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FOM Technologies A/S — Remuneration Information 2026
Mar 26, 2026
6179_rns_2026-03-26_e47abdd3-3c11-4319-a19e-94de3a61d485.pdf
Remuneration Information
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FOM
TECHNOLOGIES
REMUNERATION REPORT 2025
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FOM
TECHNOLOGIES
1. Introduction
This remuneration report ("Remuneration Report") provides an overview of the total remuneration that the member of the Executive Board ("Executive Board") and each member of the Board of Directors ("Board of Directors") of FOM Technologies A/S, CVR no. 34715726, (the "Company") has received during the financial year 2025. There will be a comparison to the previous financial year (2024) for remuneration of the Board of Directors approved at the AGM in 2024. Going forward the Company will extend the comparison year after year in relation to remuneration of the Executive Board and the Board of Directors to a total of the last three financial years for comparison. The Executive Board and the Board of Directors will include members, who were registered with the Danish Business Authority during the relevant year. If an individual has joined or left during the year, the proportional remuneration of the year will be listed.
The remuneration of the Executive Board and the Board of Directors allocated during the financial year 2025 has been in accordance with the Company's remuneration policy, approved at the annual general meeting on 7 April 2025, and is available on the Company's website www.fomtechnologies.com under "Remuneration Policy".
The overall purpose of the remuneration is to attract, motivate and retain qualified members of the Executive Board and the Board of Directors and to align the interests of the Executive Board and the Board of Directors with the interests of the Company and the Company's shareholders. In this regard, the remuneration should contribute to promoting the business strategy, long-term interests, sustainability and value creation of the Company by supporting the Company's short-term and long-term goals.
The information contained in the Remuneration Report is derived from the audited annual report of the Company for the financial year 2025, which is available on the Company's website: www.fomtechnologies.com
All amounts are stated in DKK, gross.
Copenhagen 26 March 2026.
Board of Directors:
Andreas Nielsen
Chairman
Karina Rothoff Brix
Board member
Birthe Tofting
Board member
Birger Sørensen
Board member
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FOM
TECHNOLOGIES
2. Financial highlights for the year
Due to lower order intake and a slower market in 2025 (due to among other things the general geopolitical situation) compared to the previous year, the company experienced a negative growth compared to the growth rates of the financial years (2020–2023). As a result, the company adjusted in April 2025, its financial guidance for total income and EBITDA for 2025.
During 2025, the company have trimmed cost base and raised additional capital. With lower topline the company's EBITDA and earnings, have equally been negatively affected.
For the financial year 2025, the Company publishes the following figures:
Total income: tDKK 41.610
EBITDA: tDKK -24.968
FTEs at year-end: 34
3. Remuneration | Board of Directors
Members of the Board of Directors receive a fixed annual cash remuneration, which is approved by the general meeting. The annual cash remuneration shall be in line with market practice for comparable listed companies, taking into account the required skills, effort and scope of work of the Board of Directors. During the AGM in April 2025 annual cash remuneration for the chairman of the Board of Directors was set at DKK 130,000 and the ordinary members of the Board of Directors received a fixed cash remuneration of DKK 65,000 for 2025. Due to the company's weak performance in 2025, it was decided that the Executive Board and the Board of Directors should decrease remuneration with 20% during a capital raising process, as one initiatives among other cost cutting initiatives.
The following remuneration has been paid to the Board of Directors for the financial year 2025, subject to what was approved at the annual general meeting on 7th of April 2025:
| FINANCIAL YEAR 2025 | ||||||
|---|---|---|---|---|---|---|
| Board of Directors | Name | Board | Audit Committee | Nomination Committee | Remuneration Committee | Total compensation |
| Chairman | Andreas Nielsen | DKK 117.000 | n/a | n/a | n/a | DKK 117.000* |
| Member | Karina Rothoff Brix | DKK 58.500 | n/a | n/a | n/a | DKK 58.500* |
| Member | Birthe Tofting | DKK 58.500 | n/a | n/a | n/a | DKK 58.500* |
| Member | Birger Sørensen | DKK 58.500 | n/a | n/a | n/a | DKK 58,500* |
| TOTAL | DKK 292.500* |
*Remuneration for the Board of Directors was decreased momentarily during 2025 according to company announcement # 85.
