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Asetek A/S
Remuneration Information • Apr 4, 2025
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Remuneration Information
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Asetek is a developer and manufacturer of high-quality gaming hardware. Founded in 2000, Asetek established its innovative position as the leading OEM developer and producer of the all in-one liquid cooler for major PC & Enthusiast gaming brands. In 2021, Asetek introduced its line of products for next level immersive SimSports gaming experiences. Asetek is headquartered in Denmark and has operations in China and Malaysia with a total of 114 employees. In 2024 Asetek recorded revenue of \$52.5 million.
XXXXX ASETEK REMUNERATION REPORT 2023 / Page 2
Asetek A/S Visiting address: Skjoldet 20 DK-9230 Svenstrup J Denmark
Email: [email protected] www.asetek.com
CVR number: 3488 0522
Remuneration Report Fiscal Year 2024 Published March 2025
CONTENT
| Introduction | 4 |
|---|---|
| Remuneration principles | 4 |
| 5-year overview | 5 |
| Remuneration of the Board of Directors | 6 |
| Remuneration of the Executive Management | 7 |
| Statement by the Board of Directors and Management | 11 |
| Independent Auditor's Report on Remuneration Report | 12 |
XXXXX ASETEK REMUNERATION REPORT 2023 / Page 3
INTRODUCTION
This remuneration report includes management remuneration practices and main compensation principles in Asetek A/S ("Asetek" or 'the Company") and its subsidiaries for the financial year 2024.
2024 was a challenging year for Asetek. The Liquid Cooling business contracted quite signifianct in terms of revenue, while the SimSports business continued to grow with rapid pace. Asetek implemented several measures to enhance its operations and is now well suited to enter into 2025 as a stronger entity.
The 2023 Remuneration Report was voted in favor of by 53% of the votes cast at the Annual General Meeting held on April 30, 2024. No specific remarks were noted during the Annual General Meeting.
REMUNERATION PRINCIPLES
The Remuneration Policy provides the framework for remuneration paid to the Company's Board of Directors and Executive Management which here refers to the executive officers registered with the Danish Business Authority as well as the Company's Chief Operating Officer.
The overall objective of the Remuneration Policy is to:
- // Govern the remuneration of the Board of Directors and Executive Management
- // Align the interests of Executive Management and the Board of Directors with the interests of the shareholders
- // Attract, motivate, and retain qualified members of both the Board of Directors and members of Executive Management
- // Contribute to Asetek's overall business strategy of growing the Asetek brand with end users while delivering profitable growth and remaining competitive and to support the short- and longterm objectives of Asetek and the sustainability of the Company
In addition, Asetek wants to encourage strong individual performance of such members as well as ensure the maximization of shareholder value and of Asetek's longterm sustainability. Therefore, members of the Executive Management receive a combination of fixed salary and incentives which promote and support value creation to the company's business on both a short- and a long-term basis as well as the long-term sustainability of the company and to the broader employee group.
The remuneration to the Board of Directors and the Executive Management is assessed on an ongoing basis to ensure that it is in line with comparable companies within similar industries as Asetek and does not exceed what is considered reasonable with regard to the company's financial position. Furthermore, remuneration is determined under consideration of the competences, efforts and responsibilities required of members of the Board of Directors and the Executive Management. When laying out the principles, consideration has been made to ensure that the remuneration of the Board of Directors and Executive Management reflects the responsibilities and skills required of each role relative to peer companies, as well as to other senior leadership positions in the company.
