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Pexip Holding
Remuneration Information • Mar 27, 2025
3711_rns_2025-03-27_9eb8e474-29c1-4353-8fbc-80eca91afe5f.pdf
Remuneration Information
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Remuneration Report
Pexip Holding ASA 2024
Background
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.
Purpose
The Company's Remuneration Policy adopted at the Annual General Meeting (AGM) in May 2021, and last updated and approved at the AGM in April 2024 provides the framework for the remuneration of the Board of Directors (the Board) in 2024. This 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 Remuneration Policy has been introduced to comply with the regulatory framework. The Policy is a continuation of the previous remuneration principles to ensure that:
- The policy is formulated in a clear and understandable way and contributes to the Company's business strategy, long-term interests, and economic viability.
- The policy contains comprehensible, exhaustive, and complete criteria for receiving variable remuneration in the form of bonuses, remuneration, services, etc.
- The remuneration policy explains how the pay and employment conditions of employees of the Company were considered when establishing the remuneration policy.
- The remuneration report will be reported on an annual basis to comply with these guidelines.
- The policy contains comprehensible, exhaustive, and complete criteria for receiving variable remuneration.
- Remuneration is compared regularly to benchmarks of general industry companies and European Software as a service company.
Overall Company Performance
In 2024 Pexip continued to deliver strong results improving both growth rates and margins. In terms of growth, the Company closed at 10% ARR growth which was the very high end of the guiding range for the year. In terms of EBITDA, the Company converted 74% of incremental revenue growth to EBITDA and improved EBITDA margins with 7 p.p., with a high conversion from EBITDA to free cash flow.
At the end of 2023, the Company stated an ambition to deliver 5-10% ARR growth and 13-17% Adjusted EBITDA margin in 2024. The end result was at the very high end of the range for both components. The company maintains its now near-term targets of +10% ARR growth and +20% EBITDA margin. In addition, it introduced a long-term ambition of achieving Rule of 40 performance across ARR growth and EBITDA margins.
Key Developments in Board Remuneration
At the AGM on April 12, 2024, there were no changes made to the board. Both the Chair of the board and the board members were re-elected to represent the interests of the shareholders in the best possible manner. The number of board members was kept at the same level with a total of five members.
Pexip's nomination committee performs an annual review of the remuneration to the board. The base remuneration for the Chair of the board and the Board members has been unchanged in the period, approved on the AGM on April 12, 2024. The remuneration for the Audit Committee was decided at the AGM in April 2024.
The remuneration of the Chair of the Board amounted to NOK 600 000 for his role as the Chair of the Board for the calendar year 2024.
The remuneration for the Board and the Board Committees was approved by the AGM in April 2024.
Key Developments in Executive Management Remuneration
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. The initial LTI grant was implemented in May 2022, with an additional grant of LTIs in August 2023. No LTIs were granted in 2024. An additional grant of LTI's was done in February 2025.
For Senior Executives excluding the CEO, fixed remuneration increased 6% to NOK 10.96 million (NOK 10.33 million), while total variable remuneration increased 56% to NOK 10.28 million (NOK 6.60 million).
For the CEO, his fixed remuneration was NOK 4.7 million, and his variable remuneration was NOK 5.6 million. For the period he served in 2023, his fixed remuneration was NOK 4.0 million, and his variable remuneration was NOK 3.5 million.
Feedback from shareholders
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.
Remuneration of the Board of Directors
Policy
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 2024, the Board remuneration did not deviate from the Remuneration Policy.
Composition of Remuneration to the Board
The remuneration of the Board consists of the Base fee and the Board Committee fee. In addition, the Company has a Directors liability insurance policy with a reputable insurer.
Table 1 - Remuneration composition
| Remuneration | Board of Directors |
|---|---|
| Directors' fee | Yes |
| Board committee fee | Yes |
| Variable remuneration | - |
| Pension | - |
| Expenses | - |
| Other benefits | - |
| Severance pay | - |
Directors' fee
For the Chair of the Board, the base fee level for the period 12st of April 2024 up to the annual general meeting in 2025 was the same as the previous period at NOK 600 000, adopted at the annual general meeting in 2024.
