Remuneration Information • Mar 5, 2025
Remuneration Information
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Remuneration Report 2024


members of the Board of Directors, a total of 13,332 shares held by the company were transferred to the Board members on 2 May 2024 at a rate of EUR 8.76 per share in the following amounts: 3,196 shares to the Chairman, 2,146 shares to the Vice Chairman, and 1,598 shares to each member.
| EUR | Annual fee | Meeting fees | Total |
|---|---|---|---|
| Jukka Leinonen, Chairman | 70,000 | 26,800 | 96,800 |
| Sakari Lassila, Vice Chairman | 47,000 | 20,300 | 67,300 |
| Teemu Kangas-Kärki, member | 35,000 | 14,500 | 49,500 |
| Laura Lares, member | 35,000 | 14,000 | 49,000 |
| Juuso Maijala member¹ | 35,000 | 12,500 | 47,500 |
| Anni Ronkainen, member | 35,000 | 14,500 | 49,500 |
| Pasi Tolppanen, member | 35,000 | 14,000 | 49,000 |
¹ Member of the Board from 21 March 2024

¹ Employee salaries relative to the total number of personnel, converted to a full-time equivalent basis
² Total remuneration scheme
Adjusted operating profit Employees, average ¹
engage in long-term efforts to promote the achievement of the company's goals. Remuneration is one factor through which the company strives to ensure the availability of skilled and motivated persons for all positions at all levels of the organisation. These principles also apply to the remuneration of the members of the Board of Directors and the President and CEO. The chart on the right shows the development of the remuneration of the Board members and the President and CEO during the financial years 2020–2024 relative to the development of the average remuneration of employees and the Group's financial performance.
The Annual General Meeting annually determines the annual fees and meeting fees payable to the members of the Board of Directors for Board and committee work. The Shareholders' Nomination Board prepares proposals on remuneration for the Annual General Meeting to be held in the spring 2025.
The Annual General Meeting held on 21 March 2024 resolved on the remuneration of the Board of Directors in 2024 as follows: • Chairman of the Board EUR 70,000 • Vice Chairman of the Board EUR 47,000
The fees are be paid so that 40% of the annual fee is paid in Lassila & Tikanoja plc shares held by the company or, if this is not feasible, shares acquired from the market, and 60% in cash.
Shares are issued to Board members and, where necessary, acquired directly from the market on behalf of Board members on the third trading day after the publication of the interim report for the first quarter of the year. In addition, meeting fees were paid to the members of the Board of Directors as follows: EUR 1,000 to the Chairman, EUR 700 to the Vice Chairman, and EUR 500 to each member for each meeting. Meeting fees were also paid to the Chairmen and members of committees established by the Board of Directors: EUR 700 to the Chairman of a committee and EUR 500 to each member for each
meeting.
None of the members of the Board of the Directors is employed by the company or a company belonging to the same group of companies as the company or acts as the company's advisor, and thereby they receive no salary, pension benefits, other financial benefits associated with employment or service, or other emoluments or fees not associated with Board work from the company. The members of the Board are not included in the company's share-based incentive schemes and they do not have any pension contracts with the company. For the payment of the 40 per cent proportion of the annual fee of the
This Remuneration Report has been prepared in accordance with the applicable legislation and the Securities Market Association's Finnish Corporate Governance Code for Finnish listed companies, which entered into force on 1 January 2025. This report describes the remuneration of the Company's governing bodies, namely the Board of Directors and the President and CEO, for the financial year 2024. The Personnel and Sustainability Committee of the Board of Directors has discussed this report and it will be presented to the 2025 Annual General Meeting of Lassila & Tikanoja plc (hereinafter referred to as "L&T" or "the company"). The resolution of the Annual General Meeting concerning the Remuneration Report is advisory. The 2024 Annual General Meeting voted for the Remuneration Report for the financial year 2023 and affirmed it by an advisory resolution. This Remuneration Report, other information disclosed in accordance with the Corporate Governance Code, and information on the remuneration of the members of the Group Executive Board are available on the company's website.
L&T's Personnel and Sustainability Committee has drafted and the Board of Directors has approved the Remuneration Policy, presented to the 2024 Annual General Meeting. The Remuneration Policy describes the remuneration principles concerning the company's governing bodies, namely the Board of Directors and the President and CEO. During the financial year 2024, L&T complied with the Remuneration Policy presented to the Annual General Meeting. An analysis of the total compensation of the key management is prepared annually by a consultant independent of the company. The analysis is reviewed by the Personnel and Sustainability Committee.
There were no deviations from the Remuneration Policy and no clawback of remuneration. In accordance with the Remuneration Policy, the aim of the remuneration scheme of the Board of Directors and the President and CEO is to contribute to the positive development of shareholder value, as well as to enhance the company's competitiveness, long-term financial success, and fulfilment of the strategy and goals set by the company.
The key principle of the Remuneration Policy is that remuneration of the Board of Directors and the President and CEO shall contribute to the achievement of the abovementioned goals and provide – in terms of both level and structure – a fair and competitive package that promotes commitment and retention and is in line with market practices. The aim of all remuneration throughout Lassila & Tikanoja Group is to promote good performance and to motivate personnel to


