Mandatum has a long-term performance-based share incentive scheme, which applies to the Group Management Team, including the Group CEO, as well as to selected key employees. The purpose of the long-term incentive scheme is to align the interests of shareholders and key employees with the objective of increasing shareholder value, to support the implementation of the company’s strategy, and to reward strong performance. In addition, Mandatum has a restricted incentive scheme, which is intended to be used as a complementary share-based incentive and commitment program in specific situations, such as in case of new recruitments.
The Board of Directors of Mandatum plc has on 19.3.2024 decided to establish a new, performance- and share-based long-term incentive scheme (Performance Share Plan).
The Performance Share Plan consists of annually commencing individual share plans, each of which includes a three-year performance period and a potential share reward to be paid thereafter, taking into account any deferral and/or transfer restriction of rewards due to regulations applicable to Mandatum Group. The commencement of each individual plan within the Performance Share Plan structure is subject to a separate decision by Mandatum plc's Board of Directors.
The performance period of the first plan launched under the Performance Share Plan structure covers the financial years 2024–2026. In addition, the Board of Directors of Mandatum plc decided on the establishment of a transition phase share-based incentive plan. Its purpose is to incentivise and commit the target group of the plan during the transition phase between Sampo plc's long-term incentive plan 2020 and Mandatum's first own share-based incentive plan. The performance period of the transition phase plan covered the financial years 2024–2025.
The payment of the reward based on the plans is conditional on the achievement of the performance targets set by the Board of Directors for the respective plan. The performance measures based on which the potential share rewards based on the above-mentioned first plans will be paid are the absolute total shareholder return of the company's share ("Absolute TSR"), net cash flow and a selected sustainability target. The values of the rewards to be paid under the plans is limited by a pay cap linked to share price development.
The rewards potentially earned based on the incentive plan will be paid in Mandatum plc's shares. Mandatum is, however, entitled to pay the reward fully in cash in certain situations. Mandatum applies a share ownership recommendation to the members of the Group Management Team (including the Group CEO), according to which each member of the Group Management Team is expected to retain in his/her ownership at least half of the shares received under the company’s share-based incentive plans until the value of his/her shareholding in the company corresponds to at least his/her gross annual base salary.
On 12 March 2025, the Board of Directors of Mandatum Oyj resolved to continue the long-term performance-based incentive scheme introduced in 2024 by launching a new performance period covering the financial years 2025–2027.
The payment of rewards under the programme is conditional upon the achievement of the performance criteria set by the Board of Directors for the relevant programme. The performance measures for the 2025–2027 performance period, on the basis of which any share-based rewards payable under the programme will be determined, are the development of the company’s absolute total shareholder return (Absolute Total Shareholder Return, “Absolute TSR”), the profit before tax of Mandatum’s capital-light business, and a selected sustainability target (external ESG rating).
The value of the rewards payable under the programme is subject to a cap linked to the development of the company’s share price.
Information on the long-term incentive scheme
|
|
Bridge Plan 2024-2025 |
Performance Share Plan 2024-2026 |
Performance Share Plan 2025-2027 |
|
Maximum number of shares paid as remuneration* |
1,363,000 |
1,724,000 |
1,936,000 |
|
of which to Group Management Team members, excluding the Group CEO |
300,000 |
495,000 |
485,000 |
|
of which to Group CEO |
260,000 |
260,000 |
260,000 |
*Total amount of rewards if all the performance targets set for the plan are achieved in full (referring to a gross amount of rewards from which the applicable payroll tax is withheld before share delivery).
The Board of Directors decided on 19.3.2024 to establish a Restricted Share Plan structure.
The Restricted Share Plan consists of annually commencing individual restricted share plans. Each plan includes a restriction period, which covers three calendar years in total, during which the company may grant fixed share rewards to individually selected key employees. The commencement of each individual plan within the Restricted Share Plan structure is subject to a separate decision by Mandatum plc's Board of Directors. The first plan within the Restricted Share Plan structure covers the financial years 2024–2026. The share rewards based on the plan will be paid to the participants in Mandatum plc shares. The aggregate maximum number of shares to be paid based on the first plan of the Restricted Share Plan structure is 172,400 Mandatum plc shares (referring to a gross amount of rewards, from which the applicable payroll tax is withheld before share delivery).
The value of the rewards to be paid under the plan is limited by a pay cap linked to share price development.
No share allocations are made to Group Management Team members under the Restricted Share Plan covering the financial years 2024-2026.
The Board of Directors of Mandatum plc decided on 12 March 2025 to establish a new plan within the Restricted Share Plan structure. The aggregate maximum number of shares to be paid based on the new plan of the Restricted Share Plan scheme is 194,000 Mandatum plc shares (referring to a gross amount of rewards, from which the applicable payroll tax is withheld before share delivery to the participants). The value of the rewards to be paid under the plan is limited by a pay cap linked to share price development.
No share allocations are made to Group Management Team members under the Restricted Share Plan covering the financial years 2025-2027.
Following the partial demerger of Sampo plc, effective as of 1 October 2023 (the ”Demerger”) and the listing of Mandatum plc’s share in Nasdaq Helsinki, Mandatum plc’s Board of Directors decided that Mandatum Group’s key employees shall remain in Sampo’s long-term incentive scheme 2020, based on the decision of Sampo plc’s Board of Directors, to ensure retention of the key employees. The incentive scheme was launched in August 2020 and terms were amended by Sampo due to the Demerger in September 2023.
The incentive units have been allocated in three allocations, of which the first was in 2020 (2020:1) and the following allocations were in 2021 (2020:1/2) and 2022 (2020:1/3). The potential incentive reward will be paid in three annual installments. The first installment of the first allocation (2020:1) was paid out in September 2023, prior to the Demerger, and the last installment in 2025. The incentive rewards from second allocation (2020:1/2) and third allocation (2020:1/3) will vest in 2024-2026 and 2025-2027 respectively. Allocated incentive units for the Group CEO and the members of the Group Management Team relate solely to the initial allocation, with the final payment falling due in 2025.
In the long-term incentive scheme, the payout is determined based on the development of the Sampo A share price and Mandatum plc's share price. In addition to the share price development, the calculation of the value of one incentive unit takes into account the performance of the return on capital at risk as further specified in the terms of the incentive scheme. The scheme contains a cap for maximum payout.
A deferral rule applies to incentive rewards paid to the key employees who were subject to the deferral rule in accordance with the remuneration policies of the relevant Mandatum Group companies in force at the launch of this incentive scheme. The key employees subject to the deferral rule are obliged to purchase Sampo A shares with 50 per cent of each instalment after deducting income tax and other comparable charges. The shares are subject to a disposal restriction for three years, after which the Board shall decide whether the shares will be released.
Information on the long-term incentive scheme
|
Allocation (allocation year) |
2020:1/2 (2021) |
2020:1/3 (2022) |
|
Allocated incentive units (pcs)* |
26,250 |
122,500 |
|
of which to Group Management Team members, excluding the Group CEO* |
0 |
0 |
|
of which to Group CEO* |
0 |
0 |
|
Starting price (EUR)** |
5.732*** |
6.802*** |
|
Theoretical market value (EURm)**** |
0.2 |
0.4 |
|
Participants***** |
2 |
3 |
|
* Figures represent the outstanding part of the initial allocation. No new allocations will be made to employees of Mandatum Group from this scheme. |
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Long-term incentive scheme 2020:1 for key employees of Sampo Group.