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Green Hydrogen Systems — Remuneration Information 2023
Mar 1, 2023
3401_10-k_2023-03-01_9b4aa8f4-4c9f-4bf2-adea-1b0d385a0b5a.pdf
Remuneration Information
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2022
Remuneration report
Green Hydrogen Systems A/S Nordager 21, 6000 Kolding CVR: 30548701
Table of content
Content
| Statement from the Chairman | 3 |
|---|---|
| Introduction | 4 |
| Remuneration of the Board of Directors | 5 |
| Remuneration of the Executive Management | 7 |
| The Board of Directors' statement on the remuneration report |
10 |
| The Independent Auditor's statement on the remuneration report |
11 |
APPENDICES
| Appendix A: Two-year overview of remuneration of the Board of Directors |
|---|
| Appendix B: Two-year overview of remuneration of the Executive Management |
| Appendix C: Three-year overview of existing share-based remuneration programs |
Statement from the Chairman
On behalf of the Board of Directors, I hereby present the remuneration report of Green Hydrogen Systems for the year 2022. The report provides an overview of the remuneration of the members of the Board of Directors and the Executive Management.
In 2022 we scaled our product offering, our manufacturing capacity and our organisational capabilities to cater for the increased market potential for green hydrogen.
The organisational changes in the Executive Management and the Board of Directors also had an influence on our way of working with the continuous development of our product and organisational excellence.
Green Hydrogen Systems employs and retains highly talented and experienced people to establish and maintain its industry competitiveness. Building a high-performing team of individuals is pivotal for our future success and requires the establishment of a strong culture around shared objectives linking compensation to results.
As the company grows, access to selected individuals with high compensation asks is required and a result oriented, value driven long-term incentive model with Performance Share Units was therefore applied in 2022, for Executive Management and key employees, to secure attractive compensation linked to financial results and shareholder return.
In accordance with the remuneration policy, the remuneration of the Board of Directors and the Executive Management are designed to support the priorities in the company's strategy and thereby ensure that the interests and the sustainability of the company are considered. The components of the remuneration for both the Board of Directors and the Executive Management are designed to attract and retain talent. Furthermore, it is to encourage retention of members of the Executive Management to ensure continuity and serve the long-term interests of Green Hydrogen Systems and its shareholders.
The company performance 2022 and the remuneration of Executive Management is to a large extent affected by the delay of customer orders the company faced in 2022, which is reflected in the report.
The Remuneration and Nomination Committee has during the year 2022 continued to improve the remuneration policy and has provided the Executive Management with a transparent framework for remuneration.
Troels Øberg,
Vice Chairman of the Board of Directors and Chairman of the Remuneration and Nomination Committee
Summary of the remuneration report
| Focus points | Reporting | 2022 | 2021 | |
|---|---|---|---|---|
| Total remuneration of | Fixed Salary | DKK ('000) | 6,521 | 5,126 |
| the Executive Management broken down by components and |
Pension | DKK ('000) | 652 | 494 |
| distribution between | Other benefits | DKK ('000) | 337 | 364 |
| variable and fixed remuneration |
Short-term incentive | DKK ('000) | 1,427 | 1,082 |
| Long-term incentive | DKK ('000) | 688 | 0 | |
| Alignment of the Executive Man agement's Remuneration Policy and long-term results |
The post-IPO composition of the remuneration is aligned with the Remuneration Policy and creates a well-balanced package reflecting the individual performance and responsibility of the members of the Exec utive Management in relation to established goals and targets, both in the short and the longer term. |
|||
| Application of KPIs | CEO: | |||
| STI bonus payment: | DKK ('000) | 869 | 0 (waived) | |
| IPO completion | DKK ('000) | 0 | 1,000 | |
| CFO: | ||||
| STI bonus payment: | DKK ('000) | 558 | 82 | |
| Application of KPIs | CFO: | |||
| Performance share units | DKK ('000) | 688 | 0 | |
| Claw back information | Claw back provision included in the Remuneration Policy | |||
| Deviations from the Remuneration Policy |
Short-term incentive in 2021: 70% (company targets) / 30% (Individual targets) deviates from the Remuneration Policy: 75% (Company tar gets) / 25% (Individual targets) |
Introduction
According to Green Hydrogen Systems' Remuneration Policy, the Executive Management consists of the following components:
- Fixed annual base salary
- Pension
- Short-term cash bonus (STI)
- Long-term cash bonus (LTI)
- Other benefits
The Board of Directors receives fixed remuneration. The members of the Board will not participate in any incentive schemes; however, part of the fixed fee may be paid in time-only restricted shares or in ordinary shares. This has however not been the case for the financial year 2022.
