Other remuneration information
Information on the remuneration of the Board of Directors, the Group CEO and the Group Executive Committee (excluding the Group CEO).
In the preparation of a proposal to the Annual General Meeting on the remuneration of the members of the Board, the Nomination and Remuneration Committee of the Board of Directors takes into consideration the remuneration development in relevant markets and peer companies in addition to the Sampo Group Remuneration Principles and Sampo plc´s Remuneration Policy for Governing Bodies.
In accordance with the decision of the Annual General Meeting, the members of the Board are paid the following fees until the close of the next Annual General Meeting:
- EUR 243,000 for the Chair of the Board (previously EUR 235,000)
- EUR 140,000 for the Vice Chair of the Board (previously EUR 135,000)
- EUR 108,000 for each member of the Board (previously EUR 104,000)
- EUR 30,000 for the Chair of the Audit Committee as an additional annual fee (previously EUR 29,000)
- EUR 6,800 for each member of the Audit Committee as an additional annual fee (previously EUR 6,600).
A Board member shall, in accordance with the resolution of the Annual General Meeting, acquire Sampo plc A shares at the price paid in public trading for 50 per cent of his/her annual fee after the deduction of taxes, payments and potential statutory social and pension costs. Notwithstanding this, a Board member is not required to purchase any additional Sampo plc A shares if the Board member owns such amount of said shares that their value is equivalent to twice the respective Board member’s gross annual fee. The Company will pay any possible transfer tax related to the acquisition of the shares.
A Board member shall be obliged to retain the Sampo plc A shares purchased pursuant to this proposal under his/her ownership for two years from the purchasing date. The disposal restriction on the Sampo shares shall, however, be removed earlier in case the director’s Board membership ends prior to the release of the restricted shares i.e. the shares will be released simultaneously when the term of the Board membership ends. If the director’s Board membership ends prior to the close of the next Annual General Meeting, the annual fees paid to such Board member may be recovered in proportion to the term of the Board membership left unserved.
The Board members do not receive separate meeting fees. Potential statutory social and pension costs incurring to the Board members having permanent residence outside Finland are, according to applicable national legislation, borne by Sampo. In addition, actual travel and accommodation costs incurring to a Board member are reimbursed. No other financial benefits are paid to the members of the Board.
The members of the Board are not in an employment or service relationship with Sampo or any other Sampo Group company and are not covered by any employment-related remuneration systems. The members of the Board do not participate in Sampo's incentive schemes.
Forms of remuneration
The Group CEO Morten Thorsrud started in the position on 1 October 2025.
The remuneration of the Group CEO is reviewed annually and is based on the Sampo Group Remuneration Principles and Sampo plc´s Remuneration Policy for Governing Bodies. The remuneration includes fixed compensation, other benefits, and supplementary pension, and it may also include payments from short-term incentive programs and long-term incentive schemes. Below is an overview of the remuneration of the Group CEO. For full details on the 2024 remuneration of the former Group CEO, see the Remuneration Report for Governing Bodies 2024.internal link
The group CEO is a Norwegian resident and his remuneration, except for the long-term incentives, is settled in Norwegian krona.
Fixed salary
The annual base salary of the Group CEO amounts to EUR 1,072,660 (NOK 12,600,000), effective 1 October 2025.
Other benefits
The Group CEO’s other benefits include a health insurance, and a personal security benefit.
Short-term incentives
The Board of Directors decides on one-year short-term incentive programs separately each year and on cash pay-outs from the programs in the following year. The Group CEO participates in a one-year short-term incentive program, where the payout is triggered by an underlying performance criterion (during 2024, insurance service result per share) and the outcome is determined on the basis of key financial and non-financial performance criteria related to Sampo Group and subsidiaries. In the 2025 short-term incentive program, the maximum amount will correspond to 12 months’ fixed salary. Part of the payout shall be deferred for at least three years as required in the regulatory framework applicable to Sampo.
Long-term incentives
The Board of Directors decides on multiannual long-term incentive schemes including pay-outs and releases.
The Group CEO participates in the long-term incentive scheme 2025 for Sampo Group’s key employees. The Group CEO has been allocated 117,847 performance incentive units with a value equivalent to 150% of his annual base salary at the time of allocation. The number of performance incentive units that will vest ranges from 0-117,847 and is dependent on performance criteria related to the development of the total shareholder return, operational performance, and sustainability. In addition, the performance incentive units are subject to Sampo A share price movements over the performance period. The scheme has a three-year performance period and at pay-out from the 2025 scheme, the Group CEO is obliged to purchase Sampo A shares with 50 per cent of the pay-out after deducting income tax and other comparable charges. The shares are subject to disposal restrictions for three years, after which the Board of Directors shall decide on the possible release.
