REG - Trifast PLC - Proposed new Directors Remuneration Policy

TrifastAnnouncement

27/08/2024 09:30

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RNS Number : 8215B  Trifast PLC  27 August 2024

 

 

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 (mailto:Companysecretariat@trifast.com) .

 

 

 Enquiries, please contact
 Trifast plc
 Christopher Morgan, Company Secretary  Tel: +44 (0) 1825 747630

                                        Shareholders: Companysecretariat@trifast.com
                                        (mailto: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
(https://www.londonstockexchange.com/stock/TRI/trifast-plc/company-page)

website: www.trifast.com (http://www.trifast.com)

LinkedIn: www.linkedin.com/company/tr-fastenings
(http://www.linkedin.com/company/tr-fastenings)

X: www.x.com/trfastenings (http://www.x.com/trfastenings)

Facebook: www.facebook.com/trfastenings (http://www.facebook.com/trfastenings)
 

 

 

Note

Trifast, TR and TR Fastenings are registered trademarks of the Company

LEI number: 213800WFIVE6RWK3CR22

 

 

 

 

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