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FOM
TECHNOLOGIES
In comparison, the following remuneration was paid to the Board of Directors for the 2024 financial year, in line with what was approved at the annual general meeting on: 2nd of April 2024:
| FINANCIAL YEAR 2024 | ||||||
|---|---|---|---|---|---|---|
| Board of Directors | Name | Board | Audit Committee | Nomination Committee | Remuneration Committee | Total compensation |
| Chairman | Andreas Nielsen | DKK 130.000 | n/a | n/a | n/a | DKK 130.000 |
| Member | Karina Rothoff Brix | DKK 65.000 | n/a | n/a | n/a | DKK 65.000 |
| Member | Birthe Tofting | DKK 48.750 | n/a | n/a | n/a | DKK 48.750* |
| Member | Birger Sørensen | DKK 48.750 | n/a | n/a | n/a | DKK 48.750* |
| Member | Birgitte J. Skade | DKK 16.250 | n/a | n/a | n/a | DKK 16.250* |
| TOTAL | DKK 308.750 |
*Pro rata compensation since members were only on the board of directors for part of the financial year
In comparison, the following remuneration was paid to the Board of Directors for the 2023 financial year, in line with what was approved at the annual general meeting on: 23rd of March 2023:
| FINANCIAL YEAR 2023 | ||||||
|---|---|---|---|---|---|---|
| Board of Directors | Name | Board | Audit Committee | Nomination Committee | Remuneration Committee | Total compensation |
| Chairman | Andreas Nielsen | DKK 120.000 | n/a | n/a | n/a | DKK 120.000 |
| Member | Karina Rothoff Brix | DKK 60.000 | n/a | n/a | n/a | DKK 60.000 |
| Member | Birgitte J. Skade | DKK 60.000 | n/a | n/a | n/a | DKK 60.000 |
| TOTAL | DKK 240.000 |
4. Remuneration | Executive Board
Due to the size of the company, no remuneration committee has been established. In accordance with the Remuneration Policy, the remuneration, to the members of the Executive Board, is based on market practice, the scope and background of the work, the required qualifications and the results of each individual member of the Executive Board. Likewise, the Company's interest in attracting, motivating and retaining qualified members of the Executive Board in general must be considered in the determination of the remuneration.
Members of the Executive Board may also be granted certain non-monetary benefits, including customary non-monetary employee benefits such as newspapers subscription etc., if approved by the Board of Directors.
The Board of Directors determines the guidelines for pension and severance. The ordinary notice period by the Company may not exceed 6 months. A member of the Executive Board may terminate his or her position with an ordinary notice period of at least 6 months.
The total value of severance payments (including salary during the notice period) may not exceed an amount equal to one year of remuneration, including all remuneration components, for the member of the Executive Board.
The remuneration of members of the Executive Board is determined annually. The remuneration and remuneration components are approved by the Board of Directors.
Members of the Executive Board are entitled to annual remuneration in accordance with the Remuneration Policy. The total remuneration may consist of the following fixed and variable remuneration components:
FOM TECHNOLOGIES
a) Fixed base remuneration (basic pay and pension contributions).
b) The possibility of a cash bonus.
c) The possibility of a share-based remuneration in the form of warrants.
d) Termination and severance pay.
The selection of these components contributes to a well-balanced remuneration package that reflects (i) individual performance and responsibility of the members of the Executive Board in relation to established objectives for both short- and long-term periods, and (ii) the Company's overall performance.
The Executive Board's short- and long-term incentive programs are directly linked to the financial objectives that support the Company's strategy. The composition of the remuneration for each executive is set with a view to contributing to the Company's ability to attract and retain competent key employees while ensuring that the Executive Board has an incentive to create additional value for the benefit of the Company's shareholders.
The terms of employment and remuneration of the Executive Board members are agreed individually between an Executive Board member and the Board of Directors.
4.1. Fixed base remuneration
The annual fixed base salary is intended to attract and retain competent executives to support the Company's ability to achieve its short- and long-term objectives.
Members of the Executive Board are entitled to receive a pension contribution of 8% of the fixed base salary paid by the Company, whereas 4% of the fixed base salary is paid by own contribution.
4.2. Cash bonus
Members of the Executive Board may receive an annual cash bonus, which is determined at the discretion of the Board of Directors. The purpose of the annual cash bonus is to align the interests of the individual directors with the Company's short-term objectives. Payment of the cash bonus is therefore dependent on the achievement of objectives related to the achievement of the Company's budgeted results, financial key figures and other measurable personal results of a financial or non-financial nature, which together reflect and support the Company's short-term objectives.
The amount of the cash bonus cannot exceed 30% of the fixed base salary for the relevant member of the Executive Board.
In the financial year 2025, a total cash bonus amount of DKK 0 was paid to the Executive Board, corresponding to 100% of the total cash bonus payout of the Company.
4.3. Share-based remuneration
Members of the Executive Board may be offered participation in warrant programs based on a discretionary assessment made by the Board of Directors. Participants are offered the opportunity to acquire shares in the Company at their own expense at a pre-defined price at a given time. Members of the Executive Board are offered participation in warrant programs as part of the remuneration to ensure the Executive Board's focus on value creation and the achievement of the Company's long-term objectives.
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FOM
TECHNOLOGIES
4.4. Termination and severance pay
Employment contracts with members of the Executive Board may be ongoing i.e. without a fixed termination date and are subject to a maximum notice period of 6 months. The total value of severance pay (including salary during the notice period) may not exceed one years' remuneration, including all remuneration components, for the member of the Executive Board concerned.
