Investors

Remuneration Policy
Remuneration Report 2023
Remuneration Report 2022
Remuneration Report 2021
Remuneration Report 2020
Remuneration Statement 2019
Remuneration Statement 2018
Remuneration Statement 2017

The objective of remuneration is to promote the implementation of Revenio’s strategy and Revenio’s long-term financial success, competitiveness, and the favorable development of shareholder value. Remuneration is the Company’s key incentive and a tool to commit key employees to the Company. Remuneration also plays a key role in ensuring competitive recruitment for the Company. The Company’s current strategy is a growth strategy, which the Company seeks to take into account in the methods and conditions of remuneration.

The Company’s objective is fair and encouraging remuneration at all organizational levels, which is why the Company’s employee salary and remuneration terms are also taken into consideration when deciding on the remuneration of governing bodies.

Statutory governing bodies are the Annual General Meeting, Board of Directors, and President & CEO, and Deputy President & CEO. The statutory governing bodies are supported by the Company’s Chief Financial Officer. The Company may also have committees appointed by the Board of Directors.

The remunerations paid to the Board of Directors are decided by the Annual General Meeting. The Board prepares the remuneration proposal for the Annual General Meeting. The board of directors may appoint one or more of its members or nominate a committee to investigate the justifications for proposed performance-based pay systems and other benefits and to coordinate the use of possible outside experts. The company periodically assesses the competitiveness of the company’s remuneration in relation to other international listed companies with a similar market value.

The Annual General Meeting decides on the remuneration of the Board of Directors. The Board of Directors prepares a remuneration proposal. The Company may also appoint a Remuneration Committee or an external expert to prepare remuneration-related proposals for the Board of Directors.

The remuneration of the Board consists of an annual fee and meeting fees paid based on attendance. The annual fee can consist either exclusively of a cash remuneration or it can be divided into shares paid in the Company’s shares and cash. Board members are not entitled to participate in the company’s incentive systems.

The Annual General Meeting held on April 4, 2024 decided on the remuneration of the Board of Directors. In accordance with the proposal of the Board of Directors, the Annual General Meeting decided that 40% of the annual fee be paid in shares of the Company, with 60% paid in cash. Shares that are given as remuneration are not subject to transfer restrictions. There is no employment relationship between the members of the Board of Directors and the Company. Apart from the portion of the annual remuneration paid in shares, the Company has no share-based remuneration system intended for the members of the Board of Directors.

Board members will be paid remuneration for the term of office ending at the 2025 Annual General Meeting as follows: the Chair of the Board be entitled to an annual emolument of EUR 60,000, the possible deputy chair of the Board of Directors be entitled to an annual emolument of EUR 45,000, the Board Members be entitled to an annual emolument of EUR 30,000, the chair of the Audit Committee be entitled to an annual emolument of EUR 20,000, the chair of the Nomination and Remuneration Committee be entitled to an annual emolument of EUR 10,000, and the members of the Board Committees be entitled to an annual emolument of EUR 5,000. The attendance allowance of EUR 1,000 is to be paid for Chair of the Board or Board Committee Chairs per Board or Committee meeting and EUR 600 per short teleconference, Board members EUR 600 for Board and Board Committee meetings and EUR 300 for short teleconferences per meeting, yet so that the aforementioned attendance allowance for the Board and Board Committee meetings for Board and Committee chairs who live outside of Finland and travel to Finland for the meeting is EUR 2,000 and the aforementioned attendance allowance for the Board and Board Committee meetings for members is EUR 1,200.

Travel expenses incurred by the members of the Board are reimbursed in accordance with the Company’s travel policy. In 2024, no other financial benefits were paid to the Board members. All fees paid to the Company’s Board of Directors are paid in accordance with the valid remuneration policy for the governing bodies that was presented to the Annual General Meeting.

In 2024, the Board of Directors met 10 times. The Board of Directors has two Committees: the Audit Committee and the Nomination and Remuneration Committee. In 2024, the Audit Committee met 5 times, and the Nomination and Remuneration Committee met 6 times.

The fees of the Board members are paid once a year for each term. The meeting fees for each term are paid on a monthly basis. Such fees paid in 2024 are described in the table below.

The Board of Directors decides on the President & CEO’s remuneration within the framework of the Remuneration Policy for governing bodies presented to the AGM. The Board of Directors prepares the remuneration proposals for the President and CEO, the CEO's of the subsidiaries and the members of the Group Management Team in their entirety, however, the fixed salaries of the CEO's of the subsidiaries and the members of the Group Management Team are decided on the President & CEO's proposal.

The remuneration system for the President and CEO, the Group Management Team and the CEO's of the subsidiaries consists of a fixed monthly salary, an annual performance bonus scheme, an option scheme and a share-based incentive scheme determined by the Board on the basis of the fulfillment of performance criteria and estimates.

