Remuneration

Board remuneration in 2023 was based on the below resolution of the shareholders at the AGM 2023 on the monthly and meeting fees. Both the monthly fees and the meeting fees were unchanged compared to the previous year. Board remuneration was paid in cash and totalled EUR 844,500 (2022: 833,500).

Remuneration paid to the members of the Board in 2023

¹ Member of the Board since 19 April 2023
² Member of the Board until 19 April 2023

The President and CEO

In 2023, the CEO Susan Duinhoven’s base salary equalled 46% (2022: 16%) of the total compensation paid to her (excluding additional pension payment), while variable, performance-based compensation equalled 54% (2022: 84%).

Remuneration paid to the CEO in 2023

¹ Earned in 2022, paid in 2023
² Earned based on performance in 2020 in PSP 2020−2022, paid as 48,550 gross shares on 1 March 2023 at share price of EUR 8.65

Members of the Executive Management Team

In 2023, total compensation paid to the members if the EMT (excl. the CEO) amounted to 1,880 m€. The individual compensation of the members of the EMT are not reported separately.

Remuneration paid to the mambers of the EMT in 2023

Monthly Fees

• EUR 12,000 to Chair,
• EUR 7,000 to Vice Chair and
• EUR 6,000 to members.

Meeting Fees

• For Board members who reside outside Finland: EUR 1,000 / Board meeting where the member was present;
• For the Chairs of Board’s Committees: EUR 3,500 / Committee meeting participated;
• For Committee members who reside outside Finland: EUR 2,500 / Committee meeting where the member was present and EUR 1,500 / Committee meeting participated; and
• For Committee members who reside in Finland: EUR 1,500 / Committee meeting participated

The remuneration of the President and CEO and member of the EMT consists of the total salary, short-term incentives, performance shares, restricted shares and pension benefits. The Board aims to have a substantial part of the total remuneration dependent on the performance of the company.

The HR committee commissions regular benchmarks of the remuneration of the Board and the EMT against its Finnish and European peers.

Short-term incentive (STI)

In the short-term incentive (STI) plan, the key principles are that the financial and non-financial targets are tailored to each executive’s areas of influence. The STI is at maximum 150% of reward at the target level value and the payment is always subject to exceeding a threshold. Related to the Group,  a threshold requirement  means, as before, exceeding the Group’s EBIT target. As of 2021, the threshold principle for the Businesses was changed: a threshold requirements now means exceeding the EBIT target of the respective Business. 

Performance Share Plans

In the Performance Share Plans (a long-term incentive, LTI), the performance is measured based on the criteria set by the Board for each plan. The LTI is at maximum 150% of the reward on target level. The plan is based on a one year performance followed by two-year vesting period and share delivery is conditional upon continued employment until the moment of transferring shares or a good leaver ground.

Pension benefits

The additional pension benefits of the President and CEO and other EMT members are based on defined contribution. The President and CEO is entitled to an additional pension benefit contribution, which amounts to 15% of her salary. The President and CEO’s and part of the EMT members’ retirement age is the usual retirement age in their home country.

The short-term incentives are determined on the basis of achieving financial and non-financial objectives set annually. The weighting of the objectives and the maximum amount of the incentives vary according to the position of the person in question. Short-term incentives are paid in April following the year of determination.

In 2023, the performance criteria set for the short-term incentive plan were based on achieving financial targets of operational EBIT and free cash flow as well as Sanoma’s employee satisfaction objective, and data and privace related target. The CEO’s STI earning opportunity for 2023 was set at 67% of annual base salary at target level and 100% at maximum level. 

In 2022, the performance criteria set for the short-term incentive plan were based on achieving financial targets of operational EBIT and free cash flow as well as Sanoma’s employee satisfaction objective, and data and privace related target. The CEO’s STI earning opportunity for 2022 was set at 67% of annual base salary at target level and 100% at maximum level. 

In 2021, the performance criteria set for the short-term incentive plan were based on achieving financial targets of operational EBIT and free cash flow as well as Sanoma’s employee satisfaction objective, and data and privacy related target. The CEO’s STI earning opportunity for 2021 was set at 67% of annual base salary at target level and 100% at maximum level.

In 2020, the performance criteria set for the short-term incentive plan of EMT members were based on achieving financial targets of operational EBIT, free cash flow and net sales, as well as Sanoma’s employee satisfaction objective.

