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one-time LTI vesting deviation related to a new LTI plan was approved,
effectively initiating a new Performance Share Unit (PSU) program, while
simultaneously discontinue the previous share option program.
The Company is replacing its previous long-term share option plan, which had no
performance requirements, with a Performance Share Unit (PSU) program that
includes performance criteria, long-term vesting and strict limits on awards,
aligning executive remuneration closely with shareholder interests and
prevailing market practice. As part of the transition to the new LTI structure,
a one-time technical deviation from the three-year vesting requirement has been
approved, whereby participating executives cancel all existing vested and
unvested option awards and instead receive two compensating PSU tranches vesting
after one and two years, respectively. For the new LTI program, annual PSU
allocations are capped at a value of up to 50% of base salary for the CEO and up
to 30% for other executives, and may be reduced based on individual annual
performance, ensuring responsible, performance-based long-term incentives.
A total of 14,933,025 PSUs have today been granted under the new program. Each
vested PSU entitles the holder to receive one share in the Company. The number
of PSUs will be reduced based on pre-set performance criteria at the end of the
performance period. Remaining PSUs after adjustment will, pursuant to the
vesting schedule, vest in full three years after the grant date, except for PSUs
granted under the one-time technical bridging program. Vesting is subject to the
PSU holder’s continued employment with the Company at the time of vesting.
Primary insiders in Nel ASA have received the following grants of PSUs, in
accordance with the terms described above:
· Håkon Volldal, CEO, has been granted 1,159,173 PSUs vesting in one year,
1,159,173 PSUs vesting in two years, and 1,159,173 PSUs vesting in three years.
Mr. Volldal has voluntarily forfeited all his 1,500,000 options as part of the
agreement. Following the grant, Mr. Volldal holds 0 shares and 3,477,519 PSUs.
· Kjell Christian Bjørnsen, CFO, has been granted 476,900 PSUs vesting in one
year, 476,900 PSUs vesting in two years, and 476,900 PSUs vesting in three
years. Mr. Bjørnsen has voluntarily forfeited all his 600,000 options as part of
the agreement. Following the grant, Mr. Bjørnsen holds 20,000 shares and
1,430,700 PSUs.
· Birgitte Nordvik, Chief Project Officer, has been granted 357,143 PSUs
vesting in one year, 357,143 PSUs vesting in two years, and 357,143 PSUs vesting
in three years. Ms. Nordvik has voluntarily forfeited all her 190,000 options as
part of the agreement. Following the grant, Ms. Nordvik holds 0 shares and
1,071,429 PSUs.
· Marius Løken, Chief Technology Officer, has been granted 447,165 PSUs
vesting in one year, 447,165 PSUs vesting in two years, and 447,165 PSUs vesting
in three years. Mr. Løken has voluntarily forfeited all his 450,000 options as
part of the agreement. Following the grant, Mr. Løken holds 0 shares and
1,341,495 PSUs.
· Anne Liberg, Chief Human Resources Officer, has been granted 328,743 PSUs
vesting in one year, 328,743 PSUs vesting in two years, and 328,743 PSUs vesting
in three years. Ms. Liberg has voluntarily forfeited all her 300,000 options as
part of the agreement. Following the grant, Ms. Liberg holds 0 shares and
986,229 PSUs.
· Stein Ove Erdal, Chief Legal Officer, has been granted 390,581 PSUs vesting
in one year, 390,581 PSUs vesting in two years, and 390,581 PSUs vesting in
three years. Mr. Erdal has voluntarily forfeited all his 600,000 options as part
of the agreement. Following the grant, Mr. Erdal holds 0 shares and 1,171,743
PSUs.
· Todd Cartwright, Chief Commercial Officer, has been granted 408,987 PSUs
vesting in one year, 408,987 PSUs vesting in two years, and 408,987 PSUs vesting
in three years. Mr. Cartwright has voluntarily forfeited all his 450,000 options
as part of the agreement. Following the grant, Mr. Cartwright holds 0 shares and
1,226,961 PSUs.
· Tushar Ghuwalewala, SVP Operations, PEM, has been granted 378,288 PSUs
vesting in one year, 378,288 PSUs vesting in two years, and 378,288 PSUs vesting
in three years. Mr. Ghuwalewala has voluntarily forfeited all his 390,000
options as part of the agreement. Following the grant, Mr. Ghuwalewala holds 0
shares and 1,134,864 PSUs.
· Mats Bohman, VP Operations, Alkaline, has been granted 321,429 PSUs vesting
in one year, 321,429 PSUs vesting in two years, and 321,429 PSUs vesting in
three years. Mr. Bohman was not in possession of any options. Following the
grant, Mr. Bohman holds 0 shares and 964,287 PSUs.
ENDS
For additional information, please contact:
Kjell Christian Bjørnsen, CFO, +47 917 02?097
Wilhelm Flinder, Head of IR, Communications and Marketing, +47 936 11 350
About Nel ASA | www.nelhydrogen.com
Nel has a history tracing back to 1927 and is today a leading pure play hydrogen
technology company with a global presence. The company specializes in PEM and
Alkaline electrolyser technology for production of renewable hydrogen. Nel’s
product offerings are key enablers for a green hydrogen economy, making it
possible to decarbonize various industries such as transportation, refining,
steel, and ammonia.
This information is subject to a duty of disclosure pursuant to Section 5-12 of
the Norwegian Securities Trading Act. This information was issued as inside
information pursuant to the EU Market Abuse Regulation, and was published by
Wilhelm Finder, Head of Investor Relations, at Nel ASA on the date and time
provided.
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