Remuneration

Remuneration Policy and Remuneration Reports

Optomed’s Annual General Meeting 2024 has approved  a remuneration policy for the Company. The remuneration policy presents the framework and governance for the remuneration of the members of the Board of Directors and the CEO of Optomed Plc. Optomed publishes yearly remuneration reports that describe the remuneration in more detail.

Remuneration of Members of the Board of Directors

The General Meeting of Shareholders determines the remuneration payable to the members of the Board of Directors.

The Annual General Meeting of 2024 resolved the following on the Board of Directors’ annual remuneration:

• EUR 36,000 for the Chairman of the Board of Director
• EUR 18,000 for each member of the Board of Director

Further, the Annual General Meeting approved that a meeting fee in the amount of EUR 300 is paid to the Chairpersons and EUR 200 to the members of the Committees for Committee meeting. 40 percent of the Board of Directors remuneration is paid in Optomed shares and 60 percent in cash. The remuneration in 2023 was as follows:

Remuneration of the CEO

The remuneration of the CEO of the Company in accordance with the remuneration policy consists of a monthly fixed salary, customary fringe benefits and short and long-term incentives. The Board of Optomed decides on the CEO’s remuneration annually within the framework of the Policy and based on the proposal of the Board’s remuneration committee.

The remuneration and benefits paid to the CEO during the financial yeas 2024 are presented in the following table:

^{All in EUR thousand.
1) Includes benefits}

In 2024, 87% of the total remuneration consisted of fixed pay components and 13 % of variable pay components.

The CEO is entitled to both a long term incentive scheme, and a short-term incentive scheme. Additionally, the CEO is entitled to supplementary pension. The current retirement age for the CEO follows the Finnish Employee’s Pension Act. The CEO long-term stock ownership target is 50% of his annual gross salary. At the end of 2024, Juho Himberg owned 30,000 Optomed stocks which complies with the target. The termination period of the CEO contract is 12 months.

Short Term Incentive

The short-term incentive (STI) performance criteria for 2024 were set by the Board in the beginning of the financial year. These criteria encompassed several financial and strategic objectives. The strategic objectives included various business development and other targets. The maximum bonus for the CEO under the short-term incentive system was EUR 206,400, i.e. approximately 100 percent of the yearly fixed salary, with the largest single target being the revenue growth target, representing approximately 50 percent of the total compensation. Compensation begins to accrue when revenue exceeds a separately defined minimum level and increases linearly in milestones, reaching 100% of the target level when the set revenue target is met. The second-largest goal is related to Adjusted EBITDA.

Based on the achievement of the targets in 2024, the CEO will be paid a short-term incentive of EUR 30,950, which corresponds to 15 percent of the maximum amount. The payment will be made in 2025. The performance metrics and earned incentives of the short-term incentive scheme are detailed in the table below

The performance metrics and earned incentives of the short-term incentive scheme are detailed in the table below.

Long Term Incentive

During 2024, the CEO received 150,000 options based on option plan 2024A. The purpose of the plan is to retain and incentivize the CEO among other key employees. The subscription price is EUR 4.62 per option. The subscription period is 1 January 2026 – 31 December 2028, after which the program will expire. Should the service relationship of the CEO be terminated the option rights are automatically transferred to the Company without consideration unless the Board decides otherwise. Total LTI holdings of the CEO at the end of 2024.

Remuneration of Members of the Leadership Team

For the financial period 2024, the remuneration of the members of the Leadership Team of the Company (excluding the CEO) have consisted of a monthly fixed salary, customary fringe benefits and short and long term incentive schemes.

Short term incentive

In 2024, the Board approved short term incentive scheme of the Leadership team was based on the same targets as the CEO’s and the maximum amount was identical.

Long term incentive

The members of the Leadership Team have received options entitling to shares in the Company as an incentive. The subscription prices of the options are EUR 3.50 – 5.00 and the exercise periods range between  2024–2027. The options are forfeited and automatically transferred to the Company without consideration if the employment or service relationship to the Group is terminated, for any reason whatsoever, or if the consultancy agreement with the Group is terminated, for any reason whatsoever, unless the Board of Directors decides to deviate from the rule.

The remuneration presented below shows the remuneration paid to Optomed Plc’s leadership team (excluding the CEO) for the financial years 2024-2021:

Optomed offers the Leadership Team the statutory Finnish TyEL pension. The Leadership Team members’ employment contracts may be terminated on a mutual basis with a notice period ranging from two to six months. In addition,  Leadership Team are entitled to separate pension arrangements from 2024 onward.

The Leadership Team members’ employment contracts may be terminated on a mutual basis with a notice period ranging from six to twelve months. In addition, the Vice President of Software and the managing director of Optomed Software Oy, Markku Myllylä, is entitled to a severance pay of an amount equaling nine months’ salary in addition to the salary for the notice period if the Company terminates the managing director contract. The severance pay is not payable in case of a material breach by the CEO or when the contract is terminated on grounds equal to those under Chapter 7 Section 2 or Chapter 8 Section 1 or 3 of the Finnish Employment Contracts Act (55/2001, as amended).