The advisory vote for remuneration report 2021 did not result in any changes.
Basis of comparison – Green Hydrogen Systems
| Basis of comparison – Green Hydrogen Systems* | 2022 | 2021 | 2020 |
|---|---|---|---|
| Total remuneration of the Board of Directors | 4,182 | 4,259 | 151 |
| Development (remuneration of Board of Directors) – Index 2020 = 100 | 2,770 | 2,821 | 100 |
| Christian Clausen | 216 | 100 | N/A |
| Troels Øberg | 175 | 100 | N/A |
| Lars Valsøe Bertelsen | 197 | 100 | N/A |
| Simon Krogsgaard Ibsen | 197 | 100 | N/A |
| Thomas Thune Andersen | 109 | 100 | N/A |
| Jakob Fuhr Hansen | 172 | 100 | N/A |
| Karen Dyrskjøt Boesen | N/A*** | N/A | N/A |
| Armin Schnettler | N/A*** | N/A | N/A |
| Anders Jakob Vedel | N/A*** | N/A | N/A |
| Thyge Boserup | 281 | 1,519 | 100 |
| Karen-Marie Katholm | 69 | 100 | N/A |
| Total remuneration of Executive Management | 9,625 | 7,066 | 14,472 |
| Variable portion of remuneration of Executive Management | 2,115 | 1,082 | 13,762 |
| Development (remuneration of Excutive Management) - Index 2020 = 100 | 67 | 49 | 100 |
| Sebastian Koks Andreassen** | 43 | 37 | 100 |
| Ole Vesterbæk | N/A**** | N/A | N/A |
| Average remuneration per employee, excl. of Executive Management | 699 | 705 | 542 |
| – Index 2020 = 100 | 129 | 130 | 100 |
| Ratio – CEO vs. average remuneration | 7.79 | 6.69 | 2.79 |
| EBIT before special items | (282,967) | (163,333) | (72,689) |
| Development of EBIT – Index 2020 = 100 | 389 | 225 | 100 |
* All amounts specified in DKK ('000)
** Development is calculated on an annual basis
*** Development not relevant as the member was elected to the Board of Directors in 2022
**** Development not relevant as the member was employed in 2022
Remuneration of the Board of Directors
Members of the Board of Directors
| Board of Directors | Committees |
|---|---|
| Christian Clausen, Chairman | Member of the Remuneration & Nomination Committee |
| Troels Øberg, Vice-Chairman | Chairman of the Remuneration & Nomination Committee |
| Lars Valsøe Bertelsen | Member of the Audit Committee |
| Simon Krogsgaard Ibsen | Member of the Manufacturing & Technology Committee |
| Thomas Thune Andersen | Member of the Remuneration & Nomination Committee |
| Jakob Fuhr Hansen | Member of the Audit Committee |
| Karen Dyrskjøt Boesen | Chairman of the Audit Committee |
| Armin Schnettler | Chairman of the Manufacturing & Technology Committee |
| Anders Jakob Vedel | Member of the Manufacturing & Technology Committee |
| Thyge Boserup, Former Chairman | Former Chairman of the Remuneration & Nomination Committee |
| Karen-Marie Katholm, Former Member | Former member of the Audit Committee |
Remuneration Structure for the Board of Directors
The fee offered to the members of the Board of Directors shall be designed to be able to attract and retain competent members to the Board of Directors and motivate the members to ensure the implementation of Green Hydrogen Systems' strategy and achieve Green Hydrogen Systems' long-term and short-term targets. The fee shall reflect the experience and knowledge of the members of the Board of Directors.
The members of the Board of Directors are offered a fixed annual base fee (the "Base Fee"). The Base Fee paid to the Board of Directors in a financial year is decided by the general meeting based on a proposal from the Board of Directors which has received a recommendation from the Remuneration & Nomination Committee. The Base Fee shall reflect the scope and complexity of the work and be reasonable when compared with other listed companies of the same size and complexity.
