As part of the total remuneration, Mandatum uses long-term incentive schemes to commit senior management and other key employees in executing the company’s strategy, increasing shareholder value over the long-term, and rewarding outstanding performance and achievement of objectives. A cap is always set on the rewards that may be earned under these schemes.
The Board of Directors of Mandatum plc resolved on 19 August 2026 to establish a new share-based long-term incentive scheme for the Group Management Team (including the Group CEO) and selected key employees. The scheme consists of annually commencing plans, each including a three-year earning period. The Board of Directors of Mandatum plc will decide separately on the commencement of each individual plan.
The total value of the rewards earned under the incentive scheme is determined based on the combination of the total number of allocated incentive units and the difference between the end value and the starting price of a Mandatum plc share. The starting price and end value are determined according to the trade volume-weighted average price of Mandatum plc share on Nasdaq Helsinki Ltd during a period separately defined in connection with the commencement of the plan.
For the purposes of calculating the reward, the starting price is adjusted by deducting the aggregate amount of Mandatum plc dividends per share resolved up to the payment date. The calculation of the end value is subject to a share price performance cap. In addition, reward payments under the incentive plans may be subject to a plan-specific threshold condition, which is determined separately for each plan.
Any rewards earned under the incentive scheme will be paid in cash. As a rule, participants (including the Group CEO and Group Management Team) subject to deferral rule as defined in Mandatum Group’s Remuneration policies are mandated to purchase Mandatum plc’s shares with the portion subject to deferral as defined in Remuneration policies after deduction of taxes.
The earning period of the first plan launched under the incentive scheme commenced in August 2026.
Information on the long-term incentive scheme
|
|
Earning period 2026-2029 |
|
Maximum number of incentive units (units) |
3,070,000 |
|
of which to Group Management Team members, excluding the Group CEO |
710,000 |
|
of which to Group CEO |
435,000 |
|
Starting price (EUR)* |
|
|
Theoretical market value (EURm) |
|
*) Calculation based on Black & Scholes model
The Board of Directors of Mandatum plc decided on 19.3.2024 to establish a performance- and share-based long-term incentive scheme (PSP) for the Group Management Team (including the Group CEO) and selected key employees. Two plans are currently in operation under the PSP, covering the financial years 2025-2026 and 2025-2027.
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 will be paid are the absolute total shareholder return of the company's share ("Absolute TSR"), net cash flow (plan launched in 2024) and profit before tax of Mandatum’s capital-light business (plan launched in 2025) and the selected sustainability target (external ESG rating). The value 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.
Information on the long-term incentive scheme
|
|
Performance Share Plan 2024-2026 |
Performance Share Plan 2025-2027 |
|
Maximum number of shares paid as remuneration* |
1,724,000 |
1,936,000 |
|
of which to Group Management Team members, excluding the Group CEO |
453,000 |
460,000 |
|
of which to Group CEO |
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 of Mandatum plc decided on 19.3.2024 to establish a restricted share scheme. The purpose of the scheme is to serve as a supplementary share-based incentive and retention arrangement in special situations, such as the recruitment of new employees. Two plans are currently in operation under the restricted share scheme, covering the financial years 2024–2026 and 2025–2027. The value of any rewards payable under the plan is subject to a share price performance cap.
Informantion on the restricted share scheme
|
|
Restricted share plan 2024-2026 |
Restricted share plan 2025-2027 |
|
Maximum number of shares paid as remuneration |
172,400 |
194,000 |
|
of which to Group Management Team members, excluding the Group CEO |
0 |
0 |
|
of which to Group CEO |
0 |
0 |
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 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)**** |
0.1 |
0.3 |
|
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.