Board and executive remuneration
We manage remuneration through clearly defined processes and governance principles. These ensure that no individual participates in decisions concerning their own remuneration and that all compensation decisions are subject to appropriate oversight.
Our Remuneration Policy sets a framework and describes the key principles as well as the decision-making processes for the remuneration of Nokia’s governing bodies-, i.e. the Board of Directors and the President and CEO. In respect of other Group Leadership Team (GLT) members, the Personnel Committee of the Board approves and oversees their remuneration subject to the same Remuneration Policy framework, including share ownership requirement and clawback policy.
The Remuneration section of our Nokia Annual Report provides further information of our incentive plans, including Employee Share Purchase Plan, our remuneration related decision-making and the annual clock of the Board’s Personnel Committee.
Remuneration Policy
The Remuneration Policy was last presented to the Annual General Meeting on 29 April 2025 for an advisory vote. Accordingly, the remuneration of the President and CEO as well as the Board of Directors shall be in line with this Policy as long as it remains in force. A remuneration policy will be presented to the Annual General Meeting at least every four years in line with the Finnish Corporate Governance Code.
Remuneration Report
The Remuneration Report will be annually presented to the shareholders for an advisory vote. The Remuneration Report describes the implementation of Nokia’s Remuneration Policy and provides information on the remuneration of the members of the Board of Directors and the President and CEO, during the preceding financial year.
Remuneration of the Board of Directors
Remuneration of the Board is annually presented to shareholders for approval at the Annual General Meeting. The Corporate Governance and Nomination Committee prepares the proposal for the shareholders in line with the Corporate Governance guidelines and valid Remuneration Policy. The Committee also reviews the remuneration for the members of the Board against international companies of similar size and complexity, and aims to ensure that Nokia is able to attract and retain Board members from diverse backgrounds with relevant skills and international experience to oversee the company strategy with emphasis on long-term value creation.
The Annual General Meeting 2025 resolved on the Board remuneration for the term that ends at the close of the next Annual General Meeting as outlined in the below tables.
Remuneration summary of the Board of Directors |
|
|---|---|
Fees |
Fees consist of annual fees and meeting fees. Approximately 40% of the annual fee is paid in Nokia shares purchased from the market on behalf of the Board members or alternatively delivered as treasury shares held by the Company. The balance is paid in cash, most of which is typically used to cover taxes arising from the paid remuneration. Meeting fees are paid in cash. Meeting fees are paid to all Board members, including the Board Chair. |
Incentives |
Non-executive directors are not eligible to participate in any Nokia incentive plans and do not receive performance shares, restricted shares or any other equity-based or other form of variable compensation for their duties as members of the Board. |
Pensions |
Non-executive directors do not participate in any Nokia pension plans. |
Share ownership requirement |
Members of the Board shall normally retain until the end of their directorship such number of shares that corresponds to the number of shares they have received as Board remuneration during their first three years of service in the Board (the net amount received after deducting those shares needed to offset any costs relating to the acquisition of the shares, including taxes). |
Other |
Directors are compensated for travel and accommodation expenses as well as other costs directly related to Board and Committee work. This compensation is paid in cash. |
Annual and meeting fees |
EUR |
|---|---|
Chair |
440 000 |
Vice Chair |
210 000 |
Member |
185 000 |
Chair of Audit Committee |
30 000 |
Member of Audit Committee |
15 000 |
Chair of Personnel Committee |
30 000 |
Member of Personnel Committee |
15 000 |
Chair of Strategy Committee |
20 000 |
Member of Strategy Committtee |
10 000 |
Chair of Technology Committee |
20 000 |
Member of Technology Committee |
10 000 |
Meeting requiring intercontinental travel |
5 000 |
Meeting requiring intracontinental travel |
2 000 |
Remuneration of the President and CEO
The remuneration of the President and CEO is approved by the Board, upon the recommendation of the Personnel Committee in accordance with the Remuneration Policy.
Justin Hotard started as the President and CEO of Nokia as of 1 April 2025. The table below outlines his current remuneration arrangements.
Pekka Lundmark stepped down from the role of Nokia President and CEO on 31 March 2025 and continued as Advisor to the new President and CEO until 31 December 2025, to ensure a smooth leadership transition.
Further information on the remuneration of the current and former President and CEO is available in our 2025 Remuneration Report, and the remuneration section of our Annual Report 2025.
