Remuneration Policy and Remuneration Reports, Remuneration of Members of the Board of Directors, Remuneration of the CEO and Remuneration of Members of the Leadership Team.

Last modified: 12.3.2024

Remuneration Policy and Remuneration Reports

Optomed’s Annual General Meeting 2020 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 2023 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:

 Name Position Yearly fees Meeting fees Consulting fees Total
Petri Salonen Chairman 36  0  78  114
Catherine Calarco Board member 18 1 0 19
Mars Duan Board member since 6 September 2022 0 0  0  3
Seppo Mäkinen Remuneration Committee Chairman 18 1  0 19
Reijo Tauriainen Audit Committee Chairman 18 1  0  19
Anna Tenstam Board member 18 1  0 19
Ty Lee Board member 18 1  0  19

All in EUR thousand.


Remuneration of the CEO

The remuneration of the CEO of the Company in accordance with the remuneration policy consists of a monthly fixed salary of EUR 17,200, 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.

In 2023, 100% of the total remuneration consisted of fixed pay components and 0 % of variable pay components. Juho Himberg started as the CEO of Optomed 1 October 2023 and he was therefore paid for three months in 2023. Starting from 2024, 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 and health insurance from 2024 onwards. The current retirement age for the CEO follows the Finnish Employee’s Pension Act. The Board has recommended that the CEO’s Optomed stock ownership target is 50% of his annual fixed gross salary.

The remuneration and benefits paid to the CEOs during the financial year 2023 are presented in the following table:

Fixed Salary1 Short Term Incentive Share-based payments Total
Seppo Kopsala,
CEO until 30.9.2023
129² 0 0 129
Juho Himberg,
CEO from 1.10.2023
52 0 0 52
Total 181 0 0 181

All in EUR thousand.
1) Includes benefits


Short Term Incentive

The short-term incentive (STI) performance criteria for 2023 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 bu siness development and other targets. The maximum bonus for the CEO under the short-term incentive system was EUR 69,750, 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, reaching 100% of the target level when the set revenue target is met. The second-largest goal related to the FDA clearance for the Company’s AI fundus camera and its sales, representing about 25 percent of the total compensation.

Based on the achievement of the targets in 2023, the former CEO Seppo Kopsala will be paid a short-term incentive of 4,125 euros, which corresponds to 5.9 percent of the maximum amount. The earnings for the year were adjusted pro rata based on Kopsala’s contract terminating 30 September 2023. The payment will be made in 2024. No short-term incentives were be paid to Juho Himberg for the year 2023.

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

Measure Weight of the measure (%) Outcome on the measurement scale Total earning opportunity

(per cent of the fixed annual salary)

Total outcome
Revenue growth 52% 8%
FDA clearance and related sales targets 25% Not achieved during 2023 Maximum earning opportunity: 58% EUR 4,125
Measures based on strategic targets and projects 23% 15%


Long Term Incentive

For the financial period 2023, the CEO salaries and benefits have completely consisted short term incentive scheme and fixed remuneration. No decisions were made regarding new long-term programs, nor were payments made based on existing programs.


Remuneration of Members of the Leadership Team

For the financial period 2023, 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 2023, 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. Based on the achieved targets of the short term incentive scheme in 2023, the Leadership Team excluding CEO will be paid a total combined bonus of EUR 16500 in 2024.

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 2022-2020:

  2023 2022 2021
In EUR thousand      
Salaries and benefits 377 601 618
Short Term incentives 0 32 22
Share-based payments 52 124 344
Additional pension costs 0 26 31
Total 429 783 1 015

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 two to six 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).