Information on staff and remuneration | Note 6 - Information on staff and remuneration DKK thousand 2020 2019 2018 Total staff costs can be specified as follows: Wages and salaries 337,295 175,104 141,661 Share based payment costs 30,485 14,764 17,474 Pension schemes (defined contribution plans) 16,716 13,430 11,065 Other payroll and staff-related costs 37,241 14,932 9,783 Total 421,737 218,230 179,983 The amount is charged as: Research and development expenses 204,210 178,089 153,601 Sale and marketing expenses 130,568 0 0 Administrative expenses 78,639 40,141 26,382 Cost of goods sold 3,713 0 0 Inventory 4,607 0 0 Total 421,737 218,230 179,983 Average number of employees 297 173 146 2020 2019 2018 Base Committee Total Base Committee Total Base Committee Total DKK thousand board fee Fees fees board fee Fees fees board fee Fees fees Remuneration to the Board of Directors Martin Nicklasson 750 100 850 750 100 850 650 100 750 Kirsten Drejer 1 500 0 500 467 0 467 200 0 200 Alain Munoz 400 50 450 400 50 450 300 50 350 Michael Owen 400 50 450 400 50 450 300 50 350 Bernadette Mary Connaughton 400 33 433 267 0 267 0 0 0 Jeffrey Berkowitz 400 50 450 267 33 300 0 0 0 Leonard Kruimer 400 150 550 267 100 367 0 0 0 Jens Peter Stenvang² 400 0 400 400 0 400 300 0 300 Gertrud Koefoed Rasmussen² 267 0 267 0 0 0 0 0 0 Frederik Barfoed Beck² 267 0 267 0 0 0 0 0 0 Iben Louise Gjelstrup² 267 0 267 0 0 0 0 0 0 Hanne Heidenheim Bak² 133 0 133 400 0 400 300 0 300 Rosemary Crane⁴ 0 0 0 133 17 150 333 50 383 Catherine Moukheibir⁴ 0 0 0 133 50 183 300 150 450 Helle Haxgart² , ³ 0 0 0 0 0 0 100 0 100 Total 4,584 433 5,017 3,884 400 4,284 2,783 400 3,183 1 Kirsten Drejer was appointed vice chairman at the General Meeting on April 4 in 2019. 2 Employee-elected board members; the table only includes remuneration for board work. 3 This board member resigned from the Board in 2018. 4 These board members resigned from the Board in 2019. 5 These board members resigned from the Board in 2020. The disclosed remuneration for board members excludes minor mandatory social security costs paid by the company. It also excludes reimbursed expenses incurred in connection with board meetings, such as travel and accomodation. Other Share based Pension short term compensation DKK thousand Base salary Bonus contribution benefits expenses Total 2020 Remuneration to the Executive Management Emmanuel Dulac 1 4,950 3,267 990 699 2,534 12,440 Adam Sinding Steensberg² 2,967 1,266 593 282 2,281 7,389 Matthew Donald Dallas 3 2,721 1,191 36 15 1,707 5,670 Total 10,638 5,724 1,619 996 6,522 25,499 Total Other Corporate Management 5 6,386 2,739 313 286 3,423 13,147 Total 17,024 8,463 1,932 1,282 9,945 38,646 2019 Remuneration to the Executive Management Emmanuel Dulac 1 3,100 9,072 620 855 832 14,479 Adam Sinding Steensberg² 2,807 1,032 505 269 2,304 6,917 Matthew Donald Dallas 3 588 534 0 5 82 1,209 Britt Meelby Jensen 4 1,745 419 175 60 0 2,399 Mats Blom 4 655 248 66 61 1,677 2,707 Total 8,895 11,305 1,366 1,250 4,895 27,711 Total other Corporate Management 5 6,559 2,580 389 46 1,972 11,546 Total 15,454 13,885 1,755 1,296 6,867 39,257 2018 Remuneration to the Executive Management Britt Meelby Jensen 4,189 2,513 419 320 7,441 Mats Blom 2,621 1,031 262 273 1,888 6,075 Total 6,810 3,544 681 593 1,888 13,516 Total Other Corporate Management 5 6,689 2,653 604 1,035 4,471 15,452 Total 13,499 6,197 1,285 1,628 6,359 28,968 ¹ Emmanuel Dulac was appointed as CEO at April 25, 2019. ² Former Interim CEO Adam Sinding Steensberg was appointed EVP, R&D and CMO at April 25, 2019. ³ Matthew Donald Dallas was appointed CFO at October 10, 2019. ⁴ Former CEO Britt Meelby Jensen and former CFO Mats Blom resigned from Zealand at February 28, 2019 and March 28, 2019, respectively. ⁵ Other Corporate Management in 2020 comprised three members (2019: three and 2018: four.) Accounting policies The value of services received as consideration for granted warrants is measured at the fair value of the warrant. The fair value of equity settled share based compensation is determined at the grant date and is recognized in the income statement as employee benefit expense over the period in which the warrants vest. The offsetting entry to this is recognized under equity. An estimate is made of the number of warrants expected to vest. Subsequently, an adjustment is made for changes in the estimate of the number of warrants, which will vest, so the total expense is equal to fair value of the actual number of warrants which vest. The fair value of warrants granted is estimated using the Black– Scholes pricing model and Monte Carlo model in programs with value caps whereas the average share price prior to grant is used for RSU and PSUs The employee Incentive programs of Warrant programs existing during the period 2020 2015 