The underlying principles are described in the Remuneration Policy approved by the Board of Directors and published on the Company's website. The Policy was most recently updated at the Annual General Meeting held on April 30, 2024, where changes were implemented. The changes related to:
- // Compensation payable to the vice chair person
- // Compensation payable to the audit committee chair person
- // The ability to assign special duties to members of the Board of Directors against payment additional compensation
- // Implementation of a cap on pay-outs on stock options and PSU's
The following payment components are used:
| Remuneration | Board of Directors | Executive Management |
|---|---|---|
| Fixed fee / fixed base salary | x | x |
| Short term cash bonus | x | |
| Long-term share-based schemes | x | |
| Other benefits | x | |
| Pension | x | |
5-YEAR OVERVIEW
| Note | 2024 | Annual change |
2023 | Annual change |
2022 | Annual change |
2021 | Annual change |
2020 | Annual change |
|---|---|---|---|---|---|---|---|---|---|---|
| kUSD | kUSD | kUSD | kUSD | kUSD | ||||||
| Board of Directors members: | ||||||||||
| René Svendsen-Tune, chair | 1 65 |
0% | 42 | |||||||
| Erik Damsgaard, vice chair | 2 55 |
0% | 55 | 0% | 55 | 6% | 52 | 29% | 40 | 1% |
| Jukka Pertola | 3 45 |
-14% | 52 | -20% | 65 | 0% | 65 | 17% | 56 | 1% |
| Anja Monrad, AC chair | 4 40 |
|||||||||
| Maja Frølunde Sand-Grimnitz | 5 34 |
0% | 45 | 0% | 25 | |||||
| Maria Hjorth | 6 15 |
0% | 45 | 0% | 45 | 0% | 45 | 12% | 40 | 1% |
| Jørgen Smidt | 7 | 16 | 0% | 45 | 0% | 45 | 12% | 40 | 1% | |
| Executive Management members: | ||||||||||
| André Sloth Eriksen, CEO | 1,162 | -25% | 1,557 | 40% | 1,114 | -13% | 1,277 | 0% | 1,283 | 9% |
| Peter Dam Madsen, CFO | 455 | -20% | 568 | 34% | 424 | -14% | 494 | 12% | 443 | 13% |
| John Hamill, COO | 8 575 |
-23% | 744 | 30% | 572 | -7% | 612 | -4% | 636 | 41% |
| Base salary in local currency, change since previous year | ||||||||||
| André Sloth Eriksen, CEO | 10% | 0% | 11% | 19% | 2% | |||||
| Peter Dam Madsen, CFO | 10% | 0% | 9% | 12% | 1% | |||||
| John Hamill, COO | 10% | 0% | 8% | 10% | -3% | |||||
| Parent company results: | ||||||||||
| Income before tax | -15,216 | 912% | -1,504 | -670% | 264 | -73% | 971 | 2,011% | 46 | 388% |
| Comprehensive income | -15,979 | 1,005% | -1,446 | -1,415% | 110 | -87% | 818 | 309% | 200 | 315% |
| Group results: | ||||||||||
| Revenue | 52,502 | -31% | 76,332 | 51% | 50,650 | -37% | 79,803 | 10% | 72,750 | 34% |
| Income before tax | -18,217 | -314% | 8,498 | -245% | -5,878 | -521% | 1,397 | -85% | 9,426 | 548% |
| Comprehensive income | -25,273 | -476% | 6,722 | -207% | -6,296 | -1,592% | -372 | -103% | 11,587 | 1,181% |
| Average remuneration on a full time equivalent basis, excluding Executive Management: |
||||||||||
| Company employees | 9 - |
- | - | - | - | |||||
| Group employees avr. remuneration | 10 99 |
11% | 89 | -6% | 95 | -13% | 109 | 8% | 101 | -3% |
| DKK/USD, Index (2020: 100) | 93 | 0% | 94 | 3% | 91 | -11% | 103 | 3% | 100 |
In years, where a director has not served the full year, the annual change is based on annualized numbers.
-
- Mr. Svendsen-Tune joined the board of directors as an independant director on May 9, 2023
-
- Mr. Damsgaard joined the board of directors as an independant director on April 10, 2019
-
- Mr. Pertola joined the board of directors as an independant director on April 10, 2019 and stepped down as chairman on May 9, 2023
-
- Ms. Monrad joined the board of directors as an independant director on April 30, 2024. Ms. Monrad is the chair of the Audit Committee, for which she receives additional compensation. For 2024, 10 kUSD of the total paid compensation was specific to the Audit Committee chair work
-
- Ms. Frølunde Sand-Grimnitz joined the board of directors as an independant director on June 15, 2022, and stepped down on October 1, 2024
-
- Ms. Hjorth joined the board of directors as an independant director on January 14, 2019, and stepped down on April 30, 2024
-
- Mr. Smidt joined the board on January 30, 2012, and stepped down on May 9, 2023
-
- Mr. Hamill is not a registered member of the management, but reports to the CEO and is a member of the executive management group. Mr. Hamills employment terminated on December 31, 2024
-
- The parent company only employs individuals classified as executive management
-
- Calculated as the Groups total remuneration amounts excluding Executive Management compensation divided by the Groups total number of employees excluding Executive Management members
REMUNERATION OF THE BOARD OF DIRECTORS
The Nomination Committee, which consists of 3 members directly elected by the General Meeting assesses the fees paid to the Board of Directors annually.
The remuneration for the year is approved by the Annual General Meeting.
Board members receive a fixed base fee. The fee for 2024 was USD 45,000, which was an unchanged compared to 2023. The chair of the Board of Directors receives an additional fee of USD 20,000, the vice chair receives an additional fee of USD 10,000, and the chair of the Audit Committee receives an additional fee of USD 15,000.