For other Board members, the base level fee for the period April 12 up to the annual general meeting in 2025 was the same as the previous period at NOK 350 000, adopted at the annual general meeting in 2024.
Board committee fee:
The fee level for the additional responsibility of serving in Board committees is determined retrospectively by the Nomination Committee. For the period up to the Annual General Meeting on April 12, 2024, the head of the audit committee received remuneration of NOK 100,000 and the members of the audit committee received remuneration of NOK 50,000.
Social security tax
In 2024 social security taxes were paid based on rates set by the local authorities and in line with the policy.
Table 2 - Board and committee fee levels 2024
(Amounts in NOK 1,000).
| Board | Audit Committee | Nomination Committee | |
|---|---|---|---|
| (NOK) | (NOK) | (NOK) | |
| Chair | 600 | 100 | 50 |
| Member | 350 | 50 | 25 |
Table 3 below includes the total remuneration of each board member in 2024. The total remuneration for each board member supports the focus of the Board on corporate strategy and are contributing to the long-term interest of the Company
Table 3 - Actual remuneration of the Board
Below is a specification of remuneration to the board of directors for year 2023 and 2024 (Amounts in NOK 1,000).
| Name | Position | Fixed base fee 20236) |
Fixed base fee 2023 paid in 20241) |
Fixed base fee 2024 |
Fixed base fee 2024 paid in 20252) |
|---|---|---|---|---|---|
| Kjell Skappel3) | Chair of the Board | 461,3 | 150 | 600 | 150 |
| Irene Kristiansen | Board member | 350 | 87,5 | 350 | 87,5 |
| Phillip Austern | Board member | 350 | 87,5 | 350 | 87,5 |
| Geir Langfeldt Olsen4) | Board member | 155,7 | 87,5 | 350 | 87,5 |
| Silvija Seres5) | Board member | 155,7 | 87,5 | 350 | 87,5 |
1) Remuneration for the period Oct to Dec 23 were paid in Jan 24.
2) Remuneration for the period Oct to Dec 24 were paid in Jan 25.
5) Silvija Seres was elected Board Member at the annual general meeting in April 2023.
6) Fixed based fee 2023 related to the period up until the AGM held in April 2023 also includes remuneration paid to former Chair of the Board Michel Sagen (333), former Board member Per Haug Kogstad (194,2), former Board member Marianne Wergeland Jenssen (194,2) and former Board member Asta Ellingsen Stenhagen (194,2).
3) Kjell Skappel's position as a Vice chair of the Board ended at the annual general meeting in April 2023, where he was elected Chair of the Board, taking over from Michel Sagen.
4) Geir Langfeldt Olsen was elected Board Member at the annual general meeting in April 2023.
Table 4 – Actual remuneration of the committees
Below is a specification of remuneration to the audit and nomination committee for year 2023 and 2024. (Amounts in NOK 1,000.)
| Name | Position | Fixed base fee 20231) |
Fixed base fee 20242) |
|---|---|---|---|
| Irene Kristiansen | Chair of the Audit committee | 100 | 100 |
| Kjell Skappel3) | Former Audit committee member | 0 | 50 |
| Michel Sagen4) | Former Audit committee member | 50 | 0 |
| Marianne Wergeland Jenssen5) | Former Audit committee member | 50 | 0 |
| Geir Langfeldt Olsen6 | Audit committee member | 0 | 50 |
| Dag Kaada | Chair of the Nomination committee | 50 | 50 |
| Aril Resen | Nomination Committee member | 25 | 25 |
| Oddvar Fosse | Nomination Committee member | 25 | 25 |
1) Fixed base fee paid in 2023 relates to year 2022.
3) Kjell Skappel was selected to take over the position as an audit committee member from year 2023.
