
No LTIPs were due to vest by reference to a performance
period ending in 2022. An award under the LTIP was made to
both Peter Holten Mühlmann and Hanno Damm over shares
worth 200% of base salary in April 2022. This award will be
measured on relative TSR (55%), ARR growth (25%) and
Trust (20%) over three years, vesting in April 2025. A further
two-year holding period will apply to any shares vesting
under the LTIP to the Executive Directors, after tax.
Overall, the Remuneration Committee is satisfied that
executive remuneration in the year was appropriate, and
thatthe annual bonus outturn was a fair reflection of the
Company’s performance in the year. Total remuneration
forthe Executive Directors was in line with the intended
operation of the Policy, given performance, and believes
thatthe ratio of CEO to employee pay is appropriate.
Implementation of Directors’ Remuneration Policy in FY23
The Policy operated as intended in 2022 with regard to
quantum and performance; the Committee believes the
annual bonus outturn was a fair reflection of performance in
the year. No significant changes are proposed to executive
remuneration for 2023. The Directors’ Remuneration Policy
was approved by shareholders in May with near unanimous
support and, although the Policy provides flexibility to
increase the opportunities available under the annual
bonusand LTIP, we are not proposing increasing these
asapercentage of salary for 2023.
Base salaries for the Executive Directors increased by 3%
with effect from 1 March 2022, to DKK 4,284,571 for the CEO
and USD 472,101 for the CFO. By comparison, the average
salary increase awarded under the salary review to the wider
Trustie population was 5.8%.
Pension contributions were increased from 3% to 4% for
Trusties in the US with effect from 1 January 2023. The CFO’s
pension is limited under the Policy at the level available to other
Trusties in the US and so this increase applies to Hanno Damm.
In practice, however, caps on 401k matches mean that Hanno
will not be able to utilise thisincrease.
The maximum annual bonus opportunity will continue to be
125% of salary, with 25% of bonus outcomes (net of tax)
deferred in shares. For 2023, the bonus measures will be a
combination of ARR and Adjusted EBITDA** (75%),
employee engagement (15%) and Trust (10%). Additionally,
an Adjusted EBITDA underpin will apply under which annual
bonus will be reduced, potentially to zero, to the extent that
the underpin is not met.
LTIP awards will be granted for 2023 over shares equal to
200% of salary. The Remuneration Committee believes that
this award level remains appropriate for 2023. Although
Trustpilot’s share price has fallen since the April 2022 grants,
the use of a three-month averaging period for determining
the number of shares under award helps to mitigate this and
ensures that awards are not unfairly influenced by short-term
spikes. Applying this policy in 2022 reduced the number of
shares which we may otherwise have awarded. The 2023
awards will vest on the third anniversary of grant, with a
further two-year holding period applying to the Executive
Directors. The measures for 2023 will be relative TSR (75%)
and Trust (25%). This is a simplfication and addresses having
the same financial metric in both bonus and LTIP.
Conclusion
We remain committed to a responsible approach to executive
pay, as I trust our approach for 2023 demonstrates. The
Committee recognises the importance of developing a
closerelationship with shareholders in facilitating its work
indeveloping our pay arrangements. I am happy to meet
orspeak with shareholders if there are any questions or
feedback on our approach to executive remuneration or this
report. I will be attending the AGM on 23 May 2023 and
would welcome your questions – and you can also contact
me through our Company Secretary, Carolyn Jameson.
At the AGM on 23 May 2023, Shareholders will be asked to
approve an advisory resolution to approve both this annual
statement and the annual report on remuneration. I look
forward to receiving your support.
Angela Seymour-Jackson
Chair of the Remuneration Committee
20 March 2023
Annual statement from the Chair of the Remuneration Committee continued
In my role as Designated Non-Executive Director for
employee engagement, I hosted a number of sessions
alongside my Board colleagues to engage with Trusties in
theyear. In one of these sessions, I engaged specifically
onexecutive remuneration and how this links with wider
workforce pay. We will continue these sessions in2023.
A significant proportion of our workforce has share interests
acquired through our broadly-based share plans:
• Our warrants program, under which market-value warrants
held prior to the IPO in the Company’s subsidiary,
Trustpilot A/S, were replaced by warrants in the Company
as part of the IPO Restructuring.
• Our Restricted Share Plan and Long-Term Incentive Plan,
each established at the time of our IPO.
Our Executive Directors directly hold shares in the Company,
as well as holding share interests through the Warrants
Program and LTIP (see page 139 for details). These holdings,
along with annual bonus deferral, LTIP holding periods and
post-cessation shareholding guidelines, enhance the
alignment of interests between our Executive Directors and
shareholders, and contribute to appropriate risk mitigation.
Remuneration in FY22
Base salaries for Peter Holten Mühlmann and Hanno Damm
were set at DKK 4,159,778 and USD 458,350, respectively,
with effect from 1 January 2022.
The maximum annual bonus for Executive Directors in 2022
was 125% of salary, with 50% of maximum payable for
achieving performance in line with targets. The annual bonus
was measured on ARR (50%), Active consumers (20%),
Active domains (20%) and Trust (10%). As I have touched
onabove, Management has taken difficult decisions for the
long-term benefit of the Company this year, which have
impacted on the ability to achieve bonus targets, in
particularfor the ARR measure. The annual bonus for 2022
paid out 35.7% of maximum. The Committee believes that
this formulaic outturn is appropriate and did not apply
discretion to amend this. In line with our Policy, 25% of
bonus outcomes (net of tax) for the Executive Directors is
required to be deferred in shares for two years.
** Alternative performance measure (APM) – further detail available in note 4
Trustpilot
Annual report 2022
2.Strategic report 4.Financial statements
132
3.Governance1.Overview