For the year 2020 the short-term incentive earning opportunity for the President and CEO was set at 66.7% of her annual salary at target level and 100% at maximum level. For other EMT members the short-term incentive earning opportunity set at the beginning of the year 2020 varied from 45% to 60% of salary at target level and from 67.5% to 90% at maximum level.

Because of the extraordinary business environment due to coronavirus pandemic, the Board decided to adjust the performance targets for Sanoma Group and Sanoma Media Finland in September 2020 to reflect the extreme changes and challenges in the markets. Simultaneously, the Board decided to respectively decrease the maximum earning opportunities of the 2020 performance period to 50% of the original on-target value for the President and CEO, the Group  and EMT members of the Group and Sanoma Media Finland.

Thus, the CEO’s STI target for 2020 was decreased from 67% of annual base salary to 33.5%, for example.

In 2019, the short-term incentive earning opportunity for the President and CEO was set at 66.7% of her annual salary at target level and 100% at maximum level. For other EMT members the short-term incentive earning opportunity set at the beginning of the year 2020 varied from 40% to 50% of salary at target level and from 60% to 75% at maximum level. The levels remained unchanged compared to 2018.

In 2018, the performance criteria set for the short-term incentive plan of EMT members were based on achieving financial targets of EBIT, free cash flow and net sales, as well as Sanoma’s employee satisfaction objective.

The Board approved on 7 February 2013 a share-based long-term incentive programme (Performance Share Plan, PSP) to be offered to Sanoma Corporation's executives, other managers and key personnel of the Group.

PSP 2024–2026 was introduced on 7 February 2024. The performance measures for the Performance Share Plan 2024–2026 are based on adjusted free cash flow and adjusted earnings per share targets for 2024. The one-year performance period is followed by a two-year vesting period. The share rewards payable, subject to the achievement of the performance measures, will be delivered to the participants in spring 2027, subject to meeting the continuous employment or good leaver ground conditions at the time of the payment. 

PSP 2023–2025 was introduced on 10 February 2023. The performance measures for the Performance Share Plan 2023–2025 are based on adjusted free cash flow and adjusted earnings per share targets for 2023−2025. The performance period will be one year (i.e. financial year 2023), followed by a two-year vesting period. The share rewards payable, subject to the achievement of the performance measures, will be delivered to the participants in spring 2026, subject to meeting the continuous employment or good leaver ground conditions at the time of the payment. 

PSP 2022–2024 was intorduced on 11 February 2022. The performance measures for the Performance Share Plan 2022–2024 are based on adjusted free cash flow and adjusted earnings per share targets for 2022−2023. The share rewards payable, subject to the achievement of the performance measures, will be delivered to the participants in spring 2025, subject to meeting the continuous employment or good leaver ground conditions at the time of the payment. 

PSP 2021–2023 was introduced on 10 February 2021. The performance measures for the Performance Share Plan 2021–2022 are based on adjusted free cash flow and adjusted earnings per share targets in 2021. The share rewards payable, subject to the achievement of the performance measures, will be delivered to the participants in spring 2024, subject to meeting the continuous employment or good leaver ground conditions at the time of the payment. 

PSP 2020–2022 was introduced on 7 February 2020. The performance measures for the plan are based on performance targets for the adjusted free cash flow and operational earnings per share in 2020. The share rewards payable, subject to the achievement of the performance measures, will be delivered to the participants in the spring 2023, and are subject to meeting the continuous employment or good leaver ground conditions at the time of the payment.

PSP 2019-2021 was introduced on 5 February 2019. The performance measures for the plan are based on performance targets for the adjusted free cash flow and operational earnings per share in 2019. The share rewards payable, subject to the achievement of the performance measures, will be delivered to the participants in the spring 2022, and are subject to meeting the continuous employment or good leaver ground conditions at the time of the payment.

PSP 2018–2020 was introduced on 8 February 2018. The performance measures for the plan were based on performance targets for the adjusted free cash flow and operational earnings per share in 2018. The performance measures were reached at close to maximum level i.e. 141% of the number of shares at target level, and theshares were delivered to the participants in the spring 2021 subject to meeting the continuous employment or good leaver ground conditions at the time of the payment.

PSP 2017–2019 was introduced on 7 February 2017. The performance measures for the plan were based on performance targets for the adjusted free cash flow and operational earnings per share in 2017. The performance measures were reached at the maximum level i.e. 150% of the shares at target level were delivered to the participants in the spring 2020 subject to meeting the continuous employment or good leaver ground conditions at the time of the payment.

