Kalmar Corporation Addresses Board Composition and Pay Structure

Kalmar Corporation's Board Composition and Remuneration Proposal

The Shareholders' Nomination Board of Kalmar Corporation is gearing up for the upcoming Annual General Meeting, scheduled for March 2025. Significant proposals regarding the board's composition and remuneration structure are on the table, reflecting the company's commitment to excellence in governance.

Proposed Board Members

The Nomination Board has put forward a proposal to maintain an eight-member Board of Directors. This proposal includes re-electing current board members Jaakko Eskola, Lars Engström, Marcus Hedblom, Teresa Kemppi-Vasama, Vesa Laisi, Sari Pohjonen, and Emilia Torttila-Miettinen, along with the exciting addition of Casimir Lindholm as a new member. Each nominee has consented to their nomination and has been deemed independent of both the company and its significant shareholders.

Independence and Competence

Ensuring the board's independence and competence is a priority for the Nomination Board. Their comprehensive approach guarantees that each nominee possesses the necessary expertise and that collectively, the board has the required skills and experience to drive the company forward effectively.

Remuneration Framework for Board Members

The Nomination Board has also outlined a structured remuneration plan for board members, which is essential in attracting the right talent to manage the company's strategic direction. The proposed annual fees are as follows:

• Chair of the Board: EUR 160,000
• Vice Chair of the Board: EUR 95,000
• Other Board members: EUR 80,000

In addition to the base remuneration, financial incentives based on participation in various committees are also proposed:

• Chair of the Audit and Risk Management Committee: EUR 20,000
• Member of the Audit and Risk Management Committee: EUR 10,000
• Chair of the Personnel and Remuneration Committee: EUR 15,000
• Member of the Personnel and Remuneration Committee: EUR 10,000
• Chair of any additional committee: EUR 15,000 (maximum)
• Member of additional committees: EUR 5,000

Moreover, board members will receive a meeting fee: EUR 1,000 for local meetings, EUR 2,000 for international meetings, and EUR 3,000 for intercontinental meetings, reflecting a structured approach to compensating effort and participation.

Remuneration Payment Structure

Interestingly, around 40% of the annual remuneration will be compensated in Kalmar's class B shares, promoting alignment between board members' interests and those of shareholders. The acquisition of these shares will begin after the Q1 2025 interim results are announced, with the company handling any transfer fees associated with these shares.

Composition of the Nomination Board

The Nomination Board is composed of four members, selected from the two largest shareholders of each class of shares. This approach helps ensure that the board is closely aligned with shareholder interests while also fostering a comprehensive governance structure.

Members of the Nomination Board

Current members of the Nomination Board include:

• Ilkka Herlin, appointed by Wipunen Varainhallinta Oy
• Heikki Herlin, appointed by Mariatorp Oy
• Mikko Mursula, Deputy CEO at Ilmarinen Mutual Pension Insurance Company
• Carl Pettersson, CEO at Elo Mutual Pension Insurance Company

All members of the Nomination Board possess a wealth of experience, which will contribute significantly to Kalmar's governance and strategic direction.

Conclusion

In conclusion, Kalmar Corporation's upcoming proposals for board composition and remuneration reflect a strategic intent to enhance governance and accountability. With their focus on independence and expertise, alongside a robust remuneration strategy, Kalmar is positioned to navigate the evolving challenges of the market methodically.

Frequently Asked Questions

What is the main proposal put forward by the Shareholders’ Nomination Board?

The Shareholders’ Nomination Board proposes re-election of current members and the election of Casimir Lindholm to the Board of Directors during the upcoming Annual General Meeting.

How many members will Kalmar's Board of Directors have?

The proposed Board of Directors will consist of eight members, including the current and newly nominated members.

What is the proposed annual compensation for Board members?

The proposed annual compensation includes EUR 160,000 for the Chair, EUR 95,000 for the Vice Chair, and EUR 80,000 for other members.

How will the remuneration be structured?

Approximately 40% of the fixed yearly remuneration will be paid in Kalmar shares, with additional fees for committee participation and meeting attendance.

Who are the current members of the Nomination Board?

The Nomination Board includes Ilkka Herlin, Heikki Herlin, Mikko Mursula, and Carl Pettersson, each appointed by their respective companies based on share ownership.

About Investors Hangout

Investors Hangout is a leading online stock forum for financial discussion and learning, offering a wide range of free tools and resources. It draws in traders of all levels, who exchange market knowledge, investigate trading tactics, and keep an eye on industry developments in real time. Featuring financial articles, stock message boards, quotes, charts, company profiles, and live news updates. Through cooperative learning and a wealth of informational resources, it helps users from novices creating their first portfolios to experts honing their techniques. Join Investors Hangout today: https://investorshangout.com/

Disclaimer: The content of this article is solely for general informational purposes only; it does not represent legal, financial, or investment advice. Investors Hangout does not offer financial advice; the author is not a licensed financial advisor. Consult a qualified advisor before making any financial or investment decisions based on this article. The author's interpretation of publicly available data presented here; as a result, they should not be taken as advice to purchase, sell, or hold any securities mentioned or any other investments. If any of the material offered here is inaccurate, please contact us for corrections.