Remuneration

Board of Directors’ and management’s fees and benefits

Board of Directors’ Fees

According to the Finnish Companies Act, the Annual General Meeting of Shareholders decides on the fees payable to the members of the company’s Board of Directors.

The Annual General Meeting held on 28 May 2026 resolved, in accordance with the proposal of the Shareholders’ Nomination Committee, that the remuneration of the Chair of the Board of Directors is EUR 72,000 per year and the remuneration of a member of the Board of Directors is EUR 36,000 per year, conditional on the completion of the Listing. No separate meeting fees are paid. In addition, the following fees are paid for committee work: The Chair of the Audit and Risk Committee is paid annual remuneration of EUR 5,000 and the annual remuneration of other committee members is EUR 2,500. The Chair of the People and Remuneration Committee is paid annual remuneration of EUR 3,000 and the annual remuneration of other committee members is EUR 1,500. Persons invited as experts to the committee meetings, such as a deputy member of the Board, are paid a reasonable fee as decided by the committee. However, the Chair of the Board is not paid a separate fee for committee work. Should the Listing not occur, the remuneration will remain unchanged.

The following table sets forth the remuneration paid to the members of the company’s Board of Directors for the periods indicated.

(EUR thousand) 1 Jan 2025–31 Dec 2025 1 Jan 2024–31 Dec 2024 (audited) 1 Jan 2023–31 Dec 2023
Board of Directors' Fees
Salaries and other short-term benefits 150 154 130
Share-based payments¹ 8 7
Total 150 161 137

¹ Includes dividends paid on employee shares.

There have not been material changes to the remuneration of the company’s Board of Directors between 31 March 2026 and 5 June 2026.

Remuneration of the CEO and members of Leadership Team

The company's Board of Directors decides on the remuneration and its terms of the CEO and the members of the Leadership Team. The remuneration of the members of the Leadership Team and the CEO consists of a fixed monthly salary, customary fringe benefits and incentives as in force from time to time.

The pension benefits of the company’s CEO and the other members of the Leadership Team are determined in accordance with law and customary practice. The company has no active supplementary pension or insurance plans provided for the CEO nor for the other members of the Leadership Team.

The following table sets forth the remuneration paid to Reaktor’s Leadership Team for the periods indicated.

(EUR thousand) 1 Jan 2025–31 Dec 2025 1 Jan 2024–31 Dec 2024 (audited) 1 Jan 2023–31 Dec 2023
Leadership Team's Fees
Salaries and other short-term benefits 1,395 1,303 873
Pension contributions 232 231 132
Termination benefits 245 107 110
Share-based payments¹ 222 79
Signing bonuses 29 125
Total 1,901 1,863 1,319

¹ Includes dividends paid on employee shares.

There have not been material changes to the remuneration of Reaktor’s Leadership Team and the CEO after 31 and 5 June 2026.

Incentive Programs

Over the years, the company has operated a share ownership program under which employees have been able to subscribe for shares in the company, subject to agreed transfer restrictions and vesting periods. The number of shares subscribed, and the frequency of share issuances have varied. In addition, the company has offered certain employees the opportunity to subscribe for larger numbers of shares as part of its reward and compensation practices. Subscription of shares under the share ownership program has been subject to adhering to the shareholders’ agreement of Reaktor by signing an adherence agreement with such terms and conditions having been defined by the Board of Directors at the time of the subscription.

In addition, the company has incentive plans in place for all personnel, including the CEO and the Reaktor’s Leadership Team, for 2025 and 2026. Pursuant to the plan, the on-target bonus is EUR 2,000 per person, with revenue (60%) and operating profit (EBIT) (40%) targets and performance multipliers, and no maximum caps. The plan does not include any personal or team level key performance indicators. Reaktor’s Board of Directors retains a unilateral right to decide on any bonus reward by the end of the first quarter of the following year.

Shortly after the listing, the Board of Directors of the company intends to resolve on a long-term incentive framework to ensure motivating, competitive, and shareholder-aligned remuneration within the company as a publicly listed entity. The framework is currently planned to include three separate and purposeful long-term incentive plans directed toward the respective target groups. The plans are expected to commence during the third and fourth quarters of 2026, conditional upon the completion of the listing and they would replace the company’s current share ownership program.

Firstly, the Board of Directors intends to continue the company’s strong culture of share acquisition and ownership, which has been the essence of Reaktor, as a publicly listed company through a new All-Employee Share Ownership Plan. The plan would provide all Reaktor’s employees with an opportunity to invest in the company’s shares regularly on favorable terms, such as through a subscription price discount and/or a matching share structure to be determined post-listing, subject to continued employment.

Secondly, the Board of Directors plans to introduce a new Key Employee Performance Share Plan with three-year performance periods commencing annually for approximately 50–70 participants. The purpose of the plan is to support the implementation of the company’s strategy, align the interests of shareholders and participants and ensure that key talent are committed to the long-term effort of increasing the company's value.

Thirdly, the Board of Directors is planning to introduce a new Strategic Value Creation Plan with a five-year performance period. The purpose of the plan is to drive shareholder value creation and support the company’s strategic growth post-listing, while serving as a significant retention factor for the members of Reaktor’s Leadership Team, including the CEO.

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