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 a bove 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 Identification Code |
Ordinary shares of GBP 0.01 each 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 Identification Code |
Ordinary shares of GBP 0.01 each 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 Identification Code |
Ordinary shares of GBP 0.01 each 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 Identification Code |
Ordinary shares of GBP 0.01 each 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