Board of Directors
Remuneration to the members of the company’s Board of Directors is decided by the general meeting of shareholders. The Annual General Meeting held on May 22, 2019 resolved that fees should be paid in the amount of SEK 150,000 to the Chairman of the Board and SEK 75,000 to other Board members who are not employed by the company, for the period up to the next Annual General Meeting.
The members of the Board are not entitled to any benefits after they have left their position on the Board.
CEO and other senior executives
Remuneration to senior executives who are employees may consist of basic salary, pension and other benefits. For the CEO there is a reciprocal notice period of six months. AlzeCure Pharma’s employment contracts contain provisions stating that all intellectual property rights developed by the employee as part of his/her employment are to accrue to AlzeCure Pharma. The company’s employment contracts contain restrictions on competition.
Other than what is stated above, no senior executives are entitled to remuneration after employment has ended.
Guidelines for remuneration of senior executives
The guidelines shall apply to employment contracts entered into after this decision on guidelines, and to any changes made to existing terms after this decision. The 2019 Annual General Meeting resolved to adopt the following guidelines for remuneration of senior executives:
AlzeCure Pharma shall offer a total compensation package at market levels that enables skilled senior executives to be recruited and retained. Remuneration to the CEO and other senior executives may consist of basic salary, variable remuneration, other benefits and pension. The basic salary forms the basis of the total remuneration and shall be proportionate to the executive’s responsibilities and authority. The variable remuneration must not exceed an amount equal to six months’ salary for the executive concerned. The variable remuneration is based on performance in relation to individually defined qualitative and quantitative measures, and also on the performance of the company relative to targets set by the Board of Directors. Pensionable pay consists only of basic salary.
The notice period shall be at least three months if employment is terminated on the initiative of the senior executive and between three and twelve months if terminated by the company. No severance pay is due on termination of employment. Any share-based and share price-related programs shall be decided by the general meeting of shareholders. Allocations will be made in accordance with the resolutions passed by the general meeting. Other than as follows from employment contracts as described above, the senior executives are not entitled to any benefits after their employment/duties have ended.
The CEO’s remuneration shall be set and approved by the Board of Directors. Remuneration to other senior executives shall be set by the CEO, who shall present a proposal to the Board of Directors for approval. The Board of Directors shall be entitled to deviate from the above guidelines for remuneration of senior executives if there is particular reason to do so.
Share-related compensation programs
In 2019 the company launched an incentive program with warrants aimed at some members of the Board of Directors. A total of 110,000 warrants were issued: 35,000 warrants went to Thomas Pollare and 25,000 warrants each went to An van Es Johansson, Ragnar Linder and Pirkko Sulila Tamsen. The warrants, which were issued at the market price as of May 22, 2019, entitle the holder to subscribe for shares during the period June 15–30, 2022. The issue price for newly subscribed shares totaled 150 percent of the volume-weighted average closing price for the company’s shares on the Nasdaq First North Premier Growth Market during the 10 trading days preceding the Annual General Meeting on May 22, 2019. For more information, please see the minutes from the AGM of May 22, 2019.
In 2020 the company also launched an incentive program, this time with warrants aimed at the Chief Executive Officer. A total of 300,000 warrants were issued. The warrants, which were issued at the market price based on an external valuation as of May 20, 2020, entitle the holder to subscribe for shares during the period June 15, 2023 – July 5, 2023. The issue price for newly subscribed shares totaled 150 percent of the volume-weighted average closing price for the company’s shares on the Nasdaq First North Premier Growth Market during the 10 trading days preceding the Annual General Meeting on Wednesday, May 20, 2020. For more information, please see the minutes from the AGM of Wednesday, May 20, 2020.