The Group CEO participates in the long-term incentive scheme 2024 for Sampo Group’s key employees. The Group CEO has been allocated 116,235 performance incentive units with a value equivalent to 150% of his annual base salary at the time of allocation. The number of performance incentive units that will vest ranges from 0-116,235 and is dependent on performance criteria related to the development of the total shareholder return, operational performance, and sustainability. In addition, the performance incentive units are subject to Sampo A share price movements over the performance period. The scheme has a three-year performance period and at pay-out from the 2024 scheme, the Group CEO is obliged to purchase Sampo A shares with 50 per cent of the pay-out after deducting income tax and other comparable charges. The shares are subject to disposal restrictions for three years, after which the Board of Directors shall decide on the possible release.
Pension
In addition to Norwegian statutory pension (Folketrygden), the Group CEO is entitled to a supplementary defined contribution pension. For the pensionable salary up to 7.1 G (G = National Insurance basic amount) the premium is 7 per cent and for the pensionable salary between 7.1 and 12 G the premium is 25.1 per cent. The Norwegian pension legislation allows for a flexible retirement age between 62 and 75. For the pensionable salary exceeding 12 G, the Group CEO is covered by a defined contribution pension scheme, which entitles to a temporary pension between the age of 67 and 82 and where the premium is 24 per cent.
Termination of service relationship
The notice period for terminating the service contract of the Group CEO is 6 months mutually, and Thorsrud is entitled to salary during the notice period. In addition, Thorsrud is entitled to a severance compensation corresponding to a maximum of 12 months’ fixed salary.
Decision-making procedure concerning remuneration
The Board of Directors elects and releases the Group Executive Committee members. The Board of Directors decides, based on the proposal by the Nomination and Remuneration Committee, on the remuneration and other terms of employment or service contract of the Group Executive Committee members as well as the principles by which the Group Executive Committee members are to be compensated. The Board of Directors has authorized the Nomination and Remuneration Committee to decide on the fixed remuneration of the Group Executive Committee members, excluding the Group CEO. The Group CEO makes proposals on the remuneration of the Group Executive Committee members, excluding himself, to the Nomination and Remuneration Committee.
Forms of remuneration
The remuneration of the Group Executive Committee members is reviewed annually and is based on the Sampo Group Remuneration Principles. The remuneration includes fixed compensation, other benefits and a supplementary defined contribution or defined benefit pension contract and may also include payments from short-term incentive programs and long-term incentive schemes.
Fixed compensation
Based on the decision by the Nomination and Remuneration Committee, the fixed salary of the Group Executive Committee members, excluding the Group CEO, was on average increased by 4.75 per cent with effect from 1 January 2024. The annual salary review was conducted in December 2024 and resulted in an average increase of 7.5 per cent effective 1 January 2025.
Other benefits
Based on the employment or service contracts of the Group Executive Committee members, the other benefits may include e.g. phone benefit, lunch benefit, car benefit, and supplementary insurances.
Short-term incentives
The Sampo Group companies' Boards of Directors decide on one-year company-specific short-term incentive programs separately each year and on cash pay-outs from the programs in the following year. The Group Executive Committee members participate in a one-year short-term incentive program, where the payout is triggered by an underlying performance criterion (during 2024, insurance service result per share) and the outcome is determined on the basis of key financial and non-financial performance criteria related to Sampo Group and subsidiaries. The maximum amount that can be paid to the Group Executive Committee members from the programs corresponds to twelve months' fixed salary. In the 2025 short-term incentive program, the maximum amount will correspond to 12 months’ fixed salary. Part of the payout shall be deferred for at least three years as required in the regulatory framework applicable to each Sampo Group company.
Long-term Incentives
The Board of Directors decides on multiannual long-term incentive schemes including pay-outs and releases.
The Group Executive Committee members participate in the long-term incentive scheme 2025 for Sampo Group’s key employees. The Group Executive Committee members (excluding the Group CEO) have been allocated 442,590 performance incentive units in total, with each member receiving performance incentive units with a value equivalent to 150% of his or her annual base salary at the time of allocation. The number of performance incentive units that will vest ranges from 0- 442,590 in total and is dependent on performance criteria related to the development of the total shareholder return, operational performance, and sustainability. In addition, the performance incentive units are subject to Sampo A share price movements over the performance period. The scheme has a three-year performance period and at pay-out from the 2025 scheme, the Group Executive Committee members are obliged to purchase Sampo A shares with 50 per cent of the pay-out after deducting income tax and other comparable charges. The shares are subject to disposal restrictions for three years, after which the Board of Directors shall decide on the possible release.
