Remuneration Information • Mar 31, 2022
Remuneration Information
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Under Section 6-16 b of the Public Limited Liability Companies Act, Pexip Holding ASA ("Pexip" or "The Company") is required to present an annual report that provides an overview of the remuneration to the Board of Directors and Senior Executives covered by the guidelines defined in Section 6-16 a. This report meets the requirements set out in the Regulations on guidelines for and reporting of remuneration of executive personnel, and it also meets the requirements of notes to the annual accounts in Section 7-31b and 7-32 of the Norwegian Accounting Act.
The Company's Remuneration Policy adopted at the Annual General Meeting (AGM) in May 2021 provides the framework for the remuneration of the Board of Directors (the Board) in 2021. The updated policy expected to be approved by AGM in April 2022 describes in more detail our corporate governance process in relation to the Remuneration Policy. The policy is available on Pexip.com, in the Corporate Governance section.
The updated Remuneration Policy has been introduced to comply with the amended regulatory framework. The Policy is a continuation of the previous remuneration principles to ensure that:
In 2021, Pexip demonstrated solid year-on-year growth despite a continued delay in sales because of uncertainty around office openings in some key geographies.
Pexip's subscription base measured in Annual Recurring Revenue (ARR) reached USD 106.4 million at the end of 2021, up from USD 81.9 million at the end of 2020, representing a year-on-year increase of 30 %. This was driven by strong sales to public sector organizations, such as the Defense Information Systems Agency, looking for secure video solutions for mission-critical communication requiring strict privacy and security. Growth continues to be driven by net new customers, with 29 p.p. of the 30-p.p. growth coming from new customers and 1 p.p. coming from existing customers, giving a net revenue retention rate of 101%. Churn is at 9.7% in 2021.
The Company has continued to execute on its growth strategy, investing in Sales and R&D to drive strong growth in the years to come. As planned for, the investments made during the past two years led to a negative EBITDA for the year, with an EBITDA margin of -15% compared to the guidance given of a negative -25% to -35%. Pexip closed the year with a solid cash position of NOK 804 million, over five times our negative operating cash flow for 2021, which the Company expects to be sufficient to fund its growth plan until returning to cash flow positive operations.
At the AGM on May 20, 2021, all board members were re-elected, and the number of board members was unchanged.
Pexip performs an annual review of remuneration to the Board. The base remuneration for the Chair of the Board and the Board members has been unchanged in the period, as the approved remuneration was a continuation of the remuneration approved in March 2020. Based on the experience from the Board's work in 2020 and 2021, the remuneration for the Audit Committee was decided at the AGM in May 2021. The remuneration of the Chair of the Board amounted to NOK 550,000 for his role as Chair of the Board and for serving on the Company's Audit Committee.
The remuneration for the Board and the Board Committees was approved by the AGM in May 2021.
The senior executive's remuneration in 2021 complied with the guidelines on remuneration adopted by the AGM in 2021, with the exception of the implementation of a share option long-term incentive. Implementation of this program was paused due to the departure of the Company's CEO in August 2021 and is planned to be implemented as the new CEO comes in during May 2022.
At the end of 2020, the Board sought external expert advice on benchmarking the remuneration of the Senior Executives in the Company, and to give advice on the design on a long-term compensation model both for Senior Executives and other employees. This exercise benchmarked the remuneration to relevant peers, laying the foundation for the adjustments made in January 2021. It also led to changes in the long-term incentive model considering that Pexip is a listed company and the industry it operates in, which are reflected in Pexip's Remuneration Policy. For Senior Executives excluding the CEO, fixed remuneration increased 11% to NOK 7.57 million (NOK 6.81 million), while total variable remuneration declined 8% to NOK 4.0 million (NOK 4.4 million).
The CEO and the Board agreed that he would step down as CEO late August 2021. As a consequence, his fixed remuneration declined 14% to NOK 1.71 million (NOK 1.977 million). Due to severance pay of NOK 0.87 million, his variable remuneration increased to NOK 2.44 million (NOK 1.68 million).
The AGM approved the remuneration guidelines for senior executives, as well as the remuneration to the Board without significant input or comments.The remuneration of the Board is based on the Remuneration Policy adopted by the AGM. The policy is available on Pexip.com, in the Corporate Governance section.
The remuneration of the Board is based on the Remuneration Policy adopted by the AGM. The policy is available on Pexip.com, in the Corporate Governance section.
In 2021, the Board remuneration did not deviate from the Remuneration Policy.
