The Chairman of the Board and the members of the Board receive remuneration as decided by the Annual General Meeting. The Board of Directors determines the remuneration of the CEO and other management. The management consists of six people.
Remuneration to the Board
The Annual General Meeting resolved that the remuneration of the Board of Directors shall amount to a total of SEK 1,260,000, of which SEK 600,000 shall be paid to the Chairman of the Board and SEK 165,000 to other Board members.
Guidelines for remuneration of the management team
Egetis’ guidelines include the CEO and the members of Egetis’ management team from time to time.
The company’s remuneration system shall be on market terms and competitive. Remuneration may be paid in the form of a fixed salary, variable remuneration, pension and other benefits.
Fixed salary shall be individual for each executive and based on the executive’s position, responsibility, competence, experience and performance.
Variable remuneration shall be related to the outcome of the company’s goals and strategies and shall be based on predetermined and measurable criteria designed with the aim of promoting long-term value creation. The proportion of the total remuneration that consists of variable remuneration shall be able to vary depending on the position. Variable remuneration may, however, equal no more than 50 percent of the executive’s annual fixed salary.
Pension benefits shall be premium-based, insofar as the executive is not covered by defined-benefit pension in accordance with mandatory collective bargaining agreement provisions. The pension premiums for premium-based pensions may amount to a maximum of 40 percent of the executive’s annual fixed salary.
Other benefits may include car benefits, occupational health care, life and health insurance and other similar benefits. Other benefits shall constitute a smaller proportion of the total remuneration and may equal no more than 10 percent of the executive’s annual fixed salary.
Consultancy fees shall be on market terms.
In addition to and independently of these guidelines, the general meeting may decide on share-based remuneration and the like.
Egetis has two warrants programs outstanding
The program that runs from 2018-2021 of 779,500 warrants, of which 385,000 warrants were subscribed at the end of 2018 to the same terms as the previous program.
At full utilization of all warrants, the share capital increases by SEK 115,300 through the issue of 2,306,000 shares, which upon full exercise would correspond to a dilution of 4.5%.
And the employee stock option program 2020/2023
At the 2020 Annual General Meeting it was resolved to introduce an employee stock option program for the employees of the company. The program comprises no more than 3 000 000 employee stock options where each employee stock option entitles the holder to acquire one new share at a price of SEK 12.30. Allotted employee stock options vest for a period from the date of allotment to 7 May 2023. The participant can exercise allotted and vested employee stock options from 7 May 2023 until 7 May 2024. Exercise of employee stock options require that the participant is employed by the company during the whole vesting period. The employee stock options shall not be considered securities and shall not be possible to transfer or pledge. In order to make delivery of shares under the employee stock option program possible, and to secure costs associated therewith, in particular social security contributions, the Annual General Meeting resolved on a directed issue of no more than 3 942 000 warrants and to approve transfer of warrants.