The remuneration in Rapala VMC Corporation is based on the Group’s remuneration policy, available here. Policy has been adopted at the Rapala VMC’s General Meeting on 25 March 2020.
Group’s previous remuneration statement is available here.
According to the decision of the Annual General Meeting, in 2022 the annual fee to the Chairman of the Board was EUR 80 000 and the fee to other Board members was EUR 30 000. In addition, a reward of EUR 1 000 was paid of a Board or its Committee meeting. Members of the Board are reimbursed for travel expenses corresponding to the Group’s traveling compensation principles.
More information concerning the actualized remuneration of the Board is available in the Group’s Remuneration Report.
Remuneration of President and CEO
Rapala VMC announced the change of President and CEO on November 16, 2022. Louis d’Alançon succeeded Nicolas Cederström Warchalowski who acted as the President and CEO since March 1, 2020.
Nicolas Cederström Warchalowski’s remuneration consisted of fixed base salary with fringe benefits, short-term incentive scheme and long-term incentive schemes.
Louis d’Alançon’s remuneration as President and CEO consists of fixed salary and he has not been offered any variable pay plans during his current tenure as acting President and CEO. Due to his current service relationship with the company he is not entitled to annual or meeting fees of the board subject to the decision of the Annual General Meeting of 2022 concerning the board fees.
Salary, pension and short-term incentive
Nicolas Cederström Warchalowski’s annual fixed base salary in 2022 was 323 360 euros. The value of the fringe benefits paid to him was 23 422 euros. In 2022, a maximum earning opportunity of 230 000 euros was set as short-term incentive for the CEO & President. Based on the criteria achievement, the total outcome of the short-term incentive in 2022 did lead to a earned reward of 18 227 euros. The reward is due to payment in 2023 and Nicolas Cederström Warchalowski is entitled to this reward based on the Termination Agreement signed between him and the Company.
According to the termination agreement signed between the Company and Nicolas Cederström Warchalowski, after a six months’ notice period (during which Nicolas Cederström Warchalowski is entitled to the full salary and all fringe benefits), a severance pay of 312 000 euro is paid at the termination date in May 2023.
Nicolas Cederström Warchalowski was entitled to statutory pension benefits in accordance with the Employees Pension Act (“TyEL”). The company committed to provide the Nicolas Cederström Warchalowski an additional pension benefit in form of a free-form group pension insurance or an additional annual payment. The maximum amount of the additional pension benefit was 25% of the Cederström Warchalowski’s base salary of which the employer’s pension contribution is deducted. Louis d’Alançon is not entitled to statutory pension benefits nor has been granted an additional pension benefit.
Generally, President and CEO’s Managing Director’s Agreement will end by the time of the statutory retirement age unless terminated before that. In Nicolas Cederström Warchalowski’s Managing Director Agreement both the company and Cederström Warchalowski had a notice period of six months. Upon dismissal by the company a severance payment equalling to one year’s base salary was to be paid in addition to the notice time’s salary. In the Managing Director Agreement with Louis d’Alançon both parties may terminate the agreement by giving one months’ prior notice. Louis d’Alançon is not entitled to a severance payment.
Two share-based incentive plans were established in 2021 covering the past President and CEO Nicolas Cederström Warchalowski. The aim of the plans was to align the objectives of the shareholders and the plan participants for increasing the value of the company in the long-term, to retain the participants at the company and to offer them competitive incentive schemes that are based on earning and accumulating shares.
In the President and CEO’s Matching Share Plan 2021-2023 the past President and CEO was given an opportunity to receive matching shares for his personal investment in Rapala VMC shares after the matching period (FYs 2021-2023). The reward to be paid corresponded to the value of a maximum total of 28 800 Rapala VMC shares, also including the proportion to be paid in cash.
For the past President and CEO, the Key Employees’ Performance Share Plan 2021-2023 provided an allocation that corresponded to a value of an approximate maximum total of 120 000 Rapala VMC shares (including the proportion to be paid in cash) of the potential rewards based on the Rapala VMC’s financial performance criteria and the Company’s share price criterion to be measured in 2023.
As Nicolas Cederström Warchalowski has departed the company neither of the long-term Share-Based Incentives were earned by him and they are deemed void for his part.
The Chairman of the Board Louis d’Alançon has not been offered any variable pay plans during his current tenure as acting President and CEO. However, the Remuneration Committee and the Board of Directors considers variable pay plans for Louis d’Alançon during spring 2023.
More information concerning the actualized remuneration of President and CEO is available in the Group’s Remuneration Report.
Remuneration of Global Management Team
The Remuneration Committee of the Board of Directors, appointed by the Board of Directors of Rapala VMC Corporation, prepares and presents the proposals of the Global Management Team’s salary and other benefits to the Board of Directors according to its charter. The Board of Directors makes the decisions on Global Management Team’s remuneration based on the proposals.
The Global Management Team members’ base salaries and fringe benefits reflect the performance and individual job responsibilities, experience, skill and knowledge.
The members of the Global Management Team participate in the Group’s senior management bonus scheme. The amount and payment of the bonus requires that the financial and strategic targets are achieved. If the targets are not achieved, payment of bonus is fully at the discretion of the Board of Directors. Bonuses awarded under the scheme are paid once a year. Principally, the bonus can be no more than 100 percent of the annual salary.
The key employees’ Performance Share Plan established in 2021 includes one three-year performance period, covering the financial years 2021–2023. The rewards to be paid on the basis of the plan correspond to the value of an approximate maximum total of 800 000 Rapala VMC shares including also the proportion to be paid in cash. The potential rewards from the performance period 2021–2023 will be paid partly in the Company’s shares and partly in cash in 2024.
The potential reward from the performance period will be based on the Rapala VMC’s financial performance criteria and the Company’s share price criterion which will be measured during 2023. The financial performance criteria for the performance period are the Rapala VMC group product sales, the Company’s comparable earnings before interest and taxes (comparable EBIT) and the Rapala VMC’s average working capital ratio in 2023. Allocation of the potential rewards for the Global Management Team (excluding the President & CEO) correspond to the value of an approximate maximum total of 430 000 Rapala VMC shares also including the proportion to be paid in cash.
Performance Share Plan for Global Management Team, excluding the President and CEO
|Performance criteria||Total share return, the Group product sales, EBIT margin in 2023, the Group’s average working capital ratio in 2023|
|Performance share rights allocated||455 000|
|Share value at the grant date euro / share||7.12|
Pension and the retirement age of each Global Management Team member is determined by the pension legislation applicable to him/her. The Company has not arranged separate group pension insurance schemes or other additional pension benefits for GMT members. Certain members of the GMT have limited additional pension arrangements due to the local practices.
Remuneration paid for the members of Global Management Team on aggregate level
|Salaries and fringe benefits||3.2||3.1||2.1|
|Expense of statutory / voluntary pension plans||0.1||0.2||0.6|
|Performance share rights allocated||430 000||455 000||465 000|