Corporate Governance
Remuneration
Remuneration
The principles and decision-making processes for the remuneration of the Board of Directors and CEO and for the key terms of the service contract are set forth in Talenom Plc’s remuneration policy. Talenom’s Annual General Meeting has on 14 March 2024 supported the remuneration policy presented to it by the Board of Directors. The remuneration policy is valid until the 2028 Annual General Meeting if the remuneration policy is not replaced with a new or revised version prior to this.
The salaries and benefits paid to Talenom’s Board of Directors and CEO are presented in the annually published Remuneration Report.
Previous Remuneration Reports can be found in the archive at the end of this page.
Remuneration principles add
The key principles of Talenom Plc’s remuneration policy are
- transparency
- market orientation and
- rewarding good performance.
The company’s remuneration principles apply to the entire personnel.
A well-functioning and competitive remuneration is an essential tool for engaging competent directors and executives for the company. This, in turn, contributes to the financial success of the company and the implementation of good corporate governance. In addition to supporting the company’s long-term profitability and results, remuneration supports the implementation of the objectives set by the company and the company’s strategy.
Decision-making process add
Talenom Group’s remuneration principles and policies are addressed by the company’s Board of Directors. The company does not have a remuneration committee appointed by the Board of Directors for the administration of the remuneration scheme. It has not been considered necessary, taking into account the nature and scale of the company’s operations.
Board of Directors
- The company’s Board of Directors approves and proposes the company’s remuneration policy to the general meeting.
- The Board of Directors shall monitor and supervise the functionality of the remuneration policy, the competitiveness of remuneration and how the remuneration policy promotes the company’s and group’s long-term objectives.
- Prepares the suggestion concerning remuneration to the Annual General Meeting.
- In addition to the CEO appoints the other members of the Executive Board and decides on the benefits paid to the members of the Executive Board and other terms of the employment contracts in line with the valid remuneration policy.
- the Board of Directors decides on the company’s remuneration and incentive scheme.
Annual General Meeting
- Decisions concerning the remuneration of the Board of Directors are made in general meetings.
- Decides in an advisory role whether it supports the remuneration policy presented by the Board. If the majority of the general meeting of a listed company opposes the presented remuneration policy, an amended policy and a statement of how the new policy takes into account the general meeting’s resolution on the previous policy must be presented no later than in the next annual general meeting.
Remuneration of Board of Directors add
Decisions concerning the remuneration of the Board of Directors are made in general meetings for a single term of office at a time based on a proposal of the Board of Directors. The decision on the remuneration of the Board of Directors shall be based on the valid remuneration policy presented to the general meeting.
Remuneration of the Board of Directors 2026
The Annual General Meeting held on 23 April 2026 decided that the Board members shall be paid the following annual fees:
- Chairman of the Board of Directors: EUR 4,500 per month
- Other members of the Board of Directors EUR 2,200 per month
Additionally, the travel expenses of the members of the Board of Directors are compensated in accordance with the company’s travel policy.
Paid remuneration in 2025
| Name | Annual fees | Other financial benefits | Total |
|---|---|---|---|
| Harri Tahkola (Chairman of the Board) | 72,000 | 72,000 | |
| Olli Hyyppä (Board member) | 6,000 | 6,000 | |
| Mikko Siuruainen (Board member) | 26,400 | 26,400 | |
| Elina Tourunen (Board member) | 26,400 | 26,400 | |
| Johannes Karjula (Board member) | 26,400 | 26,400 | |
| Sampsa Laine (Board member) | 19,800 | 19,800 | |
| Erik Tahkola (Board member) | 26,400 | 26,400 | |
| Total | 203,400 | 203,400 |
Remuneration of the CEO add
Decisions concerning the remuneration of the company’s CEO and the terms applicable to the service contract of the CEO are made by the company’s Board of Directors within the limits of the valid remuneration policy presented to the general meeting.
