Remuneration The Annual General Meeting (AGM) decides on the remuneration of the Board of Directors. Upon the recommendation of the Board’s People and Sustainability Committee, the Board submits the Remuneration Policy (at least within every 4 years) and Remuneration Report (annually) to the AGM. The Board decides on the remuneration of the President and CEO within the confines of the Remuneration Policy, and on the remuneration of the other Leadership Team members based on the President and CEO’s proposal.In determining the remuneration, Vaisala takes into account its financial performance, employees’ knowledge and performance in their job, job grading and external remuneration references at relevant markets. Remuneration of the President and CEO follows the same principles and takes into account the special role of the position in the formation and implementation of the business strategy of the company and in achieving short- and long-term financial results.Remuneration PolicyRemuneration Report 2023Remuneration Report 2022Remuneration Report 2021Remuneration Report 2020Remuneration of the Board of DirectorsRemuneration of the members of the Board of Directors consists of an annual fee and a meeting fee. The members of the Board do not participate in incentive or retirement plans of the company.The Annual General Meeting held in March 2024 confirmed that that the annual remuneration payable to the Chair of the Board of Directors is EUR 55,000 and each Board member EUR 40,000 per year. Approximately 40% of the annual remuneration will be paid in Vaisala Corporation’s series A shares acquired from the market and the rest in cash. No special terms or conditions are associated with the share ownership. In addition, the Annual General Meeting confirmed that the meeting fee for the Chair of the Audit Committee would be EUR 1,500 per attended meeting and EUR 1,000 for each member of the Audit Committee and Chair and each member of the People and Sustainability Committee, the Nomination Committee, and any other committee established by the Board of Directors for a term until the close of the Annual General Meeting in 2025. In addition, members of the Board residing outside of Finland will be paid a meeting fee of EUR 1,000 per physical meeting attended. The meeting fees are paid in cash. Possible travel expenses are reimbursed according to the travel policy of the company.Remuneration of the President and CEOInformation on the President and CEO Kai Öistämö’s current remuneration is provided in the table below.SalaryThe fixed total salary, including base salary and fringe benefits, of the President and CEO is EUR 40,560 per month as of November 2024. He is entitled to vacation allowance as well.Short-term incentivesThe President and CEO is entitled to participate in short-term incentive (STI) plan. STI is based on predefined performance criteria, which are Vaisala EBIT, Vaisala net sales development and ESG. The maximum STI payment is 100% of annual salary.Share-based incentivesThe President and CEO is entitled to participate in Performance Share Plan 2021-2023, and 2022-2024, 2023-2025 and 2024-2026.The performance criteria of the performance share plan 2021-2023, 2022-2024 and 2023-2025 are based on the development of the total shareholder return (TSR) and the group’s profitability during the three-year plan period. The maximum gross number of reward shares in 2021-2023 plan is 23,100, in 2022-2024 plan is 20,000, and in 2023-2025 plan is 26,000. The potential rewards will be paid partly in the company’s shares and partly in cash in 2024, 2025 and 2026.The performance criteria of the performance share plan 2024-2026 are based on the development of the total shareholder return (TSR), the group’s profitability during the three-year plan period, and the ESG. The maximum gross number of reward shares in 2024-2026 plan is 34,000. The potential rewards will be paid partly in the company’s shares and partly in cash in 2027.The reward is conditional to continued employment in Vaisala.Shareholding requirementThe President and CEO is required to build up and hold the reward shares received from the share-based incentive plans so that his total shareholding in Vaisala corresponds to at least the annual gross base salary.Supplementary pensionThe President and CEO is entitled to participate in a supplementary defined contribution pension plan with an annual fee corresponding to two month’s base salary. The President and CEO’s retirement age is 62 years.Termination of agreementThe notice period for both parties is six months. If the company terminates the agreement, there is an additional severance pay equaling six times the monthly salary. Remuneration of the other Leadership Team membersThe Board of Directors decides on the remuneration of the other Leadership Team members based on the President and CEO’s proposal and Vaisala's remuneration strategy and principles. Overall remuneration of the Leadership Team members consists of a monthly total salary (including base salary and customary fringe benefits), pension plan, and short-term incentive (STI) plan as well as share-based incentive plan. Information on the current remuneration is provided in the table below.Short-term incentivesLeadership Team members are entitled to participate in short-term incentive (STI) plan. STI is based on predefined performance criteria, which are Vaisala EBITA and Vaisala Net Sales development as well as unit based performance metrics depending on the position. The maximum STI payment is 60 - 80% of annual salary.Share-based incentivesLeadership Team members are entitled to participate in Performance Share Plans.The performance criteria of the performance share plan 2021-2023, 2022-2024 and 2023-2025 are based on the development of the total shareholder return (TSR) and the group’s profitability during the three-year plan period. The total maximum gross number of reward shares in 2021-2023 plan is 70,067, in 2022-2024 plan 58,862 Vaisala series A shares, and in 2023-2025 is 80,433. The potential rewards will be paid partly in the company’s shares and partly in cash in 2024, 2025 and 2026.For Share Plan 2024-2026, the plan is based on predefined performance criteria, which are the Total Shareholder Return (TSR) of Vaisala’s share, operating profit during the performance period, and ESG. The maximum gross number of reward shares in 2024-2026 plan is 95,328. The potential rewards will be paid partly in the company’s shares and partly in cash in 2027.The reward is conditional to continued employment in Vaisala.In addition to the Performance Share Plan, Leadership Team members are also entitled to the Restricted Share Unit Plan (RSP) 2022-2026. The rewards allocated from RSP pool during this period correspond to the value of a maximum 9,500 Vaisala series A shares, including any portion that to be paid in cash. Shareholding requirementEach Leadership Team member is required to build up and hold the reward shares received from the share-based incentive plans so that the total shareholding in Vaisala corresponds to the member’s annual gross base salary.Supplementary pensionLeadership Team members are entitled to participate in a supplementary defined contribution pension plan with an annual fee corresponding to two month’s base salary depending on role. The plan defines the optional retirement age as 62 years.Termination of agreementNotice period for the Leadership Team members is three to six months for both parties depending on role. Share-based incentive plansVaisala has share-based incentive plans that are targeted to its key employees. In 2023, expenses related to share-based incentive plans totaled EUR 3.4 (4.0) million.Further information about share-based incentive plans is available in Consolidated Financial Statements note 7. Share-based payments.
