Remuneration to the board of directors
At the AGM on May 22, 2024, it was resolved that the total fees to Board members, including committee work, would amount to SEK 2,610,000 and allocated as follows:
- Fees to Chairman of the Board Eugen Steiner totaling SEK 800,000
- For regular Board members not employed by the company (i.e. five members excluding Lars Lannfelt) fees totaling SEK 290,000 each
- Fees in the Audit Committee totaling SEK 100,000 to the Chairman and SEK 60,000 to the other non-executive committee members
- Fees in the Remuneration Committee totaling SEK 60,000 to the Chairman and SEK 40,000 to the other non-executive committee members
- No fees are paid to the Research Committee
For the financial year 2024 the board members received remuneration as set out in the table below. All amounts in kSEK.
| Name | Elected | Independent in relation to company and management | Independent in relation to major shareholders | Audit Committee | Remuneration Committee | Board of Directors | Audit Committee | Remuneration Committee |
|---|---|---|---|---|---|---|---|---|
| Eugen Steiner | 2017 | Yes | Yes | — | Yes | 17/17 | — | 7/7 |
| Cecilia Edström | 2023 | Yes | Yes | Yes | — | 17/17 | 5/5 | |
| Anna-Lena Engwall1) | 2024 | Yes | Yes | Yes | — | 10/17 | 3/5 | — |
| Pär Gellerfors | 2003 | Yes | No | — | Yes | 17/17 | — | 7/7 |
| Lars Lannfelt | 2003 | No | No | — | — | 16/17 | — | — |
| Lotta Ljungqvist | 2021 | Yes | Yes | — | Yes | 17/17 | — | 7/7 |
| Mikael Smedeby | 2018 | Yes | Yes | Yes | — | 17/17 | 5/5 | — |
| 1. Anna-Lena Engwall elected to the Board of Directors and the Audit Committee at the AGM May 22, 2024 | ||||||||
Remuneration to the CEO and senior management
Senior management refers to the CEO and the management group, which consists of ten persons in total. The purpose of the guidelines concerning remuneration to senior executives is to provide BioArctic with the conditions for attracting, motivating and retaining competent managers. Remuneration is to be market-based and competitive and should reflect the performance and responsibilities of the individual as well as BioArctic’s financial performance. At the same time, the remuneration should be in line with shareholder interests. Remuneration is to consist of fixed and variable salary, the customary employment benefits and market-based pension.
For the fiscal year 2022 the CEO and senior executives received remuneration as set out in the table below. All amounts in kSEK.
| Senior executives | Fixed salary / Fees | Variable remuneration | Pension | Sharebased remuneration | Total |
| CEO Gunilla Osswald | 5 346 | 1 418 | 1 434 | 531 | 8 730 |
| Other senior executives (8 persons) 1, 2 | 13 552 | 2 431 | 3 352 | 602 | 19 937 |
| Total remuneration and other benefits | 23 534 | 3 849 | 5 222 | 1 133 | 33 737 |
| 1) Lars Lannfelt is active in the company and is employed at 100% of full-time service. Lars is part of the management group but is reported in the Board of Directors only in the table above so as not to be double-counted. 2) The amount does not include any invoiced fees (kSEK 1,915). |
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CEO Gunilla Osswald received remuneration of kSEK 5,346 as fixed annual salary and an additional 35 percent in pension provisions. The CEO is covered by the rewards program covering all employees; see below. In 2022, the CEO had variable remuneration of up to 35 percent of annual salary. Between BioArctic and the CEO, there is a notice period of 12 months by BioArctic and 6 months by the CEO. Upon termination by BioArctic, the company has the right to relieve the employee during the notice period.
Company management comprises tensenior executives. Senior executives except the CEO receive normal market remuneration and individually negotiated premiums for service pension or alternately premiums under the terms of BioArctic’s pension plan. All other employees receive market salaries, and premiums are allocated to the occupational pension in accordance with the terms of the BioArctic’s pension plan. All employees have a contractual mutual notice period of three months or alternately in accordance with the Employment Protection Act. Severance pay is not applied.
BioArctic has one reward program covering all permanent employees. One condition for receiving variable remuneration is that the employee has been employed for more than six months at the time when the goal that forms the basis for payment of variable remuneration is reached. The goals are linked to milestones achieved under the research program for Alzheimer’s disease. The potential variable remuneration to the employee amounts to one month’s salary per milestone. The variable remuneration is not pensionable.
Variable remuneration
Variable remuneration will be related to the outcome of BioArctic’s goals and strategies and based on predefined and measurable criteria designed to promote long-term value creation. The share of total remuneration that comprises variable remuneration may vary depending on position. At most, however, variable remuneration – except for remuneration under the company’s milestone-based program – can correspond to 50 percent of the senior executive’s annual fixed salary. Variable remuneration must be non-pensionable to the extent it does not otherwise follow from compulsory provisions in collective bargaining agreements.
Share-based incentive programs
BioArctic has four ongoing long-term incentive programs decided at the annual general meetings in 2019, 2023, 2024, and 2025.
Stock Option Program 2019/2028:
Covers a maximum of 1,000,000 employee stock options. The options can be exercised for share subscription from three to five years after allocation, and the program extends over five years and six months from the allocation date for each employee.
Performance Share Unit (PSU) program 2023/2026:
Is a three-year incentive program covering a maximum of 125,000 performance share rights which, provided the share price increases by at least 30 percent over a three-year period, entitles participants to receive shares without consideration or cash payment.
Performance Share Unit (PSU) program 2024/2027:
Is a three-year incentive program covering a maximum of 160,000 performance share rights which, provided certain conditions are met, entitles participants to receive B shares free of charge. The program includes sub-goals that the share price should increase by at least 30 percent over a three-year period (30 percent of total goal), goals regarding the company’s research and development and/or partnerships (60 percent of total goal), and sustainability-related goals (10 percent of total goal).
Stock Option Program 2025/2028:
The program is a three-year incentive program under which participants will be allocated a total of up to 210,000 share rights which, provided certain performance conditions are met, entitles participants to receive B shares in the company free of charge. The program includes sub-goals that the share price should increase by at least 30 percent over a three-year period (30 percent of total goal), goals regarding the company’s research and development and/or partnerships (60 percent of total goal), and sustainability-related goals (10 percent of total goal).
If you want to read more about the incentive programs, you can find more information here: Annual Report 2024