The remuneration of the Board consists of the Base fee and the Board Committee fee.
| Remuneration | Board of Directors |
|---|---|
| Directors' fee | Yes |
| Board committee fee | Yes |
| Variable remuneration | - |
| Pension | - |
| Expenses | - |
| Other benefits | - |
| Severance pay | - |
Base fee level for the period March 2021 up to the annual general meeting in 2022 was kept at the same level as previous period (March 2020 up to general meeting in May 2021).
Board committee fee level for the period March 2020 up to the AGM in 2021 was approved at the AGM in May 2021.
In 2021 social security taxes were paid based on rates set by the authorities and in line with the policy.
(Amounts in NOK 1,000).
| Board | Audit Committee | Nomination Committee(NOK) | |
|---|---|---|---|
| (NOK) | (NOK) | ||
| Chair | 500 | 100 | 40 |
| Member | 300 | 50 | 20 |
Table 3 below includes the total remuneration of each board member in 2021. The total remuneration for each board mem-ber supports the focus of the Board on corporate strategy and are contributing to the long-term interest of the Company
Below is a specification of remuneration to the board of directors for year 2020 and 2021 (Amounts in NOK 1,000).
| Name | Position | Fixed base fee 2020 |
Fixed base fee 2021 |
Fixed base fee 2021 paid in 20225) |
|---|---|---|---|---|
| Michel Sagen1) | Chair of the board | 375 | 500 | 125 |
| Kjell Skappel | Board member | 225 | 300 | 75 |
| Per Kogstad | Board member | 225 | 300 | 75 |
| Irene Kristiansen | Board member | 159 | 300 | 75 |
| Marianne Wergeland Jenssen | Board member | 159 | 300 | 75 |
| Håkon Dahle2) | Board member | 66 | 0 | 0 |
| Aril Resen3) | Board member | 66 | 0 | 0 |
| Tom Erik Lia4) | Board member | 66 | 0 | 0 |
1) Chair of the board Michel Sagen is also a consultant for the company. Allowance related to work performed as a consultant amounted to NOK 1,257 thousand for the year 2021 (80% position from Jan to Feb and 60 % position from March to Dec) and NOK 1,756 thousand for the year 2020 (100 % position).
5) Remuneration for the period Oct to Dec 21 were paid in Jan 22.
Below is a specification of remuneration to the audit and nomination committee for year 2020 and 2021. (Amounts in NOK 1,000.)
| Name | Position | Fixed base fee 2020 |
Fixed base fee 2021 1) |
|---|---|---|---|
| Irene Kristiansen | Chair of the Audit committee | 0 | 100 |
| Kjell Skappel | Audit committee member | 0 | 50 |
| Michel Sagen | Audit committee member | 0 | 50 |
| Dag Kaada | Chair of the Nomination committee | 0 | 40 |
| Aril Resen | Nomination Committee member | 0 | 20 |
| Oddvar Fosse | Nomination Committee member | 0 | 20 |
1) Fixed base fee paid in 2021 relates to year 2020. The remuneration for year 2021 paid in 2022 will be settled on the annual general meeting in April 2022.
As of December 31, 2021, the board held shares in Pexip themselves or through companies controlled by them. The board does not receive any share-based compensation.
| Name | Position | At the end of year |
|---|---|---|
| Michel Sagen | Chair of the board | 1,563,064 |
| Kjell Skappel | Board member | 8,599 505 |
| Per Kogstad | Board member | 4,059,775 |
| Irene Kristiansen | Board member | 150,000 |
| Marianne Wergeland Jenssen | Board member | 3,000 |
The remuneration of the Executive management team is based on the Remuneration Policy adopted by the AGM. The policy is available on Pexip.com, in the Corporate Governance section.
In 2021, the executive management remuneration did not deviate from the Remuneration Policy, except for the implementation of a share option long-term incentive. Implementation of this program was paused due to the departure of the Company's CEO in August 2021 and is planned to be implemented as the new CEO comes in during May 2022.
Remuneration for executives comprise a base salary, a pension contribution, a variable short-term incentive, variable long-term incentives, and other benefits.
| Remuneration | Executive Management |
|---|---|
| Fixed salary | Yes |
| Short-term incentives | Yes |
| Long-term Share based incentives | Yes |
| Pension | Yes |
| Expenses | Yes |
| Other benefits | Yes |
| Severance pay | Yes (For the CEO) |
| Short-term incentives based on share value | - |
The fixed salary shall be the main element in the cash-based remuneration and is decided based on the nature of the position, as well as the qualifications and experience of the executive holding it. The fixed salary is assessed annually, both benchmarking the compensation to similar roles in peer companies as well as overall wage growth.
