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Pexip Holding

Remuneration Information Mar 31, 2022

3711_10-k_2022-03-31_66841dda-1638-475f-afb9-66c2853120ef.pdf

Remuneration Information

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Remuneration Report Pexip ASA 2021

Background

Under Section 6-16 b of the Public Limited Liability Companies Act, Pexip Holding ASA ("Pexip" or "The Company") is required to present an annual report that provides an overview of the remuneration to the Board of Directors and Senior Executives covered by the guidelines defined in Section 6-16 a. This report meets the requirements set out in the Regulations on guidelines for and reporting of remuneration of executive personnel, and it also meets the requirements of notes to the annual accounts in Section 7-31b and 7-32 of the Norwegian Accounting Act.

Purpose

The Company's Remuneration Policy adopted at the Annual General Meeting (AGM) in May 2021 provides the framework for the remuneration of the Board of Directors (the Board) in 2021. The updated policy expected to be approved by AGM in April 2022 describes in more detail our corporate governance process in relation to the Remuneration Policy. The policy is available on Pexip.com, in the Corporate Governance section.

The updated Remuneration Policy has been introduced to comply with the amended regulatory framework. The Policy is a continuation of the previous remuneration principles to ensure that:

  • The policy is formulated in a clear and understandable way and contributes to the Company's business strategy, long-term interests, and economic viability
  • The policy contains comprehensible, exhaustive, and complete criteria for receiving variable remuneration in the form of bonuses, remuneration, services, etc.
  • The remuneration policy explains how the pay and employment conditions of employees of the Company were considered when establishing the remuneration policy.
  • The remuneration report will be reported on an annual basis to comply with these guidelines
  • The policy contains comprehensible, exhaustive, and complete criteria for receiving variable remuneration
  • Remuneration is compared regularly to benchmarks of general industry companies and European Software as a service company.

Overall Company Performance

In 2021, Pexip demonstrated solid year-on-year growth despite a continued delay in sales because of uncertainty around office openings in some key geographies.

Pexip's subscription base measured in Annual Recurring Revenue (ARR) reached USD 106.4 million at the end of 2021, up from USD 81.9 million at the end of 2020, representing a year-on-year increase of 30 %. This was driven by strong sales to public sector organizations, such as the Defense Information Systems Agency, looking for secure video solutions for mission-critical communication requiring strict privacy and security. Growth continues to be driven by net new customers, with 29 p.p. of the 30-p.p. growth coming from new customers and 1 p.p. coming from existing customers, giving a net revenue retention rate of 101%. Churn is at 9.7% in 2021.

The Company has continued to execute on its growth strategy, investing in Sales and R&D to drive strong growth in the years to come. As planned for, the investments made during the past two years led to a negative EBITDA for the year, with an EBITDA margin of -15% compared to the guidance given of a negative -25% to -35%. Pexip closed the year with a solid cash position of NOK 804 million, over five times our negative operating cash flow for 2021, which the Company expects to be sufficient to fund its growth plan until returning to cash flow positive operations.

Key Developments in Board Remuneration

At the AGM on May 20, 2021, all board members were re-elected, and the number of board members was unchanged.

Pexip performs an annual review of remuneration to the Board. The base remuneration for the Chair of the Board and the Board members has been unchanged in the period, as the approved remuneration was a continuation of the remuneration approved in March 2020. Based on the experience from the Board's work in 2020 and 2021, the remuneration for the Audit Committee was decided at the AGM in May 2021. The remuneration of the Chair of the Board amounted to NOK 550,000 for his role as Chair of the Board and for serving on the Company's Audit Committee.

The remuneration for the Board and the Board Committees was approved by the AGM in May 2021.

Key Developments in Executive Management Remuneration

The senior executive's remuneration in 2021 complied with the guidelines on remuneration adopted by the AGM in 2021, with the exception of the implementation of a share option long-term incentive. Implementation of this program was paused due to the departure of the Company's CEO in August 2021 and is planned to be implemented as the new CEO comes in during May 2022.