2) Fixed base fee paid in 2024 relates to year 2023. The remuneration for year 2024 paid in 2025 will be settled on the annual general meeting in April 2025.
4) Michel Sagen's position as an audit committee member ended in 2022. Geir Langfeldt Olsen was selected to take over the position from year 2023.
5) Marianne Wergeland Jenssen's position as an audit committee member ended in 2022.
6) Geir Langfeldt Olsen was selected to take over the position as an audit committee member from year 2023.
Table 5 – Shareholdings by the board 2024
As of December 31, 2024, 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 2024 |
|---|---|---|
| Kjell Skappel | Chair of the Board | 10,382,442 |
| Irene Kristiansen | Board member | 150,000 |
| Phillip Austern | Board member | 100,000 |
| Geir Langfeldt Olsen | Board member | 1,178,312 |
| Silvija Seres | Board member | 0 |
Remuneration of the Executive Management Team
Policy
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.
The executive management remuneration did not deviate from the Remuneration Guidelines.
Remuneration composition
Remuneration for executives comprises a base salary, a pension contribution, a variable short-term incentive, variable long-term incentives, and other benefits. In addition, the Company has a Directors liability insurance policy with a reputable insurer.
Table 6 - Remuneration composition
| 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 | - |
| Short-term incentives based on share value | - |
Fixed salary
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.
Short-term incentives
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 CEO, the on-target short-term variable performance-based salary is 55% of base salary and 37-54% for other executives.
The variable cash salaries are aligned with long-term targets. For 2024, Pexip had defined a set of long-term targets on Annual Recurring Revenue and Operating Expenses, which form the basis for the annual business plan and forms the basis of the variable performance-based salary for Senior Executives as follows:
- Annual Recurring Revenue, where achieving 90% of target at the end of the year yields 0% and achieving 100% of the annual target yields 100% achievement.
- Development in EBITDA adjusted for other gains and losses and capitalized own R&D, where 60% of target yields 0% achievement and 100% of plan yields 100% achievement.
For both elements, under- and over-performance were rewarded on a linear scale. The plan was capped upwards at 200% of the plan for each element. 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.
Long-term share-based incentives
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:
- Part one of the SBI provides a cash amount to eligible executives, who must invest the net amount after tax in Pexip shares within one month after the grant and retain the shares for a minimum of 3 years. After the lock-up, executives are free to keep or sell the shares at their discretion. The conditions for the cash amount are equal to the variable performance-based salary.
- Part two of the SBI is based on share options. The share options will have a strike equal to the volumeweighted average of the past seven days before the award.
A share option SBI was granted in May 2022 with vesting in December 2024. A further share option SBI was granted in August 2023 with vesting of one third in December 2024, December 2025 and December 2026.
Pension
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 0 and NOK 1,488,336 in Norway which is the location of Pexip's HQ.
Expenses:
In 2024 executive management received reimbursement for reasonable documented expenses related to travel, business expenses, broadband and electronic communication.
Other benefits
In 2024 executive management received other benefits like life and accident insurance, phone etc in line with the remuneration policy.
