REG - Trustpilot Group PLC - Director/PDMR Shareholding
16/04/2025 17:00
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250416:nRSP3423Fa&default-theme=true
RNS Number : 3423F Trustpilot Group PLC 16 April 2025
Trustpilot Group plc ("Trustpilot" or the "Company")
Notification of Transactions by Persons Discharging Managerial
Responsibilities ("PDMRs) and Persons Closely Associated with them
Vesting of 2022 awards under the Trustpilot Group plc Long Term Incentive Plan
(the "LTIP")
The Company announces that on 15 April 2025, the following shares, noted in
table 1 below, were released to each of the PDMRs listed following the partial
vesting of awards granted in 2022 under the LTIP. A portion of the shares
awarded to each of the PDMRs was then sold automatically to cover each PDMR's
applicable tax and fee liabilities in respect of the vesting of the share
awards. The remaining shares are subject to a two-year post-vesting holding
period.
The awards were granted in 2022 as conditional awards based on the following
performance conditions:
- The vesting of 55 per cent. of such awards (the "TSR Part") was
subject to the Company's total shareholder return ("TSR") performance over a
three-year period that commenced on the date of grant, relative to the TSR
performance over the same period of the constituents of the FTSE 250 Index
(excluding investment trusts and the Company). One quarter of the TSR Part
would vest for median ranking performance and thereafter on a straight-line
basis to full vesting of the TSR Part for upper quartile ranking (or better)
relative TSR performance;
- The vesting of 25 per cent. of such awards (the "ARR Part") was
subject to the compound annual growth rate ("CAGR") in the Group's annual
recurring revenue ("ARR") over the period 1 January 2022 to 31 December
2024. One quarter of the ARR Part would vest for CAGR in ARR over the
measurement period of 20 per cent. and thereafter on a straight-line basis to
full vesting of the ARR Part for CAGR in ARR over the measurement period of 30
per cent. (or better); and
- The vesting of 20 per cent. of such awards (the "Trust Measure
Part") was subject to targets set for the average of the trust performance
measures taken at the end of 2022, 2023 and 2024 respectively. One half of
the Trust Measure Part would vest for threshold performance (average trust
score of 3.75), rising on a straight-line basis to full vesting for stretch
performance (average trust rating of 4.2) or better.
As an additional condition, a term of the performance conditions included that
no part of such LTIP awards would vest unless the remuneration committee of
the Company's board of directors (the "Remuneration Committee") was satisfied
as to overall Company performance over the period until vesting, and, as
required by the UK Corporate Governance Code, the Remuneration Committee
would retain a power to moderate the vesting levels from awards if this was
appropriate in all of the circumstances, including consideration of
shareholder experience.
The Remuneration Committee completed its assessment of the extent to which the
award's performance conditions were satisfied and concluded as follows: the
Company's TSR over the performance period was in the upper quartile relative
to the comparator group, therefore 100 per cent. of the TSR Part would vest;
the CAGR in the Group's ARR measured 19.4 per cent, resulting in a 0 per cent.
vesting of the ARR Part; and the trust performance measures achieved an
outturn of 4.10, resulting in an 89.1 per cent. vesting of the Trust Measure
Part. The overall vesting percentage in respect of the total grant, was,
therefore, 72.8 per cent. and the Remuneration Committee confirmed this
assessment outcome.
Table 1:
PDMR Position Total number of LTIP awards granted in 2022 Vesting Percentage Shares vested Shares sold to cover applicable tax and fee liabilities Total Vested Shares subject to a two-year holding period
Hanno Damm Chief Financial Officer 397,153 72.8% 289,207 155,209 133,998
Peter Mühlmann Founder and Non-Executive Director* 535,318 72.8% 389,819 1,881 387,938
* Awards granted to Peter Mühlmann when in his role as Chief Executive
Officer.
The relevant notifications set out below are provided in accordance with the
requirements of Article 19 of the UK Market Abuse Regulation.
1. Details of the person discharging managerial responsibilities /person closely
associated with them (PCA)
(a) Name Hanno Damm
2. Reason for the notification
(a) Position/status Chief Financial Officer - PDMR
(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 Vesting of award granted in 2022 under The Trustpilot Group plc Long Term
Incentive Plan. Following vesting, there is a requirement to retain the vested
shares for a period of two additional years during which the PDMR is not
entitled to sell the shares or otherwise deal with them, other than a sale to
cover the tax and fee liabilities arising on vesting.
(c) Price(s) and volume(s) Price(s) Volume(s)
GBP nil 289,207
(d) Aggregated information/Aggregated volume Price n/a single transaction
(e) Date of the transaction 2025-04-15
(f) Place of the transaction Outside a trading venue
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 Sale of shares to cover the applicable tax and fees arising on the vesting of
an award made in 2022 under the Trustpilot Group plc Long Term Incentive Plan
(c) Price(s) and volume(s) Price(s) Volume(s)
GBP 2.086751 each 15
5,
20
9
(d) Aggregated information/Aggregated volume Price n/a single transaction
(e) Date of the transaction 2025-04-15
(f) Place of the transaction London Stock Exchange (XLON)
1. Details of the person discharging managerial responsibilities /person closely
associated with them (PCA)
(a) Name Peter Mühlmann
2. Reason for the notification
(a) Position/status Non-Executive Director - PDMR
(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 Vesting of award granted in 2022 under The Trustpilot Group plc Long Term
Incentive Plan. Following vesting, there is a requirement to retain the vested
shares for a period of two additional years during which the PDMR is not
entitled to sell the shares or otherwise deal with them, other than a sale to
cover the tax and fee liabilities arising on vesting.
(c) Price(s) and volume(s) Price(s) Volume(s)
GBP nil 389,819
(d) Aggregated information/Aggregated volume Price n/a single transaction
(e) Date of the transaction 2025-04-15
(f) Place of the transaction Outside a trading venue
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 Sale of shares to cover the applicable tax and fees arising on the vesting of
an award made in 2022 under the Trustpilot Group plc Long Term Incentive Plan
(c) Price(s) and volume(s) Price(s) Volume(s)
GBP 2.086751 each 1,
88
1
(d) Aggregated information/Aggregated volume Price n/a single transaction
(e) Date of the transaction 2025-04-15
(f) Place of the transaction London Stock Exchange (XLON)
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
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END DSHBUGDSSGBDGULRecent news on Trustpilot
See all newsREG - Trustpilot Group PLC - Holding(s) in Company
AnnouncementREG - Trustpilot Group PLC - Transaction in Own Shares
AnnouncementREG - Trustpilot Group PLC - Total Voting Rights
AnnouncementREG - Trustpilot Group PLC - Transaction in Own Shares
AnnouncementREG - Trustpilot Group PLC - Transaction in Own Shares
Announcement