In addition to the above, Asetek pays for travel and relevant education expenses.
Board members directly representing larger, single investments do not receive any remuneration. Work in various committees, including the Nomination Committee, is not separately compensated. The remuneration paid complies with the principles laid out in the Remuneration Policy.
Board members are generally encouraged to hold shares in the Company, but it is not a requirement.
The members of the Board of Directors hold shares in Asetek A/S:
| Shares at December 31, 2023 |
Acquired during the year |
Disposed during the year |
Shares at December 31, 2024 |
|
|---|---|---|---|---|
| René Svendsen-Tune | 241,842 | 241,842 | ||
| Erik Damsgaard | 145,267 | 145,267 | ||
| Jukka Pertola | 164,171 | 164,171 | ||
| Anja Monrad | 0 | 50,000 | 50,000 | |
| Board of Directors | 551,280 | 50,000 | 0 | 601,280 |
REMUNERATION OF THE EXECUTIVE MANAGEMENT
Overall remuneration model
Asetek is a high-tech growth company that is based in Denmark, with a significant presence in U.S. and China, and publicly listed in Denmark. As a result, the Board has determined that the reference point for market practice is similar sized Nordic high-tech companies with a significant international presence.
Competitive remuneration is considered a key element in attracting, retaining and rewarding a competent and value-adding Executive Management team, that is committed towards value creation in the interest of Asetek and its shareholders. The remuneration structure for Executive Management reflects the Company's desire to offer a market-relevant total remuneration package with an appropriate balance between base salary and variable remuneration, which includes both short and long-term incentive components. Further, the remuneration package is designed to align the interests of members of the Executive Management with Asetek's overall business strategy, short and long-term objectives and to support the sustainability of the company.
Accordingly, the remuneration package for Executive Management consists of (i) a fixed annual base salary (ii) pension contribution (iii) a short-term cash bonus (iv) a long-term incentive scheme (share based) (v) other benefits in the form of usual non-monetary benefits.
Each element of the remuneration package, and the relative proportion between these, has been chosen to support the objectives of the Remuneration Policy.
The total remuneration level for Executive Management is targeted to be competitive compared to similar Nordic high-tech companies.
The Remuneration Committee proposes the remuneration to the Executive Management for the coming year to the Board of Directors, who collectively approves the remuneration.
The components of the remuneration to members of Executive Management comprises a base salary, pension contributions, cash bonus, a long term, share based, incentive scheme and benefits (car, phone, etc.).
Fixed base salary
The fixed base salary is set at market level for similar Nordic high-tech companies in the same industry and with similartenure and experience. Executive Management is not entitled to any further remuneration for assisting Asetek's affiliated companies.
Pension
The pension contribution for Executive Management is between 0 and 15% of the fixed base salary.
Cash bonus
Cash bonus schemes may consist of an annual bonus, which the individual member of the Executive Management can receive if specific short-term targets of the company and other possible personal targets for the relevant year are met. The maximum cash bonus cannot exceed 100% of the Executive Management member's fixed annual salary at the time of award for any given financial year. Target is normally 10–50% of the annual fixed salary. Payment of bonus is only relevant when conditions and targets have been fully or partly met (as agreed). If no targets are met, no bonus is paid out. The bonus agreements include claw-back clauses, but none such event happened in 2024.
For 2024, the monetary goals comprised goals related to profitability (EBITDA) and balance sheet optimization, for which pre-defined targets were set. In addition to the monetary goals, the Executive Management members have pre-defined personal strategic and tactical goals as components in their cash bonus model.
Severance
Asetek may at its discretion terminate executives' employment by giving them notice up to 12 months. The maximum aggregated remuneration including severance pay in the notice period cannot exceed a value corresponding to 24 months total remuneration.
The Company's chief operating officer was terminated during 2024, and a severance agreement was entered into.
Compliance with policy
The remuneration paid complies with the principles laid out in the Remuneration Policy.
Long-term share-based schemes
The Long-term share-based scheme (LTIP) is aligned to select peers to Asetek, and is intended to drive long-term performance, the alignment of management's interests with those of Asetek's shareholders, and to support the attraction, retention and motivation of first-rate executive talent in the context of Asetek's high growth journey.
Under the LTIP, members of the Executive Management are entitled to participate in Asetek's longterm option programs and may be granted stock options on an annual basis based on an individual assessment made by the Renumeration Committee each year with a value corresponding to a certain percentage of the individual Executive Management member's annual base salary. The annual grant is typically 25% to 40% of the fixed annual base salary depending on the individual role, though this can vary within a range of 25% to 75% of fixed annual base salary. For any given financial year, the total grant value of the stock options granted to any member of Executive Management is capped at 100% of the fixed annual base salary at the time of grant.