4.5. Claw-back
The Company may decide to reduce or claw back incentive remuneration in whole or in part in cases where a cash bonus or other incentive remuneration is due or has already been awarded to a member of the Executive Board, if the background data or accounts for the cash bonus or incentive remuneration subsequently prove to be incorrect, or if the Executive Board member is deemed to have caused significant losses to the Company by intentional abuse of his or her position or by gross negligence. In the financial year 2025 no incentive remuneration was clawed back.
5. Executive Board remuneration for the financial year 2025.
Below the total remuneration of the Executive Board is listed:
| Executive board remuneration – 2025*: | ||||||
|---|---|---|---|---|---|---|
| DKK | Fixed remuneration: | Variable remuneration: | ||||
| Name and position: | Annual salary: | Annual pension: | Other: | Variable cash bonus: | 1Number of warrants allocated: | Total: |
| Michael Stadi, Group CEO | 1.430.000 | 114.400 | 0 | 0 | 60.000 | 1.544.400 |
| TOTAL: | 1.430.000 | 114.400 | 0 | 0 | 60.000 | 1.544.400 |
*Martin Kiener stepped out of the Executive Board in connection with his relocation to the US.
In comparison, the following remuneration was paid to the Board of Directors for the 2024 financial year:
| Executive board remuneration – 2024: | ||||||
|---|---|---|---|---|---|---|
| DKK | Fixed remuneration: | Variable remuneration: | ||||
| Name and position: | Annual salary: | Annual pension: | Other: | Variable cash bonus: | 2Number of warrants allocated: | Total: |
| Michael Stadi, Group CEO | 1.550.000 | 124.000 | 0 | 75.000 | 40.000 | 1.749.000 |
| Martin Kiener, Founder and CEO (FOM Technologies Inc. | 1.446.000 | 115.680 | 0 | 75.000 | 25.000 | 1.636.680 |
| TOTAL: | 2.996.000 | 239.680 | 0 | 150.000 | 65.000 | 3.385.680 |
1 Pls. see Corporate Announcement # 77, from 6th of January 2025 for details.
2 Pls. see Corporate Announcement # 63, from 12th of January 2024 for details.
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FOM
TECHNOLOGIES
6. Shareholdings of the Executive Board and the Board of Directors
Market value and Number of shares in the Company owned by members of the Executive Board and the Board of Directors by 2025 year-end.
| Management shareholding during 2025*: | Closing price year end: 3,99 | |||||
|---|---|---|---|---|---|---|
| Names: | Holding: 01.01.2025 | Bought in 2025: | Exercised warrants: | Sold in 2025: | Holding: 31.12.2025 | Market value (DKK) |
| Executive Board: | ||||||
| Michael Stadi | 1.030.120 | 67.000 | 0 | 0 | 1.097.120 | 4.377.509 |
| Board of Directors: | ||||||
| Andreas Nielsen | 9.525 | 66.001 | 0 | 0 | 75.526 | 301.349 |
| Karina R. Brix | 0 | 0 | 0 | 0 | 0 | 0 |
| Birthe Tofting | 0 | 0 | 0 | 0 | 0 | 0 |
| Birger Sørensen | 0 | 0 | 0 | 0 | 0 | 0 |
| TOTAL: | 1.039.645 | 133.001 | 0 | 0 | 1.172.646 | 4.678.858 |
*Martin Kiener stepped out of the Executive Board in connection with his relocation to the US.
In comparison the following Market value and Number of shares in the company owned by members of the Executive Board and the Board of Directors by 2024 year-end.
| Management shareholding during 2024: | Closing price year end: 8,24 | |||||
|---|---|---|---|---|---|---|
| Names: | Holding: 01.01.2024 | Bought in 2024: | Exercised warrants: | Sold in 2024: | Holding: 31.12.2024 | Market value (DKK) |
| Executive Board: | ||||||
| Michael Stadi | 1.030.120 | 0 | 0 | 0 | 1.030.120 | 8.488.189 |
| Martin Kiener | 2.017.858 | 30,000 | 30.000 | 0 | 2.077.858 | 17.121.550 |
| Board of Directors: | ||||||
| Andreas Nielsen | 9.525 | 0 | 0 | 0 | 9.525 | 78.486 |
| Karina R. Brix | 0 | 0 | 0 | 0 | 0 | 0 |
| Birthe Tofting | 0 | 0 | 0 | 0 | 0 | 0 |
| Birger Sørensen | 0 | 0 | 0 | 0 | 0 | 0 |
| TOTAL: | 3.057.503 | 30.000 | 30.000 | 0 | 3.117.503 | 25.688.225 |
7. Compliance with the Remuneration Policy
The remuneration of the Executive Board and the Board of Directors for the financial year 2025 is in accordance with the guidelines in the Remuneration Policy.
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