The Chairman of the Board and Board members receive remuneration according to a decision by the Annual General Meeting. No additional fees are paid for committee work. The Board of Directors determines the remuneration of the CEO and other management. The compensation consists of salary and bonus. The management consists of five people. The distribution of salary and bonus is based on each employee’s responsibility and authority.
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
The Board proposes guidelines for compensation to senior executives with the following main content.
The Company shall offer company management market level compensation that makes it possible to recruit and retain senior executives. The compensation to the company management shall consist of fixed salary, customary employment benefits and pension. Variable remuneration can also be paid but should not exceed an amount corresponding to six month’s salary.
The fixed salary shall take into account the individual’s responsibilities and experience and be reviewed annually. The division between fixed salary and any variable remuneration shall be proportional to the executive’s responsibility and authority. The variable remuneration shall always be limited to a predetermined maximum amount and be linked to predetermined and measurable criteria and designed to achieve greater community of interest between the executive and the Company’s shareholders. The earning period or alternatively the time from entering into the agreement until a share may be acquired shall not be less than three years in share and share price related incentive programs. The terms for variable remuneration shall be designed so that the board, under particularly difficult economic circumstances, has the possibility to restrict or refuse to give out variable remuneration if this is deemed to be unreasonable and inconsistent with the Company’s responsibility to the shareholders. For variable remuneration, it should be possible to restrict or refuse to pay variable remuneration if the board considers that this is justified for other reasons.
Pension terms shall be in accordance with market practice for corresponding positions and be based on defined contribution.
Fixed salary during the period of notice and severance pay shall together not exceed an amount corresponding to the fixed salary for two years.
Executives who hold a position as Board member or Deputy Board member in a Group company shall not receive a special board fee for this.
The Board is allowed to deviate from these guidelines in individual cases, should there be special reasons for doing so.
Warrant Program 2017/2020
In 2017, PledPharma implemented a warrant program for Board members, management and key employees in the company (“Warrant Program 2017”). In total, 1,526,500 warrants are outstanding under the program. Warrant Program 2017 may be exercised from November 9, 2020 and November 30, 2019. Each warrant will entitle the participant to subscribe for 1 new share in the company at a subscription price of SEK 26 per share. The warrants have, at the time of issue, been valued at market value in accordance with the Black&Scholes valuation model.
Warrant Program 2018/2021
In 2018, PledPharma implemented a warrant program of 779,500 warrants for management and key employees (“Warrant Program 2018”). In total, 395,000 warrants are currently outstanding under the program. The warrants in Warrant Program 2018 may be exercised from June 1, 2021 until November 30, 2021. Each warrant will entitle the participant to subscribe for one new share in the company at a subscription price of SEK 26 per share. The warrants have, at the time of issue, been valued at market value in accordance with the Black&Scholes valuation model.