The members of the Board of Directors will not participate in any incentive schemes. However, part of the fixed fee may be paid in time-only restricted shares or in ordinary shares. For the financial year 2022 the members of the Board of Directors have not been paid in time-only restricted shares or in ordinary shares.
Green Hydrogen Systems may offer to cover social security contributions within the EU to the extent imposed by foreign national authorities in relation to board fees and reimbursable expenses. For the financial year 2022 the members of the Board of Directors have not been paid any social security contributions.
Members of the Board of Directors receive the same Base Fee. However, the Chairman and the Vice-Chairman receive an additional proportion of the Base Fee as set out below. For additional work required in board committees the members receive an additional fee proportionate to the Base Fee as set out below.
The Base Fee for 2022 is DKK 300,000.
Remuneration of the Board of Directors (continued)
| Board of Directors |
Audit Committee |
Remuneration & Nomination Committee |
Manufacturing & Technology Committee |
|
|---|---|---|---|---|
| Chairman | 5/2x | 2/3x | 1/3x | 2/3x |
| Vice-Chairman | 3/2x | NA | NA | NA |
| Member | 1x | 1/3x | 1/4x | 1/3x |
| carried out. | Any ad-hoc fee must be approved at the following general meeting. | |||
| Expenses and benefits |
approved by the Board of Directors or the Chairman. | Reasonable expenses such as travel and accommodation relating to board and commit tee meetings and relevant training may be reimbursed by Green Hydrogen Systems if |
||
| fees and reimbursable expenses. | In addition, Green Hydrogen Systems may offer to cover social security contributions within the EU to the extent imposed by foreign national authorities in relation to board |
For the financial year 2022 the remuneration adopted at the extraordinary general meeting on 1 June 2021 was continued. All members of the Board of Directors receive a "Base Fee" calculated on a pro-rata basis for 2022.
The Chairman, the Vice-Chairman, and members of the Audit Committee, the Remuneration and Nomination Committee and the Manufacturing & Technology Committee shall receive additional fees in accordance with the approved Remuneration Policy.
The table in Appendix A includes the total remuneration of each member of the Board of Directors in 2022.
The total remuneration for each member of the Board of Directors supports the main focus of the Board on company´s strategy, supervision, organisation and governance, thus contributing to the long-term interest of the company. When determining the fees paid to the members of the Board of Directors, the Board of Directors considers the actual role and responsibility of the individual member of the Board of Directors.
It is the Remuneration & Nomination Committee's and the Board of Directors' assessment that this approach ensures fees which are fair, not excessive and which support the recruitment of candidates to the Board of Directors with the desired qualifications.
Remuneration of the Executive Management
Members of the Executive Management
Members of the Executive Management are responsible for managing the Green Hydrogen Systems' core business operations as a whole, which requires planning of various production, administration, commercial and R&D processes, company principles and practices. Furthermore, monitoring the development of financial matters and company business plans, long and short-term targets in the company's strategy.
The realised remuneration of the CEO and the CFO for the financial year 2022 totalled DKK 9,624,645 comprising fixed and variable remuneration components. The post-IPO composition of the remuneration creates a well-balanced package reflecting the individual performance and responsibility of the members of the Executive Management in relation to established goals and targets, both in the short and the longer term . The remuneration overview for the Executive Management can be found in Appendix B.
Remuneration Structure
The remuneration of the members of the Executive Management consists of a fixed annual salary and variable remuneration. The variable remuneration is comprised by a short-term incentive program and a long-term incentive program.
The fixed salary serves the purpose of being able to attract and retain high performing members of the Executive Management with the ability to implement the Green Hydrogen Systems' strategy and deliver long-term shareholder value. Furthermore, the fixed salary enables the members of the Executive Management to make decisions with a long-term perspective in mind without undue considerations for short- or longterm incentives.
The variable remuneration is designed to promote performance in line with Green Hydrogen Systems' strategy, long-term performance and sustainability.
The variable remuneration is based on a number of targets, which must be achieved before the remuneration to the member of the Executive Management is earned and paid. These targets are aligned with strategic priorities in Green Hydrogen Systems' strategy and aim to ensure that short- and long-term goals are achieved.
Furthermore, the variable remuneration is designed to encourage retention of members of the Executive Management with a view to ensure continuity and serve the long-term interests and sustainability of Green Hydrogen Systems and its shareholders.
Finally, the long-term incentive is designed to align the interests of Executive Management with those of the shareholders by being sharebased and including targets which are linked to the achievement of long-term goals.
