Remuneration
THE OBJECTIVE OF SPINNOVA’S REMUNERATION IS TO ENCOURAGE AND REWARD THE MANAGEMENT FOR WORK THAT IS IN LINE WITH THE COMPANY’S STRATEGY, AS WELL AS TO MOTIVATE THEM TO STRIVE FOR THE SUCCESS OF SPINNOVA AND FOSTER THEIR LONG-TERM COMMITMENT TO THE COMPANY’S GOALS.
Remuneration
Spinnova’s remuneration supports achieving strategic targets, profitability, and increased shareholder value.
Well-functioning and competitive remuneration is an essential tool for engaging competent directors and executives for the company. This, in turn, contributes to the financial success of the company, and the implementation of good corporate governance.
INCENTIVE PROGRAMMES
The Company has established stock option programmes covering, among others, employees, and the members of the Board of Directors and the Management Team of the Company. A summary of all option programmes is presented in the table below and the details for each option programme are described beneath the table.
| Option | Granted | Subscription price, € | Vesting | Option holders in management team and board |
| 2018 | 20 Dec 2018 | 1.13 (each option entitling to subscribe for 30 shares) | Linearly over four years from the commencement of their subscription period | Shahriare Mahmood (mgmt) |
| 2020 A | 30 Dec 2020 | 2.74 (each option entitling to subscribe for 30 shares) | Linearly over four years from the commencement of their subscription period | Ben Selby (mgmt) |
| 2020 B | 30 Dec 2020 | 2.74 (each option entitling to subscribe for 30 shares) | 50% if Spinnova’s pre-money valuation reaches more than EUR 400 million, 50% if Spinnova’s pre-money valuation reaches more than EUR 1 billion | Ben Selby (mgmt), Juha Salmela (mgmt, board), Janne Poranen (board) |
| 2022 A1 | 25 May 2022 | 7.7097 (each option entitling to subscribe for 1 share) | In instalments over 4 years. 25% 12 months after allocation and 75% thereafter in equal 6-month intervals | Lasse Holopainen (mgmt) |
| 2022 B1 | 25 May 2022 | 7.7097 (each option entitling to subscribe for 1 share) | 20% when share price reaches €10.79, 25% when share price reaches €14.65, 25% when share price reaches €20.05 and 30% when share price reaches €28.54 | Lasse Holopainen (mgmt) |
| 2022 A2 | 14 Sept 2022 | 6.635 (each option entitling to subscribe for 1 share) | In instalments over 4 years. 25% 12 months after allocation and 75% thereafter in equal 6-month intervals | |
| 2022 B2 | 14 Sept 2022 | 6.635 (each option entitling to subscribe for 1 share) | 20% when share price reaches €10.5, 25% when share price reaches €14.5, 25% when share price reaches €20 and 30% when share price reaches €28 | |
| 2022 A3 | 29 Nov 2022 | 5.960 (each option entitling to subscribe for 1 share) | In instalments over 4 years. 25% 12 months after allocation and 75% thereafter in equal 6-month intervals | Shahriare Mahmood (mgmt), Lasse Holopainen (mgmt) |
| 2022 B3 | 29 Nov 2022 | 5.960 (each option entitling to subscribe for 1 share) | 20% when share price reaches €10.5, 25% when share price reaches €14.5, 25% when share price reaches €20 and 30% when share price reaches €28 | Shahriare Mahmood (mgmt), Lasse Holopainen (mgmt) |
| 2022 A4 | 21 Mar 2023 | 5.954 (each option entitling to subscribe for 1 share) | In instalments over 4 years. 25% 12 months after allocation and 75% thereafter in equal 6-month intervals | |
| 2022 B4 | 21 Mar 2023 | 5.954 (each option entitling to subscribe for 1 share) | 20% when share price reaches €10.5, 25% when share price reaches €14.5, 25% when share price reaches €20 and 30% when share price reaches €28 |
2018 Stock Option Program
The Annual General Meeting of Shareholders of the Company on 14 November 2018 resolved to authorize the Board of Directors to issue up to 50,000 stock options to key persons of the Company (the “2018 Stock Option Authorization”). In the resolution of the Board of Directors on 20 December 2018, the Company’s Board of Directors resolved to issue up to 50,000 stock options (the “2018 Stock Options”) pursuant to its authority under the 2018 Stock Option Authorization to selected current or new key persons, advisors, consultants or members of the Board of Directors of the Company for the purpose of incentivising the key resources of the Company.
