Surrender and grant of options and PDMR dealings
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Feedback plc (AIM: FDBK, "Feedback" or the "Company"), the clinical infrastructure specialist company, announces changes to its share option schemes in order to appropriately incentivise and retain talent, as well as to ensure their interests are aligned with that of the Company and its shareholders, being the surrender of options over ordinary shares of 1p each in the capital Company ("Ordinary Shares") and the concurrent grant of new options over Ordinary Shares under the Company's EMI and Non tax-advantaged share option Schemes (the "Options"). This includes the surrender of options by, and the grant of Options to, Executive Directors and persons discharging managerial responsibilities (PDMRs) of the Company.
The Board recognises the importance of share options to appropriately incentivise and retain talent, as well as to ensure their interests are aligned with that of the Company and its shareholders. Following a review, the Remuneration Committee of the Company recommended that the terms of the existing share option grants for employees and directors were no longer appropriate, and the Board adopted in full its recommendations that they should be replaced to re-align grants under the share option schemes with the current strategic focus of the Company.
Accordingly, 976,420 share options shall be surrendered for nominal consideration by mutual agreement, immediately prior to the grant of new Options as detailed below.
Grant of Options
3,505,169 Options are being granted to the Executive Directors and other PDMRs as set out below (being 89.4 percent. of the new Options granted). The Options will vest in four equal tranches, conditional on achieving certain targets as follows:
- 25% vest immediately - to create a retention mechanism from grant;
- 25% vest on Reported Revenue of £8.0m;
- 25% vest on Reported Revenue of £12.0m; and
- 25% vest on Reported Revenue of £20.0m.
"Reported Revenue" is either:
- a year's revenue reported in the full year audited financial statements; or
- 12 months' revenue being H2 of the last full year audited financial statements plus H1 of the last published interim financial statements.
Options being granted to the Executive Directors and PDMRs which are subject to the vesting conditions above:
| Surrendered options | New Options granted / grant date | Resultant number of options held | |
|---|---|---|---|
| Tom Oakley, CEO | 533,385 | 550,668 Non tax-Advantaged Options / 14/01/2025 1,201,918 EMI Options / 14/01/2025 | 1,752,586 |
| Anesh Patel, CFO | 266,692 | 42,930 EMI Options / 14/01/2025 833,361 EMI Options / 25/02/2025 | 876,291 |
| Michael Hayball, CTO* | 20,065 | 219,073 EMI Options / 14/01/2025 | 219,073 |
| Stephen Brown, Chief Regulatory & Compliance Officer | 20,065 | 219,073 EMI Options / 14/01/2025 | 219,073 |
| Stephen McAteer, COO* | 20,065 | 219,073 EMI Options / 14/01/2025 | 219,073 |
| Nicholas Mayhew, Chief Sales & Marketing Officer* | 20,065 | 219,073 EMI Options / 14/01/2025 | 219,073 |
* Employed by Feedback Medical Limited, a 100% subsidiary of Feedback plc.
Non tax-advantaged Options granted on 14/01/2025 to the Executive Directors and PDMRs above have an exercise price of 1 pence per share, being the nominal value per Ordinary Share reflecting the non-tax-advantaged nature of these Options.
EMI Options granted on 14/01/2025 to the Executive Directors and PDMRs above have an exercise price of 20.8 pence per share, being equal to the closing share price on the last trading day before the grant and representing a premium of 4% to the price at which the Company last completed an equity fundraise in November 2024 (20 pence).
EMI Options awarded with a grant date of 25/02/2025 to the Executive Directors and PDMRs above will have an exercise price being the higher of 20 pence per share or the closing share price on the last trading day before such grant.
In addition, Rory Shaw, Non-Executive Chairman and PDMR, has been granted 100,000 Non tax-Advantaged Options on 14/01/2025 primarily for retention purposes. Alongside the Executive management team, Rory has key relationships with NHS bodies which are potential customers for the Company's products. These Non tax-Advantaged Options have an exercise price of 20 pence and are subject to time-based vesting conditions only with the options vesting in equal monthly tranches over three years. Following the grant of Options, Rory Shaw will hold a total of 187,000 options, including 87,000 of options previously awarded with exercise prices ranging from 140 - 372 pence.
In addition, 315,700 Options were granted to 16 other employees on 14/01/2025, with the same exercise price and vesting conditions as the Executive Directors and PDMRs as set out above.
The Options are exercisable for a period of 5 years from the vesting date.
Following the surrender of existing options and the grant of new Options, the Company will have a total of 4,010,875 options to subscribe for ordinary shares in the Company in issue, representing 9.2% of the Company's issued share capital at the date of this announcement.
Further information on Feedback and its products can be found on the Company's website: https://feedbackmedical.com.
