AI assistant
DNO ASA Remuneration Information 2026
3580_10-k_2026-03-12_52d15919-29e6-4589-8b98-2bd914483632.pdf
Remuneration Information
Open in viewerOpens in your device viewer
Remuneration Report
DNO ASA
2025 REMUNERATION REPORT
1. Introduction
This Remuneration Report (the Report) provides an overview of remuneration of leading personnel in DNO ASA¹ for the financial year 2025, namely the Board of Directors (Board) and senior management. The definition of leading personnel is based on the Company's Remuneration Guidelines, as approved by the shareholders at the 2023 Annual General Meeting held on 25 May 2023, and published on the Company's website.
The main purpose of the Company's Remuneration Guidelines is to contribute to the implementation of the Company's overall business strategy in order to achieve the Company's long-term objectives and maximize value creation for the Company and its shareholders by attracting, retaining and motivating highly qualified employees.
This Report complies with the requirements under sections 6-16a and 6-16b of the Norwegian Public Limited Liability Companies Act.
The Report is available on the Company's website for ten years from the time of publication.
2. Overview of financial year 2025
In March, DNO announced the transformational acquisition of Sval Energi Group AS (Sval Energi) in Norway. Following closing of the acquisition, DNO's North Sea production quadrupled to a level above 80,000 barrels of oil equivalent per day (boepd). Boosted by the acquisition, DNO reported a year-on-year doubling of revenues to USD 1,474 million in 2025. Cash from operations also more than doubled to USD 929 million, while operating profit increased to USD 513 million. Net profit stood at negative USD 25 million after deducting income tax and net financial expenses. A major milestone was reached in late 2025 with 500 million barrels produced from the Tawke license in the Kurdistan region of Iraq (Kurdistan).
Net production in 2025 rose 43 percent year-on-year to 110,700 boepd, the highest in the Company's 54-year history, split between the North Sea (54,800 boepd), Kurdistan (52,600 boepd) and West Africa (3,300 boepd). The figures picked up in the fourth quarter with net production of 88,300 boepd in the North Sea and 58,000 boepd in Kurdistan.
After a 30-month investment hiatus in Kurdistan, which was triggered by the closure of the export pipeline to the Mediterranean Sea, DNO restarted drilling in December 2025 with a two-rig, eight-well program on the Tawke license to increase production and add to existing reserves. A third rig was signed up in January 2026 to drill additional wells in the flagship license, solidifying DNO's position as by far the most active international operator in the region.
In the North Sea, the Company is on a fast-track trajectory to grow its enlarged portfolio. With the recent startup of Andvare and Verdande, DNO at yearend 2025 held stakes in 30 producing North Sea fields, four ongoing field developments and another four scheduled for approval in 2026, as well as a dozen other discoveries across some 130 licenses. In January 2026, DNO was awarded participating interests in 17 exploration licenses, of which four are operated, under Norway's Awards in Predefined Areas (APA) 2025 licensing round. The Company remains among the most active explorers in Norway.
During 2025, DNO issued new debt to finance the USD 1.6 billion Sval Energi acquisition and refinance existing debt. The Group raised a total of USD 1 billion in new senior unsecured bonds (DNO06) and hybrid bonds (DNO07), while redeeming USD 350 million of bonds (DNO04) maturing in 2026, and thereby strengthening the capital structure and extending the debt maturity profile. In addition, during the second half of 2025, DNO entered into offtake agreements and related financing facilities of up to USD 910 million, linked to its North Sea oil and gas production and repaid more than USD 600 million of higher-priced reserve-based lending facilities.
Continuing to prioritize its shareholders, DNO paid USD 130 million in dividends in 2025, up from USD 103 million in 2024. The Company exited the landmark year with a balance sheet that had doubled in size to USD 6 billion. Net debt stood at USD 886 million. With the addition of high-margin assets in the North Sea, DNO now has more stable cash generation and a significant line of credit available from offtake agreements. As the Company said at the time of the acquisition: Sval Energi's portfolio fits like a glove on DNO's hand. The Company is ready to move quickly when attractive acquisition opportunities appear.
¹ DNO ASA and the companies which it directly or indirectly owns are separate and distinct entities. However, in this report, the terms "DNO", "Company" and "Group" may be used for convenience where reference is made to those companies. Likewise, the words "we", "us", "our" and "ourselves" may be used with respect to the companies of the DNO Group.
