8 April 2022
TRUSTPILOT GROUP PLC
Notification and public disclosure of transactions by PDMRs
Grant of LTIP Awards
Trustpilot Group plc (the "Company") announces that on 5 April 2022 the following awards over ordinary shares of 1 pence each in the Company were granted under the Trustpilot Group plc Long Term Incentive Plan (LTIP) to the following person(s) discharging managerial responsibilities:
| Participant | Position | No. of Shares under Award |
| Peter Mühlmann | Founder & Chief Executive Officer | 535,318 |
| Hanno Damm | Chief Financial Officer | 397,153 |
| Tim Hilpert | Chief Operating Officer | 512,519 |
| Carolyn Jameson | Chief Trust Officer | 215,668 |
| Donna Murray Vilhelmsen | Chief People Officer | 186,657 |
| Alicia Skubick | Chief Marketing Officer | 175,546 |
The awards were granted as conditional awards and will ordinarily vest on 5 April 2025, 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 granted to Peter Mühlmann and Hanno Damm are subject to a two year post vesting holding period.
The vesting of 55 per cent. of such awards (the "TSR Part") is subject to the Company's total shareholder return ("TSR") performance over a three year period that commenced on 5 April 2022 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 5 April 2022. One quarter of the TSR Part will 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") is subject to the compound annual growth rate ("CAGR") in the Group's annual recuring revenue ("ARR") over the period 1 January 2022 to 31 December 2024. One quarter of the ARR Part will vest for CAGR in ARR over the measurement period of 20 percent and thereafter on a straight line basis to full vesting of the ARR Part for CAGR in ARR over the measurement period of 30 percent (or better).
The vesting of 20 per cent. of such awards (the "TrustScore Part") is subject to targets set for the average of the TrustScores (trust performance measures) taken at the end of 2022, 2023 and 2024 respectively. The TrustScore Part target will be stepped between 3.5 and 3.75 (at which point 50 per cent of the TrustScore Part will vest), and thereafter it will be measured on a straight line basis up to the maximum.
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 | 1. Peter Mühlmann2. Hanno Damm3. Tim Hilpert4. Carolyn Jameson5. Donna Murray Vilhelmsen6. Alicia Skubick | ||
| (b) | Position/status | 1. Founder & Chief Executive Officer / PDMR2. Chief Financial Officer / PDMR3. Chief Operating Officer / PDMR4. Chief Trust Officer / PDMR5. Chief People Officer / PDMR6. Chief Marketing Officer / PDMR
| ||
| (c) | Initial notification/amendment | Initial Notification | ||
| 2. | 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 and identification code | Ordinary shares of GBP 0.01 each in Trustpilot Group plc (LEI: 2138002ILUNMGNPSGG46) ISIN: 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) |
|
|
|
| 1. Nil 2. Nil 3. Nil 4. Nil 5. Nil 6. Nil | 1. 535,318 2. 397,153 3. 512,519 4. 215,668 5. 186,657 6. 175,546 |
|
| (d) | Aggregated information/Aggregated volume Price | N/A - single transactions | ||
| (e) | Date of the transaction | 2022-04-05 (UTC+1) | ||
| (f) | Place of the transaction | Outside a trading venue | ||
Enquiries:
| Investor Relations: | Derek Brown (Head of Investor Relations) +44 20 4534 5222 |
|
| Tulchan Communications James Macey White Matt Low
+44 20 7353 4200 |
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