Executive team’s remuneration

Executive team’s remuneration in 2022

This report on the remuneration and fees paid to the Executive Team of NoHo Partners Plc for the year 2022 has been prepared in accordance with the Corporate Governance Code of Finnish listed companies 2020.

Remuneration of the Group Executive Team

The Board of Directors decides on the basis of the remuneration of NoHo’s Executive Team. The Board of Directors approves the incentive schemes and the Company’s remuneration principles for other management. The purpose of the annual incentive scheme is to reward the management for achieving pre-defined financial targets. The Board of Directors assesses the performance of the members of the Executive Team.

The short-term remuneration is based on the result, turnover, profitability or other similar targets set by the Board of Directors of the Company or the area of responsibility of the member of the Executive Team. A share-based scheme, such as share-based bonuses or options, can be used for long-term remuneration. The remuneration paid under the share-based incentive scheme can be paid after the end of the earning period as a combination of shares and money.

The salary of the members of the Group Executive Team consists of a monthly salary and fringe benefits. The members of the Group Executive Team are also entitled to short-term incentive schemes, the terms of which are decided annually by the Board of Directors.

In addition to the short-term incentive scheme, the Board of Directors has established a long-term share-based incentive scheme for the Executive Team.

Share-based incentive scheme

The members of the Executive Team belong to the share-based incentive scheme for the key personnel, the adoption of which was announced by the Company on 30 November 2018.

The third earning period of the share-based incentive scheme lasts 16 months, and it started on 1 December 2021 and ends on 31 March 2023. On 30 November 2021, NoHo Partners Plc announced the extension of the share-based incentive scheme aimed at the company’s key employees and the third earning period of the share-based remuneration scheme. According to the stock exchange release of 22 March 2022, the company’s Board of Directors decided to extend the third earning period of the long-term share-based incentive scheme for key personnel due to the restaurant restrictions tightened in December 2021. The earning criteria for the third earning period are based on NoHo Partners’ EBIT. The share-based incentive scheme covers eight members of the Executive Team in the third earning period. A maximum of 281,828 NoHo shares can be paid for the third earning period. According to the average rate of 21 March 2022, the value of the maximum remuneration would be approximately MEUR 2.3 and, if the reward was paid fully in shares, the maximum dilutive effect on the number of the company’s registered shares would be 1.44%. The remuneration earned during the third earning period will be paid to the key personnel in spring 2023.

The fourth earning period of the share-based incentive scheme lasts 24 months, and it started on 1 January 2023, and ends on 31 December 2024. The reward criteria for the fourth earning period are based on NoHo Partners Plc’s profitable growth. There are ten participants in the long-term incentive plan’s fourth earning period. A maximum of 280,420 reward shares could be awarded for the fourth earning period. The value of the maximum reward at the average share price on the trading day on 21 December 2022 would be approximately EUR 2.0 million and, if the reward is fully paid in new shares, the maximum dilutive effect on the number of the company’s registered shares for the fourth earning period is 1.34%. The remuneration earned during the fourth earning period will be paid to the key personnel in spring 2025.

The terms and conditions of employment of the Group Executive Team

The length of the notice period for the members of the Executive Team is determined in accordance with the terms and conditions of their employment contract. The members of the Executive Team are entitled to a salary during the notice period.

The members of the Executive Team are entitled to a statutory pension.

Group Executive Team’s remuneration in 2022

The members of the Company’s Executive Team (excluding the CEO) have earned the following benefits (EUR 1,000) during the financial period 1 January–31 December 2022:

NoHo Partners announced on 9 June 2022 of having re-organised the structure of its Executive Team. The Group’s Executive Team consists of Aku Vikström, Jarno Suominen, Jarno Vilponen and Tuomas Piirtola. From the beginning of 2021 until June 2022 the Group’s Executive Team consisted of nine persons.

The Executive Team’s fees include the fees of all the persons who were members of the Executive Team in 2022. The figures also include the fees of the persons who were members of the Executive Team only for part of the year. The CEO’s and Deputy CEO’s remuneration are described in the Remuneration Report 2022.