Table 7 - Actual remuneration of Executive management
Below is a specification of remuneration to the Executive management for year 2023 and 2024 (amounts in NOK 1,000). Remuneration is paid by the entity the Executive is employed by, which is Pexip France SAS for Ian Mortimer 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 purchase6) |
Total variable remuneration |
Total remuneration |
Short term incentives accrued 2024 paid 2025 |
Long term incentives accrued 2024 paid 2025 |
| Trond Johannessen CEO |
2024 | 4,660 | 4,660 (45%) |
73 | 2,483 | 367 | - | 2,736 | 5,660 (55%) |
10,320 | 1,219 | 1,392 |
| 2023 | 4,030 | 4,030 (53%) |
71 | 2,102 | 348 | - | 1,005 | 3,526 (47%) |
7,556 | 497 | 468 | |
| Øystein Hem CFO |
2024 | 2,756 | 2,756 (54%) |
73 | 1,358 | 138 | - | 748 | 2,317 (46%) |
5,073 | 666 | 363 |
| 2023 | 2,629 | 2,629 (63%) |
70 | 892 | 170 | - | 423 | 1,555 (37%) |
4,183 | 273 | 156 | |
| Ingrid Woodhouse CPO |
2024 | 1,503 | 1,503 (52%) |
73 | 514 | 52 | - | 748 | 1,387 (48%) |
2,890 | 252 | 363 |
| 2023 | 1,432 | 1,432 (62%) |
67 | 366 | 56 | - | 423 | 883 (38%) |
2,315 | 104 | 156 | |
| Åsmund | 2024 | 2,074 | 2,074 (46%) |
78 | 1,308 | 349 | - | 748 | 2,483 (54%) |
4,557 | 635 | 363 |
| Fodstad CRO |
2023 | 1,972 | 1,972 (53%) |
71 | 887 | 373 | - | 423 | 1,744 (47%) |
3,716 | 273 | 156 |
| Patricia Auseth | 2024 | 1,498 | 1,498 (53%) |
73 | 451 | 81 | - | 748 | 1,352 (47%) |
2,850 | 221 | 363 |
| CMO | 2023 | 1,421 | 1,421 (66%) |
67 | 293 | 67 | - | 423 | 850 (37%) |
2,271 | 91 | 156 |
| Ian Mortimer CTO |
2024 | 1,679 | 1,679 (55%) |
67 | 564 | 53 | - | 710 | 1,394 (45%) |
3,073 | 285 | 372 |
| 2023 | 1,555 | 1,555 (66%) |
62 | 384 | 78 | - | 267 | 792 (34%) |
2,347 | 117 | 99 | |
| Helge Hansen COO 1) |
2024 | 1,452 | 1,452 (52%) |
72 | 498 | 84 | - | 696 | 1,350 (48%) |
2,802 | 272 | 363 |
| 2023 | 1,322 | 1,322 (63%) |
65 | 335 | 89 | - | 282 | 771 (37%) |
2,094 | 104 | 104 |
1) Helge Hansen changed role from SVP Product Management to COO on September 1, 2024.
Table 8 – Long term incentive programmes/Options by Executive management
Below is a specification of long-term incentive programmes for the Executive management. (Amounts in NOK 1,000)
| Name of Senior Executive and position |
Long term incentive programmes |
Strike price (NOK) |
Grant date | Vesting date | Number of shares preliminary allocated at year-end 2024 |
Fair value per share at grant date1) (NOK) |
Total fair value at launch (NOK) |
Terminated/ Cancelled 2024 |
Number of exercised options/RSUs 2024 |
Strike price exercised options/RSUs 2024 |
|---|---|---|---|---|---|---|---|---|---|---|
| Trond Johannessen CEO |
Pexip LTI plan 2022 |
17.28 | May 2022 | December 2024 | 90 000 90 000 90 000 |
4.7027 5.0125 4.7027 |
423 243 451 125 423 243 |
- | - | - |
| Pexip LTI plan 2023 |
19.75 | August 2023 | December 2024 December 2025 December 2026 |
133 333 133 333 133 334 |
5.6097 7.1275 8.3443 |
747 959 950 328 1 112 578 |
||||
| Pexip 2020 program |
32 | April 2020 | April 2022 April 2023 April 2024 |
17 500 17 500 17 500 |
39.754 40.2847 41.1654 |
695 695 704 983 720 395 |
- | - | - | |
| Øystein Hem CFO |
Pexip 2018 program |
25 | September 2018 | September 2022 | 9.2884 | 69 663 | - | 7 500 | 25 | |
| Pexip LTI plan 2022 |
17.28 | May 2022 | December 2024 | 66 667 66 667 66 666 |
