Performance Share Plans
This page includes information about CapMan’s performance share plans in place.
Performance share plan 2022
The Board of Directors of CapMan Plc resolved in March 2022 to establish a Performance Share Plan 2022-2025 (the “2022 Plan”) for CapMan Group management, as well as selected Group key employees. The participants are committed to shareholder value creation by investing a significant amount into the CapMan Plc share, which is the prerequisite for the participation in the 2022 Plan. In addition, the aim of the new long-term incentive plan is to align remuneration with CapMan’s sustainability agenda, to retain the 2022 Plan participants at the Company’s service, and to offer them a competitive reward plan based on owning, earning and accumulating the Company’s shares.
The 2022 Plan includes three performance periods. The performance periods will commence on 1 April 2022 and end on 31 March 2023, 2024, and 2025, respectively. The participants may earn a performance-based reward from each of the performance periods and a matching reward from the 2022-2025 period.
The prerequisite for receiving a reward from the 2022 Plan is that a participant acquires Company shares or allocates previously owned Company shares to the 2022 Plan up to the number determined by the Board of Directors. The performance-based reward from the Plan is based on the Company share’s Total Shareholder Return (TSR), the achievement of sustainability-linked targets, and on a participant’s employment or service upon reward payment. The sustainability-linked targets are to be set by CapMan Plc’s board by the end of March 2023.
The sustainability-linked targets are as follows:
- Set science-based targets for climate, have the targets validated by the Science Based Targets Initiative and thereafter follow the GHG emission reduction plan;
- Maintain the employee satisfaction eNPS survey above 50 on a yearly basis;
- Include relevant and quantifiable ESG targets in the CapMan Group employee bonus programme for all eligible personnel. ESG targets should count for minimum 5% of the employee evaluation score by April 2025;
- Set mid- and long-term percentage targets by the end of 2023 on gender diversity, including targets for appointments for Management Group and Partner level, and targets for new recruits throughout the CapMan organisation. CapMan should reach the mid-term target by April 2025.
The maximum reward under the 2022 Plan is 4.25x the number of shares the participant has allocated to the Plan. Of the 4.25x, a maximum of 3.5x is linked to TSR, 0.5x is the matching part and 0.25x is linked to the achievement of the four sustainability-linked targets with equal weights (i.e. 25% each).
The rewards from the 2022 Plan will be paid in the Company’s shares in 2024, 2025, and 2026. The Board of Directors shall resolve whether new shares or existing shares held by the Company are given as reward. As a general rule, no reward will be paid, if a participant’s employment or service ends before the reward payment. The shares paid as reward may not be transferred during the lock-up periods established for the shares. The lock-up periods will end in April 2025, 2026, and 2027.
The target group of the 2022 Plan consists of approximately 20 people, including the members of the Management Group. The rewards to be paid on the basis of the performance periods amount up to a maximum of approximately 4.5 million CapMan Plc shares, indicating a dilution of less than 3.0 per cent.
As a general rule, a participant must hold a minimum of 25 per cent of the shares given on the basis of the 2020 Plan, until the participant’s shareholding in the company corresponds to the amount of the participant’s fixed annual gross salary and for as long as the participant’s employment or service in a Group company continues.
Performance share plan 2020
The Board resolved in February 2020 to implement a new performance share plan (the “2020 Plan”). The 2020 Plan was established to form part of the incentive and commitment program for selected key employees of CapMan Group. The aim is to align the objectives of the shareholders and the key employees in order to increase the value of the Company in the long-term, to retain the key employees at the Company, and to offer them a competitive reward plan that is based on owning, earning and accumulating the Company´s shares.
The 2020 Plan consists of a performance period based on which the selected key employees, i.e. the participants may earn CapMan’s shares as reward based on the key employee´s personal investment into CapMan’s shares and performance requirements established by the Board. The Performance Period commenced on 1 April 2020 and ended on 31 March 2023.
The prerequisite for reward payment in the New Plan is that a participant allocates previously owned freely transferable CapMan’s shares or acquires CapMan’s shares, in compliance with the insider regulations, up to the number and by the date and in the manner informed by the Board in advance (the “Share Ownership Prerequisite”). A participant must hold CapMan’s shares subject to the Share Ownership Prerequisite until the reward payment.
The performance criterion for the Performance Period is based on the Total Shareholder Return of CapMan’s shares (TSR) during the Performance Period. The 2020 Plan also includes one- and two-year vesting periods. From the Performance Period, a participant shall receive, as a gross reward, a maximum of four and a half (4.5) CapMan’s shares for each one (1) CapMan’s share subject to the Share Ownership Prerequisite and to the achievement of the required TSR performance levels.
CapMan’s shares given as reward on the basis of the 2020 Plan may not be sold, transferred, pledged or otherwise assigned during the lock-up period established for the CapMan’s shares. The lock-up period shall begin from reward payment and end on 30 April 2024.
As a rule, a participant must hold a minimum of 25 per cent of the gross CapMan’s shares issued as a reward on the basis of the New Plan, until the participant´s shareholding in the Company in total corresponds to the value of the participant’s annual salary, and the participant´s employment or service in the CapMan Group continues.
The target group of the 2020 Plan consists of approximately 20 people, including the members of the Management Group and the CEO. The rewards to be paid based on the performance period amount up to a maximum of approximately 4.5 million CapMan’s shares, indicating a maximum dilution of 3.0 %.
To facilitate participants’ investment into the 2022 Plan, CapMan Plc’s Board of Directors decided on the early payment of the vested reward shares from the 2020 Plan after the vesting point on 13 April 2022. Irrespective of the early payment, the plan will remain in force until the end of its performance period on 31 March 2023 in line with the original terms.
About remuneration
Learn more about remuneration at CapMan and visit CapMan’s remuneration policy.
