Marel hf. - Issuance of Stock Options


The Board of Directors of Marel hf. resolved on 3 May 2016 to grant to the members of Marel’s Executive Team up to 2.2 million shares through stock option agreements.

The aim of the stock option agreements is to align long-term interests of senior management and of the Company. This is in accordance with the Company’s remuneration policy approved at Marel’s Annual General Meeting in March 2016. The stock options will be granted to all members of the Executive Team, including the CEO. All will receive the same number of options, 180,000, with the exception of the CEO who will receive 360,000.

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 1.795 per share [1] that increases annually by 2% (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 April 2019, the second 20% in April 2020 and the remaining 20% in April 2021. Exercise periods are two per year in April and October subject to disclosure of the Q1 and Q3 financials. Option holders can delay exercise of these options to 2022, when the agreements expire and all unexercised options are cancelled.
  • Option holders are required to hold shares in value corresponding to 45% of the gross gain (before tax and brokerage fees) from exercising the options, whilst employed by Marel.

The total number of unexercised stock options granted by Marel hf., including this new stock option scheme, currently amounts to 11.5 million shares corresponding to approximately 1.6% of total issued share capital. The Company’s cost of the new share option scheme is estimated to be approximately EUR 660 thousand 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 options Older granted and unexercised options Shareholding of insider Shareholding of financially related parties
Árni Oddur Þórðarson Chief Executive Officer 360,000      0      64,634      67,235
           
Linda Jónsdóttir Chief Financial Officer 180,000      545,000      62,500      0
           
Anton de Weerd Managing Director (EVP) Poultry 180,000      740,000      0      0
           
Remko Rosman Managing Director (EVP) Meat 180,000      0      0      5,630,718
           
Sigurður Ólason Managing Director (EVP) Fish 180,000      425,000      0      0
           
David Wilson Managing Director (EVP) Further Processing 180,000      635,000      0      0
           
Árni Sigurðsson Executive Vice President Strategy and Corporate Development 180,000      425,000      0      100,000
           
Davíð Freyr Oddsson Executive Vice President Human Resources 180,000      485,000      75,000      0
           
Paul van Warmerdam Executive Vice President Supply Chain 180,000      485,000      0      0
           
Pétur Guðjónsson Executive Vice President Commercial 180,000      740,000      219,430      0
           
Viðar Erlingsson Executive Vice President Innovation 180,000      545,000      0      0

 

 

[1] The exercise price is determined by the closing rate of Marel shares at NASDAQ OMX Iceland hf. on 3 May 2016, i.e. ISK 251.50 per share, calculated with the Central Bank of Iceland EUR/ISK mid-rate on that day; 140.12