The remuneration of the CEO consists of a monthly salary, employee benefits and performance-based incentive systems. The incentive systems consist of an annual short-term performance bonus scheme and long-term share incentive scheme. The CEO’s basic salary shall be aligned with the interest of the company and its shareholders. The basic salary shall be competitive in the labour market comparison in order to be able to induce and engage talented professionals to the company’s service. The objective is that variable fees would not exceed 100% of the fixed salary in the remuneration of the CEO.
Remuneration of the CEO consists of the following elements:
Fixed salary component: monthly salary and fringe benefits
CEO Otto-Pekka Huhtala’s fixed annual salary including fringe benefits was EUR 239,430.00, of which fringe benefits accounted for EUR 15,222.00. Juho Ahosola, who started as the company's CEO in February 2026, has a fixed annual salary of EUR 213,000.
Short-term incentive scheme
The CEO, like the other members of the Executive Board, is entitled to a performance bonus when predetermined criteria are met. The criteria consider the company’s net sales, EBITDA, EBIT, customer retention, operational efficiency, personnel satisfaction, progress in product development and product group-specific growth. In addition, the Board of Directors
separately assesses the performance of the CEO in his or her task and decides on a separate performance bonus to
be paid to the CEO.
The Board of Directors set revenue, EBITDA and strategy implementation as the earning criteria for the CEO’s short-term incentive in 2026.
Long-term incentive schemes
The purpose of the long-term performance bonus is to motivate the CEO to increase shareholder value over the
long term and further commit the CEO to the company. CEO Juho Ahosola is included in the 2026-2029 Performance Share plan 2026-2029.
Performance Share plan 2026-2029
The terms and conditions of the plan are presented in the section 'Performance Share plan 2026-2029'.
Remuneration of the CEO Otto-Pekka Huhtala during the financial period 1 January 2025 to 31 December 2025
| Fixed annual salary (including fringe benefits) | Paid short-term incentive bonus | Share-based or option-based bonus | Total remuneration | |
|---|---|---|---|---|
| CEO | 239,430 | 10,000 | 0 | 249,430 |
| 96% | 4% | 0% |
Other principal terms of the CEO’s employment relationship
In line with the CEO contract, the CEO will work in the task until further notice and the period of notice applied to the contract is three months. The retirement age is determined by law. A normal pension contribution in accordance with the pension legislation is paid on the CEO’s salary. The performance bonus can at most be 50% of the fixed annual salary (gross). Juhoa Ahosola's CEO contract does not include supplementary pension payments.
Remuneration of the Executive Board add
The Board of Directors appoints the other members of the Executive Board and decides on the benefits paid to the members of the Executive Board and other terms of the employment contracts in line with the remuneration policy.
Remuneration of the Executive Board consists of the following elements:
Fixed salary component: monthly salary and fringe benefits
The total fixed annual salary of the members of the Management Team (excluding the CEO) in 2025, including fringe benefits (phone and car benefit), totals EUR 1,192,673.
Remuneration of Executive board (excl. CEO) in 2025
| Salary | 1,073,039 |
| Fringe benefits | 25,461 |
| Severance pay | - |
| Short term incentive scheme | 60,651 |
| Long term incentive scheme | |
| Supplementary pension | 33,521 |
| Other taxable benefits | - |
| Total remuneration | 1,192,673 |
Short-term incentive scheme
The purpose of the short-term incentive scheme is to direct the performance of the individual and organisation and to support fast implementation of strategic projects. Performance targets are based on targets agreed on in advance that the Board verifies annually. The Board annually assess and verifies the achievement of targets or for performance periods longer than 12 months, at the end of each performance period.
The members of the Executive Board are entitled to the performance bonus when the predetermined criteria are met. The criteria are the same as for the CEO and they consider:
net sales
EBITDA
customer retention
operational efficiency
personnel satisfaction
progress in product development
and product group-specific growth
The performance bonus is determined based on a term lasting 12 months. The maximum amount of fees paid from the short-term incentive scheme is tied to the number of shares.
Long-term incentive schemes
The purpose of the long-term performance fee is to motivate the Executive Board to work in the long-term to increase shareholder value and further commit the Executive Board to the company. The members of the Executive Board are included in the Performance Share Plan 2024–2027 and 2020–2024. They are also included in the option schemes.