4.7028 4.7028 5.0125 |
313 520 313 520 334 163 |
- | |||
| Pexip LTI plan 2023 |
19.75 | August 2023 | December 2024 December 2025 December 2026 |
53 333 53 333 53 334 |
5.6097 7.1275 8.3443 |
299 183 380 130 445 035 |
||||
| Ingrid Woodhouse |
Pexip 2020 program |
32 | April 2020 | April 2022 April 2023 April 2024 |
6 875 6 875 6 875 |
39.754 40.2847 41.1654 |
273 309 276 958 283 012 |
- | - | - |
| CPO | Pexip 2018 program |
25 | November 2018 | November 2022 | 5.7781 | 43 336 | - | 7 500 | 25 | |
| Pexip LTI plan 2022 |
17.28 | May 2022 | December 2024 | 40 000 40 000 40 000 |
4.7027 5.0125 4.7027 |
188 111 200 500 188 111 |
- | - | - | |
| Pexip LTI plan 2023 |
19.75 | August 2023 | December 2024 December 2025 December 2026 |
40 000 40 000 40 000 |
5.6097 7.1275 8.3443 |
224 388 285 099 333 772 |
||||
| Åsmund Fodstad CRO |
Pexip LTI plan 2022 |
17.28 | May 2022 | December 2024 | 53 333 53 333 53 334 |
4.7027 4.7027 5.0125 |
250 813 250 813 267 336 |
- | - | - |
| Pexip LTI plan 2023 |
19.75 | August 2023 | December 2024 December 2025 December 2026 |
53 333 53 333 53 334 |
5.6097 7.1275 8.3443 |
299 183 380 130 445 035 |
||||
| Patricia Auseth | Pexip 2020 program |
85 | November 2020 | November 2022 November 2023 November 2024 |
3 000 6 000 6 000 |
12.3778 13.7798 15.8138 |
37 133 82 679 94 882 |
- | - | - |
| CMO | Pexip LTI plan 2022 |
17.28 | May 2022 | December 2024 | 40 000 40 000 40 000 |
4.7027 5.0125 4.7027 |
188 111 200 500 188 111 |
- | - | - |
| Pexip LTI plan 2023 |
19.75 | August 2023 | December 2024 December 2025 December 2026 |
40 000 40 000 40 000 |
5 6097 7.1275 8.3443 |
224 388 285 099 333 772 |
||||
| Pexip 2019 program |
32 | October 2019 | October 2021 October 2022 October 2023 |
2 000 4 000 4 000 |
7.0833 8.2130 9.2057 |
14 166 32 852 36 823 |
- | - | - | |
| Ian Mortimer CTO |
Pexip LTI plan 2022 |
17.28 | May 2022 | December 2024 | 40 000 40 000 40 000 |
4.7027 5.0125 4.7027 |
188 111 200 500 188 111 |
- | - | |
| Pexip LTI plan 2023 |
19.75 | August 2023 | December 2024 December 2025 December 2026 |
53 333 53 333 53 334 |
5.6097 7.1275 8.3443 |
299 183 380 130 445 035 |
||||
| RSU plan | - | January 2022 | February 2025 |
3 900 | 36.68 | 143 052 | - | - | - |
| Name of Senior Executive and position |
Long term incentive programmes |
Strike price (NOK) |
Grant date | Vesting date | Number of shares preliminary allocated at year-end 2024 |
Fair value per share at grant date1) (NOK) |
Total fair value at launch (NOK) |
Terminated/ Cancelled 2024 |
Number of exercised options/RSUs 2024 |
Strike price exercised options/RSUs 2024 |
|---|---|---|---|---|---|---|---|---|---|---|
| Helge Hansen COO |
Pexip 2020 program |
50 | May 2020 | May 2022 May 2023 May 2024 |
2 000 4 000 4 000 |
56.6297 57.4259 58.7631 |
113 259 229 704 235 052 |
- | - | - |
| Pexip LTI plan 20222) |
17.28 | May 2022 November 2022 |
December 2024 | 40 000 40 000 40 000 |
0.8336 1.6402 0.8336 |
33 343 65 608 33 343 |
- | - | ||
| Pexip LTI plan 2023 |
19.75 | August 2023 | December 2024 December 2025 December 2026 |
40 000 40 000 40 000 |
5.6097 7.1275 8.3443 |
224 388 285 099 333 772 |
||||
| RSU plan | - | January 2022 | February 2025 |
1 617 | 36.68 | 59 311 | - | - | - |
1) Valuation is based on Black and Scholes share option valuation.
