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Tecnotree Oyj Remuneration Information 2025

Mar 14, 2025

3296_rns_2025-03-14_ef6403b7-1366-4c09-8ca1-55a2ecd878d0.pdf

Remuneration Information

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Tecnotree

REMUNERATION REPORT 2024


Tecnotree

REMUNERATION REPORT

1. INTRODUCTION

Tecnotree Corporation ("Tecnotree" or "the Company") remuneration report for 2024 (the "Report") has been prepared on the basis of the Finnish Corporate Governance Code 2020 (the "Corporate Governance Code"). In this Report, Tecnotree presents to the members of the Company's Board of Directors and the Chief Executive Officer ("CEO") the salaries, fees and other financial benefits paid and earned during the financial year 2024. In addition, the Report describes the remuneration decision-making process and key principles of remuneration at Tecnotree.

Remuneration principles 2024

Tecnotree aims to provide a level of remuneration that motivates, encourages, attracts and retains employees of the highest caliber. To maximize the effectiveness of remuneration within Tecnotree, careful consideration is taken to ensure that the remuneration elements drive the business strategy of the Company and its long-term financial interests. The Remuneration Committee is fully aware of its responsibility in ensuring that remuneration supports and drives the Company's strategic priorities and growth plan.

Tecnotree's 2024 Remuneration Report follows the remuneration policy of the Company published on 1st March 2024 ("Remuneration Policy"), which was discussed and approved by an advisory decision of the shareholders at the Annual General Meeting held on 15 April 2024.

In accordance with the new Remuneration Policy, Tecnotree emphasizes a structure that ensures both competitiveness and alignment with company objectives. The system is designed to attract and retain key talent while providing clear performance-related incentives, particularly for the CEO role. The core principles are summarized as follows:

  • Tecnotree's remuneration policy is designed to remain competitive in attracting and retaining key resources, while driving overall business objectives and positive owner value. Below is a summary of the key components:
  • Ensures the company can attract and commit top talent through market-aligned pay structures.
  • Compensation comprises a fixed salary and a performance-related bonus system tied to annual targets, measured against clear and predetermined criteria.
  • The variable compensation system is structured to promote Tecnotree's long-term financial performance and enhance shareholder value through incentivized achievements.
  • All performance-related elements use measurable, predefined metrics that encourage transparency and objectivity in assessing outcomes.

Note: While the core principles apply to all employees, the CEO's remuneration may include certain additional benefits aligned with the responsibilities and nature of the position.

Fair, competitive and encouraging remuneration of Tecnotree's management and personnel is the subject of continuous development and evaluation in the Company. The Board of Directors and the Remuneration Committee regularly monitor and assess the compliance, performance and outcome of the remuneration model in place and, if needed, suggest amendments to the same. In connection with these evaluations, the Remuneration Committee may make recommendations to engage external experts to assess, among other things, the level of requirements for different work tasks and their impact on remuneration.

Tecnotree had employee incentive program 2021-2024 designed to align the participants' focus with Tecnotree's growth strategy and long-term success. The LTI Plan included Restricted Share Units (RSUs) giving a contractual right to receive shares over the next 3-year period as per an equated semi-annual vesting schedule.

Further, Tecnotree has a stock option program for the key personnel of the Group. The stock options are marked with four different symbols, all of which have a release criterion based on a different market.

EUR 1,000 2020 2021 2022 2023 2024
Board fees* 195 274 574 584 405
CEO remuneration 2 584 3 040 3 033 3 217 1 781
Average employee Salaries and Wages 29 31 29 28 23
Revenue (MEUR) 52.8 64.2 71.6 78.4 71.6
Operating Profit (MEUR) 18.6 23.7 18.3 23.8 23.8

*The Board fees for 2024 is 405, of which 84 was paid in 2024.


Tecnotree

value. Tecnotree's employee incentive program which started in 2021 was completed in 2024. Company has not implemented any new incentive program.

Deviation from the Remuneration Policy

During the financial year 2024, the Remuneration Policy was followed for the remuneration of the Board of Directors and the CEO, and there were no deviations from the same.

Remuneration and business development 2020–2024

Above is a description of how the remuneration paid to the members of Tecnotree's Board of Directors and the CEO has developed proportionally during the previous five (5) financial years, as compared to the development of the average remuneration of Tecnotree Group employees and the financial development of Tecnotree during the same period.

2. BOARD REMUNERATION FOR THE FINANCIAL YEAR 2024

The General Meeting of Tecnotree decides the remuneration payable to the Board of Directors. The Annual General Meeting (AGM) in April 2024 approved the Board's annual fees at:

  • EUR 210,000 for the Chairman,
  • EUR 120,000 for the Vice Chairman
  • EUR 70,000 for other Directors

with approximately 45% of the remuneration payable in Tecnotree shares and 55% in cash. For the period from January to March 2024, Board remuneration continued at the 2023 AGM-approved rates, after which the 2024 AGM rates came into effect from 15 April 2024.

On 9 August 2024, as part of the Company's broader cost-optimization measures, the Board unanimously resolved to reduce its remuneration by 35%, effective retroactively from 15 April 2024. Consequently, for the period 15 April to 31 December 2024, fees were adjusted to reflect the new AGM-approved rates, reduced by 35%. The total board fees payable for 2024 totaled to EUR 405,888.

No options or other share-based payments have been granted to Board members for their work on the Board. Travel expenses incurred for Board meetings are reimbursed in accordance with the company's travel policy.

Remuneration paid to the members of the Board of Directors during the financial year 1.1.2024.–31.12.2024:

Board member Remuneration, EUR
Neil Macleod 157,845
Jyoti Desai 90,197
Conrad Neil Phoenix 52,615
Anders Fornander 52,615
Johan Hammarén 52,615
TOTAL 405,888

3. REMUNERATION OF THE CEO FOR THE FINANCIAL YEAR 2024

The Board of Directors of Tecnotree adopt

and evaluate the principles and elements of the remuneration for the CEO on an annual basis. The remuneration of the CEO follows the Company's Remuneration Policy in force. All changes in the CEO's salary and remuneration are subject to the approval of the Board of Directors.

The CEO of the Company is Padma Ravichander. The remuneration of the CEO consists of fixed remuneration, variable remuneration consisting of long-term and short-term incentive, pension, transportation allowance, housing benefit, employee wellness benefits, employee insurance benefits, fringe benefits, bonuses and other financial benefits. The objective is to have a good balance of rewarding elements, and to guarantee a market competitive level of fixed remuneration supported with short- and long-term incentive schemes aimed at driving Company performance and providing an appropriate reward.

The CEO is eligible for benefits laid down in the Remuneration Policy or as may be amended and approved by the Board and shareholders from time to time.

The total earned (paid) remuneration for the CEO in the period 1 January 2023 to 31 December 2024 is presented in below table.

CEO remuneration 2023 2024
Fixed annual base salary 1,097 960
Other benefits 175 190
Performance bonus and shares at delivery date/s value 2,119 631
TOTAL, EUR 1,000 euros 3,217 1,781