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Tapio Pajuharju started as CEO of Kamux Corporation on June 1, 2023.
The remuneration of the CEO consists of the following elements:
CEO Pajuharju’s salary corresponds to EUR 45,000 per month. The CEO is entitled to an unlimited car benefit and a phone benefit.
Annual performance bonus
The objective of the performance-based bonus system (annual performance bonus) is to steer the CEO towards achieving the company’s short-term financial and operational targets as well as to support the realization of the company’s strategy in the short term. The company’s Board of Directors decides on the performance criteria of the annual performance bonus each year. Approved by the Board and based on the achievement of the performance criteria, the bonus is paid in cash after a one-year performance period. The annual performance bonus payable to the CEO may equal up to 12 months’ salary. The annual performance bonus is paid under the condition that the limit for group-level adjusted operating profit, set by the company for incentives, has been met.
In 2023, the performance criteria of CEO Pajuharju’s annual performance bonus are linked to the adjusted operating profit target set for the financial year and to a revenue growth target. The possible annual performance bonus for 2023 will be set in proportion to the duration of the service of the CEO in 2023.
Share-based incentive plan for 2023–2026
The Board of Directors of Kamux Corporation has approved a long-term share-based incentive plan for the years 2023-2026 for Tapio Pajuharju, Kamux Corporation’s CEO as of June 1, 2023 (the “plan”). The objective of the plan is to encourage and commit the CEO to implement the strategy and to increase the value of the company in the long term, as well as to align the objectives of the company’s shareholders and key employees to increase the value of the company. It also aims to retain the CEO and provide him with a competitive remuneration scheme based on the earning and accumulation of the company’s shares. The scheme is in line with Kamux’s remuneration policy.
The plan commences on June 1, 2023, and ends on December 31, 2026. The net shares issued as a reward are subject to a transfer restriction during the commitment period, which starts on the date of payment of the reward and ends on April 30, 2027. The plan is divided into four measurement periods. The first measurement period is from June 1 to December 31, 2023, and the other measurement periods are fiscal years beginning on January 1 and ending on December 31 (the “measurement period”). The payment of possible rewards will be based on the achievement of the targets set by the Board of Directors for each measurement period. For each measurement period, the targets are based on the development of the company’s EBIT, market value and an ESG criterion based on the company’s sustainability program.
The Board of Directors has decided on the maximum reward for the CEO for each measurement period, based on his gross monthly salary. The maximum reward payable for the duration of the plan is a maximum of 129,310 shares for each of the measurement periods 2024-2026 and a maximum of 75,431 shares for the measurement period 2023, i.e. a maximum of 463,360 shares in total. The maximum reward for each measurement period is equivalent in value to 15 months’ gross monthly salary of the CEO (for the 2023 measurement period, pro-rated for the duration of the term of office). The maximum reward is expressed in gross number of shares before deduction of applicable taxes. In accordance with Kamux’s remuneration policy, the earning potential of the share-based incentive scheme is calculated by using the market price of the Kamux’s share upon the beginning of the plan.
Half of the potential reward for each measurement period will be paid by the end of April following the end of the measurement period, with the exception of the 2023 measurement period, for which the potential reward will be paid no earlier than July 1, 2024, and no later than July 31, 2024. Half of the reward for each measurement period will be paid following the end of the entire performance period by April 30, 2027. The remuneration payable will consist of the net number of shares remaining after deduction of the cash portion of the tax payable on the gross remuneration determined.
If the CEO’s contract is terminated before the payment of the remuneration, the remuneration is not paid as a rule. If the CEO’s contract is terminated during the engagement period, the shares already paid as reward will revert to the company, unless the Board of Directors decides otherwise. Following the end of the engagement period, the CEO must own half of the net shares received under the scheme until his total shareholding in the company equals his annual salary at the time of payment (ownership obligation). This number of shares must be held for as long as the CEO’s term of office continues. The Board of Directors may, at its discretion, grant exceptions to the ownership obligation. The Board of Directors may make such changes to the scheme as it deems necessary in the manner specified in the terms and conditions.
If the maximum targets set for the performance criteria are met, the maximum value of the rewards payable under the scheme for the whole scheme period is EUR 2,418,750 (gross), corresponding to 463,360 Kamux shares (approximately 1.2% of Kamux’s total number of shares), calculated on the basis of the Kamux share price on June 1, 2023 (€5.22) and the CEO’s monthly salary for June 2023 (€45,000).
Key terms of service of the CEO
The management contract of the CEO is an indefinite contract with a six-month period of notice. If the company terminates the contract, the CEO is entitled to a severance payment corresponding to the CEO’s 6 months’ full salary at the time of termination.
The CEO’s retirement age is subject to the applicable legislation. The CEO receives his supplementary pension upon turning 63 years old. Additionally, the CEO is entitled to a supplementary pension insurance. The supplementary pension agreement is a defined contribution plan. The CEO has a life insurance policy provided by Kamux and the beneficiaries are the family members of the CEO.