Each 2018 Stock Option entitles the holder of 2018 Stock Option (a “2018 Stock Option Holder”) to 30 new shares at a subscription price of EUR 1.13 per share*. The subscription period for the 2018 Stock Options commenced on 1 January 2019 or on such other date as agreed with the recipient of the 2018 Stock Option in connection with the subscription of the 2018 Stock Options. The 2018 Stock Options vest linearly over four years from the commencement of their subscription period. The subscription period for Shares based on the 2018 Stock Options expires on 31 December 2028 at the latest. Notwithstanding the aforementioned subscription period, a 2018 Stock Option Holder shall be entitled to subscribe for Shares with all of its 2018 Stock Options within a period of time determined by the Board of Directors in connection with the potential listing of the Company’s shares. Such subscription right will lapse after the expiration of the time period set by the Board of Directors.
If a 2018 Stock Option Holder ceases to be employed by the Company or ceases to be a member of the Board of Directors of the Company, the Board of Directors shall set a period of fourteen days during which the 2018 Stock Option Holder may subscribe for Shares with those 2018 Stock Options for which the Share subscription period has commenced as at the last day of such person’s employment or membership. The 2018 Stock Option Holder shall be deemed to have transferred to the Company or a person designated by the Company free of charge those 2018 Stock Options that are not exercised during the time-period set by the Board of Directors. However, the Board of Directors may decide that the 2018 Stock Option Holder may, notwithstanding the aforesaid, keep all or some of the 2018 Stock Options.
Spinnova’s Chief Executive Officer and Board Members are not participants in the 2018 Stock Option Program. Certain members of the Management Team are participants in the 2018 Stock Option Program. Details of management share and option holdings can be found here.
*Taking into account share splits
2020 Stock Option Program
The shareholders of the Company unanimously resolved on 30 December 2020 to authorize the Board of Directors to issue up to 103,053 stock options to key persons of the Company (the “2020 Stock Option Authorization”). In the resolution of the Board of Directors on 30 December 2020, the Company’s Board of Directors resolved to issue up to 103,053 stock options (the “2020 Stock Options”) pursuant to its authority under the 2020 Stock Option Authorization to selected current or new key persons, advisors, consultants or members of the Board of Directors of the Company for the purpose of incentivising the key resources of the Company.
Each 2020 Stock Option entitles the holder of 2020 Stock Option (a “2020 Stock Option Holder”) to 30 new shares at a subscription price of EUR 2.74 per share*. The 2020 Stock Options consist of two types: A options (“2020 A Stock Options”) and B options (“2020 B Stock Options”). 2020 A Stock Options vest linearly over a period of 48 months, and vesting is accelerated in the event of a change of control or exit, but not by a listing of the Company’s shares. 2020 B Stock Options vest based on Spinnova’s pre-money valuation after a potential listing of the Company’s shares. One half of the 2020 B Stock Options vests if Spinnova’s pre-money valuation reaches more than EUR 400 million, and the remaining half vest if Spinnova’s pre-money valuation reaches more than EUR 1 billion. The subscription period for Shares based on the 2020 Stock Options expires on 31 December 2030 at the latest.
