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Aker BioMarine
Remuneration Information • Mar 31, 2025
3527_rns_2025-03-31_22eca9d5-f9a2-4c3f-ba5f-5c7cadcdb05f.pdf
Remuneration Information
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④ AKER BIOMARINE
Management Remuneration Report - 2024
Remuneration Report 2024
This remuneration report ("Remuneration Report") provides the overview of the total remuneration received by the Board of Directors (the Board) and the Executive Management of Aker BioMarine ASA, Org. no. 913 915 062 (the "Company"), during the financial year 2024, with comparative figures for the past five years. Executive Management refers in this Remuneration Report to members of the Executive Management of the Company as well as the CEO of Lang Pharma Nutrition Inc. (Lang), the wholly-owned US subsidiary of Aker BioMarine ASA operating within the Brands segment.
The main purpose of the Remuneration Policy1 is to encourage a strong and sustainable performance-based culture, which also supports growth in shareholder value. The remuneration of the executives shall promote the achievement of good financial results and management in accordance with the company's values and business ethics and shall reflect the content and complexity of the managers' position, as well as the individual performance. It is also considered important to provide competitive terms that help to retain key personnel and executive management and in turn mitigate the risk that core qualification and experience is lost by key people leaving the company. The policy allows for differentiation, opening up for tailoring remuneration packages for key positions in order to promote strategic goals and sustainable, long-term value creation. Within the frames of the policy, the remuneration may include fixed remuneration, shortterm incentives, and long-term incentives.
The Remuneration Report has been prepared in accordance with §§6-16 a and 6-16 b of the Public Limited Liability Companies Act and the European Commission Guidelines on the standardized presentation of the remuneration report under Directive 2007/36/EC, as amended by Directive (EU) 2017/828. The information included in the Remuneration Report has partly been derived from the audited annual reports of Aker BioMarine for the financial years 2019-20222 with additional information to support the explanation of the remuneration of the Board and Executive Management. All amounts are included in USD, gross.
1 Introduction
For the year 2024, Adjusted Group Earnings before Interest, Tax, Depreciation, Amortization and special operating items ("Adjusted EBITDA") was USD 29.0 million, compared to USD 21.1 million in 2023. For the Human Health segment, 2024 yielded revenue growth of 17% compared to 2023. For the Consumer Health Product segment, the revenue declined 10% compared to the previous year. In the third quarter, Aker BioMarine sold the Feed Ingredients business. Following the transaction, Aker BioMarine is a focused human health and nutrition company consisting of three business units: (1) Human Health Ingredients, (2) Consumer Health Products, and (3) Emerging Businesses.
In 2024, after the Feed Ingredients transaction, Aker BioMarine elected a new employee representative to the Board, replacing the previous member from the Feed Ingredients business. Changes to the Executive Management were made as part of a company restructuring at the start of the year, and subsequently following the Feed Ingredients transaction.
The general meeting endorsed the Board of Directors' 2023 remuneration report for leading personnel in Aker BioMarine with no remarks.
1 Remuneration Policy can be found on our webpage: www.akerbiomarine.com
2 Annual reports available on our webpage: https://www.akerbiomarine.com/Investor-financial-reports-and-presentations
2 Board of Directors
2.1 FIXED REMUNERATION
The Board and the Nomination Committee considers the remuneration of the Board and its committees as matching the remuneration levels in comparable companies, considering, among others, the board members' required competencies, efforts, and the scope of the board work. Members of the Board receive a fixed annual fee approved by the Annual General Meeting. Board members who are also members of one of the board committees receive an annual committee remuneration. The fees for the chairman of the board and the chairman of the audit committee are somewhat higher than the fees for ordinary members, reflecting their extended duties. The employee elected members of the Board do not receive separate compensation for their directorships. Members of the Board are not eligible for performance shares, variable remuneration or pension contribution.
Individual board members may take on specific ad hoc tasks outside the scope of duties assigned by the Board and may be entitled to additional fees for such tasks on the conditions set out in the Remuneration Policy. For the financial year 2024, none of the board members have received additional remuneration for carrying out ad hoc duties assigned by the Board. Additional compensation may be offered for board members taking up board responsibilities on behalf of the Company in joint ventures and/or subsidiaries. For the financial year 2024, none of the board members have received additional compensation for taking up responsibilities in joint ventures or subsidiaries.