Remuneration Report
3. Remuneration of the Board of Directors
The members of the Board receive remuneration as Board directors and as members of Board committees. The Annual General Meeting (AGM) approves the remuneration of the Board and the Board committees based on proposals presented by the Nomination Committee.
The remuneration of the Board for financial year 2025 was based on the Remuneration Guidelines and the resolutions adopted by the AGM in this respect.
Board remuneration in 2025 and 2024:
Table 1a below provides the total remuneration of each Board director, including remuneration related to work undertaken in various Board committees.
| Remuneration to the Board of Directors (USD thousand) | Fixed remuneration | Variable remuneration | Total | Proportion variable remuneration | ||
|---|---|---|---|---|---|---|
| Name | Year | Fixed board remuneration | Remuneration for committee work | Synthetic shares (1) | ||
| Bijan Mossavar-Rahmani, Executive Chairman | 2025 | 1,359 | 13 | 965 | 2,336 | 41% |
| 2024 | 1,270 | 12 | - | 1,282 | 0% | |
| Gunnar Hirsti, Deputy Chairman | 2025 | 85 | 17 | 59 | 161 | 36% |
| 2024 | 77 | 16 | - | 93 | 0% | |
| Elin Karfjell, Director | 2025 | 71 | 9 | 49 | 129 | 38% |
| 2024 | 64 | 8 | - | 72 | 0% | |
| Anita Marie Hjerkinn Aarnæs, Director | 2025 | 71 | 9 | 49 | 129 | 38% |
| 2024 | 64 | 8 | - | 72 | 0% | |
| Najmedin Meshkati, Director | 2025 | 71 | 9 | 54 | 133 | 41% |
| 2024 | 64 | 8 | - | 72 | 0% | |
| Grethe Kristin Moen, Director (2) | 2025 | 42 | 3 | - | 45 | 0% |
| 2024 | - | - | - | - | 0% | |
| Ferris J. Hussein, Director (2) | 2025 | 42 | 4 | - | 47 | 0% |
| 2024 | - | - | - | - | 0% | |
| Other (3) | 2025 | - | 4 | - | 4 | 0% |
| 2024 | - | 8 | - | 8 | 0% | |
| Total | 2025 | 1,742 | 68 | 1,175 | 2,984 | 39% |
| 2024 | 1,540 | 58 | - | 1,598 | 0% |
(1) Synthetic shares in the table above represent awards that were granted in 2023 and 2024 and settled during the financial year.
(2) Board members since June 2025. Grethe Kristin Moen is also a member of the Audit and Risk Committee, and Ferris J. Hussein is a member of the Finance and Investment Committee.
(3) In 2024, a fee of USD 3,893 was paid to Kåre Tjønneland and Ferris J. Hussein for their service on the Nomination Committee. Kåre Tjønneland continued his service in 2025 and received a fee of USD 4,297.
Remuneration Report
Comparative information on the change of remuneration:
Table 1b below provides comparative information on the change of remuneration for each Board director over the past five years.
| Increase/decrease in total remuneration received from previous year (USD thousand and percentage) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Name | 2021 | 2022 | 2023 | 2024 | 2025 | ||||
| Δ | Δ% | Δ | Δ% | Δ | Δ% | Δ | Δ% | Δ | |
| Bijan Mossavar-Rahmani, Executive Chairman | 72 | 9% | 87 | 10% | 407 | 44% | -45 | -3% | 1,054 |
| Gunnar Hirsti, Deputy Chairman | 6 | 10% | 7 | 10% | 23 | 32% | -3 | -3% | 68 |
| Elin Karfjell, Director | 5 | 9% | - | - | 16 | 27% | -3 | -4% | 57 |
| Anita Marie Hjerkinn Aarnæs, Director | - | - | 35 | - | 37 | 96% | -3 | -4% | 57 |
| Najmedin Meshkati, Director | - | - | - | - | 40 | - | 32 | 44% | 61 |
| Grethe Kristin Moen, Director | - | - | - | - | - | - | - | - | 45 |
| Ferris J. Hussein, Director | - | - | - | - | - | - | - | - | 47 |
General note: Remuneration to the Executive Chairman is nominated in USD, while the remuneration to the other Board directors is nominated in NOK and has been converted to USD using the average exchange rate for the year (2025 average: 10.39).