The Group Executive Committee members participate in the long-term incentive scheme 2024 for Sampo Group’s key employees. The Group Executive Committee members (excluding the Group CEO) have been allocated 418,630 performance incentive units in total, with each member receiving performance incentive units with a value equivalent to 150% of his or her annual base salary at the time of allocation. The number of performance incentive units that will vest ranges from 0-418,630 in total and is dependent on performance criteria related to the development of the total shareholder return, operational performance, and sustainability. In addition, the performance incentive units are subject to Sampo A share price movements over the performance period. The scheme has a three-year performance period and at pay-out from the 2024 scheme, the Group Executive Committee members are obliged to purchase Sampo A shares with 50 per cent of the pay-out after deducting income tax and other comparable charges. The shares are subject to disposal restrictions for three years, after which the Board of Directors shall decide on the possible release.
One Group Executive Committee member participates in the allocation 2020:1/2 of long-term incentive scheme 2020:1 for Sampo Group's key employees, where the outcome is linked to the company’s total shareholder return, i.e. including both share price development and dividends paid over each instalment’s performance period and performance criteria related to the return on capital at risk (RoCaR) applicable for each instalment. The scheme is divided into three instalments of 30 per cent, 35 per cent, and 35 per cent respectively. At pay-out from the 2020:1/2 scheme, the Group Executive Committee member is obliged to purchase Sampo A shares with 50 per cent of each instalment after deducting income tax and other comparable charges. The shares are subject to disposal restrictions for three years, after which the Board of Directors shall decide on the possible release.
The remuneration and other financial benefits paid to the Group Executive Committee members, excluding the Group CEO*
| Remuneration element | 2024 (EUR) | 2023 (EUR) |
|---|---|---|
| Fixed compensation, including holiday pay | 2,447,473 | 2,308,594 |
| Other benefits | 38,799 | 70,337 |
| Paid short-term incentives pertaining to previous year** | 774,713 | 917,421 |
| Release of deferred short-term incentives after a three-year deferral period | 619,950 | 528,004 |
| Long-term incentives*** | 8,096,445 | 4,447,260 |
| Total | 11,977,381 | 8,271,616 |
| Remuneration from undertakings belonging to the same group | 286,255 | 331,555 |
| Supplementary pension | 994,397 | 1,195,137 |
*Including remuneration paid to the former Group Executive Committee members, whose remuneration was based on the Group Executive Committee membership.
**Excluding short-term incentives deferred during the respective year. The short-term incentives deferred in 2024 amounted to EUR 503,373 and may be paid out earliest in 2027. The short-term incentives deferred in 2023 amounted to EUR 607,926 and may be paid out earliest in 2026.
***Including share purchases under the terms of the long-term incentive schemes.
The number of Sampo A shares acquired by the Group Executive Committee members, excluding the Group CEO, under the terms of the long-term incentive schemes
| Position | No. of acquired Sampo A shares 2025* |
No. of acquired Sampo A shares 2024 |
|---|---|---|
| Group Executive Committee, excluding Group CEO | 263,852 | 201,590 |
*Subject to disposal restriction until 2028.
Pension
In addition to the statutory pension schemes in the country of residence, the Group Executive Committee members are entitled to supplementary defined contribution pension schemes. The Finnish Group Executive Committee member is entitled to a defined contribution pension with a fixed annual payment. The supplementary pension starts at the lowest statutory pension age and ends latest at the age of 75.
The Swedish Group Executive Committee members are entitled to a defined contribution pension. The premium is either calculated according to FTP1 or corresponds to 38 per cent of the fixed annual salary and 25 per cent of the annual paid short-term incentive. The retirement age is typically 65.
The Norwegian Group Executive Committee member is entitled to a defined contribution pension. For the pensionable salary up to 7.1 G (G = National Insurance basic amount) the premium is 7 per cent and for the pensionable salary between 7.1 and 12 G the premium is 25.1 per cent. The Norwegian pension legislation allows for a flexible retirement age between 62 and 75. For the pensionable salary exceeding 12 G, the Norwegian Group Executive Committee members are covered by a defined contribution pension scheme, which entitles to a temporary pension between the age of 67 and 82 and where the premium is 24 per cent.
The Danish Group Executive Committee member is entitled to a defined contribution pension. The premium is 22.7 per cent of the fixed annual salary and 25 per cent of the annual paid short-term incentive. The retirement age is flexible starting from the age of 60.
Termination of employment relationship
The notice periods for terminating the employment contracts of the Group Executive Committee members vary between six to 12 months. The Group Executive Committee members are entitled to receive salary during the notice period.
In addition, under the terms of the employment contracts, part of the Group Executive Committee members may be entitled to severance compensation, provided that the employment or service contract is terminated by the employer. The severance compensation may be up to 12 months' fixed salary depending on the terms of the employment contract. Furthermore, based on the employment contract, part of the Group Executive Committee members may be entitled to compensation during a non-competition period.
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