferred Share
                                                                   Bonus Plan
 (c)  Price(s) and volume(s)                                       Price(s)                               Volume(s)
      Nil                                                                                                 44,004
 (d)  Aggregated information/Aggregated volume Price               n/a
 (e)  Date of the transaction                                       2025-04-01
 (f)  Place of the transaction                                     Outside a trading venue

 

 1.   Details of the PDMR /person closely associated with them (PCA)
 (a)  Name                                                         Hanno Damm
 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                                                         Trustpilot Group plc

 (b)  LEI                                                          2138002ILUNMGNPSGG46
 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  Ordinary shares of GBP 0.01 each

      Identification Code                                          GB00BNK9TP58
 (b)  Nature of the transaction                                    Conditional award of shares under the Trustpilot Group plc Deferred Share
                                                                   Bonus Plan
 (c)  Price(s) and volume(s)                                       Price(s)                               Volume(s)
      Nil                                                                                                 25,144
 (d)  Aggregated information/Aggregated volume Price               n/a
 (e)  Date of the transaction                                       2025-04-01
 (f)  Place of the transaction                                     Outside a trading venue

 

Enquiries:

Trustpilot

Louise Bryant, Head of Investor Relations

+44 (0) 7813 210 809

 

Financial PR

Headland Consultancy

Stephen Malthouse

Rob Walker

Charlie Pepper

+44 (0)73 1136 9861

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