Remuneration to Board of Directors
Fees and other remuneration to board members elected by the general meeting are resolved by the general meeting. At the extraordinary general meeting on 28 May 2021 it was resolved that the chairman of the board of directors will be entitled to receive an annual remuneration of DKK 250,000, and that the other members of the Board will be entitled to receive an annual remuneration of DKK 125,000. It was furthermore resolved that participation in the remuneration committee and audit committee will entitle the chairman of such committees to receive DKK 50,000 per year and other members of such committees to receive DKK 25,000 per year.
Remuneration to Management
Remuneration to management consists of basic salary, pension, share-based remuneration and benefits in kind. For the 2020 financial year, the total remuneration paid to Linkfire’s management amounted to DKK 5,769 thousand and included basic salary and benefits in kind, but no pension contributions. Some members of management participate in the company’s warrant-based incentive programs.
At the extraordinary general meeting on 28 May 2021, Linkfire adopted a remuneration policy for remuneration offered to the members of the board of directors and the executive management with mainly the following content.
The overall objective of the remuneration policy is to attract, motivate and retain qualified members of the board and the executive management as well as to align the interests of the board of directors and the executive management with the interests of the company’s shareholders and other stakeholders. The remuneration of the board of directors and the executive management shall be designed to support the strategic goals of the company and to promote value creation for the benefit of the shareholders of Linkfire.
The board of directors may, in special circumstances, deviate from the remuneration policy if any part of the policy no longer drives business performance, the achievement of the company’s strategy or employee motivation and retention.
Warrant based incentive program
At an extraordinary general meeting on 15 June 2021, it was resolved to implement a new warrant-based incentive program for board members, key employees, consultants and members of executive management comprised of up to 3,747,844 warrants. The extraordinary general meeting resolved to issue 737,080 warrants to the Company’s board members and to authorize the Company’s board of directors to issue up to 3,010,764 additional warrants, of which up to 1,204,305 warrants can be allocated to the Company’s executive management and up to 1,806,459 warrants can be allocated to key employees and consultants in accordance with the guidelines resolved by the extraordinary general meeting.
Warrants are issued to the participants without consideration. Each warrant provides the owner with a right to acquire one new share in the Company with a nominal value of DKK 0.01 against payment of a cash exercise price equivalent to (i) for board members, the share price on the first date of trading plus 10 per cent, and (ii) for key employees, consultants and members of executive management, the Company’s volume weighted average share price in the 10 business days after the date of grant plus 10 per cent. In general, the warrants can be exercised following the third anniversary of the date of grant and until the expiry date on the fifth anniversary. Warrants not exercised before the fifth anniversary of the date of grant shall lapse and become void without further notice or compensation.
In case all warrants are issued and fully exercised, a total of 3,747,844 new shares will be issued.