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 14, 2024 resolved that fees should be paid in the amount of SEK 250,000 to the Chairman of the Board and SEK 125,000 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 2024 Annual General Meeting resolved to adopt the following guidelines for remuneration of senior executives:
Generally
The company must have the remuneration levels and employment conditions required to ensure the company’s access to executives with the necessary competence and capacity to reach set goals at costs adapted to the company and taking into account the competence of the individual executive. Remuneration for senior executives shall consist of a fixed, and for certain senior executives, variable salary, other benefits and pension. These components must create a well-balanced remuneration that reflects individual competence, responsibility and performance, both in the short and long term, as well as the company’s overall results. Board fees shall not be paid to senior executives who are employees of the Company.
The guidelines’ promotion of the Company’s business strategy, long-term interests and sustainability
The guidelines shall promote the Company’s business strategy and long-term interests and sustainability. AlzeCure® is a Swedish pharmaceutical company that works to develop new innovative small molecule drug therapies for the treatment of severe diseases that affect the central nervous system, such as Alzheimer’s disease and pain – indications for which there is currently very limited treatment available. The company is listed on the Nasdaq First North Premier Growth Market and is developing several parallel drug candidates based on the three research platforms: NeuroRestore®, Alzstatin® and Painless.
NeuroRestore consists of two symptom-relieving drug candidates where the unique mechanism of action enables multiple indications – Alzheimer’s disease, but also cognitive dysfunction in traumatic brain injury, sleep apnea and Parkinson’s disease. The Alzstatin platform focuses on developing disease-modifying and preventive drug candidates for the early treatment of Alzheimer’s disease and consists of two candidates.
Painless is the company’s research platform in the area of pain and contains two projects: ACD440, which is a drug candidate in the clinical phase aimed at neuropathic pain, and TrkA-NAM, which is aimed at other severe pain conditions such as osteoarthritis.
A successful implementation of the Company’s business strategy, long-term interests and sustainability requires that the Company can attract the right employees. These guidelines intend to give the Company the conditions to recruit and retain qualified employees.
Fixed salary
The basic salary forms the basis of the total compensation and must be proportionate to the position holder’s competence, responsibility, authority and performance. A review of the fixed salary must be carried out on an annual basis for each calendar year.
Variable compensation
The variable remuneration may not exceed an amount corresponding to six months’ salary for respective executives. The annual variable remuneration is based on results in relation to individually defined qualitative and quantitative measures as well as results for the Company in relation to targets set by the Board. The performance criteria set must be determined and documented annually. Pensionable salary consists solely of basic salary.
Other benefits
Other benefits for the Company consist of customary benefits according to local practice. Such other benefits may include, for example, healthcare insurance. Share and share price-related programs shall, where applicable, be decided by the General Meeting. Allocation must take place in accordance with the General Meeting’s decision.
Pension
The senior executives’ pension terms must be market-based in relation to what generally applies to corresponding executives in the market. The pension must be based on defined contribution pension solutions or alternatively covered by the general pension plan, either via the ITP plan or through individual occupational pension insurance within the framework of ITP. Pensionable salary consists solely of basic salary.
Termination pay and severance pay
The notice period shall be at least three months in the case of termination on the initiative of the senior executive and in the case of termination by the Company between three and twelve months. Severance pay is not paid. Apart from what follows from the employment agreement as above, the senior executives are not entitled to any benefits after the termination of the employment/assignment.
Salary and terms of employment for employees
When preparing the Board’s proposal for these compensation guidelines, pay and employment conditions for the Company’s employees have been taken into account. Information on the employees’ total remuneration, remuneration components as well as the remuneration’s increase and rate of increase over time, has formed part of the Board’s decision-making basis in the evaluation of the reasonableness of the guidelines and the limitations that follow from them.
Decision-making processes
The Board’s tasks include preparing and deciding on proposals for guidelines for remuneration to senior executives. The Board intends to draw up proposals for new guidelines at least every four years and present the proposal for decision at the Annual General Meeting. The Board must also monitor and evaluate the application of the guidelines as well as current remuneration structures and remuneration levels in the Company. In the Board’s consideration of and decisions on remuneration-related matters, the CEO or other persons in the company’s management are not present, to the extent that they are affected by the matters.
Departing from the guidelines
The Board may decide to temporarily depart from the guidelines in whole or in part, if in an individual case there are special reasons for it and a departure is necessary to satisfy the Company’s long-term interests, including its sustainability, or to ensure the Company’s financial viability. Special reasons can also consist, for example, in the fact that a deviation is deemed necessary to recruit or retain key personnel or in extraordinary circumstances such as the company achieving a certain desired result in a shorter time than planned.
Share-related compensation programs
In 2023, the company provided an incentive program with warrants aimed at the Chief Executive Officer. A total of 500,000 warrants were issued. The warrants, which were issued at the market price based on an external valuation as of May 17, 2023, entitle the holder to subscribe for shares during the period July 1, 2026 – August 1, 2026. The issue price for newly subscribed shares totalled 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 17, 2023. For more information, see the minutes from the annual general meeting.