Remuneration of the Executive Management:
- Fixed annual salary reflecting competitive
- Benefits, including but not limited to company car, car allowance, phone, computer, internet and online newspapers
- Short-term incentive cash bonus based on annually determined targets and may include discretionary elements.
Fixed salary
The fixed salary level is set annually by the Board of Directors on the basis of a recommendation of the Remuneration & Nomination Committee . The compensation level is generally reviewed annually and compared to the market standard of management compensation among comparable listed companies of similar size and complexity. When determining the fixed salary, a range of factors are taken into consideration, including but not limited to: the individual's skills, performance and experience; the scope and responsibilities of the role; the market practice of comparable listed companies; the remuneration package in its totality; and pay development and levels for
the Green Hydrogen Systems' other employees, relative to the size and complexity of the respective roles.
Pension
The members of the Executive Management are covered by a pension scheme, where company-paid contributions can maximum be 15% of the annual fixed salary.
For 2022 the company-paid contribution has been 10% of the annual fixed salary.
Benefits
Benefits Members of the Executive Management may receive non-monetary customary benefits such as phone, computer and internet, insurances, etc., as well as other benefits, such as company car or a transportation allowance, in line with typical market practice.
Short-term incentive
The KPIs for the Executive Management's STI for 2022 are aligned with the short-term targets supporting the strategy and development Green Hydrogen Systems.
Remuneration of the Executive Management (continued)
The short-term incentive program is designed to incentivize members of the Executive Management to achieve short-term targets supporting Green Hydrogen Systems' strategy and development and reward individual performance within each member's functional area.
Members of the Executive Management will as part of Green Hydrogen Systems' short-term incentive program be eligible to receive an annual performance-based cash bonus, which will be subject to certain predefined financial, non-financial and individual targets being met.
The specific targets linked to the short-term incentive program, including the weighting of each target, are determined by the Board of Directors on an annual basis.
Company targets typically weigh 75% of the potential incentive and typically reflect areas such as revenue, earnings, commercial success, sustainability, and safety performance.
Individual targets typically weigh 25% of the potential incentive and performance against predefined individual and functional targets, such as innovation, organizational development and personal contribution, relating to the executive and the executive's functional area.
The size of the cash bonus will be determined by the Board of Directors based on the level of achievement of the pre-defined targets.
The STI 2022 objectives were linked directly to the financial and safety targets in the company's strategy, as well as individual targets.
The bonus for the CEO was set to DKK 869,202, for the full financial year 2022.
The bonus for the CFO was set to DKK 558,018, for the full financial year 2022.
Pay-out was determined by the Board of Directors, based on performance against the targets stated below.
Long-term incentive and IPO bonus
The KPIs for the Executive Management's LTI are designed to align the interests of the Executive Management with the interest of the shareholders of Green Hydrogen Systems.
The long-term incentive is designed to align the interests of management with those of the shareholders, to appropriately retain members of the Executive Management, and to give each member a significant interest in the performance of the company, its sustainability, and the share price development over a longer period of time.
For 2022, the KPIs have been fixed as follows:
| Key Performance Indicator – Short-Term Incentive Program 2022 Sebastian Koks Andreassen |
Weight | Target Achievements |
|
|---|---|---|---|
| Revenue | 18.8% | Below | |
| EBIT | 18.8% | Exceed | |
| Order intake | 18.8% | Below | |
| HSE | 18.8% | Below | |
| Total for Company Target KPIs | 75% | ||
| Business Development | (Board of Directors qualitative assessment) | 12.5% | Exceed |
| Behaviour | (Board of Directors qualitative assessment) | 12.5% | Exceed |
| Total for Individual Target KPIs | 25% | ||
| Total | 100% |
| Key Performance Indicator – Short-Term Incentive Program 2022 Ole Vesterbæk |
Weight | Target Achievements |
|
|---|---|---|---|
| Revenue | 18.8% | Below | |
| EBIT | 18.8% | Exceed | |
| Order intake | 18.8% | Below | |
| HSE | 18.8% | Below | |
| Total for Company Target KPIs | 75% | ||
| Business Development | (Board of Directors qualitative assessment) | 12.5% | Exceed |
| Behaviour | (Board of Directors qualitative assessment) | 12.5% | Exceed |
| Total for Individual Target KPIs | 25% | ||
| Total | 100% |
Remuneration of the Executive Management (continued)
The total aggregate value of annual grants under the long-term incentive program(s) may not exceed 100% of the fixed annual salary for each member of the Executive Management at the time of grant, though will typically be targeted at 20-50% of the annual fixed salary.