At the end of 2020, the Board sought external expert advice on benchmarking the remuneration of the Senior Executives in the Company, and to give advice on the design on a long-term compensation model both for Senior Executives and other employees. This exercise benchmarked the remuneration to relevant peers, laying the foundation for the adjustments made in January 2021. It also led to changes in the long-term incentive model considering that Pexip is a listed company and the industry it operates in, which are reflected in Pexip's Remuneration Policy. For Senior Executives excluding the CEO, fixed remuneration increased 11% to NOK 7.57 million (NOK 6.81 million), while total variable remuneration declined 8% to NOK 4.0 million (NOK 4.4 million).

The CEO and the Board agreed that he would step down as CEO late August 2021. As a consequence, his fixed remuneration declined 14% to NOK 1.71 million (NOK 1.977 million). Due to severance pay of NOK 0.87 million, his variable remuneration increased to NOK 2.44 million (NOK 1.68 million).

Feedback from shareholders

The AGM approved the remuneration guidelines for senior executives, as well as the remuneration to the Board without significant input or comments.The remuneration of the Board is based on the Remuneration Policy adopted by the AGM. The policy is available on Pexip.com, in the Corporate Governance section.

Remuneration of the Board of Directors

Policy

The remuneration of the Board is based on the Remuneration Policy adopted by the AGM. The policy is available on Pexip.com, in the Corporate Governance section.

In 2021, the Board remuneration did not deviate from the Remuneration Policy.

Composition of Remuneration to the Board

The remuneration of the Board consists of the Base fee and the Board Committee fee.

Table 1 - Remuneration composition

Remuneration Board of Directors
Directors' fee Yes
Board committee fee Yes
Variable remuneration -
Pension -
Expenses -
Other benefits -
Severance pay -

Directors' fee

Base fee level for the period March 2021 up to the annual general meeting in 2022 was kept at the same level as previous period (March 2020 up to general meeting in May 2021).

Board committee fee:

Board committee fee level for the period March 2020 up to the AGM in 2021 was approved at the AGM in May 2021.

Social security tax

In 2021 social security taxes were paid based on rates set by the authorities and in line with the policy.

Table 2 - Board and committee fee levels 2021:

(Amounts in NOK 1,000).

Board Audit Committee Nomination Committee(NOK)
(NOK) (NOK)
Chair 500 100 40
Member 300 50 20

Table 3 below includes the total remuneration of each board member in 2021. The total remuneration for each board mem-ber supports the focus of the Board on corporate strategy and are contributing to the long-term interest of the Company

Table 3 - Actual remuneration of the Board

Below is a specification of remuneration to the board of directors for year 2020 and 2021 (Amounts in NOK 1,000).

Name Position Fixed base
fee 2020
Fixed base
fee 2021
Fixed base fee 2021
paid in 20225)
Michel Sagen1) Chair of the board 375 500 125
Kjell Skappel Board member 225 300 75
Per Kogstad Board member 225 300 75
Irene Kristiansen Board member 159 300 75
Marianne Wergeland Jenssen Board member 159 300 75
Håkon Dahle2) Board member 66 0 0
Aril Resen3) Board member 66 0 0
Tom Erik Lia4) Board member 66 0 0

1) Chair of the board Michel Sagen is also a consultant for the company. Allowance related to work performed as a consultant amounted to NOK 1,257 thousand for the year 2021 (80% position from Jan to Feb and 60 % position from March to Dec) and NOK 1,756 thousand for the year 2020 (100 % position).

  • 2) Remuneration for the period Jan to March 2020.
  • 3) Remuneration for the period Jan to March 2020.
  • 4) Remuneration for the period Jan to March 2020.

5) Remuneration for the period Oct to Dec 21 were paid in Jan 22.

Table 4 – Actual remuneration of the committees

Below is a specification of remuneration to the audit and nomination committee for year 2020 and 2021. (Amounts in NOK 1,000.)

