LTIP Award, Director/PDMR Dealing, Authority Amend

Public Policy Holding Company, Inc.

27 June 2024

 

 Public Policy Holding Company, Inc.

("PPHC", the "Group" or the "Company")

Options and Restricted Stock Units Issuance and Director/PDMR Dealings and LTIP Authority Increase

Public Policy Holding Company, Inc., the government relations and public affairs group providing clients with a fully integrated and comprehensive range of services, announces that  it has granted the following to a broad range of its current employee base, including certain Directors and senior employees ("PDMRs") of the Company, under PPHC's 2021 Omnibus Incentive Plan ("Omnibus Plan") that was adopted in connection with the Group's admission to AIM in December 2021:

·    Options over shares of Common Stock, par value $0.001 per share (the "Ordinary Shares") in the Company (the "Options"); and

·      Restricted stock units in respect of the Ordinary Shares in the Company ("RSUs")

Options

In total 345,000 Options have been granted on 26 June 2024 under the Omnibus Plan. Of this tranche, no Options have been granted to PDMRs. The Options will vest in full in three years from the grant date and will be subject to certain acceleration and clawback events tied to continuation of employment and compliance with various employment-related agreements. The Options will have an exercise price of 163.2 pence per Ordinary Share, being 120% of the closing price on the grant date, 26 June 2024. 

RSUs

In total 2,930,000 RSUs have been granted on 26 June 2024 under the Omnibus Plan. Of this tranche, 1,074,000 RSUs have been granted to PDMRs (including Executive Directors and other senior management). The RSUs will vest across a three year period from the grant date, split equally each year, and will be subject to certain acceleration and clawback events tied to continuation of employment and compliance with various employment-related agreements.

In light of the multiple earnings accretive acquisitions since IPO and the subsequent increase in total headcount, to ensure a broader number of employees are appropriately incentivised to deliver the Group's growth ambitions, the Remuneration Committee and Board of Directors have approved an increase in the Company's authority to grant LTIP awards from a maximum of 10% to 15% of the Company's issued share capital over a rolling five year period. This will enable the Company to increase the effectiveness of its M&A strategy by offering appropriate incentivisation packages to senior management of newly acquired operating entities, in addition to the ability to continue to grant LTIP awards to existing PPHC employees.

The resultant holdings of RSUs by Directors and PDMRs are set out below:

Director / PDMR	No. of RSUs previously held	No. of RSUs granted	Resultant interest in RSUs
Zachary Williams (Executive Director)	26,666	40,000	66,666
Johnson Green (PDMR)	66,666	50,000	116,666
Jeffrey Forbes (PDMR)	83,333	75,000	158,333
Daniel Tate (PDMR)	50,000	55,000	105,000
Mathew Lapinski (PDMR)	66,666	50,000	116,666
Rhoderick M. Shaw (PDMR)	66,666	93,000	159,666
Lawrence Spivey (PDMR)	66,666	93,000	159,666
Keenan Austin (Executive Director)	0	93,000	93,000
G. Stewart Hall (Executive Director)	100,000	100,000	200,000
Roeland Smits (executive Director)	100,000	80,000	180,000
Jill Kendrick (PDMR)	100,000	80,000	180,000
Neal Strum (PDMR)	100,000	80,000	180,000
Thomas Gensemer (PDMR)	100,000	80,000	180,000
Ronald Starzman (PDMR)	50,000	80,000	130,000
Paula Thrasher (PDMR)	25,000	25,000	50,000

Enquiries

Public Policy Holding Company, Inc. Stewart Hall, CEO Roel Smits, CFO Thomas Gensemer, Chief Strategy Officer	[phone]
Stifel (Nominated Adviser & Joint Broker) Fred Walsh, Ben Good, Sarah Wong Zeus Capital (Joint Broker) Alice Lane, David Foreman Canaccord Genuity (Joint Broker)                                                                     Simon Bridges, Andrew Potts	[phone] [phone] [phone]
Buchanan Communications (Media Enquiries) Chris Lane, Toto Berger	[phone] [e-mail]

About PPHC

Incorporated in 2014, PPHC is a US-based government relations and public affairs group providing clients with a fully integrated and comprehensive range of services including government and public relations, research, and digital advocacy campaigns. Engaged by approximately 1200 clients, including companies, trade associations and non-governmental organisations, the Group is active in all major sectors of the US. economy, including healthcare and pharmaceuticals, financial services, energy, technology, telecoms and transportation. PPHC's services support clients to enhance and defend their reputations, advance policy goals, manage regulatory risk, and engage with US federal and state-level policy makers, stakeholders, media, and the public.

