Remuneration

Board members' emoluments

Digia Plc’s Nomination Committee draws up a proposal for the emoluments to be paid to Board members and the grounds for reimbursement of expenses. The Shareholders' Meeting decides on the emoluments payable to Board members and the grounds for reimbursement of expenses.

The remuneration of the company’s Board of Directors is based on a fixed monthly fee and meeting fees. The amounts of the fees paid to each Board member depend on the role in question – chair, vice chair and member of the Board and chair and member of a committee. The company does not grant stock options or share-based remuneration for work on the Board.

The 2025 Annual General Meeting decided on the payment of monthly remunerations of EUR 3,500 to Board members, EUR 4,500 to the Vice Chair and EUR 6,000 to the Chair for their work on the Board for the duration of the term expiring at the end of the 2026 Annual General Meeting. In addition, fees of EUR 1,000 to the Chair and EUR 500 to other members are paid per each Board and Board Committee meeting. Board members will be reimbursed for ordinary and reasonable expenses resulting from Board work against an invoice.

The fees paid to Board members for the previous fiscal year are disclosed in the Remuneration Report.

Remuneration of the CEO and other members of the Group Management Team

The company’s goal is to provide a competitive and incentivising total remuneration scheme for the CEO and members of the Group Management Team. In determining remuneration, a comparison with selected comparable companies is taken into account.

Digia Plc’s Compensation Committee draws up a proposal for the CEO’s salary, emoluments and other benefits. The Compensation Committee works with the CEO to draw up a proposal for the salaries, emoluments and other benefits payable to other members of the Group Management Team. External experts and market analyses are employed whenever necessary. The Board of Directors decides on the salary, emoluments and other benefits payable to the CEO. The Remuneration Committee decides, under the authorisation of the Board of Directors, on the salaries, emoluments and other benefits payable to other members of the Group Management Team on the basis of the CEO’s proposal.

Digia has an agreement with Allshares Ltd for the coordination of the company's share-based incentive schemes, their associated share management, and the payment of incentives to individuals in accordance with the terms and conditions of the schemes.

Total remuneration for the CEO and members of the Group Management Team consists of fixed and variable components. Fixed remuneration components are all financial benefits whose monetary value is known to the parties in advance, such as annual salary and fringe benefits. Variable remuneration components include all bonuses whose monetary value is dependent on the individual’s performance or an externally determined factor, such as the performance of the company’s financial or non-financial indicators. The overall remuneration of the CEO and members of the Group Management Team consists of the following parts:

The current remuneration of the CEO

Current remuneration of the Group Management Team

The remuneration of the Group Management Team in the 2025 fiscal year complies with the same principles as remuneration in 2024. The maximum bonus that can be paid to each member of the Group Management Team from the short-term incentive scheme corresponds to 60% of the person’s fixed total salary for a 12-month period. The members of the Group Management Team are included in the company’s long-term incentive scheme for the calendar years 2023–2025.

Long-term share-based incentive scheme (LTI)

On 4 May 2023, Digia Plc's Board of Directors decided to establish a new long-term share-based incentive scheme. In principle, the target group consists of the CEO and the company’s senior executives. The scheme is designed to align the goals of the company's shareholders and management in order to increase the company’s value, and to commit executive management to the company and its long-term objectives. The previous share-based incentive scheme ended on 31 December 2022.

This long-term incentive scheme covers the calendar years 2023–2025. It offers participants the chance to earn company shares on the basis of targets set by the Board of Directors for the three-year bonus period. These targets are based on the company's net sales, cumulative earnings per share (EPS) for 2023-2025, and sustainability objective. The earnings period for indicators is three years (2023–2025), and the targets for all indicators have been set for the final date of the earnings period.

During the bonus period, the company’s CEO and other scheme participants are entitled to a bonus equivalent to a maximum of 480,000 new Digia Plc shares. If the terms are met, the bonuses for all indicators based on the new scheme will be paid at the end of the reward period in spring 2026. All bonuses under this scheme will be paid as a combination of shares and cash. The cash component of the bonus will primarily be used to cover taxes and other comparable costs arising from the scheme.

As a rule, the bonus will not be paid if a member resigns or if a member’s employment or post is terminated prior to the bonus payment date specified in the incentive scheme. Under certain conditions, the Board may, at its discretion, decide on possible bonuses in accordance with the pro-rata principle.

Short-term incentive scheme (STI) - 2024 fiscal year

The short-term incentive scheme for the CEO and members of the Group Management Team for the 2024 fiscal year corresponds to the incentive scheme for 2023 in terms of structure and principles.

The earnings criteria of the incentive scheme in 2024 are based on the company’s net sales and operating profit (EBITA) as well as customer and employee experience targets. The targets for net sales and operating profit are for the calendar year. Mid-term assessments and payments will be made in August after the first half of the year (January–June) in accordance with the targets set for January–June 2024. With respect to the targets for net sales and operating profit, the bonus paid for January–June 2024 is an advance; that sum, if any, will be deducted from the bonus assessed for the full calendar year that will be paid in February 2025. The targets for customer satisfaction and employee experience are annual level targets; the realisation of the customer satisfaction target is assessed at the end of the first half-year period (January–June) and the realisation of the employee experience target at the end of the second half-year period (July–December).

All bonus indicators are assessed independently of each other, but if the full-year operating profit had fallen short of the set EBITA threshold value, the incentive assessed at the end of the year would not have been paid.

Salaries and remuneration paid to the CEO and other executives in 2024

Salaries and remuneration paid to the CEO and other executives in 2023

Salaries and remuneration paid to the CEO and other executives in 2022

Salaries and remuneration paid to the CEO and other executives in 2021

Salaries and remuneration paid to the CEO and other executives in 2020