Name Position Fixed base
fee 2020
Fixed base
fee 2021 1)
Irene Kristiansen Chair of the Audit committee 0 100
Kjell Skappel Audit committee member 0 50
Michel Sagen Audit committee member 0 50
Dag Kaada Chair of the Nomination committee 0 40
Aril Resen Nomination Committee member 0 20
Oddvar Fosse Nomination Committee member 0 20

1) Fixed base fee paid in 2021 relates to year 2020. The remuneration for year 2021 paid in 2022 will be settled on the annual general meeting in April 2022.

Table 5 – Shareholdings by the board 2021

As of December 31, 2021, the board held shares in Pexip themselves or through companies controlled by them. The board does not receive any share-based compensation.

Name Position At the end of year
Michel Sagen Chair of the board 1,563,064
Kjell Skappel Board member 8,599 505
Per Kogstad Board member 4,059,775
Irene Kristiansen Board member 150,000
Marianne Wergeland Jenssen Board member 3,000

Remuneration of the Executive Management Team

Policy

The remuneration of the Executive management team is based on the Remuneration Policy adopted by the AGM. The policy is available on Pexip.com, in the Corporate Governance section.

In 2021, the executive management remuneration did not deviate from the Remuneration Policy, except for the implementation of a share option long-term incentive. Implementation of this program was paused due to the departure of the Company's CEO in August 2021 and is planned to be implemented as the new CEO comes in during May 2022.

Remuneration composition

Remuneration for executives comprise a base salary, a pension contribution, a variable short-term incentive, variable long-term incentives, and other benefits.

Table 6 - Remuneration composition

Remuneration Executive Management
Fixed salary Yes
Short-term incentives Yes
Long-term Share based incentives Yes
Pension Yes
Expenses Yes
Other benefits Yes
Severance pay Yes (For the CEO)
Short-term incentives based on share value -

Fixed salary

The fixed salary shall be the main element in the cash-based remuneration and is decided based on the nature of the position, as well as the qualifications and experience of the executive holding it. The fixed salary is assessed annually, both benchmarking the compensation to similar roles in peer companies as well as overall wage growth.

Short-term incentives

The Company firmly believes that performance-based variable cash salaries for the Senior Executives have a motivational effect and that their implementation is beneficial for the Company and its shareholders to reach the Company's business strategy, long-term interests, and sustainable business practices.

Roles that have the highest direct impact on the Company's short-term performance, such as the Chief Executive Officer and the Chief Revenue Officer, have a higher share of short-term incentives to their overall compensation than the other Senior Executive roles. For the incoming CEO, the on-target variable performance-based salary is 47% of base salary and 28-45% for other executives.

The variable cash salaries are aligned with long-term targets. Pexip has defined a set of long-term targets on Annual Recurring Revenue and Operating Margin, which form the basis for the annual business plan and forms the basis of the variable performance-based salary for Senior Executives as follows:

  • Growth in Annual Recurring Revenue, where achieving zero growth yields 0% achievement and achieving the annual target yields 100% achievement.
  • Development in Operating Expenses including capitalized R&D, where spend of 130% of plan yields 0% achievement, and spending according to the annual target yields 100% achievement.

For both elements, under- and over-performance are rewarded on a linear scale. The plan is capped upwards at 200% of the plan. The Board can adjust targets during the year as well as introduce additional KPIs should it deem it necessary due to changes in market conditions or company performance.

The Company may demand variable cash salary refunded to the same extent it may demand fixed cash salary refunded following the expiry of the employment, typically in the event of erroneous payments or breach of contractual obligations.

Long-term share-based incentives

The purpose of the long-term share-based incentives (SBI) is to support the alignment between the executive management and shareholder interest and ensure the retention of key talent in Pexip.

The SBI has two parts:

  • Part one of the SBI provides a cash amount to eligible executives, who must invest the net amount after tax in Pexip shares within one month after the grant and retain the shares for a minimum of 3 years. After the lock-up, executives are free to keep or sell the shares at their discretion. The conditions for the cash amount are equal to the variable performance-based salary.
  • Part two of the SBI is based on share options. The share options will have a strike equal to the volumeweighted average of the past seven days before the award. 1/3 of vesting of the share options is based on Pexip achieving its long-term performance goal on Annual Recurring Revenue, 1/3 on stock price performance outperforming the OSEBX stock index, and 1/3 do not have additional performance criteria for its vesting.