Remuneration to the Board of Directors 2024 (USD)
| Name | Position | Remuneration Board of Directors | Remuneration Audit Committee | ||
|---|---|---|---|---|---|
| Ola Snøve | Chairman of the Board / member Audit Committee | 64,700 | 11,337 | ||
| Kjell Inge Røkke | Deputy member Board of Directors | 0 | |||
| Anne Harris | Board Director/Chairman Audit Committee | 33,328 | 19,547 | ||
| Cilia Holmes Indahl | Board Director | 33,328 | |||
| Kristin Holmgren | Employee elected Board Director | ||||
| Jørn Eivind Tungen (as of October 2024) | Employee elected Board Director | ||||
| Kimberly Mathiesen | Board Director | 33,328 | |||
| Frank Reite | Board Director and Audit Committee | 33,328 | 11,337 | ||
| Total | 198,012 | 42,221 |
3 Executive Management
The Executive Management received an annual remuneration in accordance with the Remuneration Policy, which may consist of the following fixed and variable remuneration components:
- Fixed remuneration (annual fixed base salary)
- Benefits
- Cash bonus (short-term and long-term incentives)
- Other forms of special remuneration provided for in the Remuneration Policy
These remuneration elements create a well-balanced package reflecting (i) individual performance and responsibility of the Executive Management in relation to established goals and targets, both in the short and the long term, and (ii) Aker BioMarine's overall performance.
For 2024, the Executive Management's short-term incentive program is linked to the Company's performance on a pre-defined Adjusted EBITDA target. The composition of the remuneration of each executive is determined with a view to contributing to the Company's ability to attract, motivate, and retain competent key employees, while at the same time ensuring that the Executive Management has an incentive to create added value aligned to the interest of the Company's shareholders through variable remuneration.
The CEO's terms of employment and remuneration are agreed between the CEO and the Board, and likewise the rest of the Executive Management between the individual executive and the CEO. The Executive Management does not receive additional remuneration for directorships (whether executive positions or board memberships) in Aker BioMarine's subsidiaries.
3.1 ANNUAL FIXED SALARY
The annual fixed salary is set to provide a competitive remuneration to attract and retain competent members of the Executive Management, having the required professional and personal competences and enabling Aker BioMarine to obtain its short- and long-term goals.
In 2024, the fixed salary for the Executive Management is in line with the Remuneration Policy.
| 2024 | 1 Fixed remuneration | 2 Variable remuneration | 3 Extraordinary items |
4 Pension expense |
5 Total Remuneration |
6 Proportion of fixed and variable remuneration |
|||
|---|---|---|---|---|---|---|---|---|---|
| Name of Director, position | Base salary | Fees Fringe benefits | One-year variable* |
Multi-year variable |
|||||
| Matts Johansen, CEO | 439 482 | 1 353 | 597 033 | 11 128 | 1048 996 | 43 % | 57 % | ||
| Katrine Klaveness, CFO | 291 563 | 4 961 | 490 941 | 11 457 | 798 922 | 59 % | 61 % | ||
| Hege Spaun, Chief Officer People & Communication | 174 445 | 1 242 | 193 943 | 11 364 | 380 993 | 49 % | 51 % | ||
| Webjørn Barstad, CEO Feed Ingredients (until 31.08.2024) | 182 106 | 670 | 0 | 7 581 | 190 356 | 100% | 0 % | ||
| Simon Seward, CEO Human Health Ingredients | 274 174 | 1 306 | 190 612 | 11 533 | 477 625 | 60% | 40 % | ||
| Trond Atle Smedsrud, CEO Emerging Business | 215 973 | 1 242 | 171 606 | 10 985 | 399 805 | 54 % | 46 % | ||
| Seth French, CEO Lang Pharma Nutrition Inc. | 500 000 | 33 479 | 0 | 13 800 | 547 279 | 100 % | 0 % |
*A significant part includes transaction bonus for the Feed segment sale that is earned, but only paid if the manager stays in the job 12 months after transaction close
3.2 OTHER BENEFITS
Members of the Executive Management have received customary work-related non-monetary employment benefits such as insurance, newspaper, telephone and internet access.
In 2024 the Company invited employees to participate in an employee share purchase program. The program offers employees on active payroll in the Norwegian Group Companies (including members of the executive management team) to purchase ordinary shares in the Company at a reduced offer price. The main purpose of the program is to align the interest between the shareholders and the Aker BioMarine employee and encourage participation in the long-term value creation of Aker BioMarine.
3.3 PENSION SCHEME
Members of the Executive Management are covered by Aker BioMarine's employer administered pension, in line with the Remuneration Policy.
