Remuneration to the board of directors
At the Annual General Meeting 2024 it was resolved, in accordance with the Nomination Committee’s proposal, that fees for the Board of Directors shall be paid to an amount of SEK 1 785 000, work in committees is compensated with an amount of SEK 135 000. Total remuneration to the Board of Directors is SEK 1 920 000 until the end of the Annual General Meeting 2025.
Long-term share-based incentive programs
Sedana Medical has outstanding long-term share-based incentive programs with a total maximum dilution of 2,385,053 shares.
Warrant program 2022/2025
The Annual General Meeting 2022 resolved on the implementation of two new warrant programs, 2022/2025:1 and 2022/2025:2, for the CEO and certain selected employees. The company therefore issued 895,000 warrants at the AGM, all of which have been subscribed to by the company’s subsidiary Sedana Medical Incentive AB. Each warrant entitles the holder to subscribe to one share in the period 30 May to 30 September 2025, at a subscription price of SEK 46.24, equivalent to 140 percent of the volume-weighted average price paid for Sedana Medical shares over the period 28 April to 11 May 2022. A total of 824,947 warrants were transferred to staff in May 2022. Transfers took place against payment of the estimated market value of the warrants calculated by an external valuer according to the Black & Scholes valuation model. The price per warrant was SEK 5.61. In connection with payment of the warrants, employees received premium subsidies in the form of extra salary amounting to SEK 2.93 before tax per warrant. If the employee leaves employment during the three-year period there is an option to claim repayment of the subsidy in full or in part. If all the warrants are exercised, 824,947 new shares will be issued, which is equivalent to a dilution of around 0.8 percent based on the number of shares in the company at 31 December 2023.
LTIP 2024/2027
The Annual General Meeting 2024 resolved on the implementation of a performance based incentive program for up to 25 employees in the Sedana Medical group. The participants will be awarded, free of charge, up to not more than 1,133,810 performance based share rights, which can grant the participants the right to obtain securities issued by the company. One performance based share right entitles the participant to obtaining up to one share in the company for a price corresponding to SEK 26.33, contingent upon certain qualifying performance-based conditions being met. The AGM further resolved to issue not more than 1,490,053 warrants in total in order to secure the company’s obligations, including the cash flow effects of social security costs. Allocation of performance based share rights to participants in LTIP 2024/2027 has not yet taken place.