TORM plc Long Term Incentive Program

Rhea-AI Summary

TORM plc has announced a new long-term incentive program, granting 1,326,087 Restricted Share Units (RSUs) to certain employees and an additional 255,200 RSUs to Executive Director Jacob Meldgaard. The RSUs are structured as restricted stock options, vesting over three years with one-third vesting annually starting January 1, 2025.

The exercise price is set at DKK 162.38 per TORM A-share, calculated as the 90-day average preceding the 2024 Annual Report plus a 15% premium. Vested RSUs can be exercised within 360 days of each vesting date. The theoretical market value of the RSU allocation is USD 4.1 million, calculated using the Black-Scholes model with a current share price of DKK 120.40 and estimated volatility of 42.5%.

Positive

• Long-term incentive program aligns management interests with shareholders
• 15% premium on exercise price encourages share price appreciation
• Three-year vesting period promotes retention of key employees

Negative

• Potential dilution of existing shareholders upon RSU exercise
• USD 4.1M additional expense impact on P&L statement

Insights

Financial Analyst

TORM's announcement of its Long Term Incentive Program reveals a significant equity-based compensation package with potential implications for shareholder value. The company is granting 1,326,087 RSUs to employees and 255,200 RSUs to Executive Director Jacob Meldgaard, totaling approximately 1.58 million potential new shares upon vesting and exercise.

The theoretical market value of $4.1 million represents a notable compensation expense. With an exercise price of DKK 162.38 (set at a 15% premium to the 90-day average), these RSUs strike a balance between rewarding employees and ensuring alignment with shareholder interests through the premium pricing.

The three-year vesting schedule with one-third vesting annually creates a reasonable retention mechanism while the 360-day exercise window after each vesting date provides flexibility for recipients. The P&L impact will be distributed over the vesting period rather than recognized all at once.

For investors, this program represents modest potential dilution to TORM's outstanding share count of approximately 98 million shares. The 42.5% volatility assumption in the Black-Scholes valuation reflects the shipping industry's inherent cyclicality. While dilutive, such incentive programs are standard practice for public companies to attract and retain talent, particularly in competitive industries like shipping where specialized expertise is valuable.

HELLERUP, Denmark, March 6, 2025 /PRNewswire/ -- In accordance with TORM plc's ("TORM") Remuneration Policy adopted by the Annual General Meeting of TORM plc on 14 April 2021, the Board of Directors has as part of a long-term incentive program decided to grant certain employees (the "Participants") Restricted Share Units ("RSUs") in the form of restricted stock options. The RSUs aim at incentivizing the Participants to seek to improve the performance of TORM and thereby the TORM share price for the mutual benefit of themselves and the shareholders of TORM.

For 2025, the Participants will be granted a total of 1,326,087 RSUs and, subject to vesting, each RSU will entitle the holder to acquire one TORM A-share. The RSUs will vest over a three-year period, with one third of the grant amount vesting at each anniversary during the three-year period starting on 01 January 2025. The exercise price for each TORM A-share is DKK 162.38, corresponding to the average of 90 calendar days preceding the publication of TORM plc's 2024 Annual Report plus a 15% premium. Vested RSUs may be exercised for a period of 360 days from each vesting date.

In addition to the RSUs granted to the Participants, Executive Director Jacob Meldgaard will be granted a total of 255,200 RSUs on similar terms as outlined above.

Holders of the RSUs will have no rights as a shareholder with respect to such RSUs until such time as the RSUs vest, are exercised and TORM A-shares are issued. The RSUs include certain adjustment and acceleration provisions, exercise conditions and other terms customary for restricted stock option programs of this nature.

The theoretical market value of the RSU allocation is calculated at USD 4.1m based on the Black-Scholes model. The key assumptions for the calculation of the market value are:

• The strike price is adjusted for future TORM dividends
• The volatility of the TORM share is estimated at 42.5%
• The risk-free interest rate based upon expiry of the RSUs is based on Danish government bonds with maturity corresponding to the maturity of the individual RSUs. The interest rate is between 1.96% - 2.12% depending on maturity
• A share price of DKK 120.40 per A-share at the time of allocation

The RSU allocation is expected to affect the P&L statement as follows:

USDm	2025	2026	2027	Total
Effect	2.2	1.3	0.6	4.1

 

Contacts

Mikael Bo Larsen, Head of Investor Relations
Tel.: +45 5143 8002

About TORM

TORM is one of the world's leading carriers of refined oil products. TORM operates a fleet of product tanker vessels with a strong commitment to safety. environmental responsibility and customer service. TORM was founded in 1889 and conducts business worldwide. TORM's shares are listed on Nasdaq in Copenhagen and on Nasdaq in New York (ticker: TRMD A and TRMD. ISIN: GB00BZ3CNK81). For further information, please visit www.torm.com. 

