Nomad Foods (NYSE: NOMD) CEO gets up to 5M performance-based options

Rhea-AI Filing Summary

Nomad Foods Ltd director and Chief Executive Officer Dominic Brisby reported updated equity holdings and a large new option award. He now directly holds 526,794 Ordinary Shares, including 150,000 Restricted Share Units that are scheduled to vest on November 3, 2025.

Brisby received a grant of up to 5,000,000 stock options with an exercise price of $10.14 per share. The options are subject to the CEO meeting a personal share purchase requirement under the Co-Investment and Share Option Matching Sub Plan between May 5, 2025 and June 5, 2027, and Nomad Foods achieving specified share price performance targets from May 7, 2026 to May 7, 2031. The options will vest and become exercisable, if at all, on the later of May 7, 2029 or when the share price targets are met, and the number of options that ultimately vest can be reduced from 100% down to 0% based on performance.

Brisby also has 300,000 Performance Based Share Units outstanding, each representing a contingent right to receive one Ordinary Share. These units will be earned based on company performance over a three-year period and, once earned, will vest on February 28, 2029.

Insights

Equity compensation analyst

CEO receives a large, highly performance-based equity grant tied to long-term share price.

The filing shows Nomad Foods CEO Dominic Brisby receiving up to 5,000,000 stock options at an exercise price of $10.14. This is a sizable award relative to his existing 526,794 Ordinary Shares and aligns compensation with future share price performance.

Vesting depends on two conditions: a personal share purchase under the Co-Investment and Share Option Matching Sub Plan between May 5, 2025 and June 5, 2027, and achieving specified share price targets during a Performance Period from May 7, 2026 to May 7, 2031. The actual number of options vesting can scale down to 0% if targets are not met.

In addition, Brisby holds 300,000 Performance Based Share Units, each convertible into one Ordinary Share, which are tied to a three-year performance period and are scheduled to vest on February 28, 2029 once earned. Overall, the equity package emphasizes long-dated, performance-contingent incentives rather than immediate cash or unrestricted stock.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider BRISBY DOMINIC

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Stock Options (Right to Buy)	5,000,000	$0.00	--
holding	Performance Based Share Units	--	--	--
holding	Ordinary Shares	--	--	--

Holdings After Transaction: Stock Options (Right to Buy) — 5,000,000 shares (Direct, null); Performance Based Share Units — 300,000 shares (Direct, null); Ordinary Shares — 526,794 shares (Direct, null)

Footnotes (1)

1. Includes 150,000 Restricted Share Units which shall vest on the first anniversary of the grant date (November 3, 2025). 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. 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. Each Performance Based Share Unit ("PSU") represents a contingent right to receive one Ordinary Share of the Issuer. 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.

Key Figures

CEO option grant size: 5,000,000 options Option exercise price: $10.14 per share Ordinary Shares held: 526,794 shares +4 more

7 metrics

CEO option grant size 5,000,000 options Maximum number of stock options eligible to vest under grant

Option exercise price $10.14 per share Exercise price for CEO stock options

Ordinary Shares held 526,794 shares Direct Ordinary Share holdings after transactions, including RSUs

Restricted Share Units 150,000 RSUs RSUs scheduled to vest on November 3, 2025

Performance Based Share Units 300,000 PSUs Each PSU represents a contingent right to one Ordinary Share

PSU vesting date February 28, 2029 Vesting date for earned Performance Based Share Units

Option expiration May 7, 2031 Expiration date of CEO stock options

Key Terms

Restricted Share Units, Performance Based Share Units, Co-Investment and Share Option Matching Sub Plan, Performance Period, +1 more

5 terms

Restricted Share Units financial

"Includes 150,000 Restricted Share Units which shall vest on the first anniversary of the grant date"

Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.

Performance Based Share Units financial

"Performance Based Share Units which will be earned based upon the Issuer's performance"

Performance based share units are a form of executive or employee pay where the right to receive company shares is earned only if the business meets specific performance targets, such as revenue, profit, or stock-price goals. Investors care because these awards both motivate management to hit measurable goals and can increase the number of shares outstanding if paid out, affecting earnings per share and ownership dilution—think of it as a bonus that pays in stock only when agreed milestones are reached.

Co-Investment and Share Option Matching Sub Plan financial

"the Issuer's Co-Investment and Share Option Matching Sub Plan (the "Sub Plan") between May 5, 2025 and June 5, 2027"

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.

Performance Based Share Unit ("PSU") financial

"Each Performance Based Share Unit ("PSU") represents a contingent right to receive one Ordinary Share"

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BRISBY DOMINIC

(Last) (First) (Middle)

C/O NOMAD FOODS LTD.

FORGE, 43 CHURCH STREET WEST

(Street)

WOKING GU21 6HT

(City) (State) (Zip)

UNITED KINGDOM

(Country)

2. Issuer Name and Ticker or Trading Symbol
Nomad Foods Ltd [ NOMD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares								526,794(1)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (Right to Buy)	$10.14	05/07/2026		A		5,000,000		(2)	05/07/2031	Ordinary Shares	5,000,000	$0	5,000,000(3)	D
Performance Based Share Units	(4)							(5)	(5)	Ordinary Shares	300,000		300,000	D

Explanation of Responses:

1. Includes 150,000 Restricted Share Units which shall vest on the first anniversary of the grant date (November 3, 2025).

2. 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.

3. 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.

4. Each Performance Based Share Unit ("PSU") represents a contingent right to receive one Ordinary Share of the Issuer.

5. 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.

Remarks:

	/s/ Neil Fletcher, Attorney-in-Fact	05/08/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What equity award did Nomad Foods (NOMD) CEO Dominic Brisby receive in this Form 4?

Dominic Brisby received a grant of up to 5,000,000 stock options with an exercise price of $10.14 per Ordinary Share. The options are performance-based and subject to both a personal share purchase requirement and Nomad Foods’ share price targets over a defined multi-year period.

What are the vesting conditions for the 5,000,000 Nomad Foods stock options reported for NOMD’s CEO?

The options vest only if Brisby meets a share purchase requirement under the Co-Investment and Share Option Matching Sub Plan between May 5, 2025 and June 5, 2027. Nomad Foods must also hit specified share price targets from May 7, 2026 to May 7, 2031, with vesting on or after May 7, 2029.

How many Nomad Foods Ordinary Shares does CEO Dominic Brisby hold after this filing?

After the reported transactions, Brisby directly holds 526,794 Nomad Foods Ordinary Shares. This figure includes 150,000 Restricted Share Units scheduled to vest on the first anniversary of their grant date, which is November 3, 2025, if standard conditions are satisfied.

What are the Performance Based Share Units (PSUs) held by Nomad Foods CEO in this NOMD filing?

Brisby holds 300,000 Performance Based Share Units, each representing a contingent right to one Ordinary Share. These PSUs are earned based on Nomad Foods’ performance over a three-year period and, once earned, will vest on February 28, 2029 according to the filing’s disclosure.

Can all 5,000,000 Nomad Foods options granted to the CEO actually vest?

The 5,000,000 options represent the maximum eligible to vest if Nomad Foods achieves its highest specified share price target. The filing states this number can be reduced to 87.5%, 75%, 50%, 20% or 0% depending on which lower share price performance levels are reached during the Performance Period.

When is the performance period for the new Nomad Foods CEO option grant and when do options expire?

The performance period for determining vesting runs from May 7, 2026 to May 7, 2031. Options will vest, if at all, no earlier than May 7, 2029, and they expire on May 7, 2031, giving a limited window for potential exercise once vested.