The Company firmly believes that performance-based variable cash salaries for the Senior Executives have a motivational effect and that their implementation is beneficial for the Company and its shareholders to reach the Company's business strategy, long-term interests, and sustainable business practices.
Roles that have the highest direct impact on the Company's short-term performance, such as the Chief Executive Officer and the Chief Revenue Officer, have a higher share of short-term incentives to their overall compensation than the other Senior Executive roles. For the incoming CEO, the on-target variable performance-based salary is 47% of base salary and 28-45% for other executives.
The variable cash salaries are aligned with long-term targets. Pexip has defined a set of long-term targets on Annual Recurring Revenue and Operating Margin, which form the basis for the annual business plan and forms the basis of the variable performance-based salary for Senior Executives as follows:
For both elements, under- and over-performance are rewarded on a linear scale. The plan is capped upwards at 200% of the plan. The Board can adjust targets during the year as well as introduce additional KPIs should it deem it necessary due to changes in market conditions or company performance.
The Company may demand variable cash salary refunded to the same extent it may demand fixed cash salary refunded following the expiry of the employment, typically in the event of erroneous payments or breach of contractual obligations.
The purpose of the long-term share-based incentives (SBI) is to support the alignment between the executive management and shareholder interest and ensure the retention of key talent in Pexip.
The SBI has two parts:
Due to the departure of the former CEO and the succession period, the share option SBI has not been granted, and the Board seeks to implement this program following the approval of these Remuneration Guidelines and the appointment of the new CEO after the Company's Q1 2022 presentation in May 2022.
Pexip has a pension scheme according to local standards for all employees, also covering the Executive Management Team. Pexip has a pension contribution of 5% of base salary between NOK 101,351 and NOK 1,216,212 in Norway, and 5% of base salary in the UK.
In 2021 executive management received reimbursement for reasonable expenses related to travel, business expenses, broadband and electronic communication.
In 2021 executive management received other benefits like life and accident insurance, phone etc in line with the remuneration policy.
In 2021 former CEO Odd Sverre Østlie left the company and received six months' severance pay, in line with the remuneration policy. This amounted to NOK 0.87 million.
Below is a specification of remuneration to the Executive management for year 2020 and 2021 (amounts in NOK 1,000). Remuneration is paid by the entity the Executive is employed by, which is Pexip Ltd for Giles Chamberlin and Pexip AS for the other Executives.
| Fixed | Variable | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Name of Senior Executive and position |
Reported financial year |
Base salary |
Total fixed remuneration |
Pension | Short term incentives |
Other remuneration |
Severance pay |
Long term cash incentives for share purchase |
Total variable remuneration |
Total remuneration |
Short term incentives accrued 2021 paid 2022 |
| Odd Sverre Østlie Former CEO1) |
2021 | 1,707 | 1,707 (41 %) |
38 | 1,511 | 119 | 767 | - | 2,435 (59%) |
4,142 | 958 |
| 2020 | 1,977 | 1,977 (54%) |
56 | 1,570 | 58 | - | - | 1,684 (46%) |
3,661 | - | |
| Øystein Hem CFO and |
2021 | 1,810 | 1,810 (65%) |
58 | 696 | 34 | - | 185 | 973 (35%) |
2,783 | 86 |
| interim CEO4) | 2020 | 1,396 | 1396 (57%) |
56 | 978 | 34 | - | - | 1,068 (43%) |
2,464 | - |
| Tom Erik Lia CSO2) |
2021 | 1,700 | 1,700 (62%) |
58 | 779 | 31 | - | 185 | 1053 (38%) |
2,753 | 93 |
| 2020 | 1,459 | 1,459 (52%) |
56 | 1,229 | 55 | - | - | 1,340 (48%) |
2,799 | - | |
| Giles Chamberlin Former CTO3) |
2021 | 1,330 | 1,330 (65%) |
67 | 404 | 53 | - | 185 | 709 (35%) |
2,039 | 68 |
| 2020 | 1,795 | 1,795 (66%) |
102 | 775 | 50 | - | - | 927 (34%) |
2,722 | - | |
| Nicolas Cormier CTO5) |
2021 | 1,500 | 1,500 (68%) |
61 | 434 | 33 | - | 185 | 713 (32%) |
2,213 | 57 |
| 2020 | 1,196 | 1,196 (66%) |
56 | 492 | 72 | - | - | 620 (34%) |
1,816 | - | |
| Ingrid Woodhouse CPO |
2021 | 1,232 | 1,232 (68%) |
55 | 314 | 34 | - | 185 | 588 (32%) |
1,820 | 43 |
| 2020 | 966 | 966 (69%) |
43 | 366 | 27 | - | - | 436 (31%) |
1,402 |
1) Odd Sverre Østlie left the company on August 30, 2021.Short term incentives accrued 2021 paid 2022 relates to severance pay.
