Gottesman Noam 4

What Happened

• Noam Gottesman, a director and co‑chair of Nomad Foods (NOMD), was reported as receiving a grant/award of 1,000,000 derivative shares on May 7, 2026. The reported acquisition price was $0.00 (i.e., a derivative award/option-style grant), so there was no cash outlay reported at grant.

Key Details

• Transaction date and terms: May 7, 2026; 1,000,000 derivative shares granted at $0.00.
• Shares owned after transaction: Not specified in the provided filing summary.
• Footnote highlights:
  • F1: These shares are held indirectly by TOMS Capital Investments LLC (through a wholly owned subsidiary); Gottesman controls and indirectly owns 100% of TOMS Capital’s interests but disclaims beneficial ownership to the extent of his pecuniary interest.
  • F2: Vesting/exercise is contingent on (i) Gottesman satisfying a share purchase component under the Issuer’s Co‑Investment and Share Option Matching Sub Plan between May 5, 2025 and June 5, 2027, and (ii) the Issuer achieving a specified share price performance target during May 7, 2026–May 7, 2031. If met, options vest/exercisable on the later of May 7, 2029 or achievement of the performance target.
• Filing timeliness: Reported May 8, 2026 for a May 7, 2026 transaction (no late filing indicated in the provided data).

Context

• This is a derivative award with multi-year vesting and a performance condition; it does not reflect immediate share ownership or a cash sale. Such grants create potential future upside if purchase and performance conditions are met, but they are contingent and may not result in issued shares unless/when vesting and exercise conditions are satisfied.