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Arribatec Group ASA
Remuneration Information • Apr 25, 2025
3541_10-k_2025-04-25_53cf6e2e-02c2-4f83-a15d-50bfce81402a.pdf
Remuneration Information
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Remuneration report 2024 ^
| Contents ^ |
Remuneration report | ||||
|---|---|---|---|---|---|
| 1.1. Introduction |
3 | ||||
| 1.1.1. Remuneration of the Board of Directors |
3 | ||||
| 1.1.2. Remuneration of the Group Management team |
3 | ||||
| 1.2. Total Remuneration – Board of Directors |
3 | ||||
| 1.3. Total Remuneration – Group Management team |
6 | ||||
| 1.4. Share based remuneration model |
7 | ||||
| 1.4.1. Long-term incentive plan |
8 | ||||
| Executive Remuneration – Comparison | 9 |
1. Remuneration Report ^
Arribatec's management remuneration approach aims to offer competitive terms to attract and retain the competencies needed. This report is made according to the requirements in section 6-16a and 6-16b of the Norwegian Public Limited Liability Companies Act and Arribatec Executive Remuneration Policy approved by the GM on 29 June 2021. The report describes how the remuneration policy has been applied during 2024. The report was approved by the Board of Directors on 25 April 2025 and is presented for advisory voting for the first time by the annual general meeting on 28 May 2025. Arribatec's Group Management effort to further develop the Group is done in the best interests of customers, employees and shareholders. The Group has a clear ambition that Arribatec's remuneration scheme ensures that the Arribatec Group Management team acts in accordance with the long-term interests of the customers and owners.
1.1. Introduction
Arribatec Group ASA has been through a major structural change during the last years. Following the reverse takeover on 4 September 2020, and the acquisition of ten companies, Arribatec grew significantly in 2021: increased the workforce, doubled the number of offices, broadened the service and product portfolio and grown the customer bases. Consequently, significant changes have been made both in the composition of the board as well as in the Group Management team of the company. The Group Management team of the company was enlarged in 2021. Arribatec has applied the remuneration policy throughout 2024 as approved by the General Meeting.
The remuneration report is presented in NOK as the Group Executive Management is paid in NOK.
1.1.1. Remuneration of the Board of Directors
The Board of Directors has five directors, all are elected by the shareholders. Fees to the Board of Directors are approved by the Annual General Meeting. The Board held 10 meetings in 2024. The Company has had a nomination committee and an Audit Committee. The Audit Committee held 6 meetings in 2024. The members of Arribatec Board of Directors are solely remunerated for their role and contribution to the board and its committees. The fixed fees are independent of the company's results and are reviewed each year and approved by the Annual General Meeting. The fees in the table below represent what has been paid during the years. The fees are to be approved at the Annual General Meeting to be held on 28 May 2025. The board members did not receive any other fees. No agreements exist which entitle the directors to any extraordinary compensation.
1.1.2. Remuneration of the Group Management team
Fixed remuneration for the Group management team members consists of their base salary. The purpose of Arribatec's management remuneration approach is to offer fair and competitive terms to attract and retain qualified leaders. The Group management team do not have a bonus scheme, other than a sales bonus scheme for EVP Business Development. During 2024, a bonus to EVP Business Development was paid and accrued for. No sales bonus was paid in 2023, but an accrual for 2023 was made and paid in 2024. Arribatec provides no other special benefits to the members of Group Management. The Group Management team participates in the company's defined contribution pension scheme, share option program and insurance schemes on standard terms. The Executive Officer (CEO), Geir Johannesen has three months notice period and is entitled to a severance pay for twelve months in case of termination by the company.
1.2. Total Remuneration – Board of Directors
Table 1 presents the yearly fees set in the Annual General Meeting for the Board of Directors and the defined committee members.