Safe Harbor Statement as to the Future

Matters discussed in this release may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements reflect our current views with respect to future events and financial performance and may include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are statements other than statements of historical facts. The Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. Words such as, but not limited to, "expects," "anticipates," "intends," "plans," "believes," "estimates," "targets," "projects," "forecasts," "potential," "continue," "possible," "likely," "may," "could," "should" and similar expressions or phrases may identify forward-looking statements.

The forward-looking statements in this release are based upon various assumptions, many of which are, in turn, based upon further assumptions, including without limitation, management's examination of historical operating trends, data contained in our records and other data available from third parties. Although the Company believes that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies that are difficult or impossible to predict and are beyond our control, the Company cannot guarantee that it will achieve or accomplish these expectations, beliefs, or projections.

Important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include, but are not limited to, our future operating or financial results; changes in governmental rules and regulations or actions taken by regulatory authorities; inflationary pressure and central bank policies intended to combat overall inflation and rising interest rates and foreign exchange rates; general domestic and international political conditions or events, including "trade wars" and the war between Russia and Ukraine, the developments in the Middle East, including the war in Israel and the Gaza Strip, and the conflict regarding the Houthis' attacks in the Red Sea; international sanctions against Russian oil and oil products; changes in economic and competitive conditions affecting our business, including market fluctuations in charter rates and charterers' abilities to perform under existing time charters; changes in the supply and demand for vessels comparable to ours and the number of new buildings under construction; the highly cyclical nature of the industry that we operate in; the loss of a large customer or significant business relationship; changes in worldwide oil production and consumption and storage; risks associated with any future vessel construction; our expectations regarding the availability of vessel acquisitions and our ability to complete acquisition transactions planned; availability of skilled crew members other employees and the related labor costs; work stoppages or other labor disruptions by our employees or the employees of other companies in related industries;  effects of new products and new technology in our industry;  new environmental regulations and restrictions; the impact of an interruption in or failure of our information technology and communications systems, including the impact of cyber-attacks, upon our ability to operate; potential conflicts of interest involving members of our Board of Directors and Senior Management; the failure of counterparties to fully perform their contracts with us; changes in credit risk with respect to our counterparties on contracts; adequacy of insurance coverage; our ability to obtain indemnities from customers; changes in laws, treaties or regulations; our incorporation under the laws of England and Wales and the different rights to relief that may be available compared to other countries, including the United States; government requisition of our vessels during a period of war or emergency; the arrest of our vessels by maritime claimants; any further changes in U.S. trade policy that could trigger retaliatory actions by the affected countries; the impact of the U.S. presidential and congressional election results affecting the economy, future government laws and regulations and trade policy matters, such as the imposition of tariffs and other import restrictions; potential disruption of shipping routes due to accidents, climate-related incidents, adverse weather and natural disasters, environmental factors, political events, public health threats, acts by terrorists or acts of piracy on ocean-going vessels; damage to storage and receiving facilities; potential liability from future litigation and potential costs due to environmental damage and vessel collisions; and the length and number of off-hire periods and dependence on third-party managers.

In the light of these risks and uncertainties, undue reliance should not be placed on forward-looking statements contained in this release because they are statements about events that are not certain to occur as described or at all. These forward-looking statements are not guarantees of our future performance, and actual results and future developments may vary materially from those projected in the forward-looking statements.

Except to the extent required by applicable law or regulation, the Company undertakes no obligation to release publicly any revisions or updates to these forward-looking statements to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events. Please see TORM's filings with the U.S. Securities and Exchange Commission for a more complete discussion of certain of these and other risks and uncertainties. The information set forth herein speaks only as of the date hereof, and the Company disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication.

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02-2025 TORM plc Long Term Incentive Program

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SOURCE Torm PLC

FAQ

How many RSUs did TORM plc grant in their 2025 incentive program?

TORM granted 1,326,087 RSUs to employees and 255,200 RSUs to Executive Director Jacob Meldgaard, totaling 1,581,287 RSUs.

What is the exercise price for TORM's 2025 RSU program?

The exercise price is DKK 162.38 per TORM A-share, representing the 90-day average price plus a 15% premium.

What is the vesting schedule for TORM's 2025 RSU program?

The RSUs vest over three years, with one-third vesting at each anniversary starting January 1, 2025.

What is the total market value of TORM's 2025 RSU allocation?

The theoretical market value of the RSU allocation is USD 4.1 million, based on the Black-Scholes model.