The Group's President and CEO and Management Team have group pension insurance and medical expenses insurance as of January 1, 2012. The financial significance of the insurance for the company is insignificant.

The remuneration of the President & CEO consists of a fixed salary, (including supplementary pension and fringe benefits), and a variable portion. The variable portion consists of:

• a short-term incentive scheme (STI)

• a long-term share-based incentive scheme (Performance-based share plan and Restricted share plan)

The CEO Agreement is subject to customary terms of notice.
The CEO Agreement also includes a confidentiality clause, a non-compete clause and a prohibition of enticement clause applicable to the CEO. 

In 2024, the CEO received a total of EUR 287,562 in pay and remuneration, including fringe benefits.

The Board of Directors shall set a maximum amount for the CEO’s annually confirmed short-term performance-based bonus.

The criteria for the performance-based bonus scheme are typically growth and profitability requirements at both Group level, along with a discretionary portion. The Board of Directors may choose to raise or lower the annual bonus paid to the CEO and Group Management Team by 50%.

Long-term incentive schemes form part of the Company’s remuneration program for the President & CEO and key personnel and are aimed at supporting the implementation of the Company's strategy and harmonizing the objectives of the President & CEO and other key personnel and Company shareholders in order to grow the Company's value.

The Company’s Board of Directors shall separately decide on the launch of share-based long-term incentive schemes and their earning period within limits of the authorization granted by the AGM. The Board of Directors shall decide separately on the minimum, target and maximum bonus of each participant, as well as performance criteria and the related targets.

Remuneration of the CEO in the financial year 2024

The remuneration of the Group's leadership team consists of a fixed annual salary, fringe benefits, and short- and long-term incentives.

Revenio’s Board of Directors decides on the remuneration of the Group’s leadership team, other financial benefits, and the principles of the performance-based bonus system, including potential stock options and share-based compensation, in accordance with the conditions determined by the General Meeting and the Remuneration Policy presented to the General Meeting. Proposals for the remuneration of the Group's leadership team members are prepared by the Board or a committee appointed by it. However, the fixed salaries of the leadership team members are decided based on the CEO’s proposal. To avoid conflicts of interest, the individuals being rewarded cannot participate in decisions regarding their own remuneration.

The short-term incentives for leadership team members are determined annually based on the achievement of the company’s financial targets and individual performance goals set by the Board. Short-term incentive programs are based on business performance and the achievement of selected strategic objectives assigned to each management team member according to their role. In 2024, the targets for short-term performance bonuses and their achievement were based on Revenio’s comparable revenue, EBITDA, cash flow from operations, and other individual strategic objectives and ESG metrics.

The targets of long-term performance-based share-based compensation schemes are set and fixed for the entire earnings period at its start. Long-term incentives typically use a three-year earning period, and the payment of rewards is conditional on continued employment.

In the 2024 financial year, the total fixed annual salary of the Group's leadership team (excluding the CEO) was EUR 1,272,395.81.

Leadership team members residing in Finland have a voluntary defined contribution supplementary pension insurance. Other members of the Group’s leadership team are covered by the statutory pension system of their respective country of residence.

Finnish leadership team members have life insurance, permanent disability insurance, leisure accident insurance, and business travel insurance. The entire leadership team is covered by management liability insurance.

The retirement age of leadership team members is determined by the statutory retirement age. For leadership team members residing outside Finland, the retirement age is determined according to the practices of each respective country. The notice period for members of the Group’s leadership team is six months.

Short-term incentive scheme

The purpose of the short-term incentive scheme is to support the achievement of Revenio's annual financial and strategic objectives. The payment of the short-term incentive is based on the meeting of performance criteria during the performance period. The performance criteria are decided by the Board of Directors. The highest possible annual short-term incentive for Revenio’s CEO corresponds to the fixed salary component for nine months. The criteria in the short-term incentive scheme are EBITDA and cash flow at the Group level and individual targets. It is possible for the CEO to invest an amount equal to two months’ salary from the short-term performance bonus in the personnel fund. The employee fund established by the Company is open to all employees of the Company in Finland. Employees may transfer to the personnel fund from their annual bonus an amount not exceeding two months' salary. Each employee decides for themselves whether they participate in the fund. Alternatively, bonuses can also be taken as salary. The Company pays an additional 25% on top of the amount transferred to the fund, with this additional amount corresponding to the statutory costs that the Company would have to pay if the bonus were paid as salary. The fund invests in the shares of Revenio Group Corporation.

Performance-based share plan (PSP)

The performance-based share plans consists of three-year performance periods. The Board of Directors decides separately on the minimum, target and maximum bonus as well as the performance criteria and related targets. The amount of the bonus to be paid depends on the development of the share price in accordance with the pre-defined targets. Bonus is not paid if the targets are not met or if the participant's employment relationship ends before the bonus is paid.