PPHC operates a holding company structure and currently has ten operating entities in the US and UK. Operating in the strategic communications market, the Group has a strong track record of organic and acquisitive growth, the latter focused on enhancing its capabilities and to establish new verticals, either within new geographies or new related offerings.

	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Zachary Williams
2	Reason for the notification
b)	Position/Status:	Executive Director
c)	Initial notification/Amendment:	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
d)	Name:	Public Policy Holding Company, Inc.
e)	LEI:	2138008Z7B1IXVVJAZ79
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
f)	Description of the financial instrument, type of  Identification Code	Common shares of $0.001 par value ISIN: US7444301094
g)	Nature of the transaction:	Award of Restricted Stock Units under Omnibus Plan scheme
h)	Price(s) and volume(s):	Price(s) Volume(s) 136.0 pence 40,000 Total 40,000
i)	Aggregated information: · Aggregated volume · Price	N/A single transaction N/A single transaction
j)	Date of the transaction:	26 June 2024
k)	Place of the transaction:	Off market transaction

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Johnson Green
2	Reason for the notification
b)	Position/Status:	PDMR
c)	Initial notification/Amendment:	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
d)	Name:	Public Policy Holding Company, Inc.
e)	LEI:	2138008Z7B1IXVVJAZ79
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
f)	Description of the financial instrument, type of  Identification Code	Common shares of $0.001 par value ISIN: US7444301094
g)	Nature of the transaction:	Award of Restricted Stock Units under Omnibus Plan scheme
h)	Price(s) and volume(s):	Price(s) Volume(s) 136.0 pence 100,000 Total 100,000
i)	Aggregated information: · Aggregated volume · Price	N/A single transaction N/A single transaction
j)	Date of the transaction:	26 June 2024
k)	Place of the transaction:	Off market transaction

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Jeffrey Forbes
2	Reason for the notification
b)	Position/Status:	PDMR
c)	Initial notification/Amendment:	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
d)	Name:	Public Policy Holding Company, Inc.
e)	LEI:	2138008Z7B1IXVVJAZ79
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
f)	Description of the financial instrument, type of  Identification Code	Common shares of $0.001 par value ISIN: US7444301094
g)	Nature of the transaction:	Award of Restricted Stock Units under Omnibus Plan scheme
h)	Price(s) and volume(s):	Price(s) Volume(s) 136.0 pence 75,000 Total 75,000
i)	Aggregated information: · Aggregated volume · Price	N/A single transaction N/A single transaction
j)	Date of the transaction:	26 June 2024
k)	Place of the transaction:	Off market transaction

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Daniel Tate, Jr.
2	Reason for the notification
b)	Position/Status:	PDMR
c)	Initial notification/Amendment:	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
d)	Name:	Public Policy Holding Company, Inc.
e)	LEI:	2138008Z7B1IXVVJAZ79
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
f)	Description of the financial instrument, type of  Identification Code	Common shares of $0.001 par value ISIN: US7444301094
g)	Nature of the transaction:	Award of Restricted Stock Units under Omnibus Plan scheme
h)	Price(s) and volume(s):	Price(s) Volume(s) 136.0 pence 55,000 Total 55,000
i)	Aggregated information: · Aggregated volume · Price	N/A single transaction N/A single transaction
j)	Date of the transaction:	26 June 2024
k)	Place of the transaction:	Off market transaction