If a 2020 Stock Option Holder ceases to be employed by the Company, a consultant of the Company or a member of the Board of Directors of the Company, the Board of Directors shall set a period of fourteen days during which the 2020 Stock Option Holder may subscribe for Shares with those 2020 Stock Options for which the share subscription period has commenced as at the last day of such person’s employment or membership. The 2020 Stock Option Holder shall be deemed to have transferred to the Company or a person designated by the Company free of charge those 2020 Stock Options that are not exercised during the time-period set by the Board of Directors. However, the Board of Directors may decide that the 2020 Stock Option Holder may, notwithstanding the aforesaid, keep all or some of the 2020 Stock Options.
*Taking into account share splits
Certain other members of the Management Team are participants in the 2020 Stock Option Program. Details of Board’s share and option holdings can be found here and the Management Teams’s share and option holdings can be found here.
2022 Stock Option Program
Based on the Company’s Annual General Meeting resolution on 10 May 2021 to authorize the Board of Directors to decide on the issuance of special rights entitling to shares, the Company’s Board of Directors decided to establish the Stock Option Program 2022 for the issuance of up to 2,500,000 stock options (“2022 Stock Options”) to the employees and other key resources of the Company and its subsidiaries. The purpose of the program is to align the goals of the company’s shareholders and personnel to increase the company’s value in the long term and to commit key personnel to the company and offer them a competitive remuneration system. The share subscription price for the 2022 Stock Options will be the trade volume weighted average quotation of the Company’s share on Nasdaq First North Growth Market Finland during a thirty-day period, which ends earliest one week and latest two days prior to the date when the Board of Directors decides to allocate such options to the option holder in question. The 2022 Stock Options can be issued by separate decision of the Company’s Board of Directors in a maximum of four batches in total.
Each 2022 Stock Option entitles its holder (a “2022 Stock Option Holder”) to subscribe for one new share. The 2022 Stock Options consist of two types: A options (“2022 A Stock Options”) and B options (“2022 B Stock Options”). 2022 A Stock Options vest over a period of 4 years, with the first 25% vesting on the first anniversary of the issuance of the options and the remaining 75% vesting will vest in six equal instalments every six months following the following the first anniversary of the issuance date.
2022 B Stock Options vest based on the Company’s share price exceeding certain thresholds.
- 20% of the 2022 B Stock Options will vest on the date when the price for the Company’s share for the first time reaches or exceeds the share subscription price multiplied by 1.4, however this threshold may not be lower than EUR 10.50.
- Another 25% of the 2022 B Stock Options will vest on the date when the price for the Company’s share for the first time reaches or exceeds the share subscription price multiplied by 1.9, however this threshold may not be lower than EUR 14.50.
- Another 25% of the 2022 B Stock Options will vest on the date when the price for the Company’s share for the first time reaches or exceeds the share subscription price multiplied by 2.6, however this threshold may not be lower than EUR 20.00.
- The last 30% of the 2022 B Stock Options will vest on the date when the price for the Company’s share for the first time reaches or exceeds the share subscription price multiplied by 3.7, however this threshold may not be lower than EUR 28.00.
The subscription period for Shares based on the 2022 Stock Options expires on 31 December 2030 at the latest.
If a 2022 Stock Option Holder ceases to be employed by the Company, all of the 2022 Option Holder’s non-vested 2022 Stock Options as at the last day of employment or service relationship are forfeited and shall be automatically transferred to the Company without any consideration, unless otherwise decided by the Board. The 2022 Option Holder is entitled to exercise his/her vested options from the last day of employment for two months from the last day of employment or participate in a block option trade organized by the Company. Any vested 2022 Stock Options that are not exercised during the above time period are forfeited and shall be automatically transferred to the Company without any consideration, unless otherwise decided by the Board.
Founders’ Stock Option Agreements
In addition to the stock option programs established by the company, the company’s founders Janne Poranen and Juha Salmela have entered into stock option agreements with certain employees of the company in 2015 and 2017. Under these option agreements, certain employees of the company are entitled to purchase 251,160 shares in total from Janne Poranen and Juha Salmela at an exercise price of EUR 0.21 per share.