2) Tom Erik Lia changed role from CCO to CSO from September 13, 2021.
3) Giles Chamberlin changed role from CTO to Software engineer from September 13, 2021.
4) Øystein Hem took over the role as interim CEO from August 23, 2021.
5) Nicolas Cormier changed role from COO to CTO from August 30, 2021.
Below is a specification of long-term incentive programmes for the Executive management.
| Name of Senior Executive and position |
Long term incentive programmes |
Strike price | Grant date | Vesting date | Number of shares preliminary allocated |
Fair value per share at grant date 1) |
Total fair value at launch |
Terminated | Number of exercised options 2021 |
Strike price exercised options 2021 |
|---|---|---|---|---|---|---|---|---|---|---|
| Odd Sverre Østlie |
Pexip 2018 program |
14.5 March 2018 | March 2022 | 50 000 | 5.3166 | 265 830 | 50 000 | 730 000 | 21,47 | |
| Former CEO | Management | 38 | May 2019 | May 2023 | 30 000 | 7.3219 | 219 657 | |||
| IPO program | 38 | May 2019 | May 2022 | 30 000 | 6.2168 | 186 504 | ||||
| Pexip 2018 program |
25 | Sept 2018 | Sept 2022 | 7 500 | 9.2884 | 69 663 | 212 500 | 31,39 | ||
| Øystein Hem | ||||||||||
| CFO and | Management | 38 | May 2019 | May 2023 | 30 000 | 7.3219 | 219 657 | |||
| interim CEO | IPO program | 38 | May 2019 | May 2022 | 30 000 | 6.2168 | 186 504 | |||
| 32 | April 2020 | April 2024 | 17 500 | 41.1654 | 720 395 | |||||
| Pexip 2020 | 32 | April 2020 | April 2023 | 17 500 | 40.2847 | 704 982 | ||||
| program | 32 | April 2020 | April 2022 | 17 500 | 39.7540 | 695 695 | ||||
| Tom Erik Lia | Management | 38 | May 2019 | May 2023 | 30 000 | 7.3219 | 219 657 | |||
| CSO | IPO program | 38 | May 2019 | May 2022 | 30 000 | 6.2168 | 186 504 | 180 000 | 38,00 | |
| Giles | ||||||||||
| Chamberlin | Management | 38 | May 2019 | May 2022 | 15 000 | 6.2168 | 93 252 | |||
| Former CTO | IPO program | 38 | May 2019 | May 2023 | 15 000 | 7.3219 | 109 829 | 180 000 | 38,00 | |
| Nicolas Cormier | ||||||||||
| CTO | Management | 38 | May 2019 | May 2022 | 30 000 | 6.2168 | 186 504 | 180 000 | 38,00 | |
| IPO program | 38 | May 2019 | May 2023 | 30 000 | 7.3219 | 219 657 | ||||
| Pexip 2018 | ||||||||||
| Ingrid | program | 25 | Nov 2018 | Nov 2022 | 7 500 | 5.7781 | 43 336 | 21 875 | 27,11 | |
| Woodhouse | ||||||||||
| CPO | Pexip 2020 | 32 | April 2020 | April 2022 | 6 875 | 39.7540 | 273 309 | |||
| program | 32 | April 2020 | April 2023 | 6 875 | 40.2848 | 276 708 | ||||
| 32 | April 2020 | April 2024 | 6 875 | 41.1654 | 283 012 |
As part of the severance agreement between Pexip and Odd Sverre Østlie, the share options from the Management IPO program is maintained, and the share options related to the ordinary share option program were cancelled.
1) Valuation is based on Black and Scholes share option valuation.
As of 31 December 2021, the Executive management held shares in Pexip as follows.
| Name | Role | At the end of the year |
|---|---|---|
| Odd Sverre Østlie | Former CEO | 406,729 |
| Tom Erik Lia | CSO | 1,438,252 |
| Giles Chamberlin | Former CTO | 1,516,101 |
| Øystein Hem | CFO and interim CEO | 109,968 |
| Nicolas Cormier | CTO | 230,573 |
| Ingrid Woodhouse | CPO | 24,930 |
Below is a specification of the KPIs for the variable remuneration to Executive management including measured performance and achievements.