2) The fair value of these shares has been changed since 2022 to align with the exact same terms of the programme as for the other participants.
Table 9 – Shareholdings by the Executive management 2024
As of 31 December 2024, the Executive management held shares in Pexip as follows.
| Name | Role | At the end of 2024 |
|---|---|---|
| Trond Johannessen | CEO | 160,000 |
| Øystein Hem | CFO | 161,468 |
| Ingrid Woodhouse | CPO | 68,180 |
| Åsmund Fodstad | CRO | 557,275 |
| Patricia Auseth | CMO | 32,134 |
| Ian Mortimer | CTO | 54,667 |
| Helge Hansen | COO | 12,700 |
Table 10 – KPIs for variable remuneration and goal achievement for 2024
Below is a specification of the KPIs for the variable remuneration to Executive management including measured perfor-mance and achievements.
| Performance criteria |
Relative weighting of the performance criteria |
Measured performance and remuneration outcome |
||
|---|---|---|---|---|
| The CEO and Senior | Annual Recurring Revenue | 50% | 105% of target, yielding 149% in outcome |
|
| executives | EBITDA | 50% | 128% of target, yielding 169% in outcome |
Remuneration and company performance year 2020 - 2024
A summary of the board and executive management remuneration for the year 2020 to 2024 and comparative information from the year of the IPO (2020) is provided in the table below (amounts in NOK 1,000).
Table 11 – Comparative information on the change of remuneration and company performance
| Annual change | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Directors' remuneration | |||||
| Trond Johannessen CEO |
- | - | 3,418 | 7,556 (121 %) |
10,320 (37 %) |
| Odd Sverre Østlie Former CEO |
3,661 | 4 142 (13 %) |
1,245 (-70%) |
- | - |
| Øystein Hem CFO |
2,464 | 2,783 (13 %) |
3,557 (28 %) |
4,183 (18 %) |
5,073 (21 %) |
| Tom Erik Lia Former CSO |
2,799 | 2,753 (- 2 %) |
1,594 (- 42 %) |
- | - |
| Nicolas Cormier Former CTO |
1,816 | 2,213 (22 %) |
2,028 (- 8 %) |
- | - |
| Ingrid Woodhouse CPO |
1,402 | 1,820 (30 %) |
2,070 (14 %) |
2,315 (12 %) |
2,890 (25 %) |
| Åsmund Fodstad CRO |
- | - | 3,181 | 3,716 (17 %) |
4,557 (23 %) |
| Patricia Auseth CMO |
- | - | 1,932 | 2,271 (18 %) |
2,850 (25 %) |
| Ian Mortimer CTO |
- | - | 1,720 | 2,347 (36 %) |
3073 (31 %) |
| Helge Hansen COO |
- | - | 1,473 | 2,094 (42 %) |
2,802 (34 %) |
| Board of Directors remuneration | |||||
|---|---|---|---|---|---|
| Michel Sagen | 500 | 500 | 544,2 | 332 | |
| Former Chair | (9 %) | (- 39 %) | - | ||
| Kjell Skappel | |||||
| Chair, Former Vice Chair | 300 | 300 | 322,1 | 461 | 600 |
| of the Board | (7 %) | (43 %) | (30 %) | ||
| Per Haug Kogstad | 300 | 300 | 322,1 | 194 | |
| Former Board member | (7 %) | (- 40 %) | - | ||
| Irene Kristiansen | 234 | 300 | 322,1 | 350 | 350 |
| Board member | (28 %) | (7 %) | (9 %) | (0 %) | |
| Marianne Wergeland Jenssen | 234 | 300 | 322,1 | 194 | |
| Former Board member | (28 %) | (7 %) | (- 40 %) | - | |
| Asta Ellingsen Stenhagen | 194 | ||||
| Former Board member | - | - | 87,5 | (122 %) | - |
| Phillip Austern | - | - | 350 | 350 | |
| Board member | 87,5 | (300 %) | (0 %) | ||
| Geir Langfeldt | - | - | 350 | ||
| Board member | - | 156 | (124 %) | ||