Remuneration Report
Synthetic shares to Board of Directors:
Table 1c below provides information on synthetic share awards and number of synthetic shares held as of 31 December 2025 by members of the Board. Synthetic shares carry the right to receive dividends equivalents which are converted into additional synthetic shares based on the share price on the dividend payment date.
| Synthetic shares | |||||||
|---|---|---|---|---|---|---|---|
| Name | Movement | 2022 | 2023 | 2024 | 2025 | Outstanding as of 31 December 2025 | |
| Restricted | Unrestricted | ||||||
| Bijan Mossavar-Rahmani, Executive Chairman | Awarded | - | 347,156 | 402,824 | 377,468 | 332,328 | - |
| Settled | - | - | - | 795,120 | |||
| Gunnar Hirsti, Deputy Chairman | Awarded | - | 20,693 | 24,837 | 24,815 | 22,064 | - |
| Settled | - | - | - | 48,281 | |||
| Elin Karfjell, Director | Awarded | - | 17,262 | 20,715 | 20,248 | 17,953 | - |
| Settled | - | - | - | 40,272 | |||
| Anita Marie Hjerkinn Aarnæs, Director | Awarded | - | 17,262 | 20,715 | 20,248 | 17,953 | - |
| Settled | - | - | - | 40,272 | |||
| Najmedin Meshkati, Director | Awarded | - | 20,693 | 21,083 | 20,423 | 17,953 | - |
| Settled | - | - | - | 44,246 | |||
| Grethe Kristin Moen Director | Awarded | - | - | - | 18,414 | 18,414 | - |
| Settled | - | - | - | - | |||
| Ferris J. Hussein Director | Awarded | - | - | - | 18,414 | 18,414 | - |
| Settled | - | - | - | - | |||
| Total | Awarded | - | 423,066 | 490,174 | 500,030 | 445,079 | - |
| Settled | - | - | - | 968,191 | |||
| Award dates | Not appl. | 25-05-2023 | 06-06-2024 | 05-06-2025 |
Remuneration Report
4. Remuneration of senior management
The remuneration of senior management consists of fixed cash salary, variable cash remuneration, participation in the synthetic share scheme, pension benefits and other benefits and programs.
The remuneration of the Company's senior management, including the Managing Director, for financial year 2025 was based on the Remuneration Guidelines.
Remuneration of senior management in 2025 and 2024:
Table 2a below provides an overview of the total remuneration for each member of senior management, broken down by its various components.
| Remuneration to Senior Management (USD thousand) | Fixed remuneration | Variable remuneration | Total | Proportion variable remuneration | ||||
|---|---|---|---|---|---|---|---|---|
| Name | Year | Base Salary | Other benefits | Pension expense | Variable bonus | Synthetic shares | ||
| Chris Spencer, Managing Director | 2025 | 696 | 86 | 21 | 160 | 1,299 | 2,262 | 64% |
| 2024 | 649 | 81 | 20 | 122 | 49 | 922 | 19% | |
| Erlend Wollan Einum, Chief Business Development Officer | 2025 | 454 | 47 | 21 | 171 | - | 693 | 25% |
| 2024 | 339 | 33 | 18 | - | - | 390 | - | |
| Halvor Engebretsen, Managing Director DNO Norge AS (1) | 2025 | 316 | 29 | 12 | - | - | 357 | - |
| 2024 | - | - | - | - | - | - | - | |
| Tonje Pareli Gormley, Group General Counsel | 2025 | 462 | 51 | 21 | 106 | 506 | 1,147 | 53% |
| 2024 | 435 | 45 | 20 | 81 | 29 | 610 | 18% | |
| Sameh Hanna, General Manager Middle East | 2025 | 533 | 196 | - | 98 | 437 | 1,265 | 42% |
| 2024 | 523 | 185 | - | 83 | 215 | 1,006 | 30% | |
| Linn Hoel, Chief Commercial Officer | 2025 | 448 | 46 | 21 | 79 | - | 595 | 13% |
| 2024 | 363 | 36 | 19 | - | - | 418 | - | |
| Birgitte Wendelbo Johansen, Chief Financial Officer (1) | 2025 | 106 | 9 | 5 | - | - | 120 | - |
| 2024 | - | - | - | - | - | - | - | |
| Geir Arne Skau, Chief Human Resources and Corporate Services Officer | 2025 | 450 | 42 | 21 | 53 | 514 | 1,081 | 52% |
| 2024 | 435 | 44 | 20 | 65 | 27 | 591 | 16% | |
| Erling Moen Synnes, Chief Information Officer | 2025 | 291 | 25 | 21 | 67 | 175 | 579 | 42% |
| 2024 | 270 | 23 | 20 | 55 | - | 368 | 15% | |
| Other (2) | 2025 | 648 | 66 | 33 | 86 | 663 | 1,496 | 50% |
| 2024 | 1,226 | 118 | 79 | 183 | 37 | 1,642 | 13% | |
| Total | 2025 | 4,404 | 598 | 178 | 819 | 3,595 | 9,595 | 46% |
| 2024 | 4,238 | 566 | 194 | 590 | 358 | 5,946 | 16% |
Synthetic shares in the table above reflect synthetic shares that settled during the financial year. Other benefits include the portion of the agreed pension contribution which exceeds the maximum legally allowable pension contribution.