The stock option agreements include claw-back clauses, but none such event happened in 2024.
The value of any stock options granted is disclosed in the remuneration report each year, as shown below, and is determined in accordance with the Black & Scholes formula.
The Remuneration Committee is on an annual basis reviewing if performance-based restricted shares are preferable compared to stock options. This review has for now not lead to a change in the choice of LTIP instrument.
In 2024, in light of the ongoing funding disucssions, Executive Management members were not granted options.
John Hamill, the Company's longtime COO, was a part of the day-to-day Executive Management but was not registered as an executive manager with the Danish authorities as the majority of his work is performed outside of Denmark. Mr. Hamills employment with the Company terminated on December 31, 2024 and in connection herewith, a customary severance agreement was entered into by the parties.
Remuneration to the Executive Management, 2024
| Pension contribu | Other short | LTI compen | ||||||
|---|---|---|---|---|---|---|---|---|
| Base salary | Bonus | tion | term benefits1) | sation grants | Total | Fixed vs. variable | ||
| André Sloth Eriksen, CEO | kUSD | 787 | 236 | 95 | 44 | 0 | 1,162 | 80/20 |
| % | 68% | 20% | 8% | 4% | 0% | 100% | ||
| Peter Dam Madsen, CFO | kUSD | 361 | 45 | 28 | 21 | 0 | 455 | 90/10 |
| % | 79% | 10% | 6% | 5% | 0% | 100% | ||
| John Hamill, COO | kUSD | 352 | 214 | 9 | 0 | 0 | 575 | 63/37 |
| % | 61% | 37% | 2% | 0% | 0% | 100% |
1) Calculated at taxable value of company car, phone etc
Mr. Hamil's employment with Asetek terminated on December 31, 2024. In addition to the above amounts, he was paid a severance payment of USD 161k.
Cash bonuses
Included in the remuneration to the Executive Management team were the cash bonuses shown below. For 2024, the companywide goals comprised goals within the areas of revenue and gross margins. For each goal, there were pre-defined targets, and clawback is possible. In addition to the company wide goals, the Executive Management members have pre-defined personal strategic and tactical goals as components in their cash bonus model. The paid-out cash bonuses are all within the framework determined by the Remuneration Policy.
| Minimum bonus |
Maximum bonus |
Actual pay-out, of maximum |
Actual bonus | Bonus, of total compensation |
|
|---|---|---|---|---|---|
| André Sloth Eriksen, CEO | 0 | 472 | 50% | 236 | 20% |
| Peter Dam Madsen, CFO | 0 | 90 | 50% | 45 | 10% |
| John Hamill, COO | 0 | 429 | 50% | 214 | 37% |
| André Sloth Eriksen | Peter Dam Madsen | John Hamill | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Goals | Goal fulfillment | Target weight | Goals | Goal fulfillment | Target weight | Goals | Goal fulfillment | Target weight | |
| Financial goals | EBITDA | Goal is not met |
50.0% | EBITDA | Goal is not met |
50.0% | EBITDA | Goal is not met |
50.0% |
| Balance sheet optimization |
Goal is met | 16.7% | |||||||
| Non-financial goals | Customer acquisition/ retention, Cooling |
Goal is met | 12.5% | Goal related to infrastructure |
Goal is met | 16.7% | Customer acquisition/ retention, Cooling |
Goals are met |
12.5% |
| Specific strategic milestone, commercial I, SimSports |
Goal is met | 12.5% | Goal related to future sustainability reporting |
Goal is met | 16.7% | Specific strategic milestone, commercial I, SimSports |
Goal is met | 12.5% | |
| Specific strategic milestone, commercial II, SimSports |
Goal is met | 12.5% | Specific strategic milestone, commercial II, SimSports |
Goal is met | 12.5% | ||||
| Specific strategic milestone, product development, SimSports |
Goal is met | 12.5% | Specific strategic milestone, product development, SimSports |
Goal is met | 12.5% | ||||
| Actual pay-out, of maxium | 50% | 50% | 50% |
Share ownership
Members of Executive Management are generally encouraged to hold shares in the Company. Executive Management has historically increased its ownership share through exercise of employee warrants and options. Mr. Hamills shares are not listed due to his depature from the Company on December 31, 2024
The following members of the Executive Management hold shares in Asetek A/S
| Shares at December 31, 2023 |
Acquired during the year |
Disposed during the year |
Shares at December 31,2024 |
|
|---|---|---|---|---|
| André Sloth Eriksen, CEO | 1,391,128 | 1,391,128 | ||
| Peter Dam Madsen, CFO | 467,594 | 467,594 | ||
| Executive Management | 1,858,722 | 0 | 0 | 1,858,722 |