2010 Maximum years of options granted 10 years 5 years 5 years Method of settlement equity- settled 2020 Outstanding at the beginning of the period 0 1,647,788 42,359 Granted during the period 63,217 631,288 0 Forfeited during the period 0 (53,747) 0 Exercised during the period 0 (276,409) (42,359) Expired during the period 0 (40,000) 0 Outstanding at the end of the period 63,217 1,908,920 0 Exercisable at the end of the period 0 301,529 0 Warrants outstanding at the end of the period Range of exercise prices 216.8 90 - 224.4 101.2 - 127.1 Weighted-average remaining contractual life 9.5 4.9 0 Number held by Executive Management 0 373,409 0 2019 Outstanding at the beginning of the period 0 1,635,000 218,359 Granted during the period 0 641,029 0 Forfeited during the period 0 (314,266) 0 Exercised during the period 0 (313,975) (176,000) Expired during the period 0 0 0 Outstanding at the end of the period 0 1,647,788 42,359 Exercisable at the end of the period 0 300,725 42,359 Warrants outstanding at the end of the period Range of exercise prices 0 90 - 142.5 101.2 - 127.1 Weighted-average remaining contractual life 0 2.3 0.3 Number held by Executive Management 0 372,171 0 Warrants exercised during the period 2020 2019 Weighted-average share price at the date of exercise 234.7 160.7 Weighted-average exercise price for expired during the period 101.2 0 Weighted-average exercise price for forfeited during the period 169.2 125.4 Weighted-average exercise price for outstanding at period end 158.5 124.5 Determination of fair value of the warrants granted during the period The exercise price is determined by the closing price of Zealand’s shares on Nasdaq Copenhagen on the day prior to the grant date. For warrants granted before April 19, 2018, the exercise price is determined by the closing price of Zealand’s shares on Nasdaq Copenhagen on the day prior to the grant date plus 10%. Warrants granted prior to April 15, 2020 expire automatically after five years. Warrants vest either after 3 years of service, with 1/36 each month from the grant date, or with 1/3 after one year, 1/3 after two years and 1/3 after three years. The service cost is recognized over the respective vesting periods. Warrants granted from April 15, 2020 and going forward expires automatically after 10 years. Warrants may be exercised four times a year during a four-week period starting from the date of the publication of Zealand’s Annual Report or interim reports. Dividend is not expected. For warrants granted before January 1, 2019 , the volatility rate used is based on the 5-year historical volatility of the Zealand share price. For warrants granted after January 1, 2019, the volatility rate used is based on a historical volatility of the Zealand share price calculated as the vesting period of 3 years plus 50% of the exercise period (2020: 7 years, 2019: 2 years). The fair value of the warrants compensation granted in 2020 was determined using the BlackScholes and Monte Carlo model using the following inputs as at day of grant and using average fair market value for RSUs and PSUs: Grant year 2020 2020 2019 2019 2018 Type RSUs Warrants PSU Warrants Warrants Term 36 months Up to 78 months 36 months Up to 48 months Up to 36 months Weighted average 185.9 216.8 127.3 127.0 90.0 share price (DKK) to 220.5 to 224.4 to 220.0 to 100.8 Exercise price (DKK) 0 224.1 0 127.0 90.0 to 220.0 to 100.8 Volatility (%) N/A 44.68 N/A 41.9 42.5 to 46.45 to 43.5 to 42.6 Risk-free interest rate (%) N/A (0.31) N/A (0.45) (0.03) to (0.41) to (0.63) to 0.05 Exercise period to-from N/A Apr'21 N/A Jun'20 May 21 to Apr'30 to Dec'24 to Oct'23 No granted 21,602 631,288 22,915 641,029 655,500 Cost price (DKK) 216.8 48.4 138.6 41.9 32.8 to 224.4 to 95.4 to 69.5 to 37.0 Expense arising from share-based payment transactions 2020 2019 2018 Research and development expenses 14,005 12,191 13,919 Sale and Marketing expenses 6,045 0 0 Administrative expenses 10,435 2,573 3,555 Total 30,485 14,764 17,474 Effect on income statement In 2020, the fair value of Warrants, RSU and PSUs recognized in the income statement amounts to DKK 30.5 million in total of which DKK 0.9 million relate to PSUs and DKK 1.1 million relate to RSUs (2019: DKK 14.8 million and 2018: DKK 17.5 million). DKK 6.5 million relate to the Executive Management (2019: DKK 3.2 million and 2018: DKK 1.9 million) is recognized in the income statement.. Fair value RSUs The number of restricted share units granted in 2020 totals 27,466, of which 21,602 is granted on April 15, 2020 and 5,864 granted on September 14, 2020. For the 21,602 granted on April 15, 2020, the value is determined based on the simple average of the closing price of the Company's share on Nasdaq Copenhagen A/S for a period of five trading days following the publication of