| Performance criteria |
Relative weighting of the performance criteria |
Measured performance and remuneration outcome |
|
|---|---|---|---|
| The CEO and Senior | Growth in Annual Recurring Revenue, where achieving zero growth yields 0% achievement and achieving the annual target yields 100% achievement. |
80% | 81,4 % |
| executives | Development in Operating Expenses including capitalized R&D, where spend of 130% of plan yields 0% achievement, and spending according to the annual target yields 100% achievement. |
20% | 159 % |
A summary of the board and executive management remuneration for the year 2021 and comparative information from the year of the IPO (2020) is provided in the table below (amounts in NOK 1,000).
| Annual change | 2020 | 2021 | Change % | Change NOK | ||
|---|---|---|---|---|---|---|
| Directors' remuneration | ||||||
| Odd Sverre Østlie Former CEO |
3,661 | 4 142 | 13 | 481 | ||
| Øystein Hem CFO and interim CEO |
2,464 | 2,783 | 13 | 319 | ||
| Tom Erik Lia CSO |
2,799 | 2,753 | -2 | -46 | ||
| Giles Chamberlin Former CTO |
2,722 | 2,039 | -25 | -683 | ||
| Nicolas Cormier CTO |
1,816 | 2,213 | 22 | 397 | ||
| Ingrid Woodhouse CPO |
1,402 | 1,820 | 30 | 418 | ||
| Board of Directors remuneration | ||||||
| Michel Sagen Chair of the Board |
500 | 500 | - | 0 | ||
| Kjell Skappel Board member |
300 | 300 | - | 0 | ||
| Per Kogstad Board member |
300 | 300 | - | 0 | ||
| Irene Kristiansen Board member |
234 | 300 | 28 | 66 | ||
| Marianne Wergeland Jenssen Board member |
234 | 300 | 28 | 66 | ||
| Company's performance | ||||||
| Annual recurring revenue (USD Million) | 81.9 | 106.4 | 30 | 25 | ||
| EBITDA (NOK 1000) | 55,629 | -124,297 | -323 | -179,926 | ||
| Profit (Loss) for the year (NOK 1000) | -89,009 | -157,324 | 77 | -68,315 | ||
| Average remuneration on a full-time equivalent basis of employees1) | ||||||
| Employees of the company average base salary |
1,128 | 984 | -13 | -144 | ||
| Employees of the company total salary | 1,360 | 1,230 | -10 | -130 |
1) Average remuneration on a full-time equivalent basis for employees of the company includes all full-time employees.
Today, the Board of Directors has considered and adopted the Remuneration Report of Pexip Holding ASA for the financial year 1 January -. 31 December 2021.
The remuneration report is presented in accordance with section 7-31b and 7-32 of the Norwegian Accounting Act.
In our opinion, the Remuneration Report is in accordance with the Remuneration Guidelines adopted at the Annual General Meeting, and is free from material misstatements and omissions, whether due to fraud or error.
The remuneration Report will be presented for a vote at the Annual General Meeting 21 April 2022.
Oslo, March 30, 2022 Board of Directors and CEO of Pexip Holding ASA
Michel Sagen Chair of the Board
Per Kogstad Board Member
Irene Kristiansen Board Member
Kjell Skappel Board Member
Marianne Wergeland Jenssen Board Member
Deloitte AS Dronning Eufemias gate 14 Postboks 221 Sentrum NO-0103 Oslo Norway
Registrert i Foretaksregisteret Medlemmer av Den
norske Revisorforening Organisasjonsnummer: 980 211 282 14
Tel: +47 23 27 90 00 www.deloitte.no
To the General Meeting of Pexip Holding ASA
INDEPENDENT AUDITOR'S ASSURANCE REPORT ON REPORT ON SALARY AND OTHER REMUNERATION TO DIRECTORS
We have performed an assurance engagement to obtain reasonable assurance that Pexip Holding ASA report on salary and other remuneration to directors (the remuneration report) for the financial year ended 31 December 2021 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.
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.
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. Our firm applies International Standard on Quality Control 1 (ISQC 1) and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.
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.
Oslo, 30 March 2022 Deloitte
State Authorised Public Accountant
Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited ("DTTL"), its global network of member firms, and their related entities (collectively, the "Deloitte organization"). DTTL (also referred to as "Deloitte Global") and each of its member firms and related entities are legally separate and independent entities, which cannot obligate or bind each other in respect of third parties. DTTL and each DTTL member firm and related entity is liable only for its own acts and omissions, and not those of each other. DTTL does not provide services to clients. Please see www.deloitte.no to learn more.

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Lilleakerveien 2A, 0283 Oslo, Norway www.pexip.com
Annual Report 2021
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