Members of the Executive Management are subject to customary "good leaver" and "bad leaver" provisions for unvested awards. In "good leaver" situations, any unvested awards will vest on a pro-rated basis relative to the employment and the vesting period applicable to long-term incentive awards. In "bad leaver" situations, all unvested awards will be forfeited.
For 2022 and onwards certain members of the Executive Management participate in a longterm incentive program in the form of a performance share units ("PSUs") program.
Members of Executive Management may be granted performance share units (PSUs). The vesting or maturity period shall as a main rule be at least three years and is determined by the Board of Directors prior to grant. If the Board of Directors decides that it may be in the shareholders' interests, it may decide that the grant will vest gradually over a period of three years.
The grant value of PSUs shall be based on the market price of the shares calculated as an average price as quoted on Nasdaq Copenhagen during a number of trading days preceding the time of grant as determined by the Board of Directors (typically a 5-day average).
The number of PSUs that vest may be between 0% and 200% of the granted PSUs depending on the achievement of a number of pre-determined KPIs, such as revenue growth, earnings growth, or major innovation milestones. If the KPI thresholds are not achieved, no PSUs shall vest.
Upon vesting, holders of PSUs will receive one share in Green Hydrogen Systems A/S free of charge for each vested PSU. In exceptional circumstances, the Board of Directors can decide to settle vested PSUs in cash.
Prior to receiving shares, holders of PSUs will not have any shareholder rights, such as voting and dividend rights.
For the financial year 2022 24,811 PSUs were granted to the CFO. The numer of PSUs vesting will be determind by revenue growth.
Share based post IPO bonus to Sebastian Koks Andreassen
In connection with the employment of the CEO, Sebastian Koks Andreassen, in the financial year 2020, it was agreed to reward the CEO for his long-term value creation for the Green Hydrogen Systems. Accordingly, and pursuant to the employment contract, the CEO is entitled to receive such number of Restricted Stock Units in Green Hydrogen Systems that corresponds to 0.75% of the outstanding share capital of Green Hydrogen Systems at, and to be delivered on, the Grant Date.
The "Grant Date" refers to the earlier of (i) the date falling 720 days after the admission of the temporary purchase certificates to trading on Nasdaq Copenhagen, (ii) the date falling 720 days after an independent third party's acquisition of a controlling interest in Green Hydrogen Systems, or (iii) the date for a sale of at least 90% of the shares in Green Hydrogen Systems to an independent third party.
The maximum value of the Restricted Stock Units is capped at DKK 37,500,000.
The extraordinary share-based bonus to Sebastian Koks Andreassen is contingent on his continued employment with Green Hydrogen Systems on the Grant Date and that no notice of termination has been given prior to the Grant Date. If Sebastian Koks Andreassen's employment with Green Hydrogen Systems has terminated or notice of termination has been given prior to the Grant Date and if this is due to i) Sebastian Koks Andreassen having terminated the employment due to a material breach of the employment by Green Hydrogen Systems, ii) the employment being terminated by Green Hydrogen Systems where such termination is not due to Sebastian Koks Andreassen's material breach of the employment, or iii) Sebastian Koks Andreassen has terminated the employment due to Sebastian Koks Andreassen's own, spouse's or child's death or lasting illness, Sebastian Koks Andreassen will be entitled to receive a proportional number of shares/options (or a proportional cash bonus) based on the period from commencement as Sebastian Koks Andreassen and until the termination of the employment relative to the period from commencement as CEO and until the Grant Date.
D&O liability insurance and indemnification
To be able to attract qualified members to the Board of Directors and members to the Executive Management Green Hydrogen Systems has taken out customary directors' and officers' liability insurance (the "D&O Insurance"). If the monetary insurance coverage of the D&O Insurance is insufficient compared to the market standard, then Green Hydrogen Systems shall indemnify the parties insured pursuant to the D&O Insurance on the same terms and conditions as had the D&O Insurance had a monetary insurance coverage in accordance with the market standard. The indemnification of Green Hydrogen Systems is a subsidiary in respect of the D&O Insurance.
