Share-based incentive program 2021/22
Nørresundby, Denmark, 18 February 2022
Announcement 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 Units
The 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 units
The 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
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