The Remuneration Policy was adopted at the March 29, 2023 Annual General Meeting and was subsequently amended by the Board of Directors on August 3, 2023, as a consequence of the amendment of The Nasdaq Stock Market LLC Listing Rules regarding clawback standards. Additionally, the Compensation Report is available and describes the details of the compensation of the Board of Directors of Genmab A/S and our Executive Management officers in respect of the financial year 2023. The decisions made by the Board of Directors were made in accordance with the then effective Remuneration Policy. The 2023 Compensation Report has been prepared in compliance with section 139b of the Danish Companies Act. The Compensation Report also includes disclosures that are not required by law but that Genmab thinks are helpful for shareholders to understand Genmab A/S’ approach to executive compensation and Board of Directors’ compensation.
Since inception, Genmab A/S has established general warrant schemes all of which have the primary objective of giving those who help build the company an opportunity to share in the value of the business that they are helping to create. The warrant schemes are meant to provide an incentive for all company employees, including those in our subsidiaries.
The use of share-based compensation to members of the Board of Directors and members of the Executive Management registered with the Danish Business Authority is subject to the Remuneration Policy for the Board of Directors and Executive Management. Following an amendment of the Remuneration Policy by the Annual General Meeting in March 2023, members of the Board of Directors and the Executive Management may only be granted RSUs. The Remuneration Policy is available above.
Warrants are granted by our Board of Directors in accordance with authorizations given to it by our shareholders. Warrant grants are determined on a merit basis and upon recommendations of the Compensation Committee. All outstanding warrants have either been issued under the warrant scheme adopted by the Board of Directors in April 2012 (the “2012 Scheme”), the warrant scheme adopted by the Board of Directors in April 2017 (the “2017 Scheme”) or under the most recent warrant scheme adopted by the Board of Directors in February 2021 (the "2021 Scheme").
Under the terms of all three warrant schemes, warrants are granted at an exercise price equal to the share price on the grant date. According to our Articles of Association the exercise price cannot be fixed at a lower price than the market price at the day of grant. Whereas warrants granted under the 2012 Scheme can be exercised from one year after the grant date, warrants granted under the 2017 Scheme and the 2021 Scheme can be exercised from three years after the grant date. Warrants granted under the 2012 Scheme, the 2017 Scheme and the 2021 Scheme lapse on the seventh anniversary of the grant date. Most of the other terms of the three warrant schemes are substantially identical, although the 2021 Scheme does introduce more stringent vesting conditions in relation to e.g., termination of employment and change of control (so-called double-trigger vesting).
Under the 2012 Scheme, the warrant holder may as a general rule only exercise 25% of the warrants granted per full year of employment or affiliation with us or our subsidiary after the grant date. However, as warrants granted under the 2017 Scheme and the 2021 Scheme are subject to three years cliff vesting, the warrant holder may as a general rule exercise all the warrants granted under the 2017 Scheme and the 2021 Scheme after three full years of employment after the grant date. Notwithstanding the above, under the 2012 Scheme and the 2017 Scheme, the warrant holder will be entitled to keep and exercise all warrants granted regardless of termination of the employment relationship etc. in instances where we or our subsidiary terminate his/her employment relationship without the warrant holder having given us/subsidiary good reason to do so. Under the 2021 Scheme, the warrant holder will in such events only be entitled to keep and exercise a pro-rata share of the warrants.
In aggregate, the number of warrants issued under the 2012 Scheme, the 2017 Scheme and the 2021 Scheme amounts to 3,317,537 of which 989,891 were still outstanding on December 31, 2023. For a more detailed description of warrants, please refer to our latest Annual Report.
Until a new scheme may be adopted in the future, all warrants granted in February 2021 and afterwards will be granted under the 2021 Scheme.
(Last updated February 26, 2024)
In 2014, Genmab A/S established a Restricted Stock Units Program (the “2014 RSU Program”) as part of incentive-based compensation for the Board of Directors and Executive Management. The RSU program was amended in December 2016 to allow for grants of Restricted Stock Units (“RSUs”) to employees of Genmab A/S and its directly and indirectly owned subsidiaries, and again in February 2021 (the “2021 RSU Program”) to implement, among other things, pro-rata vesting upon termination of board service or termination of employment without cause, and double trigger vesting in change of control events. The RSU programs are meant to provide an incentive for program participants to establish and achieve sustainable long-term goals for the company which are in line with the creation of value for Genmab shareholders.
Grants of RSUs to members of the Board of Directors and members of the Executive Management registered with the Danish Business Authority are subject to the Remuneration Policy for the Board of Directors and Executive Management. Under this policy, members of the Board of Directors and the Executive Management may only be granted RSUs . The Remuneration Policy was amended by the Annual General Meeting in March 2023 and is available above.
RSUs are granted by the Board of Directors on the basis of authorizations to repurchase shares given to it by the shareholders. The Board of Directors currently holds three authorizations to repurchase shares. The first authorization, granted on March 29, 2019, authorizes the Board of Directors to repurchase up to 500,000 shares and shall lapse on March 28, 2024. The second authorization, granted on March 13, 2021, authorizes the Board of Directors to repurchase up to an additional 500,000 shares and shall lapse on March 12, 2026. The third authorization, granted on March 29, 2023, authorizes the Board of Directors to repurchase up to an additional 500,000 shares and shall lapse on March 28, 2028. The authorizations are intended to cover inter alia obligations in relation to the RSU program and reduce the dilution effect of share capital increases resulting from future exercises of warrants.
Under the terms of the RSU programs, each RSU shall provide a participant with a right to receive one share in Genmab A/S. RSUs vest on the first banking day of the month following a period of three years after the date of grant subject to vesting conditions set out in the RSU programs. The value of each share at the time of vesting is equal to the closing price at Nasdaq Copenhagen.
The total number of RSUs granted under the RSU programs amounts to 1,618,981. On December 31, 2023, a total of 702,644 RSUs were outstanding.
(Last updated February 26, 2024)