No claims have been made against Green Hydrogen Systems in 2022 which are covered by the D&O Insurance .
Claw back
Any variable remuneration from Green Hydrogen Systems earned, awarded or paid out may be reduced, lapse or be reclaimed by Green Hydrogen Systems if the variable remuneration was earned, awarded or paid out on the basis of fraud, willful misconduct, gross negligence, incorrect or misleading information or that the conditions for earning, award or payment of variable remuneration have not been fulfilled.
The right of claw back has not been used in 2022.
The Board of Directors' statement on the remuneration report
The Board of Directors has today considered and adopted the remuneration report of Green Hydrogen Systems A/S for the financial year 2022.
The remuneration report has been prepared in accordance with Section 139b of the Danish Companies Act and the Recommendations on Corporate Governance issued by the Danish Committee on Corporate Governance.
The remuneration report describes the remuneration received by the Board of Directors and the Executive Management of Green Hydrogen Systems A/S, as well as the relation between the remuneration paid and the Remuneration Policy of Green Hydrogen Systems A/S, including how the remuneration of the Board of Directors and the Executive Board contributes to promoting and achieving strategic goals and long-term financial results of Green Hydrogen Systems A/S as well as the creation of value for the shareholders of Green Hydrogen Systems A/S.
The remuneration report will be presented to the Annual General Meeting on 18 April 2023.
Kolding, 1 March 2023
The Board of Directors
The Independent Auditor's Statement on the remuneration report
To the Shareholders of Green Hydrogen Systems A/S
According to section 139 b of the Danish Companies Act, Management is responsible for preparing a remuneration report in accordance with the remuneration policy adopted at the General Meeting.
Our opinion on the audit of the Financial Statements does not include the remuneration report, and we do not express any form of assurance conclusion thereon.
In connection with our audit of the Financial Statements for 2022, it is, however, our responsibility pursuant to section 147 of the Danish Companies Act to verify that all disclosures required under section 139 b(3) of the Danish Companies Act are included in the company's remuneration report for 2022.
We found no reason to point out any omissions with respect to the disclosures included in the remuneration report for 2022.
Copenhagen, 1 March 2023 PricewaterhouseCoopers
Statsautoriseret Revisionspartnerselskab CVR No 33 77 12 31
Rasmus Friis Jørgensen Jacob Brinch
State Authorised Public Accountant mne28705
State Authorised Public Accountant mne35447
Appendix A: Two-year overview of remuneration of the Board of Directors
| Board member* | Board fee |
Committee fee |
2022 Total |
2021 Total |
Shareholdings (number of shares end of year) | 2022 | 2021 |
|---|---|---|---|---|---|---|---|
| Christian Clausen | 758 | 143 | 901 | 417 | Christian Clausen | 384,389 | 341,825 |
| Troels Øberg | 450 | 86 | 536 | 306 | Troels Øberg | 0 | 0 |
| Lars Valsøe Bertelsen | 300 | 45 | 345 | 175 | Lars Valsøe Bertelsen | 20,500 | 12,500 |
| Simon Krogsgaard Ibsen | 300 | 45 | 345 | 175 | Simon Krogsgaard Ibsen | 33,436 | 33,436 |
| Thomas Thune Andersen | 300 | 75 | 375 | 344 | Thomas Thune Andersen | 98,000 | 129,326 |
| Jakob Fuhr Hansen | 300 | 100 | 400 | 233 | Jakob Fuhr Hansen | 0 | 0 |
| Karen Dyrskjøt Boesen | 136 | 91 | 227 | NA | Karen Dyrskjøt Boesen | 0 | NA |
| Armin Schnettler | 136 | 91 | 227 | NA | Armin Schnettler | 10,000 | NA |
| Anders Jakob Vedel | 136 | 45 | 182 | NA | Anders Jakob Vedel | 15,000 | NA |
