REMUNERATION OF THE BOARD OF DIRECTORS
The Annual General Meeting held on 10 May 2024 resolved that the annual fee to be paid for the Chairman of the Board is EUR 65,000 and for the Board members EUR 35,000 and that it will be paid as monthly instalments. In addition to the annual remuneration, a meeting fee of EUR 300 is paid for the Board members and a meeting fee of EUR 400 for the Chairman of the Board of Directors for attendance at the meetings. Travel expenses shall be compensated in accordance with the travel rules of the company.
For the Chairman of the Audit Committee, a meeting fee of EUR 1,000 per meeting is paid. For the Chairman of the Remuneration Committee and for members of all Committees, a meeting fee of EUR 500 per meeting is paid.
REMUNERATION OF THE PRESIDENT AND CEO, AND THE MANAGEMENT TEAM
The President and CEO, and the members of the Management Team are paid a fixed salary, which is determined in their management contracts. In addition to the fixed salary, there may be an annual remuneration which is paid on the basis of agreed metrics depending on the achievement of related targets, as well as a long-term incentive plan.
The period of notice of the President and CEO is six months. The retirement age of the President and CEO’s and Management Team members is determined in accordance with the Finnish Employees’ Pension Act.
In 2024, salaries and other employee benefits paid to the President and CEO amounted to EUR 290,400 and bonus based on 2024 performance totalled EUR 173,659. In 2024, fixed salaries and other employee benefits paid to the members of the Management Team, excluding the President and CEO, amounted to EUR 1,057,614 and bonus based on 2024 performance totalled EUR 404,978.
Incentive plans
The aim of Incap’s long-term incentive plan is to align the objectives of the shareholders and key employees for increasing the value of the company in the long term, to retain the key employees at the company, and to offer them a competitive reward plan based on acquiring, earning and accumulating the company´s shares.
The long-term Performance Share Plan is based on a rolling 3-year performance period structure, with a new performance period starting at the beginning of each year if so decided by the Board.
In the plan, the target group is given an opportunity to earn Incap’s shares based on performance. The Board of Directors decides on the plan’s performance criteria and targets to be set for each criterion at the beginning of each performance period. The potential rewards based on the plan will be paid after the end of each performance period.
The rewards will be paid partly in the company´s shares and partly in cash. The cash proportion of the reward is intended to cover the taxes and statutory social security contributions arising from the reward to a participant. In general, no reward is paid if the participant´s employment or director contract terminates before the reward payment.
An Incap Management Team member is obliged to hold 50% of the received net reward shares until the total value of the Management Team member’s shareholding in Incap Corporation equals to 50% of their annual base salary of the preceding year. Respectively, the CEO is obliged to hold 50% of the received net reward shares until the CEO´s shareholding in the company equals to 100% of the CEO´s annual base salary of the preceding year. Such number of the company’s shares must be held as long as the membership in the Management Team or the position as the CEO continues.
During the performance period 2022–2024, the rewards are based on the Group’s cumulative operating profit (EBIT). During the performance period 2022–2024, the CEO and other Incap Management Team members form the target group of the incentive plan. The rewards to be paid on the basis of the performance period 2022–2024 correspond to the value of an approximate maximum total of 30,191 Incap Corporation shares, including also the proportion to be paid in cash.
For the performance period 2023–2025, the rewards are based on the Group’s cumulative operating profit (EBIT). During the performance period 2023—2025, the CEO and other Incap Management Team members form the target group of the incentive plan. The rewards to be paid on the basis of the performance period 2023–2025 correspond to the value of an approximate maximum total of 27,123 Incap Corporation shares, including also the proportion to be paid in cash.
In May 2024, the Board of Directors of Incap Corporation decided on a new performance period 2024–2026 where the rewards are based on the Group’s cumulative operating profit (EBIT). During the performance period 2024–2026, the CEO and other Incap Management Team members form the target group of the incentive plan. The rewards to be paid on the basis of the performance period 2024–2026 correspond to the value of an approximate maximum total of 56,267 Incap Corporation shares, including also the proportion to be paid in cash.
