The Board of Directors of Marel hf. resolved on August 4, 2015 to grant to the members of Marel’s Executive Team, excluding the CEO, up to 2.2 million shares through stock option agreements.
The aim of the stock option agreements is to align the interests of senior management and the company in the long run. This is in accordance with the company’s remuneration policy approved at Marel’s Annual General Meeting in March 2015. The stock options will be granted to all members of the Executive Team, excluding the CEO. All will receive the same number of options, 200,000.
Key terms and conditions of the agreements are as follows:
- The stock option agreements entitle purchase of shares at the base offering price of EUR 1.346 per share[1] that increases annually by 3% (hurdle rate). The exercise price shall be adjusted for any dividend payments made by the Company after the grant date.
- The options are allotted in three layers, so that the first 60% are exercisable in October 2018, the second 20% in October 2019, and the remaining 20% in October 2020. Exercise periods are two per year in April and October. Option holders can delay exercise of these options to 2021, when the agreements expire and all allotted but unexercised options are cancelled.
- Option holders are required to hold shares corresponding to approximately the net gain after tax from exercising the options, whilst employed by Marel.
The total number of shares granted by Marel hf. in stock option agreements with employees, including this new stock option scheme, currently amounts to 11.5 million shares corresponding to approximately 1.6% of total share capital. The company’s cost of the new share option scheme is estimated to be EUR 488,000 over the next 5 years based on the option pricing model of Black-Scholes.
Details of the share options granted to Marel´s Executive Team:
| Name: | Title: | New Stock Option | Older granted and unexercised options | Shareholding in own name and/or fin. related parties |
| Anton de Weerd | MD of Industry Poultry | 200,000 | 540,000 | 0 |
| Arni Sigurdsson | Head of Strategy and Corporate Development | 200,000 | 225,000 | 100,000 |
| David Freyr Oddsson | Corporate Director of HR | 200,000 | 285,000 | 50,000 |
| David Wilson | MD of Industry Meat | 200,000 | 435,000 | 0 |
| Gerrit den Bok | MD of Industry Further Processing |
200,000 |
435,000 |
0 |
| Linda Jonsdottir | CFO | 200,000 | 345,000 | 62,500 |
| Paul van Warmerdam | Head of Global Supply Chain | 200,000 | 285,000 | 0 |
| Petur Gudjonsson | Head of Intern.Sales and Services | 200,000 | 540,000 | 219,430 |
| Sigsteinn Gretarsson | COO, Global Head of Commercial | 200,000 | 675,000 | 25,997 |
| Sigurdur Olason | MD of Industry Fish | 200,000 | 225,000 | 0 |
| Vidar Erlingsson | Global Head of Innovation | 200,000 | 345,000 | 0 |
[1] The exercise price is determined by the closing rate of Marel shares at NASDAQ OMX Iceland hf. on August 4, 2015, i.e. ISK 198.00 per share, calculated with the Central Bank of Iceland EUR/ISK mid-rate on that day; 147.08