In 2023 a total of 8,124 of the company’s treasury shares was issued in a directed issue without payment to persons included in the share plan 2020-2022.

The current CEO is eligible to participate in PSP 2022-2024, PSP 2023-2025 and PSP 2024-2026.

A total of 2,377 of the company’s treasury shares were issued 2023 to the current CEO in a directed share issue without payment.

PSP 2023-2025

The three-year performance period of the share plan covers the years 2023-2025. The Board of Directors decides separately the minimum, target and maximum rewards for each participant, as well as the performance criteria and related targets.

The amount of the reward paid to participants depends on achieving the pre-established targets. No reward will be paid if targets are not met or if the participant’s employment or service ends before the reward payment. The targets for the plan relate to the company’s three-year total shareholder return and cumulative operating profit.

If the targets of the plan are reached, rewards will be paid to participants in the spring of 2026 after the end of the performance period. The rewards according to the share plan are calculated in shares.

The maximum number of shares to be paid based on the performance period is at most 34,115 Revenio Group Corporation’s shares. This number of shares represents gross earnings, from which the portion required to cover the taxes arising from the share plan and other possible applicable tax-related payments is deducted, which is paid in cash. In practice, about 40% of the total number of shares is paid in shares and about 60% in cash to cover taxes and other possible tax-related payments. However, the company has the right to pay the reward fully in cash under certain circumstances.

PSP 2024-2026

PSP 2024-2026, commences as of the beginning of 2024 and the rewards potentially earned thereunder will be paid in listed shares of Revenio Group during H1 2027. The payment of the rewards is conditional on the achievement of the performance targets set by the Board of Directors for the plan.

The performance measures based on which the potential share rewards under PSP 2024-2026 will be paid are the absolute total shareholder return of the company's share (absolute TSR) and Earnings per Share (EPS).

If all the performance targets set for PSP 2024-2026 are fully achieved, the aggregate maximum number of shares to be paid based on this plan is approximately 58,500 shares. This number of shares represents gross earnings, from which the portion required to cover the taxes arising from the share plan and other possible applicable tax-related payments is deducted, which is paid in cash. In practice, about 40% of the total number of shares is paid in shares and about 60% in cash to cover taxes and other possible tax-related payments. However, the company has the right to pay the reward fully in cash under certain circumstances.

The estimated aggregate gross value of PSP 2024-2026 is approximately EUR 0.8 million. The materialized value of the plan may deviate from this estimate, depending on share price development and the degree to which the performance targets set for the plan are achieved.

Restricted share plans (RSP)

The Restricted Share Plan consists of annually commencing individual restricted share plans. Each plan comprises a restriction period with an overall length of three years, extending to H1 of the fourth year of the plan. During the plan period the company may grant share rewards of fixed amount to individually selected key employees. The granted share rewards are paid to the selected participants in one or several tranches latest by the end of the restriction period. The share rewards are paid in listed shares of Revenio Group. 

The commencement of each new plan is subject to a separate decision of the company’s Board of Directors. 

RSP 2024-2026

The aggregate maximum number of shares payable as a reward based on RSP 2024-2026 is approximately 23,500 shares. This number of shares represents gross earnings, from which the portion required to cover the taxes arising from the share plan and other possible applicable tax-related payments is deducted, which is paid in cash. In practice, about 40% of the total number of shares is paid in shares and about 60% in cash to cover taxes and other possible tax-related payments. However, the company has the right to pay the reward fully in cash under certain circumstances.

The estimated aggregate gross value of RSP 2024-2026 is approximately EUR 0.6 million. The materialized value of the plan may deviate from this estimate, depending on share price development and the amount of share grants made based on the plan.

Oculo share-based incentive scheme

The Board of Directors of Revenio Group Corporation decided on March 19, 2021 on a restricted share-based incentive scheme directed to 5 Oculo (nowadays Icare World Australia Pty Ltd) key employees.

The arrangement was established to form part of the long-term incentive and commitment program for certain key employees of Oculo. The aim of the arrangement was to support the implementation of the company´s strategy, combine the interests of the shareholders and the participants in order to increase the value and performance of the company in the long-term, to commit participants to the Company after the acquisition. The maximum number of shares in the program is limited. Under the program, shares were issued for a maximum total value of AUD 1,660,000, calculated at the trading-weighted average price on the closing date April 27, 2021 of the Oculo acquisition. The Arrangement was a three-year performance share plan for the calendar years 2021, 2022 and 2023, respectively.

A total of 1,579 of the company’s treasury shares were issued in October 3, 2022 in a directed share issue without payment to persons included in the share-based incentive scheme.

A total of 1,083 of the company’s treasury shares were issued in June 8, 2023 in a directed share issue without payment to persons included in the share-based incentive scheme.

A total of 833 f the company's treasury shares were issued in August 12, 2024 in a directed share issue without payment to persons included in the share-based incentive scheme.