Remuneration guidelines for the CEO and other senior managers
Remuneration issues are considered by the Board of Directors’ Remuneration Committee, and approved by the Board of Directors. The Board of Directors presents proposed guidelines for remunerating senior managers, which the AGM then resolves on. The AGM 2025 adopted the following guidelines for remunerating the CEO and other senior managers.
Scope and applicability of the guidelines
These guidelines include the Company's CEO and the persons who are part of Senzime's management team. The guidelines also apply to remuneration to the members of the board, to the extent that such remuneration is paid for work for or provided services to the Company outside the scope of their board assignment.
The guidelines apply to remuneration that is agreed, and to amendments to agreed remuneration that are made, after the guidelines have been adopted by the annual general meeting 2025. Transfers of securities and the right to acquire securities from the Company in the future is considered to be remuneration.
The guidelines do not apply to remuneration which is decided or approved by the annual general meeting, such as incentive programs. Senior executives who maintain a position as a member or deputy on the board of Group companies shall not receive special board remuneration for such a position.
These guidelines shall apply until otherwise decided by the general meeting. However, new guidelines shall be presented by the board and adopted by the general meeting at least every fourth year.
Contribution of the guidelines to the company’s business strategy, long-term interests and sustainability
Senzime develops precision-based patient monitoring solutions that drive a global paradigm shift in perioperative patient safety. The flagship solution is TetraGraph®, a CE- and FDA-cleared system for accurately monitoring neuromuscular transmission during surgery.
TetraGraph secures precise dosing of paralytic drugs and provides enhanced insights to safeguard every patient's journey, from anesthesia to recovery. The technology is based on 40+ years of science and developed to enhance patient safety targeting over 100 million patients globally.
Senzime’s products are used in thousands of operating rooms, supported by direct sales teams in US and Germany, licensors in Japan and China, and distributors covering 30+ markets. Senzime’s business model means that the Company develops and commercializes its products globally under its own management and also commercializes with distributors, licensees and other partners as appropriate.
A successful implementation of the Company's strategy and the safeguarding of the Company's short and long-term interests prerequires that the Company can recruit and retain management with the necessary competence and capacity to achieve set goals. This requires that the Company can offer competitive remuneration. These guidelines contribute to the Company's business strategy, its short, medium and long-term interests and sustainability by giving the Company the opportunity to offer senior executives a competitive remuneration.
Remuneration forms
The company’s compensation system should be on market terms and competitive. Compensation may be paid in the form of fixed salary, variable compensation, pension and other benefits.
Fixed salary is individual for each senior manager and is based on the manager's position, responsibility, competence, experience and performance. The senior manager may be offered the opportunity to change salaries between fixed salary and pension respectively other benefits, provided that it is cost neutral for the Company.
Annual variable compensation shall be related to the outcome of the Company's annual goals and strategies and shall be based on predetermined and measurable criteria designed with the aim of promoting short as well as long-term value creation. The proportion of the total remuneration that consists of variable remuneration will vary depending on the position. In the case of the CEO and other senior executives, the variable remuneration may correspond to up to a maximum of 200 and 150 percent respectively, of the annual fixed salary in exceptional circumstances. The variable remuneration shall not be pensionable, insofar as nothing else follows from mandatory collective agreement provisions. The board shall be able, in accordance with law or agreement, with the limitations that follow from it, to fully or partially recover variable remuneration paid on incorrect grounds.
Long Term incentives in the form of warrant-based incentive programs are being provided to the CEO, Executive management and selective other key positions.
Pension benefits for Swedish employees shall be premium based, insofar as the executive is not covered by defined-benefit pension in accordance with mandatory collective agreement provisions. The pension premiums for premium based pensions may amount to a maximum of 40 percent of the senior executive's annual fixed salary.
Other benefits may include car benefits, occupational health care, life, travel and health insurance and other similar benefits. Other benefits may correspond to a maximum of 10 percent of the senior manager's annual fixed salary.
