The annual general meeting in Stillfront Group AB (publ) on 11 May 2021 adopted guidelines for remuneration and other terms of employment for the company’s executive management. The remuneration guidelines can be found on pp. 44-46 in the Annual Report 2021, 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 FOR GROUP EXECUTIVE MANAGEMENT|
|2021||CEO and President||Other senior executives||Total|
|Variable remuneration||500||1, 260||1,760|
|Cost for shared based benefits||3,057||4,514||7,571|
|2020||CEO and President||Other senior executives||Total|
|Cost for shared based benefits||4,381||8,582||12,963|
|FEES TO THE BOARD OF DIRECTORS|
|Jan Samuelsson, Chairman||721||558|
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. The information related to relevant incentive programs’ dilutive effect is based on the number of outstanding shares in Stillfront Group AB (publ) on 2022-03-31.
The Extraordinary General Meeting on 10 December 2019 resolved to issue a maximum of 200,000 employee share options with attached warrants (each an “ESOP”). The company’s subsidiary, Todavia AB, has subscribed for all warrants issued under LTIP 2019/2023, and 200,000 ESOPs have been allocated to a number of key individuals in the company’s executive management.
Post the share split on 28 December 2020, each ESOP entitles the ESOP holder to subscribe for 10 new shares in the company for SEK 50 per share during the period 15 December 2022 up to and including 15 December 2023 provided that the ESOP holder is still employed by the group at the exercise of the ESOPs. Acquisition is carried out through the exercise of warrants issued under LTIP 2019/2023.
If all 200,000 warrants issued under LTIP 2019/2023 are exercised for subscription of 2,000,000 shares, the dilution effect will be approximately 0.44 percent.
For additional information on LTIP 2019/2023, please see the Extraordinary General Meeting December 2019.
LTIP 2020/2024 I
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.
If all 277,000 warrants issued under LTIP 2020/2024 I are exercised for subscription of 2,770,000 shares, the dilution effect will be approximately 0.61 percent.
For additional information on LTIP 2020/2024 I, please see the Annual General Meeting 2020.
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 for subscription of 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.
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 for subscription of 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.
If all restricted stock units issued under LTIP 2022/2026 are exercised for subscription of 2,000,000 shares, the dilution effect will be approximately 0.39 percent.
For additional information on LTIP 2022/2026, please see the Annual General Meeting May 2022.