Remuneration

Preparation and approval

The remuneration policy, and possible material amendments thereto, will be prepared by the Remuneration Committee of the Board of Directors, or similar corporate body to which the preparation of remuneration has been assigned. The Board of Directors will handle, approve and present the remuneration policy and material amendments thereto to the General Meeting. The General Meeting makes a consultative decision as to whether it adopts the remuneration policy that has been presented to the General Meeting. The shareholders may not propose changes to the remuneration policy that has been presented to it. If the majority of the General Meeting does not decide to adopt the presented policy, a revised remuneration policy will be presented to the following Annual General Meeting at the latest.

In such a case, the decision on the remuneration of the Board of Directors and the President and CEO shall be based on the remuneration policy that has been presented earlier to the General Meeting, until the revised remuneration policy has been handled at the General Meeting.

Follow-up

The Remuneration Committee of the Board of Directors will observe the implementation of the remuneration policy annually, and when necessary, presents to the Board of Directors its proposals for actions in order to ensure proper fulfilment of the remuneration policy. The Board of Directors will present the remuneration policy to the General Meeting within, at least, intervals of four (4) years and always when material amendments have been made to the policy.

The Board of Directors will also annually present a remuneration report to the Annual General Meeting, thus allowing the shareholders to evaluate the fulfilment of the remuneration policy in the company. The General Meeting will decide on the approval of the remuneration report.
The decision of the General Meeting on the remuneration report is of consultative nature.

Implementation

The General Meeting of Rapala VMC Corporation will annually decide on the remuneration of the members of the Board of Directors based on the proposal of the Board of Directors or the Remuneration Committee of the Board or similar corporate body to which the preparation of remuneration has been assigned. The decision on the remuneration of the Board of Directors will be based on the remuneration policy that has been presented to the General Meeting.

The Board of Directors of the company will decide on the remuneration of the President and CEO in accordance with the remuneration policy. The Remuneration Committee will prepare matters pertaining to the remuneration, utilizing assistance of independent external experts when necessary.

In share-based incentive schemes, the issuance of shares, options or special rights entitling to shares is based on a resolution of the General Meeting or a resolution of the Board of Directors of the company authorized by the General Meeting.

The General Meeting decides annually on the remuneration to be paid to the Board members for their Board and Committee work. If a member of the Board of Directors has an employment or service relationship with the company, he/she will be paid a normal salary based on the employment or service relationship.

The following fees were approved by the 2025 Annual General Meeting: annual fee paid to each Board member is EUR 25,000 and EUR 70,000 to the Chairman of the Board. Board members are paid EUR 1,000 per meeting for attendance at meetings of the Board and its committee.

Board Remuneration is paid fully in cash and does not include pension payments or reimbursement for expenses. Members of the Board of Directors are not included in Rapala VMC’s short- or long-term incentive programs.

Remuneration of Board in 2025

The remuneration of the President and CEO and Deputy CEO may consist of a fixed monthly salary with benefits in kind and variable remuneration components, which may include, for example, a short-term performance-based incentive scheme and a long-term share-based incentive scheme or other long-term incentive scheme.

Basic salary and benefits

Lars Ollberg acted as the President and CEO until March 6th 2025 and remained employed by Rapala VMC until June 30th 2025. Ollberg was paid a total remuneration of EUR 376 922, including base salary, benefits
and a short-term incentive bonus based on the financial year 2024.

As the Deputy CEO until March 6th 2025, Cyrille Viellard was paid a total remuneration of EUR 153 073, including base salary, benefits and a short-term incentive bonus based on the financial year 2024. As the President and CEO from March 7th 2025 onwards, Cyrille Viellard was paid a total remuneration of EUR 258 910, including base salary and benefits.

Incentive schemes

Short-term incentives

The President and CEO and the Deputy CEO are currently part of the company’s performance-based short-term incentive scheme. The criteria in the incentive scheme are net sales, comparable EBIT and average inventory. In addition, the criteria include a proportion at the discretion of the Board of Directors.

During 2025, Lars Ollberg and Cyrille Viellard participated in the Company’s performance-based short-term incentive plan (STI 2025). For both, the rewards were based on financial and appreciation-related criteria. The maximum remuneration to Lars Ollberg under the STI 2025 was EUR 43 750 and for Cyrille Viellard EUR 175 000.

The achievement of the criteria for Lars Ollberg was 73%, corresponding to a pay-out of EUR 31 719. The achievement of the criteria for Cyrille Viellard was 73%, corresponding to a pay-out of EUR 126 875. The rewards from STI 2025 will be paid during the financial year 2026.