Due to the departure of the former CEO and the succession period, the share option SBI has not been granted, and the Board seeks to implement this program following the approval of these Remuneration Guidelines and the appointment of the new CEO after the Company's Q1 2022 presentation in May 2022.

Pension

Pexip has a pension scheme according to local standards for all employees, also covering the Executive Management Team. Pexip has a pension contribution of 5% of base salary between NOK 101,351 and NOK 1,216,212 in Norway, and 5% of base salary in the UK.

Expenses:

In 2021 executive management received reimbursement for reasonable expenses related to travel, business expenses, broadband and electronic communication.

Other benefits

In 2021 executive management received other benefits like life and accident insurance, phone etc in line with the remuneration policy.

Severance pay

In 2021 former CEO Odd Sverre Østlie left the company and received six months' severance pay, in line with the remuneration policy. This amounted to NOK 0.87 million.

Table 7 - Actual remuneration of Executive management

Below is a specification of remuneration to the Executive management for year 2020 and 2021 (amounts in NOK 1,000). Remuneration is paid by the entity the Executive is employed by, which is Pexip Ltd for Giles Chamberlin and Pexip AS for the other Executives.

Fixed Variable
Name of Senior
Executive and
position
Reported
financial
year
Base
salary
Total fixed
remuneration
Pension Short
term
incentives
Other
remuneration
Severance
pay
Long
term cash
incentives
for share
purchase
Total variable
remuneration
Total
remuneration
Short term
incentives
accrued
2021 paid
2022
Odd Sverre
Østlie
Former CEO1)
2021 1,707 1,707
(41 %)
38 1,511 119 767 - 2,435
(59%)
4,142 958
2020 1,977 1,977
(54%)
56 1,570 58 - - 1,684
(46%)
3,661 -
Øystein Hem
CFO and
2021 1,810 1,810
(65%)
58 696 34 - 185 973
(35%)
2,783 86
interim CEO4) 2020 1,396 1396
(57%)
56 978 34 - - 1,068
(43%)
2,464 -
Tom Erik Lia
CSO2)
2021 1,700 1,700
(62%)
58 779 31 - 185 1053
(38%)
2,753 93
2020 1,459 1,459
(52%)
56 1,229 55 - - 1,340
(48%)
2,799 -
Giles
Chamberlin
Former CTO3)
2021 1,330 1,330
(65%)
67 404 53 - 185 709
(35%)
2,039 68
2020 1,795 1,795
(66%)
102 775 50 - - 927
(34%)
2,722 -
Nicolas Cormier
CTO5)
2021 1,500 1,500
(68%)
61 434 33 - 185 713
(32%)
2,213 57
2020 1,196 1,196
(66%)
56 492 72 - - 620
(34%)
1,816 -
Ingrid
Woodhouse
CPO
2021 1,232 1,232
(68%)
55 314 34 - 185 588
(32%)
1,820 43
2020 966 966
(69%)
43 366 27 - - 436
(31%)
1,402

1) Odd Sverre Østlie left the company on August 30, 2021.Short term incentives accrued 2021 paid 2022 relates to severance pay.

2) Tom Erik Lia changed role from CCO to CSO from September 13, 2021.

3) Giles Chamberlin changed role from CTO to Software engineer from September 13, 2021.

4) Øystein Hem took over the role as interim CEO from August 23, 2021.

5) Nicolas Cormier changed role from COO to CTO from August 30, 2021.

Table 8 - Long term incentive programmes/Options by Executive management

Below is a specification of long-term incentive programmes for the Executive management.