Table 1 – Yearly fee
| Chair of the board | 290 000 |
|---|---|
| Member of the board | 240 000 |
| Chair of the Audit Committee | 40 000 |
| Member of the audit committee | 35 000 |
| Chair of nomination committee | 35 000 |
| Member of nominaiton committee | 20 000 |
Table 2 – Remuneration to Board of Directors
| Period | Role in Board / committees | Fees | ||||||
|---|---|---|---|---|---|---|---|---|
| Board of Directors | Audit Committee | Nomination Committee |
Board fees | Audit committee fees |
Nomination Committee fee |
Total | ||
| Håkon Reistad Fure | Dec 2024 | chair | chair | 24 167 | 3 333 | 0 | 27 500 | |
| Martin Nes | Jan-Nov 2024 | chair | chair | 252 083 | 36 667 | 0 | 288 750 | |
| Jan-Dec 2023 | chair | chair | 264 583 | 37 917 | 0 | 302 500 | ||
| Jan-Dec 2022 | chair | chair | 279 168 | 20 417 | 0 | 299 585 | ||
| Jan-Dec 2021 | chair | chair | 266 667 | 0 | 0 | 266 667 | ||
| Feb-Dec 2020 | chair | 0 | 0 | 0 | 0 | |||
| Henrik Christensen | Dec 2024 | ✓ | 20 000 | 0 | 0 | 20 000 | ||
| Øystein S. Spetalen | Jan-Nov 2024 | ✓ | 207 500 | 0 | 0 | 207 500 | ||
| Jan-Dec 2023 | ✓ | 214 583 | 0 | 0 | 214 583 | |||
| Jan-Dec 2022 | ✓ | 216 667 | 0 | 0 | 216 667 | |||
| Jan-Dec 2021 | ✓ | 200 000 | 0 | 0 | 200 000 | |||
| Feb-Dec 2020 | ✓ | 0 | 0 | 0 | 0 | |||
| Kristin Hellebust | Jan-Dec 2024 | ✓ | ✓ | 226 250 | 35 000 | 0 | 261 250 | |
| Jan-Dec 2023 | ✓ | ✓ | 214 583 | 32 917 | 0 | 247 500 | ||
| Jan-Dec 2022 | ✓ | ✓ | 216 667 | 17 500 | 0 | 234 167 | ||
| Jan-Dec 2021 | ✓ | 150 000 | 0 | 0 | 150 000 | |||
| Feb-Dec 2020 | ✓ | 0 | 0 | 0 | 0 |
| Role in Board / committees | Fees | |||||||
|---|---|---|---|---|---|---|---|---|
| Period | Board of Directors | Audit Committee | Nomination Committee |
Board fees | Audit committee fees |
Nomination Committee fee |
Total | |
| Linn Katrine Høie | Jan-Dec 2024 | ✓ | 227 500 | 0 | 0 | 227 500 | ||
| Jan-Dec 2023 | ✓ | 214 583 | 0 | 0 | 214 583 | |||
| May-Dec 2022 | ✓ | 116 667 | 0 | 0 | 116 667 | |||
| Terje Mjøs | Jan-Dec 20241 | ✓ | ✓ | 168 750 | 35 000 | 0 | 203 750 | |
| May-Dec 2023 | ✓ | ✓ | 131 250 | 20 418 | 0 | 151 668 | ||
| Henrik Lie-Nielsen | Jan-May 2023 | ✓ | ✓ | 83 333 | 12 500 | 0 | 95 833 | |
| Jan-Dec 2022 | ✓ | ✓ | 216 667 | 17 500 | 0 | 234 167 | ||
| Jan-Dec 2021 | ✓ | 150 000 | 0 | 0 | 150 000 | |||
| Feb-Dec 2020 | ✓ | 0 | 0 | 0 | 0 | |||
| Yvonne Litsheim Sandvold | Jan-Dec 2022 | ✓ | 100 000 | 0 | 0 | 100 000 | ||
| Jan-Dec 2021 | ✓ | 200 000 | 0 | 0 | 200 000 | |||
| Feb-Dec 2020 | ✓ | 0 | 0 | 0 | 0 | |||
| Espen Lundaas | Jan-May 2023 | ✓ | chair | 0 | 0 | 35 000 | 35 000 | |
| Jan-Dec 2022 | ✓ | chair | 0 | 0 | 20 000 | 20 000 | ||
| Jan-Dec 2021 | ✓ | chair | 0 | 0 | 40 000 | 40 000 | ||
| Feb-Dec 2020 | ✓ | chair | 0 | 0 | 0 | 0 | ||
| Øystein Tvenge | Jan-Dec 20242 | ✓ | 0 | 0 | 50 000 | 50 000 | ||
| Jan-Dec 2023 | ✓ | 0 | 0 | 0 | 0 | |||
| Jan-Dec 2022 | ✓ | 0 | 0 | 0 | 0 | |||
| Jan-Dec 2021 | ✓ | 0 | 0 | 0 | 0 | |||
| SUM | 2024 | 1 126 250 | 110 000 | 85 000 | 1 321 250 | |||
| SUM | 2023 | 1 122 915 | 103 752 | 20 000 | 1 246 667 | |||
| SUM | 2022 | 1 145 836 | 55 417 | 40 000 | 1 241 253 | |||
| SUM | 2021 | 966 667 | 0 | 0 | 966 667 | |||
| SUM | 2020 | 0 | 0 | 0 | 0 |
1 Received NOK 57.5k less than he should in 2024, this is compensated in 2025.
2 Compensation for 2021-2024 paid 2024.
1.3. Total Remuneration – Group Management team
Arribatec's Group Management remuneration schemes are set to align with the company's ambitions, strategic priorities and purpose as defined in the Remuneration Policy. Group Management remuneration consists of the following two elements: Fixed Remuneration and Benefits. Table 3 below details the remuneration for the Group management team in 2024.