Consulting fees must be market-based. To the extent that consulting services are performed by a board member of the Company, the board member concerned is not entitled to participate in the board's (or the remuneration committee’s) preparation of issues concerning remuneration for the relevant consulting services.
Criteria for payment of variable remuneration
The criteria for the annual variable remuneration shall be determined annually by the board in order to ensure that the criteria are in line with Senzime’s current business strategy and financial targets for the year. The criteria can be individual or collective, financial or non-financial and shall be designed in such a way that they promote the Company’s business strategy, sustainability strategy and short as well as long-term interests. The criteria will, for example, be linked to the Company achieving certain businessrelated goals, for example regarding sales and permits. The criteria can also be linked to the employee itself, for example that employee’s specific contributions to specific desired outcomes. Eligibility will always be related to an employee having worked within the Company for a certain period of time.
The assessment of whether the preset criteria have been met or not will normally be made at the end of the calendar year. The assessment of whether financial criteria have been met shall be based on the most recently published financial information by the Company. The board decides on the payment of any variable remuneration after preparation and recommendation by the remuneration committee.
Salary and terms of employment for employees
In order to assess the reasonableness of the guidelines, the board has taken into account the salary and terms of employment for the Company's employees when preparing the proposal for these guidelines. In doing so, the board has taken into account information regarding the employees' total remuneration, what forms the remuneration consists of and the increase and growth rate of the remuneration over time.
Termination period and severance pay
With regard to the CEO, the notice period in the event of termination by the Company shall not exceed twelve months, while the notice period in the event of termination by the CEO shall not exceed six months.
With regard to senior management other than the CEO, the notice period in the event of termination by the Company shall be a minimum of three months and a maximum of six months, while the notice period in the event of termination by the senior manager shall be a minimum of three months and a maximum of six months, unless otherwise follows by law.
Severance pay can be paid to senior management in the event of termination by the Company. Fixed salary during the notice period and severance pay may not, in aggregate, exceed an amount corresponding to the fixed salary for one year.
Compensation may be paid for non-compete undertakings. Such compensation shall compensate for any loss of income and shall only be paid to the extent that the former senior manager has no right to severance pay. The remuneration may amount to a maximum of 60 percent of the senior manager's fixed salary at the time of termination, unless otherwise follows from mandatory collective agreement provisions. Such compensation may be paid during the period in which the compete undertaking is valid, which may not exceed 12 months after the termination of employment, with the possibility of settlement against other income from employment or pursuant to a consulting agreement.
Decision-making process for establishing, reviewing and implementing the guidelines
The board has established a remuneration committee and the committee’s mains tasks include preparing the board’s decisions regarding renumeration principles, renumeration and other terms of employment for the Company management, monitoring and evaluating ongoing and under the year completed programs for variable remuneration to the senior management, and monitoring and evaluating the application of the guidelines for remuneration to the senior management which is to be decided by the general meeting, and renumeration structures and levels in the Company. The committee's tasks also include preparing the board's decision on proposals for guidelines for remuneration to the senior management.
The board shall prepare proposals for new guidelines in the event of a need for significant changes to the guidelines, however, at least every fourth year. The board shall submit the proposal for resolution to the general meeting. The guidelines shall be in force until new guidelines are adopted by the general meeting.
In order to avoid conflicts of interest, the senior management will not participate in the board’s processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.
Deviations from the guidelines
The board may decide to temporarily deviate from the guidelines only in individual cases if there are special, considerable and well-articulated reasons for doing so and the deviation is necessary to meet Company’s medium, short term or long-term interests and sustainability or to ensure the Company's financial viability.
Special and considerable reasons may, for example, (but is not limited to) be that a deviation is deemed necessary in order to recruit or retain key personnel or in extraordinary circumstances such as that the Company achieves a certain desired result in a shorter time than planned, that the Company succeeds in concluding a certain agreement in a shorter time and with better conditions than anticipated or that the Company increases in value or increases its sales or profit to a greater extent than forecasted.