Name of Senior
Executive and
position
Long term
incentive
programmes
Strike price Grant date Vesting date Number
of shares
preliminary
allocated
Fair value per
share at
grant date 1)
Total fair
value at
launch
Terminated Number of
exercised
options 2021
Strike price
exercised
options 2021
Odd Sverre
Østlie
Pexip 2018
program
14.5 March 2018 March 2022 50 000 5.3166 265 830 50 000 730 000 21,47
Former CEO Management 38 May 2019 May 2023 30 000 7.3219 219 657
IPO program 38 May 2019 May 2022 30 000 6.2168 186 504
Pexip 2018
program
25 Sept 2018 Sept 2022 7 500 9.2884 69 663 212 500 31,39
Øystein Hem
CFO and Management 38 May 2019 May 2023 30 000 7.3219 219 657
interim CEO IPO program 38 May 2019 May 2022 30 000 6.2168 186 504
32 April 2020 April 2024 17 500 41.1654 720 395
Pexip 2020 32 April 2020 April 2023 17 500 40.2847 704 982
program 32 April 2020 April 2022 17 500 39.7540 695 695
Tom Erik Lia Management 38 May 2019 May 2023 30 000 7.3219 219 657
CSO IPO program 38 May 2019 May 2022 30 000 6.2168 186 504 180 000 38,00
Giles
Chamberlin Management 38 May 2019 May 2022 15 000 6.2168 93 252
Former CTO IPO program 38 May 2019 May 2023 15 000 7.3219 109 829 180 000 38,00
Nicolas Cormier
CTO Management 38 May 2019 May 2022 30 000 6.2168 186 504 180 000 38,00
IPO program 38 May 2019 May 2023 30 000 7.3219 219 657
Pexip 2018
Ingrid program 25 Nov 2018 Nov 2022 7 500 5.7781 43 336 21 875 27,11
Woodhouse
CPO Pexip 2020 32 April 2020 April 2022 6 875 39.7540 273 309
program 32 April 2020 April 2023 6 875 40.2848 276 708
32 April 2020 April 2024 6 875 41.1654 283 012

As part of the severance agreement between Pexip and Odd Sverre Østlie, the share options from the Management IPO program is maintained, and the share options related to the ordinary share option program were cancelled.

1) Valuation is based on Black and Scholes share option valuation.

Table 9 – Shareholdings by the Executive management 2021

As of 31 December 2021, the Executive management held shares in Pexip as follows.

Name Role At the end of the year
Odd Sverre Østlie Former CEO 406,729
Tom Erik Lia CSO 1,438,252
Giles Chamberlin Former CTO 1,516,101
Øystein Hem CFO and interim CEO 109,968
Nicolas Cormier CTO 230,573
Ingrid Woodhouse CPO 24,930

Table 10 – KPIs for variable remuneration and goal achievement for 2021

Below is a specification of the KPIs for the variable remuneration to Executive management including measured performance and achievements.

Performance
criteria
Relative weighting of the
performance criteria
Measured performance and
remuneration outcome
The CEO and Senior Growth in Annual Recurring
Revenue, where achieving zero
growth yields 0% achievement
and achieving the annual target
yields 100% achievement.
80% 81,4 %
executives Development in Operating
Expenses including capitalized
R&D, where spend of 130% of
plan yields 0% achievement, and
spending according to the annual
target yields 100% achievement.
20% 159 %

Remuneration and company performance year 2020 - 2021

A summary of the board and executive management remuneration for the year 2021 and comparative information from the year of the IPO (2020) is provided in the table below (amounts in NOK 1,000).

Table 11 – Comparative information on the change of remuneration and company performance

Annual change 2020 2021 Change % Change NOK
Directors' remuneration
Odd Sverre Østlie
Former CEO
3,661 4 142 13 481
Øystein Hem
CFO and interim CEO
2,464 2,783 13 319
Tom Erik Lia
CSO
2,799 2,753 -2 -46
Giles Chamberlin
Former CTO
2,722 2,039 -25 -683
Nicolas Cormier
CTO
1,816 2,213 22 397
Ingrid Woodhouse
CPO
1,402 1,820 30 418
Board of Directors remuneration
Michel Sagen
Chair of the Board
500 500 - 0
Kjell Skappel
Board member
300 300 - 0
Per Kogstad
Board member
300 300 - 0
Irene Kristiansen
Board member
234 300 28 66
Marianne Wergeland Jenssen
Board member
234 300 28 66
Company's performance
Annual recurring revenue (USD Million) 81.9 106.4 30 25
EBITDA (NOK 1000) 55,629 -124,297 -323 -179,926
Profit (Loss) for the year (NOK 1000) -89,009 -157,324 77 -68,315
Average remuneration on a full-time equivalent basis of employees1)
Employees of the company average
base salary
1,128 984 -13 -144
Employees of the company total salary 1,360 1,230 -10 -130

1) Average remuneration on a full-time equivalent basis for employees of the company includes all full-time employees.

