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Integrum implements new compensation package for its CEO

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Integrum AB (Nasdaq First North: INTEG B) has announced a new compensation package for Board Director and Acting CEO Scott Flora, focusing on performance-based incentives during the company's strategic transition. The package includes 200,000 Stock Appreciation Rights (SARs) with a maximum compensation of SEK 60 per SAR and a base price of SEK 29.30.

The SARs will vest at a rate of 20% every three months starting June 1, 2025, and can be exercised between September 1-October 31, 2026. Unvested SARs will lapse without payment. The company maintains flexibility to pay in either stock or cash. As part of this restructuring, Flora's fixed compensation will be reduced. This adjustment aligns with the company's executive compensation guidelines approved at the latest shareholders' meeting.

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Positive

  • Implementation of performance-based compensation structure ties CEO pay to company performance
  • Gradual vesting schedule (20% every 3 months) ensures executive retention during transition period
  • Reduced fixed compensation helps align management costs with performance

Negative

  • Indicates ongoing leadership uncertainty with interim CEO arrangement
  • Potential dilution risk if SARs are paid in stock
  • Maximum SAR payout of SEK 60 could represent significant expense if share price increases substantially

Insights

Integrum's new compensation structure for Acting CEO Scott Flora represents a significant governance shift with several noteworthy implications. The company is reducing Flora's fixed compensation while implementing a performance-based Stock Appreciation Rights (SARs) program granting him 200,000 SARs with a base price of SEK 29.30 and maximum payout of SEK 60 per SAR.

The structure creates a clear performance incentive while maintaining reasonable guardrails. The gradual vesting schedule (20% every three months starting June 2025) and specific exercise window (September-October 2026) balances short-term alignment with longer-term company interests. The company's flexibility to settle in cash or stock provides treasury management options.

Most revealing is the context: Integrum is undergoing what they describe as a "major strategic shift" while actively recruiting a permanent CEO. This compensation arrangement appears designed to motivate Flora during this transitional period while potentially setting compensation expectations for the incoming permanent executive. The reduction in fixed compensation paired with performance upside suggests board-level focus on aligning leadership rewards with shareholder outcomes during this pivotal period.

This SAR program represents a thoughtfully structured transitional incentive package that deserves close examination. With 200,000 SARs at a base price of SEK 29.30, Flora stands to gain up to SEK 6.14 million (USD ~590,000) if share prices reach SEK 60 by the exercise period—a 105% potential share appreciation.

The quarterly vesting structure creates regular performance checkpoints while maintaining focus through the transition period. By reducing fixed compensation in exchange for this upside potential, the board has effectively transferred compensation risk to the executive—a shareholder-friendly approach particularly appropriate during leadership transitions.

What's particularly notable is the mention of an ongoing "major strategic shift" coinciding with the search for a permanent CEO. This suggests the board is using compensation architecture to maintain leadership continuity and incentivize specific strategic objectives during an uncertain period. The relatively short-term nature of the program (fully exercisable by October 2026) indicates the board expects measurable progress within approximately 18 months—suggesting confidence in their strategic direction despite leadership flux.

This package appears calibrated to bridge a specific transition period rather than signaling long-term structural changes to Integrum's executive compensation philosophy.

MÖLNDAL, Sweden  , March 28, 2025 /PRNewswire/ -- Integrum AB (publ) (Nasdaq First North Growth Market: INTEG B) today announces that the company has implemented a new compensation package for its Board Director and Acting CEO Scott Flora.

"Integrum is currently undergoing a major strategic shift. As part of this work, the board has renegotiated Acting CEO Scott Flora's compensation package to increase focus on performance-based compensation. The recruitment of a permanent CEO is ongoing, and the new agreement with Scott Flora provides continued stability and growth focus in the executive management team during this transition phase," comments Kristofer Westergren, Board Director of Integrum and coordinator of the business assessment and strategic shift. 

The new incentive program is based on Stock Appreciation Rights ("SARs") for the Board Member and Acting CEO Scott Flora. Within the framework of the program, Scott Flora has been granted 200,000 SARs, where each vested SAR entitles to a compensation based on Integrum's share price, but not exceeding SEK 60, on the day of exercise of the vested SARs, less an exercise price (so-called Base Price) amounting to SEK 29.30 per SAR. The granted SARs will vest at a rate of 20 percent every three months starting from June 1, 2025. Unvested SARs will lapse and will not entitle the holder to any payment. A vested SAR shall be exercisable during 1 September 2026 to 31 October 2026. The SAR payment may be paid in stock or in cash, at the Integrums election.

In connection with the new incentive program taking effect, the fixed compensation to Scott Flora will be reduced. The incentive program falls within the framework of the guidelines for compensation to senior executives adopted at Integrum's most recent shareholders' meeting.

For more information, please contact:
Jörgen Svanström, CFO
Phone: + 46 (0) 70 734 96 60
E-mail: Jorgen.svanstrom@integrum.se

Certified Adviser
Carnegie Investment Bank AB (publ) is the company's Certified Adviser.

This information was brought to you by Cision http://news.cision.com

https://news.cision.com/integrum-ab/r/integrum-implements-new-compensation-package-for-its-ceo,c4127020

The following files are available for download:

https://mb.cision.com/Public/17531/4127020/a7e38c1ac82b8947.pdf

Integrum implements new incentive program for CEO

 

 

 

Cision View original content:https://www.prnewswire.com/news-releases/integrum-implements-new-compensation-package-for-its-ceo-302414123.html

SOURCE Integrum AB

FAQ

How many Stock Appreciation Rights (SARs) were granted to Integrum's Acting CEO?

Scott Flora was granted 200,000 SARs with a base price of SEK 29.30 per SAR and maximum payout of SEK 60 per SAR.

When will Integrum's (INTEG B) new SAR compensation package begin vesting?

The SARs will begin vesting on June 1, 2025, with 20% vesting every three months.

What is the exercise period for Integrum's new CEO compensation SARs?

The vested SARs can be exercised between September 1, 2026, and October 31, 2026.

How will Integrum (INTEG B) pay out the SAR compensation to the Acting CEO?

The company can choose to pay the SAR compensation either in stock or in cash at their discretion.

What happens to unvested SARs in Integrum's new CEO compensation package?

Unvested SARs will lapse and will not entitle the holder to any payment.
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