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Mathew Lapinski
2	Reason for the notification
b)	Position/Status:	PDMR
c)	Initial notification/Amendment:	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
d)	Name:	Public Policy Holding Company, Inc.
e)	LEI:	2138008Z7B1IXVVJAZ79
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
f)	Description of the financial instrument, type of  Identification Code	Common shares of $0.001 par value ISIN: US7444301094
g)	Nature of the transaction:	Award of Restricted Stock Units under Omnibus Plan scheme
h)	Price(s) and volume(s):	Price(s) Volume(s) 136.0 pence 50,000 Total 50,000
i)	Aggregated information: · Aggregated volume · Price	N/A single transaction N/A single transaction
j)	Date of the transaction:	26 June 2024
k)	Place of the transaction:	Off market transaction

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Lawrence Spivey
2	Reason for the notification
b)	Position/Status:	PDMR
c)	Initial notification/Amendment:	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
d)	Name:	Public Policy Holding Company, Inc.
e)	LEI:	2138008Z7B1IXVVJAZ79
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
f)	Description of the financial instrument, type of  Identification Code	Common shares of $0.001 par value ISIN: US7444301094
g)	Nature of the transaction:	Award of Restricted Stock Units under Omnibus Plan scheme
h)	Price(s) and volume(s):	Price(s) Volume(s) 136.0 pence 93,000 Total 93,000
i)	Aggregated information: · Aggregated volume · Price	N/A single transaction N/A single transaction
j)	Date of the transaction:	26 June 2024
k)	Place of the transaction:	Off market transaction

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Rhoderick Shaw
2	Reason for the notification
b)	Position/Status:	PDMR
c)	Initial notification/Amendment:	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
d)	Name:	Public Policy Holding Company, Inc.
e)	LEI:	2138008Z7B1IXVVJAZ79
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
f)	Description of the financial instrument, type of  Identification Code	Common shares of $0.001 par value ISIN: US7444301094
g)	Nature of the transaction:	Award of Restricted Stock Units under Omnibus Plan scheme
h)	Price(s) and volume(s):	Price(s) Volume(s) 136.0 pence 93,000 Total 93,000
i)	Aggregated information: · Aggregated volume · Price	N/A single transaction N/A single transaction
j)	Date of the transaction:	26 June 2024
k)	Place of the transaction:	Off market transaction

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Keenan Austin
2	Reason for the notification
b)	Position/Status:	PDMR
c)	Initial notification/Amendment:	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
d)	Name:	Public Policy Holding Company, Inc.
e)	LEI:	2138008Z7B1IXVVJAZ79
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
f)	Description of the financial instrument, type of  Identification Code	Common shares of $0.001 par value ISIN: US7444301094
g)	Nature of the transaction:	Award of Restricted Stock Units under Omnibus Plan scheme
h)	Price(s) and volume(s):	Price(s) Volume(s) 136.0 pence 93,000 Total 93,000
i)	Aggregated information: · Aggregated volume · Price	N/A single transaction N/A single transaction
j)	Date of the transaction:	26 June 2024
k)	Place of the transaction:	Off market transaction

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	G. Stewart Hall
2	Reason for the notification
b)	Position/Status:	Executive Director and Chief Executive Officer
c)	Initial notification/Amendment:	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
d)	Name:	Public Policy Holding Company, Inc.
e)	LEI:	2138008Z7B1IXVVJAZ79
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
f)	Description of the financial instrument, type of  Identification Code	Common shares of $0.001 par value ISIN: US7444301094
g)	Nature of the transaction:	Award of Restricted Stock Units under Omnibus Plan scheme
h)	Price(s) and volume(s):	Price(s) Volume(s) 136.0 pence 100,000 Total 100,000
i)	Aggregated information: · Aggregated volume · Price	N/A single transaction N/A single transaction
j)	Date of the transaction:	26 June 2024
k)	Place of the transaction:	Off market transaction

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Roeland Smits
2	Reason for the notification
b)	Position/Status:	Executive Director and Chief Financial Officer
c)	Initial notification/Amendment:	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
d)	Name:	Public Policy Holding Company, Inc.
e)	LEI:	2138008Z7B1IXVVJAZ79
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
f)	Description of the financial instrument, type of  Identification Code	Common shares of $0.001 par value ISIN: US7444301094
g)	Nature of the transaction:	Award of Restricted Stock Units under Omnibus Plan scheme
h)	Price(s) and volume(s):	Price(s) Volume(s) 136.0 pence 80,000 Total 80,000
i)	Aggregated information: · Aggregated volume · Price	N/A single transaction N/A single transaction
j)	Date of the transaction:	26 June 2024
k)	Place of the transaction:	Off market transaction