Remuneration elements of the President and CEO Justin Hotard |
|
|---|---|
Annual base salary |
EUR 1 495 000 |
Short-term incentive 2026 |
Target award: 125% of base salary Metrics: |
Long-term incentives |
Performance Shares 2025 Vesting in July 2028 Target award: 200% of base salary
Co-investment arrangement (eLTI) 2025 Mr. Hotard was invited to participate in a co-investment arrangement, under which he invested EUR 2 821 000 in Nokia shares in June 2025. |
Buy-out award |
The President and CEO is entitled to a one-time buy-out award of EUR 2.0 million in cash (paid in 2025) and EUR 6.0 million in Restricted Shares vesting in three tranches over a period of three years (2026, 2027, 2028), both in lieu of his forfeited unvested equity awards from the previous employer. In accordance with Nokia’s Remuneration Policy, the Company may make additional cash and/or share-based awards as it deems appropriate and, if the circumstances so demand, to take account of foregone remuneration by a candidate on leaving a previous employer. |
Pension |
Contribution to the mandatory TyEL pension plan in Finland. |
Benefits & mobility |
In line with Nokia’s Remuneration Policy, family relocation related payments and benefits, housing, schooling fees, car, driver, telephone, medical insurance and tax advisory services related to service at Nokia. |
Share ownership requirement |
Three (3) times base salary to be achieved within five years of appointment. |
Malus and Clawback |
The Nokia Executive Officer Clawback Policy and Nokia Incentive Compensation Clawback Policy as in force from time to time, including their Malus provisions, are applicable to any short- and long term incentives payable to the President and CEO. |
The President and CEO’s termination provisions
The President and CEO may terminate his service agreement at any time with a 12-month notice period and either continue to receive salary and benefits during the notice period or, at Nokia’s discretion, a lump sum of equivalent value. The President and CEO is entitled to any short- or long-term incentives that would vest during the notice period. Any unvested equity awards would normally be forfeited after termination, unless the Board determines otherwise, and with the exception that in the case of death, permanent disability and retirement, unvested equity awards would normally continue to vest at their regular vesting date, subject to performance and time proration of service.
In the event that the President and CEO terminates his service agreement based on Nokia’s material breach of the agreement, he may shorten his notice period to a minimum of two months, and to receive a severance payment equaling 12 months’ remuneration. All equity awards vest, subject to any applicable performance criteria and prorated until the expiry of the agreement.
Nokia may terminate the CEO service agreement for cause without a notice period. In such case the President and CEO is not entitled to any additional remuneration and all unvested equity awards are forfeited after termination. If Nokia terminates the CEO agreement for reasons other than cause, the President and CEO is entitled to severance payment during his 12 months’ notice (including annual base salary, benefits, and short-term incentive, while his unvested equity awards are forfeited after expiry of his agreement, unless the Board determines otherwise.
If the service agreement of the President and CEO is terminated by Nokia within three (3) months before or six (6) months after a change of control event (double trigger mechanism), the President and CEO is entitled to a severance payment equaling 12 months’ remuneration (base salary, benefits and target short-term incentive). In addition, his equity incentives would vest, subject to any performance criteria and time proration, until the expiry of the agreement.
The President and CEO is subject to a 12-month non-competition and non-solicit obligation that apply after the termination of his service agreement.
Remuneration of the Group Leadership Team
Executives on the Group Leadership Team are subject to the same remuneration policy framework as the President and CEO. This includes being subject to clawback and shareholding requirements. The shareholding requirement for members of the Group Leadership Team is two times their annual base salary within five years from their appointment.
The Personnel Committee has overall responsibility for evaluating and resolving the remuneration of the members of the Group Leadership Team (excluding the remuneration of the President and CEO, which is approved by the Board of Directors based on the recommendation of the Personnel Committee) and their terms of employment; ensuring that the remuneration is performance-based as a main rule and designed to contribute to long-term shareholder value creation and alignment to shareholders’ interests. As a general rule, the right to incentives always requires a valid contract of employment. The Group Leadership Team members’ average notice period is six months.
The remuneration of the Group Leadership Team members consists of base salary, benefits, and short- and long-term incentives. Short-term incentive plans are based on rewarding the delivery of business performance utilizing financial targets such as Net Sales, Operating Profit and Cash Flow, and non-financial metrics such as GHG emission reductions, or other separately defined strategic objectives.
The long-term incentive awards may be granted under Nokia Long-term Incentive Plan as Restricted Shares or Performance Shares. Metrics and targets, as applicable, are set at the start of the performance period of the plan. The Performance Shares hold a three-year vesting period and vesting is subject to continued employment.
The aggregate remuneration of the Group Leadership Team (excluding the President and CEO is presented in the table below:
Group Leadership team (excl. CEO) aggregate remuneration |
2025 EURm |
|---|---|
Salary, short-term incentives and other compensation(1) |
14.3 |
Long-term incentives(2) |
3.1 |
Total |
17.4 |
(1) Other compensation includes mobility related payments, local benefits and pension costs.
(2) The amounts represent the equity awards that vested in 2024, including performance shares and restricted shares
The members of the Group Leadership Team (excluding the President and CEO) were awarded the following equity awards under the Nokia equity program in 2025:
Award |
Units awarded(1) |
Grant date |
Vesting |
|---|---|---|---|
Performance share award(2) |
2 552 690 |
July 2025 |
Q3 2028 |
Restricted share award(3) |
1957 270 |
July 2025 |
Q3 & Q4 2026 |
(1) Includes units awarded to persons who were Group Leadership Team members during 2025.
(2) The 2025 performance shares have a three-year performance period based on 50% relative total shareholder return, 40% cumulative EPS and 10% GHG emission reduction scope 1,2 and 3 targets. The maximum payout is 200% subject to maximum performance against the performance criterion. Vesting is subject to continued employment.
(3) Vesting of each tranches of the restricted share award is conditional to continued employment.