index for the Helsinki Stock Exchange (30% weight), and carbon footprint reduction (20% weight). Payment of the rewards under the share-based incentive scheme in question will take place after the three-year earnings period, in 2027.
• The share-based incentive scheme with the financial years 2025–2027 as the earnings period. The reward is based on the Group's average return on capital employed (ROCE) for 2025–2027 (30% weight), the total shareholder return (TSR) of the Lassila & Tikanoja plc share relative to the stock market index for the Helsinki Stock Exchange (30% weight), carbon footprint reduction (20% weight) and revenue during the period 2025–2027 (20% weight). Payment of the rewards under the share-based incentive scheme in question will take place after the three-year earnings period, in 2028.
A written service contract has been drawn up for the President and CEO. According to the contract, the period of notice is six months should the company terminate the contract, and six months should the President and CEO terminate the contract. In the event that the company terminates the contract, the President and CEO will be paid compensation amounting to twelve (12) months' salary. Separate rewards are not paid to the President and CEO for memberships of the Boards of Directors of the company's subsidiaries, and the President and CEO receives no remuneration from L&T Group companies other than the parent company. The President and CEO's pension is determined according to the Employees Pensions Act.
Short-term and long-term incentive bonuses were paid to the President and CEO in the financial year 2024. Incentive bonuses amounting to EUR 92,565 will become due for payment for the financial year 2024. No supplementary pension was paid.
The following table presents the remuneration paid to the President and CEO during the financial year 2024:
| EUR | 2024 | Relative share of fixed and other incentives |
|---|---|---|
| Annual salary (in cluding salary and fringe benefits) |
473,939 | 67% |
| Incentive bonus | 89,400 | 13 %¹ |
| Share-based bonus | 145,727 | 21% |
| Fringe benefits (in cluded in the annual salary) |
17,937 | |
| Total | 709,066 |
¹ The maximum amount of the incentive bonus for the CEO in 2024 was 58% of the annual salary