Table 3 – Remuneration to Group Management Team
| Fixed Remuneration | ||||||||
|---|---|---|---|---|---|---|---|---|
| Job Title | Period | Base Salary | Other Benefits 1 | Variable pay | Pension cost 2 | Total Remuneration |
Proportion of fixed remuneration |
|
| CEO | Geir Johansen | Jan-Dec 2024 | 4 000 000 | 5 799 | 0 | 104 184 | 4 109 983 | 100% |
| Jan-Dec 2023 | 4 000 000 | 16 951 | 0 | 99 641 | 4 116 592 | 100% | ||
| Jan-Dec 2022 | 2 700 000 | 10 728 | 0 | 89 683 | 2 800 411 | 100% | ||
| Per Ronny Stav | Jan-Dec 2021 | 3 235 366 | 13 356 | 0 | 89 375 | 3 338 097 | 100% | |
| Jan-Dec 2020 | 3 200 000 | 7 866 | 1 583 336 | 26 616 | 4 817 818 | 67% | ||
| COO | Ole Jacob Kjølvik 6 | Jan-Aug 2024 | 1 071 665 | 9 634 | 0 | 69 456 | 1 150 755 | 100% |
| Jan-Dec 2023 | 1 558 500 | 16 807 | 136 869 | 99 641 | 1 811 817 | 92% | ||
| Jan-Dec 2022 | 1 500 000 | 16 262 | 0 | 89 683 | 1 605 945 | 100% | ||
| Jhonny Sharma 3 | Jan-Dec 2021 | 2 439 220 | 10 535 | 0 | 89 375 | 2 539 130 | 100% | |
| Jan-Dec 2020 | 1 800 000 | 4 500 | 0 | 30 848 | 1 835 348 | 100% | ||
| CFO | Bente Brocks | Jan-Dec 2024 | 1 783 822 | 6 485 | 0 | 104 184 | 1 894 490 | 100% |
| Jan-Dec 2023 | 1 761 779 | 13 896 | 0 | 99 641 | 1 875 315 | 100% | ||
| Jan-Dec 2022 | 1 679 736 | 11 250 | 0 | 89 683 | 1 780 669 | 100% | ||
| Geir Johansen 4 | Mar-Dec 2021 | 2 243 060 | 8 613 | 0 | 89 375 | 2 341 048 | 100% | |
| CPOO | Solfrid Buø | Jan-Dec 2024 | 1 500 000 | 5 799 | 0 | 104 184 | 1 609 983 | 100% |
| Jan-Dec 2023 | 1 500 000 | 23 947 | 0 | 99 641 | 1 623 588 | 100% | ||
| Nov-Dec 2022 | 217 308 | 2 667 | 0 | 15 212 | 235 186 | 100% | ||
| Grete Thomassen | Jan-Apr 2022 | 400 000 | 3 796 | 0 | 28 000 | 431 796 | 100% | |
| May-Dec 2021 | 846 147 | 12 242 | 0 | 84 000 | 942 389 | 100% | ||
| Else Thoresen | Jan-Mar 2021 | 437 805 | 2 862 | 0 | 22 300 | 462 967 | 100% |
| Fixed Remuneration | ||||||||
|---|---|---|---|---|---|---|---|---|
| Job Title | Period | Base Salary | Other Benefits 1 | Variable pay | Pension cost 2 | Total Remuneration |
Proportion of fixed remuneration |
|
| Strategic Director | Ole Jacob Kjølvik | Dec 2021 | 125 000 |
949 | 0 | 0 | 125 949 |
100% |
| Group EVP Bus Dev / CCO | Pål Stueflotten | Jan-Dec 2024 | 1 200 000 | 49 431 | 433 435 | 104 184 | 1 787 049 | 76% |
| Jan-Dec 2023 | 1 457 500 | 84 324 | 512 560 | 99 641 | 2 154 024 | 76% | ||
| May-Dec 2022 | 800 000 | 74 325 | 0 | 56 000 | 930 325 | 100% | ||
| Espen Karlsrud | Jan-Apr2022 | 500 000 | 3 796 | 0 | 35 000 | 538 796 | 100% | |
| Oct-Dec 2021 | 300 000 | 2 847 | 0 | 0 | 302 847 | 100% | ||
| CTO | Erik Sundet 5 | Jan-Dec 2024 | 1 251 742 | 24 399 | 0 | 87 622 | 1 363 763 | 100% |
| Jan-Dec 2023 | 1 230 909 | 55 979 | 0 | 86 164 | 1 373 052 | 100% | ||
| Jan-Dec 2022 | 992 807 | 21 467 | 48 300 | 69 496 | 1 132 070 | 96% | ||
| Total | 2024 | 10 807 229 | 101 547 | 433 435 | 573 812 | 11 916 023 | 96% | |
| Total | 2023 | 11 508 687 |
211 905 |
649 429 |
584 368 |
12 954 389 |
95% | |
| Total | 2022 | 8 789 850 |
144 292 |
48 300 |
472 757 |
9 455 199 |
99% | |
| Total | 2021 | 9 626 598 |
51 404 |
0 | 374 425 |
10 052 427 |
100% | |
| Total | 2020 | 5 000 000 |
