Remuneration
We manage our remuneration through clearly defined processes, with well-defined governance principles, ensuring that no individual is involved in the decision-making related to their own remuneration and that there is appropriate oversight of any compensation decision.
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.
Remuneration policy
The Remuneration Policy was presented to the Annual General Meeting 2020 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, starting from the Annual General Meeting 2021. 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 statement
The full Remuneration Statement included in our Nokia Annual Report includes further information on the remuneration of the Nokia Group Leadership Team and their aggregate paid remuneration for the preceding financial year, overview of our incentive plans as well as further information on the remuneration related decision-making and meetings of the Board’s Personnel Committee.
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 valid Remuneration Policy. For its recommendation on director remuneration, the Corporate Governance and Nomination Committee considers the Company’s Corporate Governance Guidelines in force at the time of the proposal. The Committee also reviews the remuneration for the members of the Board against international companies of similar size and complexity, in order 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 2022 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 for 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 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 Technology Committee |
20 000 |
Member of Technology Committee |
10 000 |
Meeting fee(1) |
EUR |
Meeting requiring intercontinental travel |
5 000 |
Meeting requiring continental travel |
2 000 |
(1) Paid for a maximum of seven meetings per term.
Information on the remuneration paid to the members of the Board of Directors during the previous financial year is included above in the Remuneration Report for 2022.
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. Pekka Lundmark started as President and CEO of Nokia on August 1, 2020. The below table outlines his pay overview for 2022. Other information is available in the Remuneration Policy 2020 and the Remuneration Report for 2022 above.
Annual base salary |
EUR 1 300 000 |
|---|---|
Short-term incentives |
Target award: 125% of base salary Measures: Measures:
|
Long-term incentives |
Three-year performance share plan Target award: 200% of base salary Metric: Absolute Total Shareholder Return The co-investment arrangement: Mr. Lundmark may invest up to two times his base salary in Nokia shares and is offered a matching award of two 2021 Performance Shares for each share invested. The invested shares must be held for three years from the date of the matching award for the matching shares to vest, which will be subject to performance. |
Pension |
Contribution to the mandatory TyEL pension plan in Finland. |
Benefits & mobility |
Life and critical illness insurance, private medical insurance and company car. |
Share ownership requirement |
Target: 3 times base salary. |
(1) The maximum payout from the long-term incentive plan is 200% of the units awarded. At a target award of 200% of base salary this could result in a maximum payout of 400% of base salary ignoring share price movement.
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. 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 (excluding the President and CEO) consists of base salary, benefits, and short- and long-term incentives. Short-term incentive (STI) plans are based on rewarding the delivery of business performance utilizing selected set of strategic metrics as appropriate to each member’s role. Targets are set annually at or before the start of the year, balancing the need to deliver value with the need to motivate and drive performance. In 2022 the STI targets were based on comparable operating profit of Nokia, operating profit / margin for the relevant business group, role related other strategic objectives and ESG (carbon emissions and diversity). The Group Leadership Team members not leading a business group had an equivalent proportion of their STI based on Nokia’s comparable operating profit.
The long-term incentive targets are set at the start of the performance period and locked for the life of the plan. The plans generally hold a three-year vesting period and the vesting is subject to continued employment. We annually review remuneration against key metrics such as total shareholder return and share price to validate the effectiveness of our equity plans. The 2020 Performance share plan is due to vest in the second half of 2023 and accordingly the performance outcome for the three-year period will then be known.
The aggregate remuneration of the Group Leadership Team (excluding the President and CEO) in 2022:
2022 EURm(1) |
|
|---|---|
Salary, short-term incentives and other compensation(2) |
13.6 |
Long-term incentives(3) |
7.0 |
Total |
20.6 |
(1) The values represent each member’s time on the Group Leadership Team.
(2) Short-term incentives represent amounts earned in respect of 2022 performance. Other compensation includes mobility related payments, local benefits and pension costs.
(3) The amounts represent the equity awards that vested in 2022 and 2021.
The members of the Group Leadership Team (excluding the President and CEO) were awarded the following equity awards under the Nokia equity program in 2022:
Award |
Units awarded (1) |
Grant date |
Vesting |
|---|---|---|---|
Performance share award(2) |
1 610 900 |
6 July 2022 and |
Q3 and Q4 2025 |
Restricted share award(3) |
58 900 |
6 July 2022 |
Q3 2023 |
(1) Includes units awarded to persons who were Group Leadership Team members during 2022.
(2) The 2022 performance shares have a three-year performance period based on absolute total shareholder return. The maximum payout is 200% subject to maximum performance against the performance criterion. Vesting is subject to continued employment.
(3) Vesting of the tranches of the restricted share award is conditional to continued employment.