The following members of the executive management hold options in Asetek A/S
| Expiration of warrant/option |
Warrants/Options at December 31, 2023 |
Acquired during the year |
Exercised/ cancelled during the year |
Options at December 31, 2024 |
|
|---|---|---|---|---|---|
| André Sloth Eriksen, CEO | |||||
| Options @DKK 4.07 (2023) | december 2028 | 1,149,000 | 1,149,000 | ||
| Options @DKK 4.49 (2022) | september 2027 | 151,200 | 151,200 | ||
| Options @DKK 7.37 (2019) | september 2026 | 106,200 | 106,200 | ||
| Options @DKK 11.44 (2020) | april 2027 | 67,950 | 67,950 | ||
| Options @DKK 13.82 (2018) | oktober 2025 | 52,300 | 52,300 | ||
| Warrants @DKK 22.76 (2017) | april 2024 | 130,981 | 130,981 | 0 | |
| Options @DKK 29.89 (2021) | april 2026 | 56,700 | 56,700 | ||
Peter Dam Madsen, CFO
| Executive management group | 2,350,946 | 0 | 175,196 | 2,175,750 | |
|---|---|---|---|---|---|
| Options @DKK 29.89 (2021) | april 2026 | 17,700 | 17,700 | ||
| Warrants @DKK 22.76 (2017) | april 2024 | 44,215 | 44,215 | 0 | |
| Options @DKK 13.82 (2018) | oktober 2025 | 26,500 | 26,500 | ||
| Options @DKK 11.44 (2020) | april 2027 | 42,075 | 42,075 | ||
| Options @DKK 7.37 (2019) | september 2026 | 61,750 | 61,750 | ||
| Options @DKK 4.49 (2022) | september 2027 | 50,975 | 50,975 | ||
| Options @DKK 4.07 (2023) | december 2028 | 393,400 | 393,400 |
STATEMENT BY THE BOARD OF DIRECTORS AND MANAGEMENT
The Board of Directors has considered and approved the remuneration report for the financial year 2024 for Asetek A/S.
The remuneration report is submitted in accordance with section 139 b of the Danish Companies Act. The remuneration report is submitted for an indicative vote at the annual general meeting.
Asetek A/S
7 March 2025
André Sloth Eriksen Peter Dam Madsen
Chief Executive Officer Chief Financial Officer
BOARD OF DIRECTORS
René Svendsen-Tune, Chair Erik Damsgaard, Vice Chair
Jukka Pertola Anja Monrad
REGISTERED MANAGEMENT
INDEPENDENT AUDITOR'S REPORT ON REMUNERATION REPORT
To the Shareholders of Asetek A/S
We have examined whether the remuneration report for Asetek A/S for the financial year 1 January –31 December 2024 contains the information required under section 139 b, subsection 3 of the Danish Companies Act.
We express reasonable assurance in our conclusion.
The Board of Directors' responsibility for the remuneration report
The Board of Directors is responsible for the preparation of the remuneration report in accordance with section 139 b, subsection 3 of the Danish Companies Act. The Board of Directors is also responsible for the internal control that the Board of Directors deems necessary to prepare the remuneration report without material misstatement, regardless of whether this is due to fraud or error.
Auditor's independence and quality management
We have complied with the independence requirements and other ethical requirements in the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (IESBA Code), which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour and ethical requirements applicable in Denmark.
Our firm applies International Standard on Quality Management 1, ISQM 1, which requires the firm to design, implement and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.
Auditor's responsibility
Our responsibility is to express a conclusion on the remuneration report based on our examinations. We conducted our examinations in accordance with ISAE 3000 (revised), Assurance Engagements Other than Audits or Reviews of Historical Financial Information and the additional requirements applicable in Denmark to obtain reasonable assurance in respect of our conclusion.
As part of our examination, we checked whether the remuneration report contains the information required under section 139 b, subsection 3 of the Danish Companies Act, number 1–6, on the remuneration of each individual member of the Executive Board and the Board of Directors.
We believe that the procedures performed provide a sufficient basis for our conclusion. Our examinations have not included procedures to verify the accuracy and completeness of the information provided in the remuneration report, and therefore we do not express any conclusion in this regard.
Conclusion
In our opinion the remuneration report, in all material respects, contains the information required under the Danish Companies Act, section 139 b, subsection 3.
Aalborg, 7 March 2025 PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab CVR No 33 77 12 31
Mads Melgaard
State Authorised Public Accountant Mne34354
Line Borregaard
State Authorised Public Accountant Mne34353