12 366 |
1 583 336 |
57 464 |
6 653 166 |
76% |
1 Other benefits include phone and broadband allowances, travel allowances and insurances in the standard employee benefit scheme.
2 Pension benefits include the standard employee pension scheme and a disability pension scheme.
3 Salary in 2021 includes a 150.000 NOK board fee for an Arribatec company.
4 Geir Johansen was appointed as CEO in January 2022 (former CFO from March – December 2021), he earlier served on the board of Arribatec Solutions. As board member Geir Johansen received no compensation.
5 Erik Sundet works 50% as Chief Technical Officer (CTO) and is member of the Group Management team. The salary stated is equivalent to 100% of his salary in 2023 and 2024.
6 Ole Jacob Kjølvik held the position as COO until August 2024, then became EVP for BA EA&BPM for the last months. The salary included in this report is for the COO part.
1.4. Share based remuneration model
During 2023, a long-term incentive plan in the form of a share-based remuneration program was launched within Arribatec. 1/3 of the programme has been vested during 2024, but no shares acquired through the programme. The shares currently held by certain members of management were acquired at market conditions.
1.4.1. Long-term incentive plan
Granted and unvested share options in the reporting period.
| Plan | Award date | Vesting period | Strike price (NOK) |
Awarded and unvested at period start |
Granted | Vested in period | Awarded and unvested at period end |
|
|---|---|---|---|---|---|---|---|---|
| LTI 2023 | 01.11.2023 | 01.11.2024-01.11.2028 | 5.00 | 66 667 |
0 | 66 667 |
0 | |
| Geir Johansen, CEO | LTI 2023 | 01.11.2023 | 01.11.2025-01.11.2028 | 5.25 | 66 667 |
0 | 0 | 66 667 |
| LTI 2023 | 01.11.2023 | 01.11.2026-01.11.2028 | 5.50 | 66 667 |
0 | 0 | 66 667 |
|
| LTI 2023 | 01.11.2023 | 01.11.2024-01.11.2028 | 5.00 | 50 000 |
0 | 50 000 |
0 | |
| Ole Jakob Kjølvik, COO | LTI 2023 | 01.11.2023 | 01.11.2025-01.11.2028 | 5.25 | 50 000 |
0 | 0 | 50 000 |
| LTI 2023 | 01.11.2023 | 01.11.2026-01.11.2028 | 5.50 | 50 000 |
0 | 0 | 50 000 |
|
| LTI 2023 | 01.11.2023 | 01.11.2024-01.11.2028 | 5.00 | 60 000 |
0 | 60 000 |
0 | |
| Bente Brocks, CFO (interim) | LTI 2023 | 01.11.2023 | 01.11.2025-01.11.2028 | 5.25 | 60 000 |
0 | 0 | 60 000 |
| LTI 2023 | 01.11.2023 | 01.11.2026-01.11.2028 | 5.50 | 60 000 |
0 | 0 | 60 000 |
|
| LTI 2023 | 01.11.2023 | 01.11.2024-01.11.2028 | 5.00 | 50 000 |
0 | 50 000 |
0 | |
| Erik Sundet, CTO | LTI 2023 | 01.11.2023 | 01.11.2025-01.11.2028 | 5.25 | 50 000 |
0 | 0 | 50 000 |
| LTI 2023 | 01.11.2023 | 01.11.2026-01.11.2028 | 5.50 | 50 000 |
0 | 0 | 50 000 |
|
| LTI 2023 | 01.11.2023 | 01.11.2024-01.11.2028 | 5.00 | 50 000 |
0 | 50 000 |
0 | |
| Pål Stueflotten, CCO | LTI 2023 | 01.11.2023 | 01.11.2025-01.11.2028 | 5.25 | 50 000 |
0 | 0 | 50 000 |
| LTI 2023 | 01.11.2023 | 01.11.2026-01.11.2028 | 5.50 | 50 000 |
0 | 0 | 50 000 |
|
| LTI 2023 | 01.11.2023 | 01.11.2024-01.11.2028 | 5.00 | 50 000 |
0 | 50 000 |
0 | |
| Solfrid Buø, CPOO | LTI 2023 | 01.11.2023 | 01.11.2025-01.11.2028 | 5.25 | 50 000 |
0 | 0 | 50 000 |
| LTI 2023 | 01.11.2023 | 01.11.2026-01.11.2028 | 5.50 | 50 000 |
