Share-based incentive program 2021/22
2022年2月18日 - 9:19PM
Share-based incentive program 2021/22
Nørresundby, Denmark, 18 February 2022Announcement
no. 07/2022
The Board of Directors of RTX A/S has decided to
continue the share-based incentive program in accordance with the
remuneration policy adopted at the Annual General Meeting on 23
January 2020. Therefore, RTX will launch a share-based incentive
program for 2021/22 comprising a long-term share-based bonus in the
form of Restricted Share Units (“RSU”) and an accelerated long-term
share-based bonus in the form of accelerated Restricted Share Units
(“Accelerated RSU”) as defined in the remuneration policy and as
further described below.
The remuneration policy of RTX is available at
www.rtx.dk in the “Investors” section.
Restricted
Share
UnitsThe long-term share-based
bonus in the form of RSUs follows the structure of the previous
share-based incentive programs and will be earned and matured over
a three-year period based on fulfilment of targets for key
performance indicators as defined by the Board of Directors.
Subject to vesting, each RSU provides the participant with the
right to receive one share in RTX A/S of nominally DKK 5.
Participants and Purpose |
The Executive Board, Group Executive Management and other specified
senior management and specialist positions in the Group. In total,
the program for 2021/22 includes approx. 55 participants. The
purpose of the program is to create shared interests between the
participants in the program and RTX and its shareholders as well as
to create incentives for the retention of the participants at RTX.
The targets set in the program are set so as to emphasize
incentives related to retention. |
Number of Restricted Share Units |
If all pre-defined targets are met or exceeded, a total number of
69,800 shares will be granted with a total present value / fair
value of DKK 7.5 million as calculated based on an adjusted
Black-Scholes model reflecting the specific terms and conditions of
the program and the share price at the time of RTX’s Annual General
Meeting on 27 January 2022.The actual number of RSUs distributed
may range from 0 to 100 percent of the total number above and is
determined by RTX’s performance in the financial years 2021/22,
2022/23 and 2023/24, by the share price at the time of vesting
being above a minimum floor level and by the continued employment
of the participants. |
Timing |
The RSUs will at the earliest vest and be granted as shares after
the Annual General Meeting in January 2025. |
Targets/Performance Indicators |
The vesting of RSUs depends on the fulfillment of defined minimum
targets for EBITDA in the three-year period from the award
(financial years 2021/22, 2022/23 and 2023/24), on the share price
at the time of vesting being above a floor level, and it is further
dependent on the conduct of RTX’s business in compliance with the
principles of the UN Global Compact as adopted by RTX. |
Conditions |
The RSUs are governed by the specific terms and conditions of the
program in accordance with the remuneration policy of RTX and
subject to mandatory law. If a participant chooses to leave RTX
before the time of vesting, the participant’s right to receive the
shares will generally lapse. No payments for the granted shares are
made by the participants. |
Adjustments to the Program |
The number of shares available for grant may be adjusted in the
event of relevant changes in the capital structure of RTX. Further
the program is subject to a usual clawback provision. |
The total number of RSUs granted is covered by
the Company’s current holding of treasury shares.
Accelerated restricted share
unitsThe accelerated long-term share-based bonus in the
form of Accelerated RSUs will be earned and matured over a
three-year period based on fulfilment of ambitious targets for key
performance indicators as defined by the Board of Directors.
Subject to vesting, each Accelerated RSU provides the participant
with the right to receive one share in RTX A/S of nominally DKK
5.
Participants and Purpose |
The Executive Board, Group Executive Management and other specified
senior management positions in the Group. In total, the program for
2021/22 includes six participants. The purpose of the program is to
create shared interests between the participants in the program and
RTX and its shareholders, to promote the achievement of RTX’s
longer term goals and to create incentives for the retention of the
participants at RTX. |
Number of Restricted Share Units |
If all pre-defined targets are met or exceeded, a total number of
54,112 shares will be granted with a total present value / fair
value when granted of DKK 3.9 million as calculated based on an
adjusted Black-Scholes model reflecting the specific terms and
conditions of the program and the share price at the time of RTX’s
Annual General Meeting on 27 January 2022.The actual number of
Accelerated RSUs distributed may range from 0 to 100 percent of the
total number above and is determined by RTX’s performance in the
financial year 2023/24, by the share price at the time of vesting
being above a minimum floor level and by the continued employment
of the participants. |
Timing |
The Accelerated RSUs will at the earliest vest and be granted as
shares after the Annual General Meeting in January 2025. |
Targets/Performance Indicators |
The vesting of RSUs depends on the fulfillment of defined ambitious
targets for EBITDA and revenue in the financial year 2023/24, on
the share price at the time of vesting being above a floor level
and it is further dependent on the conduct of RTX’s business in
compliance with the principles of the UN Global Compact as adopted
by RTX. |
Conditions |
The RSUs are governed by the specific terms and conditions of the
program in accordance with the remuneration policy of RTX and
subject to mandatory law. If a participant chooses to leave RTX
before the time of vesting, the participant’s right to receive the
shares will generally lapse. No payments for the granted shares are
made by the participants. |
Adjustments to the Program |
The number of shares available for grant may be adjusted in the
event of relevant changes in the capital structure of RTX. Further
the program is subject to a usual clawback provision. |
The total number of Accelerated RSUs granted is
covered by the Company’s current holding of treasury shares.
Questions and further information:
CEO Peter Røpke, tel: +45 96 32 23 00
- RTX CA No 07-2022 - 18.02.22 - Share-based incentive program
2021-22
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