| Fees paid to the Chairman and members of the Board of Directors:
The Annual General Meeting of the company, held on April 13, 2023, resolved that the members to be elected to the Board of Directors are paid the following fees for the beginning term of office: · The Chairman of the Board of Directors is paid EUR 4,500 per month · Other members are paid EUR 3,000 per month Possible travel expenses are reimbursed in accordance with the principles of the Finnish Tax Administration concerning tax-exempt travel expenses. |
| Potential attendance allowances and the basis on which they are determined: No attendance allowances are paid. |
| Potential fees of committee members: The company has no committees. |
| Other financial benefits and the basis on which they are determined: Not applicable. |
| Paying of fees in shares and the principles applied to owning shares given to a member of the Board of Directors as fees, as well as possible limitations to transferring the shares: The members of the Board of Directors do not participate in the Company’s share-based incentive schemes, and they have not been granted Company shares as fees. |
Remuneration
Remuneration of the Board of Directors
Remuneration of the CEO
| Fixed monthly salary of the CEO: The fixed monthly salary of the CEO is EUR 17,000 per month. |
| Description of long-term incentive remuneration: The CEO is entitled to a long-term incentive program. The Board of Directors resolves on the CEO’s long-term incentive programs, their details, and their payment criteria. The company’s current long-term incentive programs are the Option Plans 2018, 2019, 2020, 2021, 2022 and 2023, in which the CEO partakes. The terms of the option plans are available at the Remedy website at https://investors.remedygames.com/remuneration/. |
| Description of short-term incentive remuneration: The CEO is entitled to a short-term incentive program. The Board of Directors evaluates annually the CEO’s performance during the previous year. The evaluation is made based on predefined targets and criteria. The short-term incentive is paid to the CEO if these targets and criteria are met. |
| Pension plans: The CEO’s contract of service ends at the reaching of the retirement age determined in the contract, which is 65 years. The CEO’s contract does not include additional pension benefits. |
| Principles concerning shareholding in the company: The Board of Directors may include obligations for acquiring shares and continuous shareholding in the long-term incentive plans to promote shareholding. |
| Terms concerning termination of employment: The period of notice for the CEO’s contract of service is four (4) months for both parties, and the CEO is entitled to a regular fixed monthly salary for the period of notice if his/her contract is terminated. The CEO is not entitled to a separate severance pay. |
Remuneration of the chairman of the board of directors
| In addition to serving as the Chairman of the Board of Directors, Markus Mäki is in an employment relationship with the company and works as the company’s Chief Product Officer. The following is a recount of the financial benefits based on his employment relationship. |
| Fixed monthly salary: Markus Mäki’s fixed monthly salary is EUR 8,000 per month. |
| Description of long-term incentive remuneration: Markus Mäki is not covered by the company’s current long-term incentive programs. |
| Description of short-term incentive remuneration: Markus Mäki is not covered by the company’s current short-term incentive program. |
| Pension plans: Markus Mäki’s employment contract does not include additional pension benefits. |
| Principles concerning shareholding in the company: The Board of Directors may include obligations for acquiring shares and continuous shareholding in the long-term incentive programs to promote shareholding. Markus Mäki is not covered by the company’s current long-term incentive programs. |
| Terms concerning termination of employment: The period of notice of Markus Mäki’s employment relationship complies with the Employment Contracts Act, and he is entitled to a fixed salary for the period of notice, if his employment contract is terminated. He is not entitled to a separate severance pay. |
Remuneration of the core management team
| The Core Management Team of the company consists of CEO Tero Virtala, Chief Product Officer Markus Mäki, Creative Director Sami Järvi, Chief Financial Officer Terhi Kauppi, Chief Commercial Officer Johannes Paloheimo, Chief Operations Officer Christopher Schmitz and Chief Technology Officer Mika Vehkala. The information and figures presented in this section do not include information concerning CEO Tero Virtala and Chief Product Officer Markus Mäki. |
| Preparation and decision-making procedure for the remuneration of the Core Management Team: The Board of Directors resolves on the remuneration of the members of the Core Management Team based on the proposal of the CEO. |
| Description of long-term incentive remuneration: The members of the Core Management Team are entitled to a long-term incentive program. The company’s current long-term incentive programs are the Option Plans 2018, 2019, 2020, 2021, 2022 and 2023 in which the members of the Core Management Team partake. The terms of the option plans are available at the Remedy website at https://investors.remedygames.com/remuneration/. |
| Description of short-term incentive remuneration: The members of the Core Management Team are entitled to a long-term incentive program. Remuneration is based on predetermined role descriptions, based on which targets relating to the company’s strategy and the member’s personal performance have been set for each member. The fees are paid annually based on achieved targets. |
| Terms concerning termination of employment: The periods of notice of the Core Management Team are six (6) months for each party or based on the Employment Contracts Act, and the members are entitled to a regular fixed monthly salary for the period of notice if the employment contract is terminated. They are not entitled to a separate severance pay. |
| Pension plans: The members of the Core Management Team are covered by Finland’s statutory pension system. The company has not taken additional pension insurances for the members of the Core Management Team. |
| Salaries and fees paid to the Core Management Team in 2023 (Tero Virtala’s information not included and Markus Mäki’s information not included): | |
| Fixed annual salaries in total (incl. benefits) | EUR 796,098.41 |
| Short-term incentive bonuses in total | EUR 5,000.00 |
| Long-term incentive rewards in total | In addition to the CEO, other members of the Core Management Team, excluding Markus Mäki, are covered by the Option Plans 2018, 2019, 2020, 2021, 2022 and 2023. They have been granted a total of 60,000 options in the 2018 Plan, 44,000 options in the 2019 Plan, 25,500 options in the 2020 Plan, 33,000 options in the 2021 Plan, 35,000 options in the 2022 Plan and 33,000 options in the 2023 Plan.
The Core Management Team did not use any options during the year 2023. Based on this, the option-based remuneration of other members of the Core Management Team was EUR 0.00 in 2023. |
| Paid salaries and fees in total | EUR 801,098.41 |