The precondition for payment is that the President and CEO is employed by the company at the time of the payment. Any shares earned through the one-year incentive scheme must be held for a minimum period of two years following payment (retention period). After the two-year retention period, shares must continue to be held at a value corresponding to the President and CEO's gross salary for six months, as long as the President and CEO is employed by the company. If the President and CEO resigns during the retention period at his own initiative, he is obligated to return the received shares without compensation.
The share-based incentive schemes with the years 2023 and 2024 as the earnings periods, as well as the three three-year earnings periods of 2023–2025, 2024–2026 and 2025–2027 are described below:
• The share-based incentive scheme with the financial year 2023 as the earnings period. The reward is based on the Group's return on capital employed (ROCE) with a weight of 80% and carbon footprint reduction with a weight of 20%. The earnings criteria for the earnings period that corresponds to the financial year 2023 were achieved to such an extent that the reward represented 51.3% of the maximum amount. In the financial year 2024, the President and CEO was paid a total of EUR 145,727 under the long-term incentive scheme (corresponding to 16,108 L&T shares to be transferred and including the cash component) for the earnings period that corresponded to the financial year 2023, calculated at the average share price on 23 February,
• The share-based incentive scheme with the financial year 2024 as the earnings period. The reward is based on the Group's return on capital employed (ROCE) with a weight of 80% and carbon footprint reduction with a weight of 20%. The earnings criteria for the earnings period that corresponds to the financial year 2024 were achieved to such an extent that the reward represented 23.51% of the maximum amount. In the financial year 2025, the President and CEO was paid a total of EUR 60,827.68 under the long-term incentive scheme (corresponding to 7,382 L&T shares to be transferred and including the cash component) for the earnings period that corresponded to the financial year 2024, calculated at the average share price on 25 Feb-
• The share-based incentive scheme with the financial years 2023–2025 as the earnings period. The reward is based on the Group's average return on capital employed (ROCE) for 2023–2025 (50% weight), the total shareholder return (TSR) of the Lassila & Tikanoja plc share relative to the stock market index for the Helsinki Stock Exchange (30% weight), and carbon footprint reduction (20% weight). Payment of the rewards under the share-based incentive scheme in question will take place after the three-year earnings
• The share-based incentive scheme with the financial years 2024–2026 as the earnings period. The reward is based on the Group's average return on capital employed (ROCE) for 2023–2025 (50% weight), the total shareholder return (TSR) of the Lassila & Tikanoja plc share relative to the stock market
The Board of Directors decides on the remuneration and financial benefits payable to the President and CEO. Before decision-making by the Board of Directors, the matter is prepared by the Personnel and Sustainability Committee of the Board. Eero Hautaniemi has served as the President and CEO since 1 January 2019. The company did not have a Deputy CEO.
The remuneration of the President and CEO consists of a fixed monthly salary and benefits, and a separate annually decided short-term incentive. In addition, the President and CEO is included in the share-based incentive scheme, which serves as a long-term incentive scheme. The short-term incentive scheme and the share-based incentive scheme that serves as a long-term incentive scheme constitute the variable components of the President and CEO's remuneration.
The short-term incentive bonus for the President and CEO corresponds to seven months' salary at maximum. The objectives of the short-term incentive scheme are set – and their achievement assessed – annually. Any incentives are usually paid in February of the year following the earnings period typically spanning a calendar year. The precondition for payment is that the President and CEO is employed by the company at the time.
The President and CEO's incentive bonus for the earnings period that corresponds to the financial year 2024 was based on the Group's profit performance and strategic targets defined by the Board of Directors as follows: consolidated operating profit (70% weight), improving working capital (20% weight) and the employee Net Promoter Score (eNPS, 10% weight). Based on the achievement of the earnings criteria for the earnings period that corresponded to the financial year 2024, the incentive bonus was earned at 35.1% of the maximum amount. The President and CEO will be paid EUR 92,565 in the financial year 2025 for the earnings period that corresponds to the financial year 2024.
The President and CEO's long-term incentive scheme is the company's sharebased incentive scheme. The Board of Directors decides on the share-based incentive scheme as part of the overall incentive and retention scheme. As a rule, the earnings period of the plan is three calendar years. The Board of Directors decides on the earning criteria for each earnings period based on the Personnel and Sustainability Committee's proposal. The final numbers of shares issued based on meeting the earnings criteria are decided by the Board of Directors at the beginning of the year following the earnings period.
Rewards are paid in February of the calendar year following the earnings period. The rewards are paid partly as shares and partly in cash. The cash component is intended to cover the taxes and tax-like payments incurred from the share-based reward.


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