Nomad Foods (NYSE: NOMD) grants 1M stock options to co-chair Noam Gottesman
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Gottesman Noam reported acquisition or exercise transactions in this Form 4 filing.
Nomad Foods director and co-chair Noam Gottesman reported a compensation-related award of stock options. He received 1,000,000 stock options to buy Ordinary Shares at $10.14 per share, expiring on May 7, 2031. The options vest only if he meets co-investment requirements under the Issuer's Co-Investment and Share Option Matching Sub Plan between May 5, 2025 and June 5, 2027, and the company achieves a specified share price performance target during the period from May 7, 2026 to May 7, 2031. Vesting, if it occurs, will be on the later of May 7, 2029 or achievement of that performance target.
Following the reported positions, Gottesman holds 3,871,541 Ordinary Shares directly and 6,708,560 Ordinary Shares indirectly through TOMS Capital Investments LLC. The footnote states he controls, and indirectly owns, 100% of that LLC's interests in these shares and disclaims beneficial ownership to the extent of his pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Gottesman Noam
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Stock Options (Right to Buy) | 1,000,000 | $0.00 | -- |
| holding | Ordinary Shares | -- | -- | -- |
| holding | Ordinary Shares | -- | -- | -- |
Holdings After Transaction:
Stock Options (Right to Buy) — 1,000,000 shares (Direct, null);
Ordinary Shares — 3,871,541 shares (Direct, null);
Ordinary Shares — 6,708,560 shares (Indirect, By LLC)
Footnotes (1)
- These shares are held indirectly by TOMS Capital Investments LLC, a Delaware limited liability company through a wholly-owned subsidiary. The Reporting Person controls, and indirectly owns, 100% of TOMS Capital Investments LLC's interests in these shares. The Reporting Person disclaims beneficial ownership of such shares to the extent of his pecuniary interest therein. Subject to (i) the Reporting Person satisfying the share purchase component under the Issuer's Co-Investment and Share Option Matching Sub Plan (the "Sub Plan") between May 5, 2025 and June 5, 2027 and (ii) the Issuer's achievement of the share price performance target during the period beginning May 7, 2026 and ending on May 7, 2031 (the "Performance Period"), the Options will vest and become exercisable, if at all, on the later of (x) May 7, 2029 and (y) the achievement of the specified share price performance target during the Performance Period.
Key Figures
Options granted: 1,000,000 options
Option exercise price: $10.14 per share
Option expiration: May 7, 2031
+5 more
8 metrics
Options granted
1,000,000 options
Stock Options (Right to Buy) granted to Noam Gottesman
Option exercise price
$10.14 per share
Conversion or exercise price of granted options
Option expiration
May 7, 2031
Expiration date of 1,000,000 stock options
Direct share holdings
3,871,541 Ordinary Shares
Total shares following transaction, direct ownership
Indirect share holdings
6,708,560 Ordinary Shares
Total shares following transaction, held via TOMS Capital Investments LLC
Co-investment window
May 5, 2025–June 5, 2027
Period to satisfy Sub Plan share purchase component
Performance Period
May 7, 2026–May 7, 2031
Window for share price performance target
Vesting reference date
May 7, 2029
Options vest on this date or later upon target achievement
Key Terms
Co-Investment and Share Option Matching Sub Plan, Performance Period, stock options (Right to Buy), beneficial ownership, +1 more
5 terms
Performance Period financial
"during the period beginning May 7, 2026 and ending on May 7, 2031 (the "Performance Period")"
The performance period is the specific time span over which an investment’s results, an employee’s targets, or a fund’s returns are measured and judged. It matters to investors because the length and start/end of that window determine which gains or losses count toward performance fees, bonus payouts, or benchmark comparisons—much like timing a race decides who wins, the chosen period can change whether results look strong or weak.
stock options (Right to Buy) financial
"Stock Options (Right to Buy) with underlying security title Ordinary Shares"
beneficial ownership financial
"The Reporting Person disclaims beneficial ownership of such shares to the extent of his pecuniary interest therein"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
FAQ
What did Nomad Foods (NOMD) director Noam Gottesman receive in this Form 4?
Noam Gottesman received a grant of 1,000,000 stock options to buy Nomad Foods Ordinary Shares at $10.14 per share. These options are part of a compensation arrangement and are subject to both co-investment and share price performance conditions before they vest.
What conditions apply to Noam Gottesman’s 1,000,000 Nomad Foods (NOMD) stock options?
The options require Gottesman to satisfy a share purchase component under the Co-Investment and Share Option Matching Sub Plan between May 5, 2025 and June 5, 2027. Nomad Foods must also reach a specified share price target during May 7, 2026 to May 7, 2031.
When will Noam Gottesman’s Nomad Foods (NOMD) options vest and become exercisable?
If the co-investment and performance conditions are met, the 1,000,000 options will vest and become exercisable on the later of May 7, 2029 and the date Nomad Foods achieves the specified share price performance target during the defined Performance Period.
What is the exercise price and expiration date of the Nomad Foods (NOMD) options granted to Noam Gottesman?
The 1,000,000 stock options have an exercise price of $10.14 per Ordinary Share and an expiration date of May 7, 2031. They represent a long-dated incentive award tied to both personal co-investment and Nomad Foods’ share price performance.