According to the guidelines adopted, Calliditas shall offer remuneration in accordance with market practice, which enables the recruitment and retention of qualified senior executives.
Guidelines for remuneration of the management team
At the Annual General Meeting on June 25, 2020, guidelines were adopted on remuneration for the CEO and other executive management. Remuneration within Calliditas shall be based on principles of performance, competitiveness and fairness. Senior executives refer to the CEO and the other members of the executive management. The remuneration of senior executives may consist of fixed remuneration, variable remuneration, share and share price-related incentive programs, pension and other benefits. If local conditions justify variations in the remuneration principles, such variations may occur. The fixed remuneration shall reflect the individual’s responsibility and experience level. The fixed remuneration shall be reviewed annually. Senior executives may be offered variable remuneration paid in cash. Such remuneration may not exceed 60 per cent of the annual fixed remuneration. Variable remuneration shall be connected to predetermined and measurable criteria, designed with the aim of promoting the company’s long-term value creation.
The Board of Directors is entitled to deviate from the guidelines if the Board of Directors, in a certain case, deems that there are good reasons for the deviation.
Decisions as to the current remuneration levels and other conditions for employment of the CEO and the other members of the executive management have been resolved by the Board of Directors.
For the full Guidelines for remuneration, please see the notice for AGM 2020 which can be found in https://www.calliditas.se/en/annual-general-meeting-2020/.
Incentive programs
ESOP 2020
In 2020, Calliditas implemented an option program for employees and key consultants in the company (“ESOP 2020”). The options were allotted free of charge to participants of the program. The options have a three-year vesting period calculated from the allotment date, provided that, with customary exceptions, the participants remain as employees of, or continue to provide services to, Calliditas. Once the options are vested, they can be exercised within a one-year period.
Each vested option entitles the holder to acquire one share in the company at a predetermined price. The price per share is to be equivalent to 115% of the weighted average price that the company’s shares were traded for on Nasdaq Stockholm during the ten trading days preceding the allotment date.
ESOP 2021
In 2021, Calliditas implemented an option program for employees and key consultants in the company (“ESOP 2021”). The options were allotted free of charge to participants of the program. The options have a three-year vesting period calculated from the allotment date, provided that, with customary exceptions, the participants remain as employees of, or continue to provide services to, Calliditas. Once the options are vested, they can be exercised within a one-year period.
Each vested option entitles the holder to acquire one share in the company at a predetermined price. The price per share is to be equivalent to 115% of the weighted average price that the company’s shares were traded for on Nasdaq Stockholm during the ten trading days preceding the allotment date.
ESOP 2022
In 2022, Calliditas implemented an option program for employees and key consultants in the company (“ESOP 2022”). The options were allotted free of charge to participants of the program. The options have a three-year vesting period calculated from the allotment date, provided that, with customary exceptions, the participants remain as employees of, or continue to provide services to, Calliditas. Once the options are vested, they can be exercised within a one-year period.
Each vested option entitles the holder to acquire one share in the company at a predetermined price. The price per share is to be equivalent to 115% of the weighted average price that the company’s shares were traded for on Nasdaq Stockholm during the ten trading days preceding the allotment date.
ESOP 2023
In 2023, Calliditas implemented an option program for employees and key consultants in the company (“ESOP 2023”). The options were allotted free of charge to participants of the program. The options have a three-year vesting period calculated from the allotment date, provided that, with customary exceptions, the participants remain as employees of, or continue to provide services to, Calliditas. Once the options are vested, they can be exercised within a one-year period.
Each vested option entitles the holder to acquire one share in the company at a predetermined price. The price per share is to be equivalent to 115% of the weighted average price that the company’s shares were traded for on Nasdaq Stockholm during the ten trading days preceding the allotment date.
Board LTIP 2021
This is a performance-based long-term incentive program for Calliditas Board members. Participants in this program will be allocated performance-based options free of charge, which will entitle the chairman to acquire a maximum of 10,624 shares, and certain ordinary board members to acquire a maximum of 4,086 shares each in Calliditas. The share rights are subject to performance-based vesting, based on the performance of Calliditas’ share price during the period from the date of the 2021 AGM through July 1, 2024.
Board LTIP 2022
This is a performance-based long-term incentive program for Calliditas Board members. Participants in this program will be allocated performance-based options free of charge, which will entitle the chairman to acquire a maximum of 13,923 shares, and certain ordinary board members to acquire a maximum of 5,356 shares each in Calliditas. The share rights are subject to performance-based vesting, based on the performance of Calliditas’ share price during the period from the date of the 2022 AGM through July 1, 2025.
Board LTIP 2023
This is a performance-based long-term incentive program for Calliditas Board members. Participants in this program will be allocated performance-based options free of charge, which will entitle the chairman to acquire a maximum of 14,012 shares, and certain ordinary board members to acquire a maximum of 5,389 shares each in Calliditas. The share rights are subject to performance-based vesting, based on the performance of Calliditas’ share price during the period from the date of the 2023 AGM through July 1, 2026.