The Board of Director's Statement on the Remuneration Report

Today, the Board of Directors has considered and adopted the Remuneration Report of Pexip Holding ASA for the financial year 1 January -. 31 December 2021.

The remuneration report is presented in accordance with section 7-31b and 7-32 of the Norwegian Accounting Act.

In our opinion, the Remuneration Report is in accordance with the Remuneration Guidelines adopted at the Annual General Meeting, and is free from material misstatements and omissions, whether due to fraud or error.

The remuneration Report will be presented for a vote at the Annual General Meeting 21 April 2022.

Oslo, March 30, 2022 Board of Directors and CEO of Pexip Holding ASA

Michel Sagen Chair of the Board

Per Kogstad Board Member

Irene Kristiansen Board Member

Kjell Skappel Board Member

Marianne Wergeland Jenssen Board Member

Deloitte AS Dronning Eufemias gate 14 Postboks 221 Sentrum NO-0103 Oslo Norway

Registrert i Foretaksregisteret Medlemmer av Den

norske Revisorforening Organisasjonsnummer: 980 211 282 14

Tel: +47 23 27 90 00 www.deloitte.no

To the General Meeting of Pexip Holding ASA

INDEPENDENT AUDITOR'S ASSURANCE REPORT ON REPORT ON SALARY AND OTHER REMUNERATION TO DIRECTORS

Opinion

We have performed an assurance engagement to obtain reasonable assurance that Pexip Holding ASA report on salary and other remuneration to directors (the remuneration report) for the financial year ended 31 December 2021 has been prepared in accordance with section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying regulation.

In our opinion, the remuneration report has been prepared, in all material respects, in accordance with section 6 - 16 b of the Norwegian Public Limited Liability Companies Act and the accompanying regulation.

Board of directors' responsibilities

The board of directors is responsible for the preparation of the remuneration report and that it contains the information required in section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying regulation and for such internal control as the board of directors determines is necessary for the preparation of a remuneration report that is free from material misstatements, whether due to fraud or error.

Our independence and quality control

We are independent of the company as required by laws and regulations and the International Ethics Standards Board for Accountants' Code of International Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements. Our firm applies International Standard on Quality Control 1 (ISQC 1) and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Auditor's responsibilities

Our responsibility is to express an opinion on whether the remuneration report contains the information required in section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying regulation and that the information in the remuneration report is free from material misstatements. We conducted our work in accordance with the International Standard for Assurance Engagements (ISAE) 3000 – "Assurance engagements other than audits or reviews of historical financial information".

We obtained an understanding of the remuneration policy approved by the general meeting. Our procedures included obtaining an understanding of the internal control relevant to the preparation of the remuneration report in order to design procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control. Further we performed procedures to ensure completeness and accuracy of the information provided in the remuneration report, including whether it contains the information required by the law and accompanying regulation. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Oslo, 30 March 2022 Deloitte

Eivind Ungersness

State Authorised Public Accountant

Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited ("DTTL"), its global network of member firms, and their related entities (collectively, the "Deloitte organization"). DTTL (also referred to as "Deloitte Global") and each of its member firms and related entities are legally separate and independent entities, which cannot obligate or bind each other in respect of third parties. DTTL and each DTTL member firm and related entity is liable only for its own acts and omissions, and not those of each other. DTTL does not provide services to clients. Please see www.deloitte.no to learn more.

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Lilleakerveien 2A, 0283 Oslo, Norway www.pexip.com

Annual Report 2021

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