The Board of Directors of Alma Media Corporation decided on new plan periods within the share-based long-term incentive schemes for key employees
Alma Media Corporation Stock Exchange Release 14 February 2020 at 9.00 a.m.
THE BOARD OF DIRECTORS OF Alma Media Corporation DECIDED ON NEW PLAN PERIODS WITHIN THE SHARE-BASED LONG-TERM INCENTIVE SCHEMES FOR KEY EMPLOYEES
The Board of Directors of Alma Media Corporation has decided on a new plan period in the share-based long-term incentive scheme of the Company’s top management. The Board of Directors, at the same time, decided on a new plan period in the share-based long-term incentive scheme for the other key personnel of Alma Media Corporation. The new plan structures were established and announced originally in December 2018.
The objective of both share-based incentive schemes is to align the interests of the management and other key employees with those of Alma Media's shareholders by creating a long-term equity interest for the plan participants and, thus, to promote share value creation in the long term as well as to drive performance culture, to retain critical key resources and to offer them with competitive compensation for excellent performance in the company.
New plan period in the top management matching share plan (MSP 2020)
In the matching share plan (MSP 2020), the participant will receive two matching shares for each invested share free of charge after a three-year holding period. If all the eligible individuals participate in MSP 2020 by making the required share investment, the maximum aggregate amount of matching shares to be delivered based on the fixed matching ratio is 130,000 shares (representing a gross reward from which the applicable payroll tax is withheld and the remaining net value is paid to the participants in shares). The fixed matching shares will be delivered in the spring 2023.
In MSP 2020 the potential performance-based share rewards will be delivered to the participants after the three-year performance period in the spring 2023 provided that the performance targets set by the Board of Directors for the plan are achieved.
The performance targets applied to MSP 2020 are the relative total shareholder return of Alma Media’s share (TSR), the growth of Alma Media’s digital business operations and Alma Media’s earnings per share (EPS). If the performance targets set by the Board of Directors are achieved in full, the participant will receive in total four performance-based matching shares for each invested share free of charge. In that case, if all the eligible individuals participate in MSP 2020 by making the required share investment, the maximum aggregate amount of performance-based matching shares delivered based on MSP 2020 is 260,000 shares (representing a gross reward from which the applicable payroll tax is withheld and the remaining net value is paid to the participants in shares).
Eligible to participate in MSP 2020 are the members of Alma Media’s Group Executive Team.
The aggregate gross value of MSP 2020, based on the current value of Alma Media’s share, is approximately EUR 3.5 million.
New plan period in the Performance Share Plan (PSP 2020)
The performance share plan (PSP 2020) commences effective as of the beginning of 2020 and the potential share rewards thereunder will be paid in the spring 2023 provided that the performance targets set by the Board of Directors for the plan are achieved. The potential rewards will be paid in shares of Alma Media Corporation.
The performance targets applied to PSP 2020 are the relative total shareholder return of Alma Media’s share (TSR), the growth of Alma Media’s digital business operations and EBIT of the participant’s relevant business area.
Eligible to participate in PSP 2020 will be approximately 55 individuals.
If all the performance targets set for PSP 2020 are fully achieved, the aggregate maximum number of shares to be paid based on this second plan within the performance share structure is approximately 226,000 shares (representing a gross reward from which the applicable payroll tax is withheld and the remaining net value is paid to the participants in shares).
The aggregate gross value of PSP 2020, based on the current value of Alma Media’s share, is approximately EUR 2.0 million.
Other terms
Based on the employment precondition applied to both of the above plan structures the individual participant is not, as a main rule, entitled to any share reward based on the plan if the individual’s employment with Alma Media Group terminates before the payment date of the reward.
Alma Media applies a share ownership recommendation to the members of the its Group Executive Team. According to this recommendation each member of the Group Executive Team is expected to retain in his/her ownership at least half of the net shares received under the share-based incentive plans of the company until the value of his/her share ownership in Alma Media corresponds to at least his/her annual gross base salary.
The Board of Directors anticipates that no new shares will be issued based on the above share-based incentive schemes and that the schemes will, therefore, have no dilutive effect on the registered number of the Company's shares.
ALMA MEDIA CORPORATION
Board of Directors
Alma Media in brief
Alma Media is a dynamic digital service business and media company with a strong capacity for renewal. The company’s best-known brands are Kauppalehti, Talouselämä, Iltalehti, Aamulehti, Etuovi.com and Monster. Alma Media builds sustainable growth expanding its offering from media to related digital services fulfilling the needs of users’ everyday life as consumers and as professionals in business. Alma Media operates in 11 countries in Europe. Alma Media employs approximately 1,800 professionals. Alma Media’s revenue from continuing operations was EUR 250.2 million in 2019. Alma Media’s share is listed on NASDAQ Helsinki. Read more at www.almamedia.com