Fees and other remuneration to the members of the board of directors, including the chairman, are resolved by the shareholders’ meeting. The 2022 Annual General Meeting resolved that fees to the Board of Directors shall be paid as follows (fees for 2021 within brackets):
- SEK 300,000 (300,000) to the Chairman of the Board and SEK 150,000 (150,000) to each of the other members elected by the Annual General Meeting. Fees shall not, however, be paid to members who are employees of the Company or dependent in relation to major shareholders, and
- SEK 150,000 (125,000) to the Chairman of the Audit Committee and SEK 60,000 (60,000) to each of the other members of the Audit Committee and SEK 20,000 (20,000) to the Chairman of the Remuneration Committee and SEK 15,000 (15,000) to each of the other members of the Remuneration Committee.
The Annual General Meeting resolved that the auditor’s fees be paid as per approved invoice.
At the annual shareholders’ meeting held on May, 2021, it was resolved that the fee to Mia Hemmingson should be SEK 220,000 and that the fee to other members of the board of directors should be SEK 120,000. No fee will be paid to members of the board of directors that are employed by the Company or not independent of the major shareholders in the Company. The members of the board of directors are not entitled to any benefits following termination of their assignments as directors of the board. It was resolved that the fee to the chairman of the board of directors’ audit committee should be SEK 125,000 and that the fee to each of other members of the audit committee should be SEK 60,000. The shareholders’ meeting resolved that the fee to the chairman of the board of directors’ remuneration committee should be SEK 20,000 and that the fee to each of the other members of the remuneration committee should be SEK 15,000.
At the annual shareholders’ meeting on July 10, 2020, it was resolved to adopt guidelines for remuneration to the CEO and other members of the executive management, mainly implying that the Company shall offer the senior executives a competitive remuneration in order to be able to employ, motivate and retain competent employees, who works to achieve maximum shareholder and customer value. The remuneration shall be in line with market conditions and may consist of the following components: fixed cash remuneration, variable cash remuneration other benefits and pension.
CEO and other senior executives
The principles for remuneration and other terms of employment for company management mainly mean that the Company must offer their senior executives competitive remuneration. Remuneration to the CEO and other senior executives consist of a fixed remuneration per month. The notice period from Renewcell AB’s side shall be a maximum of six months for the CEO and a maximum of six months for other senior executives. Some other compensation for example in the form of severance pay, is not paid. The notice period on the part of the CEO shall be a minimum of six months and for other senior executives, it shall be a minimum of three months. All pension commitments must be defined-contribution. Market agreements between the Company and representatives from the Board and management team are available.
Current incentive programs
Employee option program (from 2018)
This was an early stage employee option programme, which entitled a small number of employees to acquire up to 91,000 shares during a period ending on 31 December 2025 at a subscription price of SEK 13.54 per share. As of 26th April, participating employees have acquired 82,250 new shares following exercise of options under the programme, while outstanding options entitle the participating employess to acquire up to 8,450 new shares. The employee option program (from 2018) is hedged by warrants of series 2019/2027.
Warrants series 2019/2023
This series originally gave the right to the CEO Patrik Lundström to subscribe for 680,160 shares at a subscription price of SEK 48.43 per share during the period up to 3 September 2023. Of the total above amount of 680,160 shares, 227,110 new shares were acquired on July 6 2023 and the right remains to subscribe for a further 453,050 shares.
Warrants series 2021/2024
This series gives the right to subscribe for 471,970 shares at a subscription price of SEK 287.53 per share during the period from 8 November 2024 until 8 December 2024. The program is directed to the CEO, senior executives as well as other key personnel in the company.
Warrants series 2022/2025
This series gives the right to subscribe for 160,000 shares at a subscription price of SEK 103.51 per share during the period from 15 November 2025 until 15 December 2025. The program is directed to two senior executives.