Remuneration 2025
The Annual General Meeting of Fondia Plc decided on 20 March 2025 on the remuneration of the members of the Board of Directors as follows:
EUR 3,500 per month will be paid to the Chair of the Board of Directors and EUR 2 000 per month to the other members of the Board of Directors. Travel expenses will be reimbursed in accordance with the maximum amount of the current travel allowance base set by the Tax Administration. The remuneration of the Board of Directors was not increased compared to the previous year.
Remuneration of Timo Lappi, CEO, for the financial year 2025
The cash salary of the CEO is EUR 18,000 per month gross (from 19 May 2025).
In addition, the CEO receives the usual fringe benefits (e.g. telephone and lunch allowance).
The maximum bonus is a fixed cash salary of four months, the Board of Directors decides on the bonus targets separately each year.
The CEO participates in the fourth performance period of the company's long-term share-based commitment and incentive plan (the "share plan") for 2025–2027. Under the share plan, participants have the opportunity to earn Fondia Oyj shares based on earning criteria set by the Board of Directors related to the company's financial and strategic performance.
The maximum number of shares that the CEO can earn during the performance period is 20,000 Fondia shares. The bonus shares payable based on the achievement of the targets will be paid in accordance with the terms and conditions of the plan after the end of the performance period, by the end of May 2028. The CEO must hold at least one quarter of the shares he receives under the share plan until the total value of his shareholding in the company equals half of his annual salary for the previous year. This number of shares in Fondia Plc must be held for as long as his membership of the Group Management Team continues.
The pension coverage of the CEO is determined in accordance with the Employees' Pension Act and no supplementary pension arrangements have been agreed by the company.
The CEO's contract is in force until further notice. In addition, the contract may be terminated by either party upon with six month's notice. If the company terminates the contract with notice, the CEO is entitled to compensation equivalent to six months' salary.
Click here to view Fondia''s Remuneration Report 2025
The remuneration of the CEO and the Group Management Team is in line with the principles of the remuneration policy.
Remuneration of the rest of the Group Management Team
Compensation for the rest of the Group Management Team consists of a base salary, fringe benefits and a calendar-year bonus linked to the achievement of business objectives. The bonus for the members of the Group Management Team is limited to 25% of the annual salary. The Group Management Team is part of Fondia Plc's general bonus scheme, the amount and objectives of which are decided annually. The targets are determined by a combination of company and personal objectives.
The members of the Group Management Team do not have personal remuneration schemes based on shares or options or other special rights entitling them to shares.
The members of the Group Management Team may participate in the company's long-term share-based commitment and incentive plan ("share plan") as decided by the Board of Directors. Under the share plan, participants have the opportunity to earn shares in Fondia Plc based on performance criteria set by the Board of Directors related to the financial and strategic performance of the company. Members of the Group Management Team have so far participated in the first vesting period 2022–2024 and the third vesting period 2024–2026 of the share plan.
The share plan is performance-based and consists of performance periods of three financial years. For both the 2022–2024 and 2024–2026 performance periods, awards are based on the development of the Fondia Group's EBIT and total shareholder return (TSR) during the performance period. For each of the two performance periods, the maximum number of shares that can be received by a member of the Group Management Team participating in the plan is 10 133 Fondia shares. In accordance with the terms of the plan, the performance shares payable on achievement of the targets will be settled at the end of the performance period by the end of May 2025 for the 202–-2024 performance period and by the end of May 2027 for the 2024–2026 performance period.
A member of the Group Management Team must own at least one quarter of the shares he or she receives as remuneration under the share plan until the total value of his or her shareholding in the company equals half of his or her annual salary for the previous year. This number of shares must be held for as long as his membership of the Group Management Team continues.
The members of the Group Management Team are entitled to participate in the share savings plan for employees of the Fondia Group in accordance with its terms.
The notice period for members of the Group Management Team is between two and six months. The members of the Group Management Team have no agreement on supplementary pensions.