the annual report of the Company for 2019. For the 5,864 granted on September 14, 2020, the value is determined based on the simple average of the closing price of the Company's share on Nasdaq Copenhagen A/S for a period of five trading days prior to the grant date. The programs granted in 2020 are initially valued at DKK 6.1 million. Fair value PSUs The number of performance share units granted is 22,915 determined based on the average share price of the shares of the Company for the three-day trading period following the latest open trading window preceding the allotment. The program is initially valued at DKK 3.2 million. Employee warrant programs In order to motivate and retain key employees and encourage the achievement of common goals for employees, Management and shareholders, the Group has established an incentive plan based on warrant programs. Incentive programs have been offered in 2005, 2007 and in the 2009-2020 period. The warrants are granted in accordance with the authorizations given to the Board of Directors by the shareholders. The Board of Directors has fixed the terms of and size of the grants, taking into account authorizations from the shareholders, the Group’s guidelines for incentive pay, an assessment of expectations of the recipient’s work efforts and contribution to the Group’s growth, as well as the need to motivate and retain the recipient. Grant takes place on the date of establishment of the program. Exercise of warrants is by default subject to continuing employment with the Group. The warrants granted are subject to the provisions of the Danish Public Companies Act regarding termination of employees prior to their exercise of warrants in the case of recipients covered by the Act. 2010 employee incentive program This program was established in 2010 for Zealand’s Board of Directors, Executive Management, employees and consultants. The Board of Directors was authorized to issue up to 2,750,000 warrants in the period until November 2, 2015. The program has expired and a total of 2,355,495 warrants have been granted. As of December 31, 2020, 1,798,168 warrants have been exercised, The total proceeds amount to DKK 150.2 million (2019: DKK 145.1 million and 2018: DKK 127.4 million). As of December 31, 2020, zero warrants can still be exercised. 2015 employee incentive program This program was established in 2015 for Zealand’s Executive Management and employees. The Board of Directors was authorized to issue up to 2,750,000 warrants in the period until April, 2020. As of December 31, 2020, 3,419,883 warrants have been granted, 2,032,218 warrants have been exercised, 40,000 have expired and 873,079 warrants have forfeited. The program has expired and no further warrants can be granted. The total proceeds amount to DKK 72.1 million (2019: DKK 35.5 million and 2018: DKK 0.8 million). As of December 31, 2019, 1,908,920 warrants can still be exercised. 2020 employee incentive program This program was established in 2020 for Zealand’s Executive Management and employees. The Board of Directors was authorized to issue up to 821,544 warrants in the period until April, 2021. As of December 31, 2020, 63,217 warrants have been granted, This means that the remaining number of warrants that can be granted is 758,327. The total proceeds amount to DKK 0.0 million (2019: DKK 0.0 million and 2018: DKK 0.0 million). As of December 31, 2020, zero warrants can be exercised. 2019 long-term incentive program (LTIP) for Corporate Management This program was established in 2019 for Zealand’s Corporate Management. Under the LTIP, the Executive Management and Other Corporate Management are eligible to receive a number of performance share units (“PSUs”) at no cost, as determined by the Board of Directors. Thereafter, PSUs are expected to be granted annually (together with any share-based long-term incentive program, up to a maximum of 10% of Zealand’s share capital). The targets for the first PSUs granted on June 13, 2019 under the LTIP are related to Zealand's filing of a submission for a New Drug Approval ("NDA") to the Food and Drug Administration ("FDA") in the United States and Zealand's receipt of an approval letter from the FDA for this NDA application. The PSUs will vest over a three-year period. The PSUs that have not vested will lapse without any compensation. Each vested PSU entitles the holder to receive one share in Zealand at no cost provided that the targets are met. No of PSUs 2020 2019 Number of shares At January 1 19,765 0 Granted during the year 0 22,915 Vested during the year 0 0 Forfeited during the year 0 (3,150) At December 31 19,765 19,765 No of RSUs 2020 2019 Number of shares At January 1 0 0 Granted during the year 27,466 0 Vested during the year 0 0 Forfeited during the year 0 0 At December 31 27,466 0 |