| Silvija Seres | - | - | 350 | ||
| Board member | - | 156 | (124 %) | ||
| Company's performance | |||||
| Annual recurring revenue | 81.9 | 106.4 | 99.6 | 102.8 | 113.1 |
| (USD Million) | (30 %) | (- 6 %) | (3 %) | (10 %) | |
| EBITDA (NOK 1000) | 55,629 | -124,297 | -245 285 | 102,355 | 190,778 |
| (-323 %) | (-97 %) | (142 %) | (86 %) | ||
| Profit (Loss) for the year | -89,009 | -157,324 | -262,248 | -79,786 | 117,905 |
| (NOK 1000) | (-77 %) | (-67 %) | (70 %) | (248 %) | |
| Average remuneration on a full-time equivalent basis of employees1) | |||||
| Employees of the company average | 984 | 999 | 1,160 | 1,241 | |
| base salary | 1,128 | (- 13 %) | (2 %) | (16 %) | (7%) |
| Employees of the company total salary | 1,360 | 1,230 | 1,333 | 1,729 | 1,976 |
| (- 10 %) | (8 %) | (30 %) | (14 %) | ||
| Average remuneration on a full-time equivalent basis of employees excluding management2) | |||||
| Employees (excluding management) of | 1,120 | 976 | 990 | 1,141 | 1,217 |
| the company average base salary | (-13 %) | (1 %) | (15 %) | (7 %) | |
| Employees (excluding | |||||
| management) of the company total | 1,130 | 1,038 | 1,157 | 1,475 | 1,730 |
| salary | (- 8 %) | (11 %) | (27 %) | (17%) |
1) Average remuneration on a full-time equivalent basis for employees of the company includes all full-time employees.
2) Average remuneration on a full-time equivalent basis for employees not part of the management group. Includes all full-time employees.
The Board of Director's Statement on the Remuneration Report
Today, the Board of Directors has considered and adopted the Remuneration Report of Pexip Holding ASA for the financial year 1 January - 31 December 2024.
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.
Oslo, March 26, 2025 Board of Directors and CEO of Pexip Holding ASA
Kjell Skappel Chair of the Board
Irene Kristiansen Board Member
Phillip Austern Board Member
Silvija Seres Board Member
Geir Langfeldt Olsen Board Member
Trond K. Johannessen CEO
Deloitte AS Dronning Eufemias gate 14 Postboks 221 NO-0103 Oslo Norway
+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
Opinion
We have performed an assurance engagement to obtain reasonable assurance that Pexip Holding ASA's report on salary and other remuneration to directors (the remuneration report) for the financial year ended 31. December 2024 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 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. 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.
Oslo, 26 March 2025 Deloitte AS
Torgeir Dahle
State Authorised Public Accountant (This document is signed electronically)
Deloitte AS and Deloitte Advokatfirma AS are the Norwegian affiliates of Deloitte NSE LLP, a member firm of Deloitte Touche Tohmatsu Limited ("DTTL"), its network of member firms, and their related entities. DTTL and each of its member firms are legally separate and independent entities. DTTL (also referred to as "Deloitte Global") does not provide services to clients. Please see www.deloitte.no for a more detailed description of DTTL and its member firms.
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Annual Report 2021