3.4 CASH BONUS
Members of the Executive Management participate in an annual cash bonus based on the Adjusted EBITDA of the financial year of the respective companies in the Group. The bonus is intended to ensure the attainment of Aker BioMarine's short-term objectives following the principles in the Remuneration Policy. Payment is done after the approval of the annual financial statements for the relevant financial year. There are no qualitative measurements for a cash bonus.
The bonus pay-out level is based on the achievement of the Adjusted EBITDA target and is capped at 100/ 50 % of the annual fixed salary for the CEO/ rest of Executive Management, respectively. The annual cash bonus for the CEO of Lang Pharma is linked to the financial performance of Lang Pharma.
In 2024, financial targets were met for Aker BioMarine ASA as a group, resulting in bonus payments for the CEO, CFO and the Chief Officer People & Communication. Lang Pharma and Human Health Ingredients AS did not meet their financial targets for the year and thus no cash bonus was earned. The Emerging Business segment achieved financial targets that triggered a partial cash bonus payment.
3.5 EXTRAORDINARY ITEMS, TERMINATION AND SEVERANCE PAYMENTS
Members of the Executive Management earned two extraordinary bonus payments during 2024. The EMT was awarded a cash bonus tied to the successful transaction of the Feed Ingredients business, as well as a retention bonus connected to the transaction. The retention bonus is considered earned however payment is dependent on the EMT member remaining employed for a period of 12 months after the transaction date.
4 Development in financial performance and remuneration
Comparison of remuneration and AKBM's performance over the past five years
| USD | 2024 | Dev. | 2023 | Dev. | 2022 | Dev. | 2021 | Dev. | 2020 | Dev. | 2019 | Dev. |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Financial performance | ||||||||||||
| Revenue mUSD | 198 900 | -41 % 335 300 | 21 % | 277 182 | 6 % | 262 062 | -9 % | 288 588 | 17 % | 246 170 | 58 % | |
| EBIT margin % | -3,27% | 1,58 % | 8,01 % | -5,21% | 2,42% | 1,12% | ||||||
| Executive management - total remuneration (incl. Salary, bonus, fringe benefits and pension + accrued salary and bonus) |
||||||||||||
| Matts Johansen, CEO | 1 048 996 | 52 % 688 812 | 68 % | 409 761 | -14 % | 477 402 | -24 % | 626 679 | -7 % | 670 850 | -11 % | |
| Katrine Klaveness, CFO (from 01.09.2018) | 798 922 | 112 % 378 292 | 26 % | 301 078 | -12 % | 343 495 | -20 % | 426 925 | 33 % | 321 058 | ||
| Hege Spaun, Chief Officer People & External Affairs (from 01.09.2020) | 380 993 | 72 % 221 240 | 27 % | 174 756 | 3 % | 169 743 | 25 % | 135 402 | ||||
| Tone Lorentzen, EVP Supply Chain (until 31.12.2023) | 324 376 | 26 % | 257 766 | -13 % | 295 584 | -23 % | 384 753 | 21 % | 318 326 | 23 % | ||
| Webjørn Barstad, CEO Feed Ingredients (until 31.08.2024) | 190 356 | -63 % 515 107 | 0 % | 516 519 | -12 % | 588 647 | - | 37 064 | ||||
| Sigve Nordrum, EVP Animal Health & Nutrition (until 31.12.2023) | 304 486 | 23 % | 247 679 | -12 % | 281 010 | -20 % | 349 963 | 24 % | 283 225 | 3 % | ||
| Tim DeHaas, EVP Human Health & Nutrition (from 01.04.2018) | 473 011 | 39 % | 341 025 | 22 % | 278 972 | 6 % | ||||||
| Simon Seward, EVP Human Health & Nutrition (from 01.01.22) | 477 625 | 56 % 306 305 | 10 % | 279 054 | ||||||||
| Shauna McNeil, EVP Innovation (01.03.2019 - 31.01.2023) | 73 948 | -63 % | 201 229 | -5 % | 211 081 | -26 % | 286 196 | 37 % | 209 629 | |||
| Dave Lang, CEO Lang Pharma Nutrition Inc. (from 01.03.2019 until March 22) | 303 633 | 270 % | 82 108 | 21 % | 68 034 | |||||||
| Seth French, CEO Lang Pharma Nutrition Inc. (from 01.09.2021) | 547 279 | -34 % 834 937 | -17 % | 1 009 887 | 191 % | 347 099 | ||||||
| Kristine Hartman, EVP Transformation (until 31.12.20) (1) | 34 825 | 236 853 | -9 % | 261 629 | 5 % | |||||||
| Trond Atle Smedsrud EVP Strategic Investments (2) | 399 805 | 40 % 284 927 | 17 % | 244 460 | -6 % | 259 501 | -33 % | 384 635 | 6 % | 362 656 | 56 % | |