PSP 2016–2018 was introduced on 9 February 2016. The performance measures for the plan were based on performance targets for the adjusted free cash flow and operational earnings per share in 2016. The performance measures were reached at the maximum level i.e. 150% of the shares at target level, and the shares were delivered to the participants in the spring 2019 subject to meeting the continuous employment or good leaver ground conditions at the time of the payment.

Shares conditionally granted to the CEO and members of the EMT under the PSP are subject to share ownership requirement that is determined by the Board in accordance with the HR Committee’s proposal. Until the required shareholding is achieved, the CEO and the members of the EMT are required to hold, and not to sell, at least 50% of performance shares received.

Sanoma has adopted a Restricted Share Plan (RSP) in 2014 to be offered to executives and managers of Sanoma Corporation and its subsidiaries. The conditions and the issuance of the restricted shares are decided on by the Board in accordance with the HR Committee’s proposal.

RSP 2024–2026 was introduced on 7 February 2024. The duration of the Restricted Share Plan commencing at the beginning of 2024 is three years. The share rewards payable based on the plan will be delivered to the participants in spring 2027. 

RSP 2023–2025 was introduced on 10 February 2023. The duration of the Restricted Share Plan commencing at the beginning of 2023 is three years. The share rewards payable based on the plan will be delivered to the participants in spring 2026. 

RSP 2022–2024 was introduced on 11 February 2022. The duration of the Restricted Share Plan commencing at the beginning of 2022 is three years. The share rewards payable based on the plan will be delivered to the participants in spring 2025. 

RSP 2021–2023 was introduced on 9 February 2021. The duration of the RSP Plan commencing at the beginning of 2021 is three years. The share rewards payable based on the plan will be delivered to the participants in spring 2024 subject to meeting the employment condition. 

RSP 2020-2022 was introduced on 7 February 2020. The shares vest over a 3-year period of 2020-2022 and will be delivered in 2023 subject to meeting the employment condition.

RSP 2019-2021 was introduced on 5 February 2019. The shares vest over a 3-year period of 2019-2021 and will be delivered in 2022 subject to meeting the service condition.

RSP 2016-2018 was introduced on 9 February 2016. The plan is divided in two vesting periods. 50% of the restricted shares vested over a 2-year period of 2016-2017and were delivered in 2018. 50% of the restricted shares vest over a 3-year period of 2016-2018 and were delivered in 2019 subject to meeting the service condition.

RSP 2017-2018 was introduced on 7 February 2017. Restricted shares vest over a 2-year period of 2017-2018 and were delivered in 2019.

The possible rewards under the RSPs are paid as a combination of shares and cash. The cash component is dedicated to cover the taxes and tax-related costs related to restricted shares.

Shares conditionally granted to the CEO and members of the EMT under the RSP are subject to share ownership requirement that is determined by the Board in accordance with the HR Committee’s proposal. Until the required shareholding is achieved, the CEO and members of the EMT are required to hold, and not sell, at least 50% of performance shares received.

Sanoma’s Annual General Meeting (AGM) determines the remuneration of the members of the Board of Directors (Board) and Board committees. The Shareholders' Nomination Committee prepares the proposal on the Board as well as Board Committee members remuneration to the AGM.

The remuneration and fringe benefits (total salary), short term incentives and pension benefits of the President and CEO and members of the Executive Management Team (EMT) as well as long-term incentives granted for Sanoma’s senior executives are prepared by the HR Committee and approved by the Board. In addition, the CEO's remuneration is based to the Remuneration Policy presented to Sanoma's Annual General Meeting. 

The President and CEO and EMT members do not receive separate remuneration for their management group membership or other internal management positions, such as Board memberships in the Group companies.

The AGM held on 19 April 2023 authorised the Board of Directors to decide on the repurchase of a maximum of 16,000,000 of the Company’s own shares (approx. 9.8% of all shares of the Company) in one or several instalments. The shares shall be repurchased with funds from the Company's unrestricted shareholders’ equity, and the repurchases shall reduce funds available for distribution of profits. The authorisation will be valid until 30 June 2024, and it terminates the corresponding authorisation granted by the AGM 2022.

The shares shall be repurchased to develop the Company’s capital structure, to carry out or finance potential corporate acquisitions or other business arrangements, to be used as a part of the Company’s incentive programme or to be otherwise conveyed further, retained as treasury shares, or cancelled.

Repurchase and delivery of treasury shares