0 | 0 | 50 000 |
Fair value per instrument at end of period was 1.97 (weighted average parameters at grant of instrument).
As stated in IFRS 2, Appendix B, the Black-Scholes-Merton Option Pricing Model may be used to estimate the fair value of the employee share options and is therefore used to estimate the fair value of Arribatec's employee share options granted in 2023.
2. Executive Remuneration – Comparison ^
Arribatec ASA has been through a major structural change during the last years. The company was founded in 2015, and since the reverse take-over in 2020 the company has been listed at the Oslo Exchange. Implying that the company has grown from a one-founder company to a listed company in six years.
All Group Management positions were created in 2021. The table below gives information about the development of remuneration to these executives in their role during the last five years, as well as concerning the financial performance of the company and the development of the average salary in the Group.
Table 4 – Change in remuneration from previous years
| 2018 2 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | |
|---|---|---|---|---|---|---|---|
| Remuneration | |||||||
| CEO - Geir Johansen | 0% | 0% | 0% | n/a | 5% | 47% | 0% |
| CEO - Per Ronny Stav 3 | 307% | 14% | 39% | (31%) | n/a | n/a | n/a |
| COO - Ole Jakob Kjølvik | 0 | 0 | 0 | n/a | 6% | 13% | (5%) |
| COO - Jhonny Sharma | 0 | 0 | 0 | 38% | n/a | n/a | n/a |
| CFO - Bente Brocks | n/a | n/a | 5% | 1% | |||
| CTO - Erik Sundet | n/a | n/a | 21% | (1%) | |||
| CCO - Pål Stueflotten | n/a | n/a | n/a | (17%) | |||
| CPOO - Solfrid Buø | n/a | n/a | n/a | (1%) | |||
| Key figures in NOK thousand | |||||||
| Turnover | 74 416 |
113 660 |
154 024 |
413 938 |
504 968 |
572 981 |
574 733 |
| Result after tax | 3 051 |
3 189 |
(55 620) |
(48 858) |
(83 393) |
(23 053) |
(82 713) |
| Employees | |||||||
| Average FTE, weighted | 49 | 82 | 121 | 331 | 364 | 332 | 327 |
| Change in average salary | 0 | (8%) | (16%) 4 | (3%) 5 | 11% 6 | 16% 6 | 6% |
1 Due to the size and growth of the company, it is not relevant to present figures before 2018.
2 Figures are derived from the non-IFRS consolidated accounts of Group Arribatec AS.
3 Former CEO has been the founder and main shareholder of the company before the reverse takeover in 2020.
4 The decrease is partly due to the fact that Innit was acquired. Innits employees had a lower average base salary than the average salary for other employee groups, due to the nature of the business.
5 The decrease is partly due to the international acquisitions with 77 employees, who had a lower average base salary than the average salary. 6 The increase is due to restructuring/decrease of FTEs in low cost countries and hire of senior consultants in high cost countries.
10 Executive Remuneration – Comparison
Oslo, 25 April 2025
Håkon Reistad Fure
Chairman of the Board
Arribatec is a global supplier of digital business solutions that help our customers achieve competitive advantage through innovative use of IT.
+47 4000 3355 [email protected]
Arribatec Group ASA Lørenfaret 1D N-0585 Oslo