Tone Deaf TXP Performance Related Awards

Touchstone Exploration grants RSUs, PSUs and DSUs – what the 27 August RNS really means

Touchstone Exploration (AIM: TXP) has issued a fresh round of long-term share awards to executives, employees and non-executive directors. Yes, this is the routine annual grant – but doing it against a 14p share price and a 55% five-year decline feels tone deaf. It is hard to square sizeable equity awards with the value destruction long-term holders have already worn.

Here is what was granted, how the awards work, and why it matters for shareholders.

Key numbers from the long-term incentive grants

Award type	Quantity granted	Vesting	Settlement	Notes
Restricted share units (RSUs)	3,537,139	One-third each year over 3 years	Shares, cash or a mix (Board discretion)	Time-based – no performance test
Performance share units (PSUs)	3,423,974	Cliff vests at year 3	Shares, cash or a mix (Board discretion)	Performance multiplier 0.0x to 1.75x
Deferred share units (DSUs)	1,476,424	Vests immediately, redeemable only when leaving the Board	Cash-settled	No share issuance from DSUs

Grant date was 25 August 2025. RSUs run over the next three anniversaries. PSUs vest on the third anniversary, depending on corporate performance targets set by the Board.

Who received what

• Paul R. Baay (CEO): 660,128 RSUs and 660,128 PSUs
• Scott Budau (CFO): 462,090 RSUs and 462,090 PSUs
• Brian Hollingshead (EVP): 386,647 RSUs and 386,647 PSUs
• James Shipka (EVP): 418,710 RSUs and 418,710 PSUs
• Employees: 1,609,564 RSUs and 1,496,399 PSUs
• Non-executive directors: 1,476,424 DSUs in total

Dilution lens: what could hit the share count

Two moving parts matter for dilution:

• RSUs are fixed at 3,537,139 units. If the Board settles in equity, that is the number of new shares that could be issued over three years.
• PSUs are variable. The performance multiplier ranges from 0.0x to 1.75x. On a base grant of 3,423,974 PSUs, the upper end implies a potential outcome in the region of 6.0 million units. The exact rounding method is not disclosed.

So, in a full-share settlement scenario, total new shares could land anywhere between 3.54 million (if PSUs pay 0.0x) and roughly 9.5 million (if PSUs pay around 1.75x). For a small-cap, that is not a rounding error – it is a meaningful overhang. The percentage impact on the share count is not disclosed because the current number of shares outstanding is not provided in this RNS.

Yes, the Board can settle RSUs and PSUs in cash instead of issuing shares. If settled in cash there is no dilution, but there will be a cash cost at vesting. In today’s context, loading more cash obligations on top of operational delivery is not exactly comforting either.

How can they issue performance shares after a 55% share price fall?

Because the plan allows it. Touchstone’s omnibus incentive plan was approved by shareholders and gives the Board authority to make annual grants within plan limits. That is the technical answer. The commercial reality is trickier – RSUs will vest purely with time, irrespective of whether shareholders see any recovery. PSUs only vest if targets are met, but the RNS does not disclose what those targets are.

In plain English: RSUs are retention cheques that pay out as the years pass. PSUs are supposed to be pay-for-performance, but with no disclosed scorecard it is impossible to judge how demanding 1.75x really is. In the backdrop of a 55% five-year decline, this package feels like management pay marching on while holders wait for the business to catch up.

What is good and what is not

Positives

• Three-year performance horizon for PSUs focuses on delivery rather than quarter-to-quarter.
• Settlement flexibility gives optionality between cash and equity at vesting.
• DSUs for non-execs are cash-settled, so there is no dilution from that bucket.

Concerns

• Optics are poor. Awarding sizeable time-based RSUs at 14p after years of underperformance is a hard sell to long-term holders.
• Transparency is lacking. Without the PSU metrics, thresholds and weightings, investors cannot assess whether outcomes will be genuinely earned or easily achieved.
• Dilution risk is real. If PSUs pay near the top end and the Board opts for share settlement, the new issuance would be meaningful for a register this size.

How the mechanics work (quick primer)

• RSUs: time-based share units. These vest in three equal tranches over three years. Value depends on the share price at vesting. No exercise price.
• PSUs: performance share units. These vest after three years and scale from 0.0x to 1.75x depending on pre-set corporate targets.
• DSUs: deferred share units for non-executive directors. They vest immediately but cannot be redeemed until the director leaves the Board. They are paid in cash based on the share price at redemption.
• Accounting: regardless of settlement method, the company recognises a non-cash share-based payment expense over the vesting period, with cash outflow only if settled in cash.

What should shareholders watch next

• Performance scorecard disclosure: the Annual Report should spell out PSU metrics, weightings and targets. If it does not, that will be a red flag.
• Settlement intentions: any steer on equity vs cash at vesting. Given the share price and funding priorities, clarity here matters.
• Total shares outstanding: needed to size potential dilution. The RNS should have included it.
• Operational delivery over the next three years: PSU outcomes hinge on execution, not today’s share price. That execution needs to start showing up in production, cash flow and returns.

My take on the awards and the 14p backdrop

The structure is standard for a dual-listed AIM/TSX E&P, but the timing and mix land badly. After a 55% five-year slide, time-based RSUs on this scale feel misaligned with shareholder experience. If alignment is the aim, shift more weight into PSUs with clearly disclosed, demanding targets tied to production, free cash flow and returns – and trim the RSU quantum until delivery is evident.

In isolation, this RNS is not a thesis-changer, but it does little to rebuild trust. The swing factor remains execution. If Touchstone delivers, the share price should do the talking and PSUs can be earned. If it does not, PSUs can pay 0.0x – but RSUs will still vest on schedule. That imbalance is exactly what grates today.

Bottom line

The plan may permit these grants, but permission is not the same as alignment. Shareholders have taken the pain already. Now management needs to earn the upside – with tougher, transparent PSU hurdles, a smaller RSU cheque, and results that show up in cash flow and value, not just in award letters.