Remuneration

The Annual General Meeting decides on the remuneration of the Chairman, Vice Chairman and Board members as well as on the remuneration of the Auditor.

The objective of remuneration at Vaisala is to encourage employees as individuals and as team members to achieve the financial and operational targets set. In determining the remuneration, Vaisala takes into account its financial performance, remuneration levels for similar positions among peer companies and external references. All Vaisala employees are included in a bonus plan that promotes the development of net sales, operating result and cash flow.

Vaisala’s remuneration package for key executives includes a competitive salary and employee benefits according to local market practices as well as bonuses based on predefined annual performance indicators. The bonus plans promote development of net sales, operating result and cash flow. The key executives also belong to long-term share-based incentive plans, which are based on the development of the Company’s profitability.

Vaisala's Board of Directors approves the company's bonus plans and their target groups annually. The Board of Directors also decides on the compensation of the President and CEO Remuneration and approves the compensation of the direct reports of the President and CEO.

Remuneration of the Board of Directors

The Annual General Meeting held on March 28, 2017 decided that the annual fee payable to the Board members for the term until the close of the Annual General Meeting in 2087 is: the Chairman of the Board of Directors EUR 45,000 and each Board member EUR 35,000. Approximately 40 percent of the annual remuneration will be paid in Vaisala Corporation’s A shares acquired from the market and the rest in cash. In addition, the Annual General Meeting decided that the compensation per attended meeting for the Chairman of the Audit Committee is EUR 1,500 and EUR 1,000 for each member of the Audit Committee for the term until the close of the Annual General Meeting in 2018. The compensation per attended meeting for the Chairman and each member of the Remuneration and HR Committee and any other committee established by the Board of Directors is EUR 1,000 for the term until the close of the Annual General Meeting in 2018.

Remuneration of the Board of Directors, accrual basis

EUR 1,000 2016 2015
Petra Lundström 41 40
Yrjö Neuvo 40 40
Mikko Niinivaara 44 40
Kaarina Ståhlberg (since April 5, 2016) 34  
Maija Torkko (until April 5, 2016) 11 48
Pertti Torstila  35 35
Mikko Voipio (until March 31, 2015   9
Raimo Voipio 50 50
Ville Voipio (since March 31, 2015) 35 26
Total 290 288

 

Shareholdings of the Board of Directors, December 31, 2016

Number of shares A shares * K shares Total
Petra Lundström 600 - 600
Yrjö Neuvo 34,240 18,664 52,904
Mikko Niinivaara 1,800 - 1,800
Kaarina Ståhlberg 1,500 - 1,500
Pertti Torstila 1,800 - 1,800
Raimo Voipio 255,580 227,148 482,728
Ville Voipio 196,943 48,356 245,299
Total 492,463 294,168 786,631

* The shareholdings include also shares held by the Board of Directors' interest parties and controlled organizations.

Re​muneration of Vaisala’s Management

President and CEO

The Board of Directors of Vaisala Corporation decides on the remuneration of Vaisala's President and CEO. The overall compensation consists of a monthly salary, fringe benefits, a pension plan and a performance bonus as well as the Share-Based Incentive Plans 2014, 2015 and 2016. The maximum annual bonus is limited to 72 percent of the President and CEO's annual salary. The President and CEO belongs to a voluntary pension plan, which defines the retirement age as 62 years.

The notice period is 6 months for the employee and 12 months for the employer. Severance pay and conditions of other severance compensations are equal to the respective salary

Man​agement Group

Vaisala's Board of Directors approves the compensation of the direct reports of the President and CEO.

The overall compensation of the Management Group members consists of a monthly salary, fringe benefits, pension plan and a performance bonus as well as the Share-Based Incentive Plans 2014, 2015 and 2016. The maximum annual bonus is limited to 60 percent of the annual salary. The Management Group members belong to a voluntary pension plan, which defines the optional retirement age as 62 years. 

Remuneration of the President and CEO, accural basis

EUR 1,000

2016 2015
Salary 494 491
Bonuses 178 298
Share-based payment 315 126
Obligatory pension 135 99
Voluntary pension 116 116
Total 1,238 1,131

 

Remuneration of the Management Group, excluding President and CEO, accural basis

EUR 1,000

2016 2015
Salary 1,129 1,231
Bonuses 355 375
Share-based payment 846 272
Obligatory pension 275 244
Voluntary pension 195 178
Total 2,800 2,300

Share-base​d Incentive Plans

On February 6, 2013, Vaisala’s Board of Directors resolved for the Group key employees a share-based incentive plan that was based on the development of Group's profitability in calendar year 2013. No reward was paid based on this plan as the profitability targets were not met.

