Remuneration guidelines
The annual general meeting in Stillfront Group AB (publ) adopts guidelines for remuneration and other terms of employment for the company’s executive management. The remuneration guidelines can be found on pp. 85-86 in the Annual Report 2023, and provides i.a. that remuneration of executive management shall be on market terms and may consist of the following components: fixed cash salary, variable cash remuneration, pension benefits and other benefits. In addition to remuneration covered by the remuneration guidelines, the general meetings of the company have resolved to implement long-term share-related incentive programmes as set out below.
Remuneration
| REMUNERATION FOR GROUP EXECUTIVE MANAGEMENT | |||
| 2023 (SEK ‘000) | CEO and President | Other senior executives | Total |
| Fixed Salary | 9,115 | 18,604 | 27,719 |
| Variable remuneration | 1,128 | 1,705 | 2,833 |
| Cost for shared based benefits | 3,380 | 9,248 | 12,628 |
| Other benefits | 0 | 41 | 41 |
| Pension expenses | 0 | 2,069 | 2,069 |
| Total remuneration | 13,623 | 31,667 | 45,290 |
| 2022 (SEK ‘000) | CEO and President | Other senior executives | Total |
| Fixed Salary | 7,734 | 19,778 | 27,512 |
| Variable remuneration | 0 | 65 | 65 |
| Cost for shared based benefits | 5,506 | 11,719 | 17,225 |
| Pension expenses | 1,193 | 1,633 | 2,826 |
| Total remuneration | 14,433 | 33,195 | 47,628 |
| FEES TO THE BOARD OF DIRECTORS | ||
| SEK 000 | 2023 | 2022 |
| Jan Samuelsson, Chair (up to June 2023) | 371 | 853 |
| Katarina Bonde, Chair (from June 2023) | 618 | 318 |
| Birgitta Henriksson | 375 | 358 |
| Erik Forsberg | 550 | 533 |
| Ulrika Viklund | 300 | 283 |
| Marcus Jacobs (from June 2022) | 335 | 196 |
| David Nordberg (from June 2023) | 175 | – |
| Kai Wawrzinek (to June 2022) | – | 108 |
| Total | 2,724 | 2,649 |
Long-term incentive programs
A prerequisite for the successful implementation of Stillfront’s business strategy and safeguarding of its long-term interests, is that Stillfront is able to attract, motivate and retain the best talent globally. To achieve this, it is necessary that Stillfront offers competitive remuneration to create incentives for the senior executives and key individuals to execute strategic plans, deliver excellent operating results and to align their incentives with the interests of Stillfront’s shareholders.
LTIP 2020/2024
The Annual General Meeting on 14 May 2020 resolved to issue a maximum of 350,000 warrants. Post the share split on 28 December 2020, each warrant entitles the holder to subscribe for 10 new shares in the company for SEK 78.549 per share on the last banking day each month during the period 1 June 2023 to 31 May 2024.
The company’s subsidiary, Todavia AB, has subscribed for all warrants issued under LTIP 2020/2024 I, and a number of key individuals in the company’s management have acquired 277,000 of the warrants at market value. The price (option premium) has been determined using the Black & Scholes valuation model. Out of the total number of warrants issues, 73,000 non-allocated warrants have been cancelled.
For additional information on LTIP 2020/2024 I, please see the Annual General Meeting 2020.
LTIP 2021/2025
The employee stock options are gradually vested during a three-year period, and after the expiration of the three-year period each vested employee stock options entitles the participant to receive one share in Stillfront. The price for the shares at exercise of the employee stock option shall be equal to the average volume weighted share price for Stillfront’s shares during a period of ten trading days before the allotment of the employee stock options to the relevant participant, increased by 8 percent per year.
There is no dilution related to LTIP 2021/2025, since the program is secured via a share swap agreement with Nordea Bank Abp, filial i Sverige, through which Stillfront has secured delivery of shares to participants (when/if applicable).
For information on LTIP 2021/2025, please see the Annual General Meeting May 2021.
LTIP 2022/2026
The Annual General Meeting on 12 May 2022 resolved to implement a long-term incentive program under which a maximum of 2,000,000 restricted stock units shall be offered to approximately 50 participants, consisting of the CEO, senior executives and key personnel within the Stillfront Group.
The restricted stock units are gradually vested during a three-year period, and after the expiration of the three-year period, each vested restricted stock unit entitles the participant to receive one share in Stillfront for free during one of three exercise windows during 2026, if the performance target of an average annual total shareholder return of 8% has been met.
For additional information on LTIP 2022/2026, please see the Annual General Meeting May 2022.
LTIP 2023/2027
The Annual General Meeting on 11 May 2023 resolved to implement a long-term incentive program under which a maximum of 2,024,000 restricted stock units shall be offered to 45 participants, consisting of the CEO, senior executives and key personnel within the Stillfront Group.
The restricted stock units are vested on an annual basis during a four-year period depending on Stillfront’s annual achievement of two of its financial targets (revenue growth and EBITDAC-margin), and after the expiration of the four-year period, each vested restricted stock unit entitles to participant to receive one share in Stillfront for free during the exercise windows following the release of Stillfront’s Q2 report 2027.
For additional information on LTIP 2023/2027, please see the Annual General Meeting May 2023.