The main objectives of remuneration at Marimekko is to promote competitiveness and long-term financial success of the company, contribute to the favorable development of shareholder value and increase the commitment of the company’s key persons.
Remuneration of the members of the Board of Directors
The Annual General Meeting decides on the remuneration payable to the Board of Directors. The Audit and Remuneration Committee of the company handles and prepares matters related to the remuneration payable to the Board of Directors. The majority of members of the Audit and Remuneration Committee are independent of the company and its significant shareholders. A person serving the company under an employment or service agreement receives no fee for the membership of the Board of a Marimekko subsidiary.
The AGM of 16 April 2024 resolved that the annual remuneration payable to the members of the Board is as follows: EUR 55,000 to the Chair, EUR 40,000 to the Vice Chair and EUR 30,000 to the other Board members. Board members who reside outside Finland receive EUR 1,000 per Board meeting where they are physically present. It was further resolved that a separate remuneration be paid for committee work to persons elected to a committee as follows: EUR 2,000 per meeting to the Chair and EUR 1,000 per meeting to members.
The AGM also decided that approximately 40 percent of the annual remuneration of the members of the Board of Directors will be paid in Marimekko Corporation’s shares acquired from the market and the rest in cash. The shares will be acquired directly on behalf of the Board members within two weeks from the release of the interim report for 1 January–31 March 2024 or at the first time as possible under applicable legislation. There are no specific rules or limitation for owning shares received as Board remuneration. The annual remuneration is paid entirely in cash, if a Board member on the date of the AGM, 16 April 2024, holds the company’s shares worth more than EUR 1,000,000.
In addition to the annual remuneration of the Chair of the Board decided on by the AGM, Mika Ihamuotila will be paid a monthly fee of EUR 5,000 for half-time duty as the Chair pursuant to a separate executive service agreement. The Audit and Remuneration Committee separately evaluates the terms of the service agreement, but Mika Ihamuotila will not take part in the evaluation. Mika Ihamuotila will not receive a separate remuneration for the committee work. No other fees, such as remuneration for committee work, annual bonuses or benefits, in addition to the above-mentioned, are paid to Mika Ihamuotila. His pension is determined by the statutory employee pension plan (TyEL).
Fees paid to the Board Members in the financial year 2023
| Board member | Role/Committee membership | Annual remuneration, EUR 1,000 | Number of shares received as part of annual remuneration | Committee fees, EUR 1,000 | Other fees, EUR 1,000 | Total, EUR 1,000 |
| Carol Chen | 26 | 1,118 | – | – | 26 | |
| Mika Ihamuotila | Chair of the Board | 48 | – | – | 53* | 101 |
| Mikko-Heikki Inkeroinen | Member of the Audit and Remuneration Committee | 26 | 1,118 | 5 | – | 31 |
| Teemu Kangas-Kärki | Vice Chair of the Board and member of the Audit and Remuneration Committee | 35 | 1,505 | 10 | – | 45 |
| Tomoki Takebayashi | 26 | 1,118 | – | – | 26 | |
| Marianne Vikkula | Member of the Audit and Remuneration Committee | 26 | 1,118 | 5 | – | 31 |
Remuneration of the President and CEO
The Board of Directors of Marimekko Corporation decides on the salary and remuneration payable to the President and CEO. The Audit and Remuneration Committee of the company handles and prepares matters related to the terms of the service contract and remuneration of the President and CEO. All members of the Audit and Remuneration Committee are independent of the company and its significant shareholders.
The remuneration of the President and CEO consists of a regular salary and fringe benefits, an annual bonus as well as a long-term incentive system targeted at the company’s Management Group, including the President and CEO. Under the contract between the company and Tiina Alahuhta-Kasko, the President and CEO is, in addition to her regular salary, entitled to an annual bonus, the maximum amount of which corresponds to her regular salary for four months. The purpose of the short-term bonus is to promote company’s strategy through achievement of annual targets. In 2023, the performance criteria were based 50 percent on the development of the company’s net sales and 50 percent on the development of the company’s comparable operating profit. The principles determining the bonus are confirmed annually by the Board of Directors based on a proposal by the Audit and Remuneration Committee.
Remuneration of the President and CEO in the financial year 2023
| EUR 1,000 | Fixed annual salary + fringe benefits | Short-term bonus* | Long-term incentive | Other fees | Total |
| Tiina Alahuhta-Kasko | 378 | 74 | – | – | 453* |
The President and CEO’s pension is determined by the statutory employee pension plan (TyEL). If the President and CEO resigns of her own accord, the term of notice is six months. If the company terminates the contract, the term of notice is six months, but the President and CEO is entitled to a severance payment corresponding to her fixed salary of six months, in addition to her fixed salary during the term of notice. The remuneration in case of termination is tied to a fixed-term non-compete obligation.
Remuneration of other management
The Board of Directors of Marimekko Corporation decides on the salary and remuneration payable to the members of the Management Group. The Audit and Remuneration Committee of the company handles and prepares matters related to the terms of the service contracts and remuneration of senior management. All members of the Audit and Remuneration Committee are independent of the company and its significant shareholders.
The remuneration of the Management Group members consists of a fixed salary and fringe benefits, an annual bonus as well as a long-term incentives system. The annual bonus is based on the growth of the company’s consolidated net sales, operating result and individual objectives separately determined by the Board of Directors, which in 2023 included also sustainability related targets for all members of the Management Group. The members of the Management Group fall within the scope of the statutory employee pension plan (TyEL).
In 2023, the remuneration of other members of the Management Group (excluding the President and CEO) totaled EUR 2,294 thousand (2022: 1,788). In 2023 the other members did not receive remuneration on the basis of the share-based long-term incentive system (2022: 1,621). The next potential rewards are estimated to be paid in early autumn 2025.
Long-term incentive systems
On 15 February 2022, the Board of Directors establish a new incentive system, Performance share plan 2022–2026, targeted to the Management Group of Marimekko and at after a decision of the Board on 15 February 2023, it encompassing 11 people including the President and CEO.
The objective of the plan is to continue aligning the interests of the management with the interests of the shareholders and to encourage the management to work on a long-term basis with the aim to increase the shareholder value. The Performance share plan 2022–2026 is composed of two earnings periods: 1 January 2022–30 June 2025 and 1 January 2023–30 June 2026. The potential reward from each earnings period is based on total shareholder return (TSR) i.e. the total yield on Marimekko Corporation’s shares, including dividends, at the end of the period. The achievement of the required TSR levels will determine the proportion out of the maximum reward that will be paid to a participant. The potential rewards are primarily planned to be paid half in company shares and half in cash after each earnings period. The cash part of the reward is intended to cover the taxes and tax-like payments incurred by the participant. Earning the reward requires that the person is still working for the company at the time of the payment. The reward amounts earned through the plan will be capped if the maximum limit set by the Board for the payable reward is reached. The shares received as part of the reward are subject to a two-year transfer restriction.
The Board of Directors of Marimekko has decided that if the targets set for the first earnings period are met in full, the rewards to be paid on the basis of it correspond to the value of an approximate maximum total of 172,706 Marimekko shares including also the cash portion of the reward. The potential rewards from the first earnings period are estimated to be paid in early autumn 2025.
The Board has also decided that if the targets set for the second earnings period of 1 January 2023–30 June 2026 are met in full, the rewards to be paid on the basis of the period correspond to the value of an approximate maximum total of 290,148 Marimekko shares including also the cash portion of the reward. The potential rewards from the second earnings period are estimated to be paid at the latest by the end of September 2026.