BALDEW RUBEN 4
4 · Nomad Foods Ltd · Filed May 8, 2026
Research Summary
AI-generated summary of this filing
Nomad Foods (NOMD) CFO Baldew Ruben Receives 1.85M Share Award
What Happened
Baldew Ruben, Chief Financial Officer of Nomad Foods Ltd (NOMD), was granted an award representing 1,850,000 derivative shares on May 7, 2026. The Form 4 reports the acquisition price as $0.00 (award/grant), meaning these are not an open‑market purchase but compensation subject to vesting and performance conditions.
Key Details
- Transaction date: 2026-05-07; Form 4 filed 2026-05-08 (filing appears timely).
- Reported amount: 1,850,000 derivative shares; reported price: $0.00 (code A = award/grant).
- Shares owned after transaction: not specified in the provided filing data.
- Notable footnotes from the filing:
- F1: Includes 184,991 Restricted Share Units (RSUs) that will vest on June 17, 2027.
- F2–F3: Some awards are options tied to a co‑investment/sub‑plan (purchase window May 5, 2025–June 5, 2027) and to share‑price performance over May 7, 2026–May 7, 2031; vesting of those options occurs no earlier than May 7, 2029 and may be reduced if lower performance thresholds are met.
- F4–F7: Performance‑Based Share Units (PSUs) are contingent rights to receive ordinary shares, earned based on three‑year performance periods and vesting on Feb 28 of 2027, 2028 or 2029 depending on the grant tranche.
- Filing timeliness: Filed one day after the grant date (within standard Form 4 deadlines).
Context
This was a compensation grant (derivative award) rather than an open‑market buy or sale. Many of the granted units are subject to time and/or performance vesting, so they do not represent immediately tradable shares or an immediate cash outlay by the insider. The economic value that Ruben may ultimately realize depends on vesting outcomes, any exercise of options, and future share price performance.
Insider Transaction Report
- Award
Stock Options (Right to Buy)
[F2][F3]2026-05-07+1,850,000→ 1,850,000 totalExercise: $10.14Exp: 2031-05-07→ Ordinary Shares (1,850,000 underlying)
- 324,151
Ordinary Shares
[F1] - 44,248
Performance Based Share Units
[F4][F5]→ Ordinary Shares (44,248 underlying) - 44,696
Performance Based Share Units
[F4][F6]→ Ordinary Shares (44,696 underlying) - 119,904
Performance Based Share Units
[F4][F7]→ Ordinary Shares (119,904 underlying)
Footnotes (7)
- [F1]Includes 184,991 Restricted Share Units which will vest on June 17, 2027.
- [F2]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 certain share price performance targets 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 targets during the Performance Period.
- [F3]The number of options set forth herein represents the maximum number of options that are eligible to vest under the option agreement if the Issuer achieves the maximum specified share price performance target during the Performance Period and such number of options eligible to vest will be reduced to 87.5%, 75%, 50%, 20% or 0% of the number of options reported herein to the extent that the Issuer achieves one or more lower specified share price performance targets during the Performance Period.
- [F4]Each Performance Based Share Unit ("PSU") represents a contingent right to receive one Ordinary Share of the Issuer.
- [F5]These PSUs will be earned based upon the Issuer's performance during the three-year performance period. Once earned, the performance based share units will vest on February 28, 2027.
- [F6]These PSUs will be earned based upon the Issuer's performance during the three-year performance period. Once earned, the performance based share units will vest on February 28, 2028.
- [F7]These PSUs will be earned based upon the Issuer's performance during the three-year performance period. Once earned, the performance based share units will best on February 28, 2029.