| Average total remuneration of employees (3) | 118 845 | 4 % 114 034 | 3 % | 110 750 | 2 % | 108 146 | 6 % | 101 943 | -2 % | 104 456 | -3 % | |
| Currency rates | 10,7433 | 10,5647 | 9,6245 | 8,5991 | 9,4001 | 8,7803 |
MANAGEMENT REMUNERATION REPORT 2024
| USD | 2024 | Dev. | 2023 | Dev. | 2022 | Dev. | 2021 | Dev. | 2020 | Dev. | 2019 | Dev. |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Board of directors (4) | ||||||||||||
| Ola Snøve | 76 038 | 9 % | 70 045 | -4 % | 72 731 | -11 % | 81 404 | 35 % | 60 276 | 6 % | 56 794 | 25 % |
| Kjell Inge Røkke (5) (until April 23) | 970 | |||||||||||
| Øyvind Eriksen (5) (until April 22) | ||||||||||||
| Anne Harris | 52 875 | 9 % | 48 747 | -1 % | 49 353 | -11 % | 55 238 | |||||
| Cilia Holmes Indahl | 33 328 | 8 % | 30 763 | -1 % | 31 170 | -11 % | 34 887 | |||||
| Kristin Holmgren (employee elected board director) | ||||||||||||
| Jørn Eivind Tungen (employee elected board director as of October 24) | ||||||||||||
| Frank Reite (5) | 44 665 | 9 % | 41 175 | -1 % | 41 560 | -11 % | 46 516 | 16 % | 30 138 | 183 % | 10 638 | |
| Kimberly Mathiesen (from May 2022) | 33 328 | 8 % | 30 763 | 48 % | 20 780 | |||||||
| Currency rates | 10,7433 | 10,5647 | 9,6245 | 8,5991 | 9,4001 | 8,7803 |
1) Annual vacation allowance earned in 2020, dispersed in 2021
2) Higher remuneration in 2019-2020 is due to Expatriate assignment
3) Comparison is made for Aker BioMarine ASA, Human Health Ingredients AS and Understory AS, settled at Full Time Equivalent (FTE) and full year, excluding Executive Management. Total remuneration including base pay, pension, mobile phone, health Life/Disability insurance, bonus.
4) According to policies, there are no remuneration for board members represented by employees and owners. Additional remuneration to audit committee members was introduced in 2021.
5) As per normal practice in Aker for unlisted companies, senior executives are not personally permitted to receive directors' fees from other companies within Aker. Applies to Frank Reite until mid 2019, Kjell Inge Røkke and Øyvind Eriksen years 2019-2020
Payment of annual cash bonus and extraordinary items significantly impacts the development in remuneration for the Executive Management.
In the 5-year period fluctuations in remuneration of employees are largely due to NOK/USD exchange rate.
5 Compliance with the Remuneration Policy
The remuneration of the Board and the Executive Management complies with the guidelines and framework set out in the Remuneration Policy.
6 The Board of Director's Statement on the Report.
The Board of Directors has today considered and adopted the Remuneration Report of Aker BioMarine ASA for the financial year 2024. The report has been prepared in accordance with paragraph 6-16a and 6-16b of the Norwegian Public Limited Liability Companies Act (in Norwegian: 'Allmennaksjeloven').
The Remuneration Report will be presented to the Annual General Meeting 2025 for an advisory note.
Oslo, 28 March 2025 The Board of Directors and CEO of Aker BioMarine
6 Independent Auditor's Statement of the Remuneration Report
To the General Meeting of Aker BioMarine 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 Aker BioMarine ASA report on salary and other remuneration to directors (the remuneration report) for the financial year ended 31 December 2024 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 Management
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. We apply the International Standard on Quality Management (ISQM) 1, Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagements, and accordingly, maintain 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 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, 28 March 2025 PricewaterhouseCoopers AS
Vidar Lorentzen State Authorised Public Accountant
PricewaterhouseCoopers AS, Dronning Eufemias gate 71, Postboks 748 Sentrum, NO-0106 Oslo T: 02316, org. no .: 987 009 713 MVA, www.pwc.no Statsautoriserte revisorer, medlemmer av Den norske Revisorforening og autorisert regnskapsførerselskap