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Remuneration statement
The Board of Directors
The company’s Board of Directors confirms the remuneration and other benefits paid to the President and CEO and other members of the Management Group and decides on the company’s incentive schemes.
The Annual General Meeting, held on 27 March 2024, resolved that an annual fixed remuneration of the members of the Board of Directors is paid as follows:
- The Chair is paid EUR 69,000
- The Vice Chair is paid EUR 51,000
- Members are each paid EUR 39,000
The AGM also resolved that the members of the Board of Directors are paid a meeting-specific fee as follows: EUR 1,000 to the Chair of the Board of Directors and EUR 500 to the members of the Board of Directors per each meeting held in the home country of the respective member, and EUR 1,500 to the Chair of the Board of Directors and EUR 1,000 to the members of the Board of Directors per each meeting held elsewhere than in the home country of the respective member.
An elected member of the Board of Directors may, at his/her discretion, choose to receive the annual fixed remuneration partly in company shares and partly in cash so that approximately 40% of the annual fixed remuneration is paid in Detection Technology Plc’s shares. The number of shares forming the above remuneration portion, which would be payable in shares, will be determined based on the share value in the public trading maintained by Nasdaq Helsinki Ltd, calculated as the trade volume weighted average quotation of the share during the one-month period immediately following the date on which the interim report of January-March 2024 of the company is published.
The members of the Audit Committee and the Remuneration Committee are paid a meeting fee of EUR 500 per meeting. The travel expenses of the members of the Board of Directors as well as the Audit Committee and the Remuneration Committee are compensated in accordance with the Company’s travel rules.
Remuneration and meeting fees of the Board of Directors paid in 2023 and 2022 (EUR)
2023 | 2022 | |||||
Annual remuneration | Meeting fees | Total | Annual remuneration | Meeting fees | Total | |
Hannu Syrjälä, Chair |
65,000 | 11,500 | 76,500 | 65,000 | 13,500 | 78,500 |
Henrik Roos, Vice Chair |
46,000 | 9,000 | 55,000 | 36,511 | 13,500 | 50,011 |
Carina Andersson, Member |
27,750 | 8,500 | 36,250 | 45,750 | 14,000 | 59,750 |
Vera Backström, Member * |
– | – | – | 8,750 | 2,000 | 10,750 |
Marion Björkstén, Member |
37,000 | 7,000 | 44,000 | 27,953 | 5,500 | 33,453 |
Richard Ingram, Member |
37,000 | 10,000 | 47,000 | 45,750 | 13,500 | 59,250 |
Pasi Koota, Member |
37,000 | 7,000 | 44,000 | 37,000 | 8,000 | 45,000 |
Total | 249,750 | 53,000 | 302,750 | 266,714 | 70,000 | 336,714 |
*Vera Backström acted as a member of the Board until 30 March 2022
Remuneration of the Board of Directors in shares in 2023 (pcs)
Hannu Syrjälä, Chair | 1,364 |
Richard Ingram, Member | 776 |
Pasi Koota, Member | 776 |
Total | 2,916 |
President and CEO
Remuneration of the President and CEO consists of salary, fringe benefits, a possible annual bonus based on performance and a share-based incentive scheme. The President and CEO remuneration includes an entitlement to an annual incentive of a maximum of six months’ salary.
The Board of Directors decides on the service terms and conditions of the President and CEO, specified in writing. The President and CEO is subject to six months’ notice and is entitled to a salary for the period of notice should the Company give notice, in addition to which he is entitled to severance pay equivalent to 12 months’ fixed salary.
In addition to the statutory pension, the President and CEO is eligible supplementary pension benefit. The pension age applied to the CEO is 62 years.
Remuneration of the President and CEO paid in 2023 and 2022 (EUR)
2023 | 2022 | |||||||
Base salary and benefits | Short-term incentives | Long-term incentives | Total | Base salary and benefits | Short-term incentives | Long-term incentives | Total | |
EUR | 320,407 | 25,214 | – | 345,621 | 315,375 | 29,667 | – | 345,042 |
Share of remuneration element, % | 93% | 7% | 0% | 100% | 91% | 9% | 0% | 100% |
Voluntary pension contribution, EUR | 8,896 | 8,964 |
No long-term incentive (LTI) payments were made to the President and CEO during 2023. In 2023, the President and CEO was granted with 7,000 shares by the Board of Directors within the Performance Share Plan (PSP) 2023–2025. In 2022, the President and CEO was granted with 7,000 shares by the Board of Directors within the Performance Share Plan (PSP) 2022-2024. The grant represents the target level reward, the maximum reward being four times the target allocation. Final reward is determined based on the extent to which the targets have been reached during the performance period.
Performance share plan | LTI target (pcs of shares) |
Performance criteria | Weight | Performance | Payment |
PSP 2022–2024 | 7,000 | Absolute Total Shareholder Return | 100% | – / Plan ongoing | H1 / 2025 |
PSP 2023–2025 | 7,000 | Absolute Total Shareholder Return | 100% | – / Plan ongoing | H1 / 2026 |
Management Group
The Management Group’s remunerations consist of salary, fringe benefits, a possible annual bonus based on performance and a share-based incentive scheme. The compensation principles of the Management Group members are decided by the Board of Directors. The Management Group’s remuneration program includes an entitlement to an incentive of up to four months’ salary.
The pension and retirement age for the members of the Management Group are determined in accordance with the applicable legislation in force regarding pension.
Remuneration of the members of the Management Group in 2023 and 2022 (EUR)
(excluding the President and CEO)
2023 | 2022 | |
Salaries and benefits | 1,041,533 | 1,015,465 |
Performance-based incentives paid in cash | 60,205 | 73,008 |
Proceeds from LTI program 2018A | 0 | 0 |
Total | 1,101,738 | 1,088,472 |
Long-term incentive plans
The company’s current long-term incentive plans consist of performance share plans and stock option plans.
Performance share plans
The grant represents the target level reward, the maximum reward being four times the target allocation. Final reward is determined based on the extent to which the targets have been reached during the performance period.
PSP 2023-2025 (pieces of shares) |
PSP 2022-2024 (pieces of shares) |
|
President and CEO, Martola Hannu | 7,000 | 7,000 |
Other Management Group members | 17,500 | 17,500 |
TOTAL | 24,500 | 24,500 |
Stock option plans
The amount (pcs) of outstanding stock options 2018 and 2020 of President and CEO and Management Group members are presented in the table below.
2020 B1 and B2 |
2020 A1 and A2 | 2018 B1 and B2 | |
President and CEO, Martola Hannu | 33,300 | 40,000 | 40,000 |
Other Management Group members | 105,000 | 105,00 | 89,900 |
Total | 138,300 | 145,000 | 129,900 |
The current stock option plans, exercise periods and subscription prices
Stock option plan | Exercise period | Subscription price (EUR) |
2018B1 and 2018B2 | 2.5.2022–31.5.2023 | 19.45 |
2020A1 and 2020 | 2.5.2023–31.5.2024 | 18.05 |
2020B1 and 2020B2 | 2.5.2024–31.5.2025 | 30.77 |