On February 10, 2014, Vaisala’s Board of Directors resolved for the Group key employees a share-based incentive plan that was based on the development of Group's profitability in calendar year 2014. The reward will be paid partly in Vaisala's series A shares and partly in cash in spring 2017. The cash proportion will cover taxes and tax-related costs arising from the reward to a key employee. The maximum amount of this plan originally corresponded to 160,000 shares. No reward will be paid if a key employee's employment or service ends before the reward payment date. The expenses of this share-based incentive plan are accrued over the term of the plan from May 2014 to March 2017.

The cost of the proportion of share reward corresponds to the value of Vaisala’s A share closing price of EUR 23.69 on the effective date of the incentive plan, and the cash proportion is valued at the closing price of the share on December 31, 2016. This share-based incentive plan was directed to approximately 20 persons on December 31, 2016. The maximum reward payable on the basis of this share-based plan totals to 43,412 Vaisala’s A shares, including the cash portion.

On December 18, 2014, Vaisala’s Board of Directors resolved for the Group key employees a share-based incentive plan that was based on the development of Group's profitability in calendar year 2015. The reward will be paid partly in Vaisala's series A shares and partly in cash in spring 2018. The cash proportion will cover taxes and tax-related costs arising from the reward to a key employee. The maximum amount of this plan originally corresponded to 160,000 shares. No reward will be paid if a key employee's employment or service ends before the reward payment date. The expenses of this share-based incentive plan are accrued over the term of the plan from May 2015 to March 2018. The cost of the proportion of share reward corresponds to the value of Vaisala’s A share closing price of EUR 24.16 on the effective date of the incentive plan, and the cash proportion is valued at the closing price of the share on December 31, 2016. This share-based incentive plan was directed to approximately 30 persons on December 31, 2016. The maximum reward payable on the basis of this share-based plan totals to 101,791 Vaisala’s A shares, including the cash portion.

On December 16, 2015, Vaisala’s Board of Directors resolved for the Group key employees a share-based incentive plan that was based on the development of Group's profitability in calendar year 2016. The reward will be paid partly in Vaisala's series A shares and partly in cash in spring 2019. The cash proportion will cover taxes and tax-related costs arising from the reward to a key employee. The maximum amount of this plan originally corresponded to 200,000 shares. No reward will be paid if a key employee's employment or service ends before the reward payment date. The expenses of this share-based incentive plan are accrued over the term of the plan from May 2016 to March 2019. The cost of the proportion of share reward corresponds to the value of Vaisala’s A share closing price of EUR 23.13 on the effective date of the incentive plan, and the cash proportion is valued at the closing price of the share on December 31, 2016. This share-based incentive plan was directed to approximately 30 persons on December 31, 2016. The maximum reward payable on the basis of this share-based plan totals to 95,060 Vaisala’s A shares, including the cash portion.

On February 10, 2016, Vaisala’ Board of Directors resolved for a share-based incentive plan, in which the earning criteria is uninterrupted employment of certain Group employees for a defined number of years. The reward will be paid partly in Vaisala's A shares and partly in cash in three equal installments during the term of the plan. The cash proportion will cover taxes and tax-related costs arising from the reward to a key employee. The maximum amount of this plan originally corresponded to 9,000 shares. No reward will be paid if a key employee's employment or service ends before the reward payment date. The expenses of this share-based incentive plan are accrued over the term of the plan from May 2016 to March 2018. The cost of the proportion of share reward corresponds to the value of Vaisala A share closing price of EUR 23.13 on the effective date of the incentive plan, and the cash proportion is valued at the closing price of the share on December 31, 2016. The maximum reward payable on the basis of this share-based plan totals to 6,000 Vaisala A shares, including the cash portion.

On December 15, 2016, Vaisala’s Board of Directors resolved for the Group key employees a share-based incentive plan that is based on the development of Group’s profitability in calendar year 2017. The reward will be paid partly in Vaisala’s series A shares and partly in cash in spring 2020. The cash proportion will cover taxes and tax-related costs arising from the reward to a key employee. No reward will be paid if a key employee’s employment or service ends before the reward payment date. The maximum amount of this plan corresponding to 200,000 shares will be paid depending on the number of entitled persons at the end of the vesting period. The expenses of this sharebased incentive plan are accrued over the term of the plan from May 2017 to March 2020.

Expenses for the share-based incentive plans

EUR million 2013 2014 2015 2016
Share-based incentive plan 2013 - - - -
Share-based incentive plan 2014   0.2 0.3 0.6
Share-based incentive plan 2015     0.5 1.1
Share-based incentive plans 2016       0.7

Vaisala Annual Review 2016