| a) | Name | Rory Shaw |
| 2 | Reason for the notification | |
| a) | Position/status | PDMR - Non-Executive Chairman |
| b) | Initial notification /Amendment | Initial |
| a) | Name | Feedback plc |
| b) | LEI | 213800UGOF2GT2U2RV90 |
| a) | Description of the financial instrument, type of instrument Identification code | Non-tax-advantaged Options to subscribe for Ordinary Shares of 1p each GB00BJN59X09 |
| b) | Nature of the transaction | Grant of options to subscribe for Ordinary Shares |
| c) | Price(s) and volume(s) | Price(s) Volume(s) Exercise price of 20p 100,000 |
| d) | Aggregated information - Aggregated volume - Price | N/A |
| e) | Date of the transaction | 14/01/2025 |
| f) | Place of the transaction | Outside a trading venue |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Tom Oakley |
| 2 | Reason for the notification | |
| a) | Position/status | PDMR - Chief Executive Officer |
| b) | Initial notification /Amendment | Initial |
| a) | Name | Feedback plc |
| b) | LEI | 213800UGOF2GT2U2RV90 |
| a) | Description of the financial instrument, type of instrument Identification code | EMI Options and Non-tax-advantaged Options to subscribe for Ordinary Shares of 1p each GB00BJN59X09 |
| b) | Nature of the transaction | Surrender of options to subscribe for Ordinary Shares for nominal consideration; and Grant of options to subscribe for Ordinary Shares |
| c) | Price(s) and volume(s) | Price(s) Volume(s) Nil 533,385 SURRENDERED Exercise price of 1p 550,668 GRANTED Exercise price of 20.8p 1,201,918 GRANTED |
| d) | Aggregated information - Aggregated volume - Price | See above |
| e) | Date of the transaction | 14/01/2025 |
| f) | Place of the transaction | Outside a trading venue |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Anesh Patel |
| 2 | Reason for the notification | |
| a) | Position/status | PDMR - Chief Financial Officer |
| b) | Initial notification /Amendment | Initial |
| a) | Name | Feedback plc |
| b) | LEI | 213800UGOF2GT2U2RV90 |
| a) | Description of the financial instrument, type of instrument Identification code | EMI Options and Non-tax-advantaged Options to subscribe for Ordinary Shares of 1p each GB00BJN59X09 |
| b) | Nature of the transaction | Surrender of options to subscribe for Ordinary Shares for nominal consideration; and Grant of options to subscribe for Ordinary Shares |
| c) | Price(s) and volume(s) | Price(s) Volume(s) Nil 266,692 SURRENDERED Exercise price of 20.8p 42,930 GRANTED Exercise price of the higher of 20p or the closing share price on the last trading day before 25/02/2025 833,361 GRANTED |
| d) | Aggregated information - Aggregated volume - Price | See above |
| e) | Date of the transaction | 14/01/2025 |
| f) | Place of the transaction | Outside a trading venue |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Michael Hayball |
| 2 | Reason for the notification | |
| a) | Position/status | PDMR - Chief Technical Officer |
| b) | Initial notification /Amendment | Initial |
| a) | Name | Feedback plc |
| b) | LEI | 213800UGOF2GT2U2RV90 |
| a) | Description of the financial instrument, type of instrument Identification code | EMI Options to subscribe for Ordinary Shares of 1p each GB00BJN59X09 |
| b) | Nature of the transaction | Surrender of options to subscribe for Ordinary Shares for nominal consideration; and Grant of options to subscribe for Ordinary Shares |
| c) | Price(s) and volume(s) | Price(s) Volume(s) Nil 20,065 SURRENDERED Exercise price of 20. 8 p 219,073 GRANTED |
| d) | Aggregated information - Aggregated volume - Price | See above |
| e) | Date of the transaction | 14/01/2025 |
| f) | Place of the transaction | Outside a trading venue |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Stephen McAteer |
| 2 | Reason for the notification | |
| a) | Position/status | PDMR - Chief Operating Officer |
| b) | Initial notification /Amendment | Initial |
| a) | Name | Feedback plc |
| b) | LEI | 213800UGOF2GT2U2RV90 |
| a) | Description of the financial instrument, type of instrument Identification code | EMI Options to subscribe for Ordinary Shares of 1p each GB00BJN59X09 |
| b) | Nature of the transaction | Surrender of options to subscribe for Ordinary Shares for nominal consideration; and Grant of options to subscribe for Ordinary Shares |
| c) | Price(s) and volume(s) | Price(s) Volume(s) Nil 20,065 SURRENDERED Exercise price of 20. 8 p 219,073 GRANTED |
| d) | Aggregated information - Aggregated volume - Price | See above |
| e) | Date of the transaction | 14/01/2025 |
| f) | Place of the transaction | Outside a trading venue |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Nicholas Mayhew |
| 2 | Reason for the notification | |
| a) | Position/status | PDMR - Chief Sales & Marketing Officer |
| b) | Initial notification /Amendment | Initial |
| a) | Name | Feedback plc |
| b) | LEI | 213800UGOF2GT2U2RV90 |
| a) | Description of the financial instrument, type of instrument Identification code | EMI Options to subscribe for Ordinary Shares of 1p each GB00BJN59X09 |
| b) | Nature of the transaction | Surrender of options to subscribe for Ordinary Shares for nominal consideration; and Grant of options to subscribe for Ordinary Shares |
| c) | Price(s) and volume(s) | Price(s) Volume(s) Nil 20,065 SURRENDERED Exercise price of 20. 8 p 219,073 GRANTED |
| d) | Aggregated information - Aggregated volume - Price | See above |
| e) | Date of the transaction | 14/01/2025 |
| f) | Place of the transaction | Outside a trading venue |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Stephen Brown |
| 2 | Reason for the notification | |
| a) | Position/status | PDMR - Chief Regulatory & Compliance Officer |
| b) | Initial notification /Amendment | Initial |
| a) | Name | Feedback plc |
| b) | LEI | 213800UGOF2GT2U2RV90 |
| a) | Description of the financial instrument, type of instrument Identification code | EMI Options to subscribe for Ordinary Shares of 1p each GB00BJN59X09 |
| b) | Nature of the transaction | Surrender of options to subscribe for Ordinary Shares for nominal consideration; and Grant of options to subscribe for Ordinary Shares |
| c) | Price(s) and volume(s) | Price(s) Volume(s) Nil 20,065 SURRENDERED Exercise price of 20. 8 p 219,073 GRANTED |
| d) | Aggregated information - Aggregated volume - Price | See above |
| e) | Date of the transaction | 14/01/2025 |
| f) | Place of the transaction | Outside a trading venue |
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