Remuneration committee

The Committee is tasked with proposing the CEO’s salary, other remuneration and terms of employment. The Committee also proposes guidelines for remuneration and terms of employment for other members of the executive management and proposals for incentive programs. The Remuneration Committee shall ensures that established guidelines for remuneration to members of the executive management are complied with.

Since the 2024 AGM, the Remuneration committee has consisted of:

• Patrik Tigerschiöld (Chairman)
• Arun Bansal
• Bo Risberg

The Remuneration committee held three meetings in 2023.

 

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Remuneration to the CEO and other senior executives

The principles for remuneration to the CEO and other senior executives are approved by the Annual General Meeting. The proposed principles are prepared by the Board’s Remuneration Committee. The Board passes a decision on the proposed principles, which is then put to the Annual General Meeting for approval. The 2024 AGM established the following guidelines for remuneration and other terms of employment for senior executives.

Senior management position holders

Senior management position holders are the CEO and other members of the executive management team. The executive management team currently comprises of seven persons, including the CEO, of which three are women.

Guidelines for remuneration

Mycronic's strategy is to be a market-leading solutions provider within defined niches of the electronics industry. We create value by focusing on innovations that help drive the transition to a more sustainable electronics industry. This strategy will allow us to achieve our vision of being the most trusted partner to the creators of tomorrow’s electronics – delivering value for employees, customers, shareholders and society.

The Board of Directors considers that it is critical for the successful implementation of the company’s business strategy and safeguarding of its long-term interests, that the company is able to recruit and retain members of the executive management with the competence and capacity to achieve specified goals. To this end, the company must offer competitive remuneration to motivate the executive management. Short-term variable pay covered by these Guidelines shall be based on criteria that aim at promoting the company’s business strategy and long-term interests, including its sustainability.

The total remuneration consists of the following parts:

• Fixed remuneration
• Short-term incentive program (STI)
• Long-term incentive program (LTIP)
• Other benefits
• Pension
• Employment terms and severance

Remuneration of the CEO and other senior executives 2023, SEK thousand

	Basic salary	Other remuneration	STI	LTI	Other benefits	Pension expenses	Total
Anders Lindqvist, CEO	6,700	0,200	6,300	1,400	0,0	2,400	17,100
Other senior executives (7 persons)	18,400	0,400	7,100	1,900	0,200	3,400	31,400
Total remuneration	25,200	0,600	13,400	3,300	0,200	5,800	48,600

Base salary

During 2023, the base salary for the CEO amounted to SEK 562 thousand per month.

Short-term variable pay

The short-term variable pay for the CEO during the year amounted to SEK 6.3 million, and for other members of the executive management to SEK 7.1 million. The outcome for 2023 reached 69 percent of maximum amount. Short-term variable pay can amount to a maximum of 120 percent of base salary and 55 percent of total remuneration.

Long-term variable pay

Long-term variable pay, SEK 3.3 million, refers to share-based remuneration (LTIP) transferred to executive management in 2023. The

expensed amount during the year amounted to SEK 4.3 million,

of which CEO SEK 1.6 million.. Members of the executive management can be offered incentive programs, which mainly should be share or share price-related. An incentive program is intended to improve the participants’ commitment to the company’s development and shall be introduced on market-based terms.

Long-term incentive program (LTIP)

LTIP addresses members of the executive management and other key employees as a mean of increasing and strengthening opportunities to recruit, retain and motivate employees, and to encourage personal, long-term ownership in Mycronic. Each participant is entitled, after the end of a qualification period, subject to the employee still being employed throughout the qualification period until allotment, and depending on the fulfillment of specific performance requirements linked to Mycronic’s earnings per share and CO2 equivalent emissions, to receive an allotment of shares in Mycronic, referred to as performance shares. The allotment of performance shares will be free of charge. The allotment within LTIP 2024 will take place during a limited time period following the 2027 Annual General Meeting. The period up until this time constitutes the qualification period. In addition, allotment requires the fulfillment of performance requirements linked to Mycronic’s earnings per share and CO2 equivalent emissions.

Other benefits

Other benefits consists of a car benefit and health insurance.

Pension benefits

Pension benefits are premium-based. Members of the executive management employed in Sweden after 2012 are covered by the contribution-defined plan under ITP1. Members of the executive management employed prior to 1 January 2022 have a supplementary contribution-defined pension plan in addition to the ITP plan. The contractual retirement age is 65 years for members of the executive management employed in Sweden. For members of the executive management employed outside of Sweden, locally competitive pension plans and retirement ages are applied. The pension premium for the CEO is limited to 35% of base salary.

Notice of termination and severance pay

The employment or contractual agreements of members of the executive management shall be valid until further notice or for a specified period of time. For the CEO, in the event of termination by the company, a twelve months notice period and twelve months of severance pay applies. For members of the executive management employed in Sweden, the mutual notice period is a maximum of six months. Upon termination by the company, six months’ severance pay also applies. During the notice period, the current employment contract runs with associated benefits. In cases where severance pay would be paid, no other benefits will be paid after the expiry of the notice period. For other members of the executive management who are locally employed outside of Sweden, employment or contractual agreements shall comply with mandatory rules applicable in the relevant jurisdiction or local practice, entailing that e.g. other terms of the employment (or term of the contract as the case may be), other notice periods and other agreements on severance pay may be applicable in the individual case.