PDMR notification - grant of LTIP and RSP awards

22 June 2022

TRUSTPILOT GROUP PLC

Notification and public disclosure of transactions by PDMR

Grant of LTIP Award

Trustpilot Group plc (the "Company") announces that on 20 June 2022 the following award over ordinary shares of 1 pence each in the Company was granted under the Trustpilot Group plc Long Term Incentive Plan (LTIP) to the following person discharging managerial responsibilities:

The award was granted as a conditional award and will ordinarily vest on 20 June 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 vesting of 55% of such award (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% of such award (the "ARR Part") is 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 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% of such award (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% 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 award 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.

Grant of RSP Awards

Trustpilot Group plc (the "Company") announces that on 20 June 2022 the following awards over ordinary shares of 1 pence each in the Company were granted under the Trustpilot Group plc Restricted Share Plan (RSP) to the following person discharging managerial responsibilities:

The awards were granted as conditional awards. 

The first award above will ordinarily vest on 1 April 2023 (69.52%) and 1 April 2024 (30.48%). 

The second award above will ordinarily vest on 1 April 2023 (25%), 1 April 2024 (25%), 1 April 2025 (25%) and 1 April 2026 (25%). 

In each case, vesting is subject to the grantee's continued service.

The Remuneration Committee retains a power to moderate the vesting levels from awards if this is appropriate in all of the circumstances, including consideration of shareholder experience or the performance of the Company.

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

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