Performance Share Plan 2024–2027
The performance share plan 2024–2027 consists of three performance periods. The Board of Directors resolves on the plan’s performance criteria and targets to be set for each criterion at the beginning of the performance period. The potential reward based on the plan will be paid partly in the company’s shares and partly in cash after the end of a performance period. The cash proportion is intended to cover taxes and tax-related expenses arising from the reward to a participant. As a rule, no reward is paid, if the participant’s employment or service terminates before the reward payment. The company’s Executive Board Member is obliged to hold at least half of the net number of shares paid to the member based on the plan, until the value of his or her shareholding in the company equals the value of his or her annual base salary. Such number of shares must be held as long as the membership in the Executive Board continues.
The Performance Share Plan 2020-2024
The Performance Share Plan consists of three performance periods, covering the calendar years 2020–2022, 2021–2023 and 2022–2024. The potential reward based on the plan will be paid partly in the Company’s shares and partly in cash after the end of a performance period. Each member of the Company’s Executive Board is obliged to hold at least 50 per cent of the net number of shares paid to them on the basis of the plan until the value of his or her shareholding in the Company is equal to the value of his or her gross annual salary. These shares must be held for as long as the person remains a member of the Executive Board.
The criteria and maximum rewards of the valid share-based incentive schemes are explained under Share-based incentive schemes.
Option schemes
The members of the Executive Board are included in the option schemes. Read more about valid stock option schemes under Option schemes.
Other principal terms of the Executive Board's employment relationships
The members of the Executive Board work in their positions until further notice and the period of notice applied to the employment relationships is two months. The pensions of other members of the Executive Board are determined in accordance with the Employees’ Pensions Act (TyEL).
In addition to the statutory pension, the Company has agreed on supplementary pension insurance arrangements with its key personnel. The Board decides on payments of supplementary pension insurance arrangements. No payments have been made to supplementary pension insurance arrangements since 2015.
Share-based incentive schemes add
The Board decides on the Company’s remuneration and incentive schemes. The aim of the incentive schemes is to unify the objectives of the shareholders and key personnel to increase the Company’s value in the long term and to commit key personnel to the Company and offer them competitive remuneration systems that are based on earning Company shares.
Talenom currently has two share-based incentive schemes directed at the Group’s key personnel: The Performance Share Plan 2024–2027 and 2020–2024. The company also has valid option schemes 2021, 2022 and 2023.
Performance Share plan 2026-2029
The Board of Directors of Talenom Plc has resolved on a new performance share plan for the Group’s key employees in 2026-2029. The plan is part of share-based incentive plans for the Group’s key employees. The aim is to align the objectives of the shareholders and key employees for increasing the value of the company in the long-term, to commit the key employees to the company and offer them competitive incentive schemes that are based on earning and accumulating shares.
The performance share plan 2026–2029 consists of three (3) two-year vesting periods: calendar years 2026–2027, 2027–2028 and 2028–2029. In the scheme, the participant has the opportunity to earn Talenom Plc shares based on the achievement of the performance criteria. The Board of Directors resolves on the plan’s performance criteria and targets to be set for each criterion at the beginning of the performance period. The potential reward based on the plan will be paid after the end of a performance period.
The potential reward based on the plan will be paid partly in the company’s shares and partly in cash after the end of a performance period. The cash proportion is intended to cover taxes and tax-related expenses arising from the reward to a participant. As a general rule, no reward is paid if the participant’s employment or service terminates before the reward payment.
Each member of the company’s Executive Board is obliged to hold at least 50 percent of the net number of shares paid to the member based on the plan until the value of their shareholding in the company equals the value of their annual base salary. These shares must be held as long as the membership in the Executive Board continues.
During the performance period 2026–2027, the reward is based on the Group’s net sales growth, EBITDA development and execution of the company's strategy.
The rewards to be paid based on the performance period 2026–2027 correspond to the value of a maximum total of 900,000 Talenom Plc shares, including also the proportion to be paid in cash. The target group consists of approximately 90 key personnel, including the CEO and members of the company’s Executive Board.