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Jill Kendrick
2	Reason for the notification
b)	Position/Status:	Chief Operating Officer
c)	Initial notification/Amendment:	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
d)	Name:	Public Policy Holding Company, Inc.
e)	LEI:	2138008Z7B1IXVVJAZ79
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
f)	Description of the financial instrument, type of  Identification Code	Common shares of $0.001 par value ISIN: US7444301094
g)	Nature of the transaction:	Award of Restricted Stock Units under Omnibus Plan scheme
h)	Price(s) and volume(s):	Price(s) Volume(s) 136.0 pence 80,000 Total 80,000
i)	Aggregated information: · Aggregated volume · Price	N/A single transaction N/A single transaction
j)	Date of the transaction:	26 June 2024
k)	Place of the transaction:	Off market transaction

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Neal Strum
2	Reason for the notification
b)	Position/Status:	PDMR
c)	Initial notification/Amendment:	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
d)	Name:	Public Policy Holding Company, Inc.
e)	LEI:	2138008Z7B1IXVVJAZ79
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
f)	Description of the financial instrument, type of  Identification Code	Common shares of $0.001 par value ISIN: US7444301094
g)	Nature of the transaction:	Award of Restricted Stock Units under Omnibus Plan scheme
h)	Price(s) and volume(s):	Price(s) Volume(s) 136.0 pence 80,000 Total 80,000
i)	Aggregated information: · Aggregated volume · Price	N/A single transaction N/A single transaction
j)	Date of the transaction:	26 June 2024
k)	Place of the transaction:	Off market transaction

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Thomas Gensemer
2	Reason for the notification
b)	Position/Status:	PDMR
c)	Initial notification/Amendment:	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
d)	Name:	Public Policy Holding Company, Inc.
e)	LEI:	2138008Z7B1IXVVJAZ79
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
f)	Description of the financial instrument, type of  Identification Code	Common shares of $0.001 par value ISIN: US7444301094
g)	Nature of the transaction:	Award of Restricted Stock Units under Omnibus Plan scheme
h)	Price(s) and volume(s):	Price(s) Volume(s) 136.0 pence 80,000 Total 80,000
i)	Aggregated information: · Aggregated volume · Price	N/A single transaction N/A single transaction
j)	Date of the transaction:	26 June 2024
k)	Place of the transaction:	Off market transaction

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Ronald Starzman
2	Reason for the notification
b)	Position/Status:	PDMR
c)	Initial notification/Amendment:	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
d)	Name:	Public Policy Holding Company, Inc.
e)	LEI:	2138008Z7B1IXVVJAZ79
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
f)	Description of the financial instrument, type of  Identification Code	Common shares of $0.001 par value ISIN: US7444301094
g)	Nature of the transaction:	Award of Restricted Stock Units under Omnibus Plan scheme
h)	Price(s) and volume(s):	Price(s) Volume(s) 136.0 pence 80,000 Total 80,000
i)	Aggregated information: · Aggregated volume · Price	N/A single transaction N/A single transaction
j)	Date of the transaction:	26 June 2024
k)	Place of the transaction:	Off market transaction

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Paula Thrasher
2	Reason for the notification
b)	Position/Status:	PDMR
c)	Initial notification/Amendment:	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
d)	Name:	Public Policy Holding Company, Inc.
e)	LEI:	2138008Z7B1IXVVJAZ79
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
f)	Description of the financial instrument, type of  Identification Code	Common shares of $0.001 par value ISIN: US7444301094
g)	Nature of the transaction:	Award of Restricted Stock Units under Omnibus Plan scheme
h)	Price(s) and volume(s):	Price(s) Volume(s) 136.0 pence 25,000 Total 25,000
i)	Aggregated information: · Aggregated volume · Price	N/A single transaction N/A single transaction
j)	Date of the transaction:	26 June 2024
k)	Place of the transaction:	Off market transaction

 

END