PDMR notification - grant of LTIP awards

Trustpilot Group plc

31 March 2021

TRUSTPILOT GROUP PLC

Notification and public disclosure of transactions by PDMRS

Grant of LTIP Awards

Trustpilot Group plc (the "Company") announces that on 31 March 2021 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:

The awards were granted as conditional awards and will ordinarily vest on 1 April 2024, 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 the date of the Company's Admission to trading on the London Stock Exchange 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 such Admission. 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 2021 to 31 December 2023. 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 "Trust Measure Part") is subject to targets set for the average of the trust performance measures taken at the end of 2021, 2022 and 2023 respectively. One quarter of the Trust Measure Part shall vest for threshold performance, rising on a straight line basis for full vesting for stretch performance 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 information set out below is provided in accordance with the requirements of Article 19(3) of the Market Abuse Regulation (EU) No 596/2014.

Enquiries: 

Carolyn Jameson, Company Secretary, Trustpilot Group plc

[email protected]