(1) Upon completion of the acquisition of Sval Energi in June, the Company announced that Halvor Engebretsen would lead the enlarged North Sea business. Birgitte Wendelbo Johansen was appointed as CFO from November 2025 as part of a planned managerial transition.
(2) Includes remuneration to Haakon Sandborg (CFO until October 2025) of USD 1.05 million and to Elisabeth Femsteinevik of USD 0.45 million, who served as General Manager North Sea until the acquisition of Sval Energi in June 2025, after which she transferred to another managerial role in the business unit. An additional severance payment of USD 0.85 million was made to Haakon Sandborg in January 2026, which included settlement of synthetic shares.
See Note 4 in the consolidated accounts for further information on remuneration to senior management.
Remuneration Report
Comparative information on changes in remuneration of senior management, all non-management employees and Company performance:
Table 2b below compares changes in remuneration for current and former senior management over the past five years with changes in pay for non-management employees and selected Company performance measures.
| Increase/decrease in total remuneration received from previous year (USD thousand and percentage) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Name | 2021 | 2022 | 2023 | 2024 | 2025 | ||||
| Δ | Δ% | Δ | Δ% | Δ | Δ% | Δ | Δ% | Δ | |
| Chris Spencer, Managing Director | 50 | 7% | 156 | 21% | 264 | 29% | -245 | -21% | 1,340 |
| Erlend Wollan Einum, Chief Business Development Officer | - | - | - | - | - | - | 390 | - | 302 |
| Halvor Engebretsen, Managing Director DNO Norge AS | - | - | - | - | - | - | - | - | 357 |
| Tonje Pareli Gormley, General Counsel - Middle East | - | - | - | - | - | - | 610 | - | 537 |
| Sameh Hanna, General Manager Middle East | - | - | - | - | 446 | - | 299 | 42% | 259 |
| Linn Hoel, Chief Commercial Officer | - | - | - | - | - | - | 418 | - | 176 |
| Birgitte Wendelbo Johansen, Chief Financial Officer | - | - | - | - | - | - | - | - | 120 |
| Geir Arne Skau, Chief Human Resources and Corporate Services Officer | 25 | 6% | 142 | 33% | 250 | 44% | -230 | -28% | 490 |
| Erling Moen Synnes, Chief Information Officer | - | - | - | - | - | - | 368 | - | 211 |
| Other (1) | 242 | 7% | 969 | 38% | 1,264 | 71% | -3,872 | -100% | 502 |
| Average remuneration on a full-time equivalent basis of employees (USD thousand and percentage): | |||||||||
| Employees of DNO ASA (excl. senior management) (2) | Δ | Δ% | Δ | Δ% | Δ | Δ% | Δ | Δ% | Δ |
| 106 | 62% | 45 | 16% | -58 | -18% | 13 | 5% | 65 | |
| Company performance: | |||||||||
| Δ | Δ% | Δ | Δ% | Δ | Δ% | Δ | Δ% | Δ | |
| Total revenues (USD million) | 389 | 63% | 373 | 37% | -710 | -52% | -1 | 0% | 807 |
| EBITDA (USD million) | 284 | 88% | 413 | 68% | -636 | -62% | -51 | -13% | 510 |
| Net production (kboepd) | -6 | -6% | 3 | 3% | -45 | -46% | 25 | 47% | 33 |
The remuneration for all senior management members is denominated in NOK, except for Sameh Hanna, whose remuneration was in USD. Amounts in NOK have been converted to USD using the annual average exchange rate for the respective year (2025 average: 10.39).
Comments on increases or decreases in total remuneration prior to the reporting year are provided in the 2024 Remuneration Report. Changes in remuneration compared with the previous year are shown in Table 2a above.
(1) The amount shown as Other includes former members of the senior management who have been part of the senior management or equivalent group of leading personnel during the relevant year but are not a part of the senior management at the date of issuing this report. See table 2a above.