During 2025, Lars Ollberg and Cyrille Viellard were paid a bonus of EUR 176 840 and EUR 107 500, respectively, based on the short-term incentive from 2024.

Long-term incentives

President and CEO Cyrille Viellard participated in the performance period covering financial years 2025–2027 under the Performance Share Plan 2025–2029. The purpose of the plan is to align the interests of the company’s shareholders and key employees to increase the company’s value in the long-term, to commit key employees to implement the Company’s strategy, objectives and long-term interests and to offer them a competitive incentive plan based on earning and accumulating the Company’s shares. In the plan, the target group has an opportunity
to earn Rapala VMC’s shares based on performance. The participants are able to increase their personal earning opportunity by investing in Rapala VMC’s shares.

As a rule, no reward will be paid if the President and CEO’s director contract terminates before the reward payment. The President and CEO must hold 50% of the received shares, until the value of the President
and CEO’s total shareholding in Rapala VMC equals to 100% of the President and CEO’s annual base salary for the preceding calendar year. Such number of Rapala VMC shares must be held as long as the position as the President and CEO continues.

Other principal terms of the employment relationship

There are no supplementary pension arrangements for the President and CEO or the Deputy CEO. The retirement age and pension of both are determined by local legislation.

At present, the company has not established principles governing the ownership of company shares by the President and CEO or the Deputy CEO.

The employment contracts of the President and CEO and the Deputy CEO can be terminated mutually, subject to a six-month period of notice. No separate severance pay has been agreed for either, but the President and CEO and the Deputy CEO will receive pay for the period of notice.

The Remuneration Committee appointed by Rapala VMC Corporation’s Board of Directors prepares and makes proposals on the remuneration and other benefits of the Global Management Team to the Board of Directors based on the Rules of Procedure. Based on the Committee’s proposals, the Board of Directors decides on the remuneration of the Management Team.

Basic salary and benefits

The basic salaries and fringe benefits of the members of the Global Management Team are generally based on job performance, the complexity of the job and the individual's experience.

Short-term incentives

The members of the Global Management Team participate in the Group’s senior management bonus scheme. The amount and payment of the bonus require that the financial and strategic targets are achieved. If the targets are not achieved, payment of bonus is fully at the discretion of the Board of Directors. Bonuses awarded under the scheme are paid once a year. Principally, the bonus can be no more than 100 percent of the annual salary.

Long-term incentives

Performance Share Plan 2025–2029

The Performance Share Plan 2025–2029 consists of three performance periods, covering the financial years 2025–2027, 2026–2028 and 2027–2029 respectively. The Board of Directors will resolve annually on the commencement and details of a performance period. In the plan, the target group has an opportunity to earn Rapala VMC’s shares based on performance. The participants are able to increase their personal earning opportunity by investing in Rapala VMC’s shares.

For the performance period 2025—2027 the plan’s target group consists of approximately 60 key employees, including the members of the Management Team and the CEO. The performance criteria of the first performance period 2025–2027 are tied to Leverage, EBIT and Total Shareholder Return. The potential rewards from the plan will be paid after the end of each performance period. The value of the rewards to be paid on the basis of the period 2025—2027 corresponds to a maximum total of 544,000 shares of Rapala VMC, including also the proportion to be paid in cash. The potential reward will be paid partly in Rapala VMC shares and partly in cash. The cash proportion of the reward is intended to cover taxes and statutory social security contributions arising from the reward to the key employee. As a rule, no reward will be paid if the key employee’s employment or director contract terminates before the reward payment.

Other principal terms of the Global Management Team's employment relationships

The members of the Global Management Team are employed by the parent company or one of its subsidiaries. The notice periods of the Global Management Team members' employment relationships are based on local employment contract legislation and practices. They can be described as standard. No separate severance pay has been agreed and the compensation when employment ends is limited to the normal pay for the period of notice.

The pension and retirement age of each member of Rapala VMC Corporation’s Global Management Team is determined based on local mandatory pension legislation applicable to them. The company has not arranged separate defined contribution pension insurance or other supplementary pension arrangements for the members of the Global Management Team. Some members of the Global Management Team have limited supplementary pension arrangements due to local practices.

Remuneration of the Global Management Team in the previous financial year (2024)

Overall remuneration paid to the members of the Global Management Team (excluding President and CEO and the Deputy CEO).

Remuneration report 2024
Remuneration report 2023
Remuneration report 2022
Remuneration Report 2021
Remuneration Report 2020
Remuneration policy 2020