Remuneration to the Board of Directors
Fees to Board members elected by the annual general meeting are approved by the annual general meeting. It was decided at the annual general meeting on 5 May 2022 that fees shall be paid with SEK 650,000 to the Chairman of the board of directors, with SEK 400,000 to the Vice Chairman of the board of directors and with SEK 300,000 to each of the other board members who are not employed by the company. Remuneration for committee work shall be paid with SEK 125,000 to the Chairman of the Audit Committee, with SEK 50,000 to each of the other members of the Audit Committee, with SEK 50,000 to the Chairman of the Remuneration Committee and with SEK 25,000 to each of the other members of the Remuneration Committee.
Guidelines for remuneration to senior executives
According to the Swedish Companies Act, the Annual General Meeting shall decide on guidelines for remuneration to the CEO and other senior executives. The following guidelines were adopted at the Annual General Meeting on May 5, 2020.
The Company’s starting point is that remuneration shall be paid on market and competitive terms that allow senior executives to be recruited and retained. Remuneration to senior executives may consist of basic salary, variable remuneration, pension, other benefits and share-based incentive programs. The CEO and other senior executives can be entitled to other customary benefits of 20 percent of the basic salary per year, but not more than 15,000 SEK per month.
Remuneration to the CEO and other senior executives shall be based on factors such as work responsibilities, competence, experience, position and performance. Variable compensation shall be linked to predetermined and measurable criteria, designed to promote Alligator’s business strategy and long-term interests, including its sustainability. The compensation shall not be discriminatory on grounds of sex, ethnic background, national origin, age, disability or other irrelevant circumstances.
The CEO and other senior executives shall be offered a fixed salary that is market-based and based on the individual’s responsibility, competence and performance. In addition to salary, the CEO and other senior executives are generally entitled to an annual bonus of no more than 30 percent of the basic salary.
Pension benefits, including health insurance, shall be defined contribution stake, to the extent that the executive is not covered by defined benefit pension under mandatory collective agreement provisions. Pension premiums for defined-contribution pensions may not exceed 30 per cent of the fixed annual salary.
Additional variable cash compensation may be paid in extraordinary circumstances, provided that such extraordinary arrangements are made only at the individual level either for the purpose of recruiting or retaining executives, or in return for extraordinary work in addition to the person’s regular duties. Such remuneration may not exceed an amount equal to 30% of the fixed annual salary and shall not be paid more than once a year per individual. The Decision on such remuneration shall be taken by the Board of Directors after preparation by the Remuneration Committee.
At the termination of the employment, the notice period may not exceed six months. Severance pay, in addition to salary and other benefits during the notice period, may not exceed an amount equal to six times the monthly cash salary. However, in the event of termination by the executive, the notice period may be no more than six months without entitlement to severance pay. In addition to salary during the notice period, severance pay and compensation for the commitment to any restriction of competition may be paid. Such compensation shall compensate for any loss of income and shall be paid only to the extent that the former executive is not entitled to severance pay for the period for which the commitment relates. The remuneration shall be paid on the basis of the fixed salary at the end of the employment and shall not exceed 60 % of the fixed salary at the end of the employment, subject to mandatory collective agreements, and shall be paid for the period of commitment which shall be no more than 12 months after the termination of employment.
The Board of Directors may deviate from the guidelines in whole or in part if, in an individual case, there are special reasons for doing so and a deviation is necessary to satisfy the long-term interests of the company, including its sustainability, or to ensure the company’s financial viability. It is part of the Remuneration committee’s task to prepare the Board’s decisions on remuneration issues, which includes decisions on deviations from the guidelines.
Share-related incentive programs
Share saving program LTI 2021
The annual general meeting on 1 June 2021 resolved to implement a share saving program for a maximum of 877,500 matching and performance shares.
To enable the Company’s delivery of shares under the share saving program and thereby to secure ancillary costs, primarily social security expenses, the annual general meeting also resolved to authorize the board of directors to issue a maximum of 1,153,211 series C shares.
Warrant program LTI 2022
The annual general meeting on 5 May 2022 resolved to implement a warrant program for employees for a maximum of 3,700,000 warrants, as well as a warrant program for certain board members for a maximum of 600,000 warrants.
To enable the Company’s delivery of shares under the warrant programs, the annual general meeting also decided to issue up to 4,300,000 warrants to a wholly owned subsidiary.