Tuesday, 27 August
2024
Trifast plc
(Trifast
or the Company)
Proposed new Directors'
Remuneration Policy
Within the Annual report for the
year ended 31 March 2024, the Company outlined details in relation
to the proposed new Directors' Remuneration Policy (New Policy).
A key component of the New Policy is the introduction of a
new equity incentive, the Trifast Executive Turnaround Plan (the
Turnaround Plan) which will closely align the interests of
executive with those of shareholders. Full details of the New
Policy and Turnaround Plan can be read in the 2024 Annual Report on
pages 104 and 131-146 respectively. The New Policy and
Turnaround Plan will be voted on by shareholders at the 2024
AGM.
Recap of the Turnaround Plan
The Committee determined that the
most appropriate approach to align the interests of executives to
shareholders is to grant a special, one-off award in the form of
market priced options with vesting based on hitting specific share
price targets. The Committee intends to award a one-off grant
of market priced options where the exercise price is set equal to
Trifast's share price shortly before the date of grant. It is
intended the options will be granted after the AGM approving the
New Policy and Plan. The maximum award of a fixed number of
market priced options is equivalent to 2.2% of issued share capital
for the CEO and 1.3% of the issued share capital for each other
Executive Director. The options will vest when share price
hurdles have been met during the five-year performance
period. Threshold vesting of 20% will be achieved for
reaching a minimum share price hurdle and vesting then increases in
20% increments up to a maximum vesting at a share price of
£1.40.
Since the publication of the Annual
Report, the Committee has met, and the share price targets
including the minimum share price hurdle associated with the grant
of the market priced options under the New Policy have been
set. The Company is today announcing details of these targets
via RNS to allow time for shareholders to assess the New Policy and
Turnaround Plan with this additional information - these are
detailed below:
|
Share price
target
|
Vesting
level
|
|
90p
|
20%
|
|
102.5p
|
40%
|
|
115p
|
60%
|
|
127.5p
|
80%
|
|
140p
|
100%
|
The options will vest when share
price hurdles have been met during a five-year period beginning on
the date of grant (the 'performance period'). Any options
that have met a share price hurdle, although vested, will be
subject to a continued employment condition. In addition, to
align with the UK Corporate Governance Code, a performance underpin
will apply to the awards such that the Committee will be required
to assess underlying corporate performance ahead of the exercise of
any options.
In determining the appropriate
targets for the grant of market priced options the Committee
considered the following principles: -
|
· Our
major shareholders are strong advocates of absolute return-based
incentives given Trifast's, current position, and of the use of the
use market priced options rather than awarding whole shares to
ensure that management are not rewarded for failure
|
|
· There
is an appropriate balance between stabilising and retaining a
relatively new management team through the build-up of a reasonable
level of equity with a powerful incentive to execute the business
plan and drive shareholder value
|
|
· Threshold vesting is set at a level which ensures that the
executive team is fully aligned from day one
|
|
· Full
vesting reflects truly exceptional performance in the eyes of all
stakeholders.
|
The New Policy and Turnaround Plan
will be put to a binding shareholder vote at the Annual General
Meeting (AGM) on Tuesday, 10 September 2024. Subject to approval by
shareholders, the New Policy will remain in force for three years
and there are no planned changes to it over this period.
Any questions relating to the 2024
Annual report, Notice of Meeting or the New Policy can be
sent to: The Company Secretary, Trifast plc, Trifast House,
Bellbrook Park, Uckfield, East Sussex TN22 1QW, alternatively
email: Companysecretariat@trifast.com.
|
Enquiries, please contact
|
|
Trifast plc
|
|
Christopher Morgan, Company
Secretary
|
Tel: +44 (0) 1825 747630
Shareholders:
Companysecretariat@trifast.com
|
|
|
|
Peel Hunt LLP (Stockbroker & financial
adviser)
|
|
Mike Bell
|
Tel: +44 (0) 20 7418 8900
|
|
|
|
TooleyStreet Communications, (IR & media
relations)
|
|
Fiona Tooley
|
Tel: +44 (0) 7785 703523
|
About
Trifast plc (LSE Main listing: symbol: TRI)
Founded in 1973, Trifast is a
leading international specialist in the design, engineering,
manufacture, and distribution of high-quality industrial fastenings
and Category 'C' components principally to major global assembly
industries.
As an international business we can
provide customer support from across key regions in the UK &
Ireland, Asia, Europe and North America. In addition to our service
locations, we operate several manufacturing facilities focused on
high volume cold forged fasteners and special parts. We have also
established Engineering & innovation centres to support R&D
and customer collaboration across the world.
The Group supplies to customers in
c.70 countries across a wide range of industries, including light
vehicle, heavy vehicle, health & home, energy, tech, &
infrastructure (ET&I), general industrial and
distributors.
As a full-service provider to
multinational OEMs and Tier 1 companies spanning several sectors,
we deliver comprehensive support to our customers across every
requirement, from concept design through to technical engineering
consultancy, manufacturing, supply management and global
logistics.
For
more information, visit:
TRIFAST PLC TRI Stock | London Stock Exchange
website: www.trifast.com
LinkedIn: www.linkedin.com/company/tr-fastenings
X: www.x.com/trfastenings
Facebook: www.facebook.com/trfastenings
Note
Trifast, TR and TR Fastenings are
registered trademarks of the Company
LEI
number: 213800WFIVE6RWK3CR22
