Principles for remuneration to senior executives decided by the AGM can be found here.
Remuneration to senior executives in 2019 amounted to 57,281 TSEK (37,390) excluding pensions costs and to 64,732 TSEK (45,101) including pension costs.
For more information regarding remuneration to the Board of Directors and to senior executives during 2019, see Note 6 in the 2019 Annual Report.
Warrants Program 2020
The 2020 AGM resolved to adopt an incentive program for executive management in the group. The program entails that a maximum of 900,000 subscription warrants shall be issued to Gunnebo AB’s wholly owned subsidiary Gunnebo Treasury AB, for further transfer to the participants. Transfer shall take place before the company’s Annual General Meeting 2021 at market value at the time of transfer, and allotment shall be made in accordance with the principles set out in the Board’s proposal. Subscription of shares by exercise of subscription warrants shall take place during the period from and including 1 August 2023 up to and including 30 September 2023. The subscription price per share shall correspond to 110 percent of the volume-weighted average price according to Nasdaq Stockholm’s official price list for share in the company during the period from and including 20 July 2020 up to and including 31 July 2020. Right to allotment requires that the participant holds its position within the group and has not informed or been informed that the employment will be terminated. The warrant holder shall undertake not to transfer, before 1 August 2025 or the earlier day on which the employment is terminated, any such shares subscribed for by the warrant holder through the exercise of the warrants. The maximum dilution effect of the program is approximately 0.94 percent.
Long-term share based incentive programme (LTI 2019/2023)
The AGM approved the Board's proposal to implement a long-term share-based programme (LTI 2019/2023) comprising around 20 participants employed within the Group, including the CEO. In brief LTI 2019/2023 means that the participants will receive, subject to the performance and development of three different performance conditions during the financial year 2019, shares free of charge on the allotment day, which will occur after the 2023 AGM but before 30 June 2023. The maximum number of shares that may be received shall correspond to 40 percent (CEO) or 20 percent (other participants) of the participant’s actually paid salary 2019, however with certain limitations regarding the maximum number of shares that can be allotted to each participant. One condition for the participant to receive the shares is that the participant has retained their position within the Group until the end of 2022. The programme means that the participants can be allotted a maximum of 471,266 shares.
Long-term share based incentive programme (LTI 2018/2022)
The AGM approved the implementation of a long-term share based incentive programme (LTI 2018/2022) comprising 21 participants employed within the Group, including the CEO. Under this programme, the participants will receive, subject to the performance and development of three different performance conditions during the financial year 2018, shares free of charge on the allotment day, which will occur after the 2022 Annual General Meeting but before 30 June 2022. The maximum number of shares that may be received shall correspond to 20 percent of the participant’s actually paid salary 2018, however with certain limitations regarding the maximum number of shares that can be allotted to each participant. A maximum total of 259,651 shares may be allotted excluding shares to cover the cost of social security contributions. Additionally, allotment of shares is conditional upon the participant being employed within the Group until the expiration of 2021. No allotment will be made under this programme due to the non-achievement of the performance conditions.
Long-term incentive programme LTIP 2015
The 2015 AGM decided on a long-term share-based incentive programme for a maximum of 20 employees including the CEO, members of GET and other key personnel within the Group. The programme requires that the participant invests in Gunnebo shares within LTIP 2015 ("Savings shares"). The Savings shares must be kept for a three-year earning period from 1 June 2015 to 1 June 2018. Providing that the participant still owns the shares and is still employed within the Group at the end of the earning period, the participant is entitled to receive one Gunnebo share free of charge for each Savings share he/she has invested in ("Matching shares"). Furthermore, the company's CEO is entitled to receive a maximum of four Gunnebo shares per Savings share, and the other participants are entitled to receive up to three Gunnebo shares if certain performance goals have been met ("Performance Shares"). Allocation of Performance shares will be based on minimum and maximum levels of earnings per share during the vesting period as determined by the Board. The minimum and maximum levels have been set at SEK 8.00 and SEK 14.00 accumulated earnings per share over a three-year period.
The expected pay-out under this programme is that matching shares of 103,580 can be allotted depending on the remaining employment condition being fulfilled by the participants and that the saving shares have remained in the employee’s securities account during the whole vesting period.
The cost of the LTIP 2015 is based on the share price at grant date times the expected number of shares to be issued and is spread over the vesting period from 1 June 2015 to 1 June 2018. The share price at grant date was determined to be SEK 37.80 and excludes the present value of expected dividends during the period up until the shares are distributed, in accordance with the terms of the programme.
In July 2018, 103,580 shares were transferred to the participants in the LTIP 2015 program. The share price at this date was SEK 28.10. Amounts expensed in 2018 amounted to MSEK 0 (+2.2) including social charges of which MSEK 0 (+1.8) related to GET members. The provision in the balance sheet amounted to MSEK 0 (4.2) including social charges.