Logistea’s Annual General Meeting on 3 May 2024 has resolved on guidelines for remuneration to senior executives as follows.
The company’s remuneration guidelines: scope, purpose and deviations
An overall objective of Logistea’s operations is to create good development of shareholder value over time, which will be achieved by implementing Logistea’s business strategy.
Successful implementation of the company’s business strategy and safeguarding the company’s long-term interests, including its sustainability, requires that the company is able to recruit and retain qualified employees. Logistea shall therefore have the remuneration levels and terms of employment required to recruit and retain senior executives with good competence and capacity to achieve set goals, implement the business strategy and safeguard the company’s long-term interests, including its sustainability work. Marketability and competitiveness shall apply as overarching principles for the remuneration of senior executives. Logistea shall offer market-based and competitive remuneration that is commensurate with responsibilities and authority. The compensation shall also be based on factors such as the importance of the work tasks, the employee’s skills, experience and performance. The remuneration shall consist of fixed salary, any variable remuneration, pension benefits and other benefits. In addition, and independently of these guidelines, the Annual General Meeting may decide on, for example, share- and share-price-related remuneration. The variable remuneration shall aim to promote long-term value creation within the Group, by promoting Logistea’s business strategy and long-term interests, including its sustainability work.
During 2023, the Company has complied with the applicable remuneration guidelines adopted by the Annual General Meeting. No deviations from the guidelines have been made and no deviations have been made from the decision-making process that according to the guidelines should be applied to determine the remuneration. The auditor’s statement on the company’s compliance with the guidelines will be available on the https://logistea.se/en/section/corporate-governance/general-meetings/ no later than three weeks before the 2024 Annual General Meeting. No remuneration to senior executives has been reclaimed from the company.
Variable remuneration
In addition to fixed salary, variable remuneration that rewards clearly goal-related performance in simple and transparent structures should be offered. The variable remuneration shall be linked to predetermined measurable criteria that shall be designed to promote the company’s business strategy and long-term interests, including sustainability.
The annual performance-based remuneration is based on the development of operating profit and on an overall assessment of the development of certain individually targeted factors that the Board of Directors, after consultation with the CEO, decides to prioritise during the current financial year. In order for variable remuneration to be paid, set targets must be met. If compensation is to be paid, payment is made in the form of salary annually after the financial statements are established. The remuneration has a one-year performance and vesting period. Variable remuneration may amount to a maximum of 50 per cent of the fixed annual salary and be paid in the form of non-pensionable cash salary.
Individually targeted factors
Additional variable remuneration may be paid in extraordinary circumstances, provided that such extraordinary arrangements are time-limited and only made at the individual level either for the purpose of recruiting or retaining executives, or as compensation for extraordinary work in addition to the person’s ordinary duties. The individually targeted factors will contribute to the company’s sustainability goals over time.
Long-term incentive program (LTIP)
Warrant program 2021/2025
At an Extraordinary General Meeting of the Company on 22 October 2021, it was resolved to implement an incentive program for existing and future senior executives, key employees and employees of the Company (“Incentive Program 2021/2025”). The Board’s reason for the proposal was that the employees through the introduction of an incentive program are expected to have a personal and long-term ownership commitment, which is expected to lead to an increased interest in the business and earnings development, increase motivation, that the Company is expected to be able to retain and recruit competent and committed staff and an increased shareholder value for all shareholders.
The program comprises a maximum of 4,180,000 warrants entitling to subscription of a maximum of 4,180,000 new Class B shares in the Company. The right to acquire the warrants was granted, with deviation from the shareholders’ preferential rights, the following allotment categories: (i) CEO and Deputy CEO: not more than 2,090,000 warrants, corresponding to a maximum of 1,045,000 warrants per participant; (ii) senior executives, CFO and COO: not more than 960,000 warrants, corresponding to a maximum of 480,000 warrants per participant; (iii) key employees including consultants: a maximum of 800,000 warrants corresponding to a maximum of 200,000 warrants per participant and (iv) other employees: a maximum of 330,000 warrants corresponding to a maximum of 55,000 warrants per participant. As consideration for the warrants, the warrant holders have paid SEK 2.06 per warrant during the allotment date. The option price is calculated according to the Black & Scholes valuation model. At the end of the year, the programme had a coverage rate corresponding to 99 per cent.
Warrant program 2023/2026
At the Annual General Meeting of the Company on 5 May 2023, it was resolved to implement a new incentive program for existing and future senior executives, key employees and employees in the Company (“Incentive Program 2023/2026”). The Board’s reason for the proposal was that the employees through the introduction of an incentive program are expected to have a personal and long-term ownership commitment, which is expected to lead to an increased interest in the business and earnings development, increase motivation, that the Company is expected to be able to retain and recruit competent and committed staff and an increased shareholder value for all shareholders.
The program comprises a maximum of 1,640,000 warrants entitling to subscription of a maximum of 1,640,000 new Class B shares in the Company. The right to acquire the warrants was granted, with deviation from the shareholders’ preferential rights, the following allotment categories: (i) CEO and Deputy CEO: a maximum of 440,000 warrants corresponding to a maximum of 286,000 warrants per participant; (ii) other management team: a maximum of 640,000 warrants corresponding to a maximum of 208,000 warrants per participant; (iii) other senior executives: a maximum of 240,000 warrants corresponding to a maximum of 104,000 warrants per participant and (iv) other employees and key employees: a maximum of 320,000 warrants corresponding to a maximum of 52,000 warrants per participant. As consideration for the warrants, the warrant holders have paid SEK 1.15 per warrant during the allotment date. The option price is calculated according to the Black & Scholes valuation model. At the end of the year, the programme had a coverage rate corresponding to 98 per cent.