(2) The calculation of the average remuneration on a full-time equivalent (FTE) basis for employees (excluding senior management) is derived from Note 3 of the DNO ASA parent company accounts. It is calculated by taking the total reported payroll from Note 3, excluding senior management remuneration, and dividing it by the total FTE count, also excluding senior management.
Remuneration Report
Synthetic shares to senior management:
Table 2c below provides information on synthetic share awards and number of synthetic shares held as of 31 December 2025 for members of senior management. This includes dividend shares.
| Synthetic shares | ||||||||
|---|---|---|---|---|---|---|---|---|
| Name | Movement | 2021 | 2022 | 2023 | 2024 | 2025 | Outstanding as of 31 December 2025 | |
| Restricted | Unrestricted | |||||||
| Chris Spencer | Awarded | - | 1,095,215 | 551,634 | 308,129 | 220,264 | 911,535 | 188,343 |
| Managing Director | Settled | - | 232,862 | 441,969 | 29,336 | 1,146,353 | ||
| Erlend Wollan Einum | Awarded | - | - | - | 271,759 | 76,757 | 348,516 | - |
| Chief Business Development Officer | Settled | - | - | - | - | - | ||
| Halvor Engebretsen | Awarded | - | - | - | - | 224,341 | 224,341 | - |
| Managing Director DNO Norge AS | Settled | - | - | - | - | - | ||
| Tonje Pareli Gormley | Awarded | - | - | - | 168,391 | 123,768 | 507,220 | - |
| Group General Counsel | Settled | - | - | - | 32,684 | 427,450 | ||
| Sameh Hanna | Awarded | - | - | 254,707 | 132,055 | 103,992 | 500,046 | 312,703 |
| General Manager Middle East | Settled | - | - | - | - | - | ||
| Linn Hoel | Awarded | - | - | - | 226,558 | 77,387 | 303,945 | - |
| Chief Commercial Officer | Settled | - | - | - | - | - | ||
| Birgitte Wendelbo Johansen | Awarded | - | - | - | - | 184,295 | 184,295 | - |
| Chief Financial Officer | Settled | - | - | - | - | - | ||
| Geir Arne Skau | Awarded | - | 768,600 | 162,977 | 148,846 | 81,646 | 444,150 | - |
| Chief Human Resources and Corporate Services Officer | Settled | - | 60,601 | 251,714 | 15,202 | 449,999 | ||
| Erling Moen Synnes | Awarded | - | - | - | 56,167 | 39,424 | 162,143 | - |
| Chief Information Officer | Settled | - | - | - | - | 147,094 | ||
| Total | Awarded | - | 1,863,815 | 969,318 | 1,311,905 | 1,131,874 | 3,586,191 | 501,046 |
| Settled | - | 293,463 | 693,683 | 77,222 | 2,170,896 | |||
| Award dates | Not appl. | 27-05-2022 | ||||||
| 09-03-2022 | 16-10-2023 | |||||||
| 10-10-2023 | ||||||||
| 10-03-2023 | 01-03-2024 | 06-10-2025 | ||||||
| 13-06-2025 | ||||||||
| 28-03-2025 |
5. Use of the right to reclaim remuneration
The Company may demand return of part or all of fixed and variable cash remuneration following termination of employment, typically in the event of erroneous payments, fraud or other breaches of contractual obligations. No remuneration has been reclaimed in 2025.
Auditor's report
Auditor's assurance report 2025
State autoriserte revisorer
Ernst & Young AS
Stortonvet 7, 0155 Oslo
Postboks 1156 Sentrum, 0107 Oslo
Foretaksregisteret: NO 976 389 387 MVA
Tlf: +47 24 00 24 00
www.ey.no
Medlemmer av Den norske Revisorforening
To the General Meeting in DNO ASA
INDEPENDENT AUDITOR'S ASSURANCE REPORT ON REMUNERATION REPORT
Opinion
We have performed an assurance engagement to obtain reasonable assurance that DNO ASA's report on salary and other remuneration to directors (the remuneration report) for the financial year ended 31 December 2025 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 in accordance with the requirements of the relevant laws and regulations in Norway and the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements. The firm applies International Standard on Quality Management, 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 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.
A member firm of Ernst & Young Global Limited
Auditor's report
Auditor's assurance report 2025
Shape the future
with confidence
Oslo, 11 March 2026
ERNST & YOUNG AS
The auditor's assurance report is signed electronically
Jon-Michael Grefsrød
State Authorised Public Accountant (Norway)
Independent auditor's assurance report on remuneration report - DNO ASA 2025
A member firm of Ernst & Young Global Limited