| Thyge Boserup | 370 | 55 | 425 | 2,294 | Thyge Boserup | N/A | 260,383 |
| Karen-Marie Katholm | 164 | 55 | 218 | 315 | Karen-Marie Katholm | N/A | 69,431 |
| Total | 3,351 | 832 | 4,182 | 4,259 | Total | 561,325 | 846,901 |
* All amounts specified in DKK ('000)
Appendix B: Two-year overview of remuneration of the Executive Management
| Remuneration component* CEO Sebastian Koks Andreassen |
2022 | 2021 |
|---|---|---|
| Fixed salary | 4,000 | 3,230 |
| Pension | 400 | 323 |
| Other benefits | 177 | 163 |
| Short-term incentive | 869 | 1,000 |
| Long-term incentive | 0 | NA |
| Total remuneration earned | 5,446 | 4,716 |
| Fixed remuneration components (%) | 84 | 79 |
| Variable remuneration components (%) | 16 | 21 |
| Total (%) | 100 | 100 |
| Value of issued warrants and PSUs at time of grants date CEO Sebastian Koks Andreassen |
2022 | 2021 |
|---|---|---|
| Share-based instrument | ||
| Warrants | 0 | 0 |
| Restricted Stock Unit | 0 | 0 |
| Performance share units | 0 | 0 |
| Total | 0 | 0 |
| Shareholdings (number of shares end of year) | 2022 | 2021 |
|---|---|---|
| Number of shares (with a nominal value of DKK 1 each) | 198,537 | 78,461 |
| Company car Telephone and internet |
173 3 |
159 3 |
|---|---|---|
| Other | 1 | 1 |
| Total | 177 | 163 |
| Extraordinary IPO Bonus | 2022 | 2021 |
|---|---|---|
| Short Term IPO Bonus (Variable remuneration components) | n.a. | 1,000 |
* All non-percentage amounts specified in DKK ('000)
Appendix B: Two-year overview of remuneration of the Executive Management (continued)
| Remuneration component CFO Ole Vesterbæk* |
2022 | 2021 |
|---|---|---|
| Fixed salary | 2,521 | NA |
| Pension | 252 | NA |
| Other benefits | 160 | NA |
| Short-term incentive | 558 | NA |
| Long-term incentive | 688 | NA |
| Total remuneration earned | 4,179 | NA |
| Fixed remuneration components (%) | 70 | NA |
| Variable remuneration components (%) | 30 | NA |
| Total (%) | 100 | NA |
| Value of issued warrants and PSUs at time of grants date* CFO Ole Vesterbæk |
2022 | 2021 |
|---|---|---|
| Share-based instrument* | ||
| Warrants | 0 | NA |
| Restricted Stock Unit | 0 | 0 |
| Performance share units | 688 | NA |
| Total | 688 | NA |
| Shareholdings (number of shares end of year) | 2022 | 2021 |
|---|---|---|
| Number of shares (with a nominal value of DKK 1 each) | 0 | NA |
Specification of benefits*
| CFO Ole Vesterbæk | 2022 | 2021 |
|---|---|---|
| Benefits | NA | |
| Company car | 156 | NA |
| Telephone and internet | 3 | NA |
| Other | 1 | NA |
| Total | 160 | NA |
Appendix C: Three-year overview of existing share-based remuneration programs
| Participant | 2022 | 2021 | 2020 | Total |
|---|---|---|---|---|
| Thyge Boserup | 0 | 0 | 265,402 | 265,402 |
| Sebastian Koks Andreassen* | 0 | 0 | 276,036 | 276,036 |
| Ole Vesterbæk | 24,811 | N/A | N/A | 24,811 |
| No. of issued instruments | 24,811 | 0 | 541,438 | 566,249 |
| Thyge Boserup | 3,087 | N/A | N/A | 3,087 |
| Sebastian Koks Andreassen | 3,211 | N/A | N/A | 3,211 |
| Ole Vesterbæk | 0 | N/A | N/A | 0 |
| Value of exercised instruments DKK ('000)** | 6,297 | 0 | 0 | 6,297 |
| Thyge Boserup | 0 | 265,402 | 265,402 | N/A |
| Sebastian Koks Andreassen | 0 | 276,036 | 276,036 | N/A |
| Ole Vesterbæk | 24,811 | N/A | N/A | N/A |
| No. of outstanding instruments | 24,811 | 541,438 | 541,438 | N/A |
| Exercise price | 0 | 2.469 | 2.469 | N/A |
| Year of expiration | 2025 | 2022 | 2022 | N/A |
* In addition to sharebased programs above there is a RSU program for the CEO. Please refer to Remuneration of the Executive Management for further details.
** Market value of warrants at exercise time less exercise price.
Green Hydrogen Systems A/S Nordager 21 DK-6000 Kolding +45 7550 3500 CVR-no. 30 54 87 01