Remuneration

Detailed information on the compensation of the Board of Directors and the management.

Alma Media applies the Finnish Corporate Governance Code for listed companies that came into effect in 2025, issued by the Securities Market Association, in its unaltered form. 

The Finnish Corporate Governance Code for listed companies can be reviewed on the website of the Securities Market Association or on Alma Media’s page.

In accordance with the EU Shareholder Rights Directive, Alma Media has published its Remuneration policy, which documents the principles of the remuneration of the Group’s governing bodies and the key terms applicable to service contracts.

Remuneration of the members of the Board of Directors

The Annual General Meeting of Alma Media Corporation decides on the remuneration of the Board members. The Shareholder’s Nomination Committee of Alma Media Corporation prepares proposals related to the election and remuneration of the members of the Board of Directors to the Annual General Meeting.

Members of the Board of Directors of Alma Media Corporation do not have an employment relationship with the company. They are not included in the share-based incentive plans or other incentive programmes of Alma Media and have not received any other financial benefits. 

In accordance with the proposal of the Shareholders’ Nomination Committee, the Annual General Meeting 2026 decided that the remuneration of the members of the Board of Directors will not change and that the following annual remuneration will be paid to the Members of the Board of Directors to be elected at the Annual General Meeting for the term of office ending at the close of the Annual General Meeting 2027: to the Chair of the Board of Directors EUR 75,700 per year, to the Vice Chair EUR 48,400 per year, and to Members EUR 39,400 per year. 

In addition, the Chair of the Board of Directors and the Chair of the Audit Committee will be paid a fee of EUR 1,500, the Chair of the Nomination and Compensation Committee a fee of EUR 1,000, the Deputy Chairs of the committees a fee of EUR 700 and members a fee of EUR 500 for those Board and Committee meetings that they attend. The travel expenses of Board members will be compensated in accordance with the company’s travel policy.

The attendance fees for each meeting are:

– doubled for (i) members living outside Finland in Europe or (ii) meetings held outside Finland in Europe; and
– tripled for (i) members resident outside Europe or (ii) meetings held outside Europe.

The members of the Board shall, as decided by the Annual General Meeting, acquire a number of Alma Media Corporation shares corresponding to approximately 40 per cent of the full amount of the annual remuneration for Board members, taking into account tax deduction at source, at the trading price on the regulated market arranged by the Helsinki Stock Exchange. Members of the Board are required to arrange the acquisition of the shares within two weeks of the release of the first quarter 2026 interim report or, if this is not possible due to insider trading regulations, as soon as possible thereafter. If it is not possible to acquire the shares by the end of 2026 for a reason such as pending insider transactions, the annual remuneration shall be paid in cash. Shares acquired in this way cannot be transferred until the recipient’s membership on the Board has ended. The company is liable to pay any asset transfer taxes which may arise from the acquisition of shares.

Information on fees paid to the Board of Directors can be found in the remuneration report.

Remuneration of the President and CEO

The Board of Directors of Alma Media Corporation decides on the salary and reward scheme of the parent company’s President and CEO on the basis of the proposal of the Nomination and Compensation Committee. 

The fixed components of the remuneration of the President and CEO, such as the basic salary, fringe benefits and pension benefits, are based on the President and CEO’s service contract. The variable components, the short-term incentive bonus scheme and the long-term share-based incentive scheme are based on pre-defined and measurable performance and result criteria. Maximum limits have been set for the variable remuneration components. 

The President and CEO’s earning opportunity based on incentive schemes is set at a competitive level in accordance with the market. Remuneration is closely aligned with the principle of performance-based remuneration. If performance relative to the indicators used in the incentive schemes is good or excellent, the incentive bonuses may represent a significant proportion of the President and CEO’s overall remuneration. The President and CEO’s variable remuneration consists of a short-term incentive (STI) bonus scheme related to the achievement of short-term financial and operational targets and long-term remuneration schemes (LTI). The earning opportunity based on the STI scheme is limited to 100 per cent of the President and CEO’s fixed annual salary. The measurement period is three years for the LTI scheme. Dividing the maximum incentive reward over the remuneration periods on average, the maximum incentive reward based on the LTI scheme is limited to 95 per cent of the President and CEO’s fixed annual salary. The President and CEO’s remuneration consists of the following components:

The total remuneration of Alma Media’s President and CEO in 2025, including pension benefits (supplementary pension statutory pension), amounted to EUR 2,963,310.

EUR		Variable remuneration components		Pension benefits
	Fixed annual salary (including taxable fringe benefits)	Short-term incentive bonuses paid for the year 2023	Share-based incentive bonuses paid	Supplementary and statutory pension contributions	Total
President & CEO	598,280	456,775	1,356,223*	552,033	2,963,310

* The share-based incentive reward was transferred to the President and CEO on a net basis, calculated using the average market price of EUR 11.47 on the payment date of 5 March 2025.

Remuneration of the other members of the Group Executive Team

The fixed components of the remuneration of the other members of the Group Executive Team, such as the basic salary, fringe benefits and pension benefits, are based on their service contracts. The variable components, the short-term incentive bonus scheme and the long-term share-based incentive scheme are based on pre-defined and measurable performance and result criteria. Maximum limits have been set for the variable remuneration components. 

Basic salary	Fixed monetary salary (monthly salary), fringe benefits (company car, mobile telephone benefit).
Insurance	Life insurance and the opportunity to take out health insurance
Pension	The members of the Group Executive Team have a defined contribution group pension plan. Pension accumulates at a rate of 15–34% of annual earnings depending on when the person in question became a member of the Group Executive Team. Members of the Group Executive Team have the opportunity to retire upon reaching 60 years of age. The payment of insurance contributions ends at the termination of employment. The pension is determined on the basis of the insurance savings accrued by the time of retirement. Retirement can be postponed up to 70 years of age. In this case, the pension is determined on the basis of insurance savings adjusted according to the value development of the investment objects. The terms and conditions of the group pension plan for the members of Alma Media’s Group Executive Team give the insured persons, after three-year insurance coverage, the right to receive a premium-free policy corresponding to the savings accrued until the termination of employment (paid-up policy). The paid-up policy includes old-age pension after retirement age, coverage for incapacity for work and coverage in the event of death.
Short-term remuneration scheme	A short-term incentive (STI) bonus scheme related to the achievement of short-term financial and operational targets. Eligibility for remuneration schemes is determined by the job. The incentive bonus for members of the Group Executive Team and the heads of business units may not exceed 70% of their respective annual salaries. In addition to the afore-mentioned earning opportunity based on the incentive bonus scheme the members of the Group Executive Team may be eligible for one-off project bonuses for example based on key development projects, projects relating to significant changes in the group structure or to M&A transactions and based on other one-off projects or arrangements as in each case resolved determined by the Board of Directors.
Long-term remuneration scheme	Alma Media’s long-term remuneration scheme consists of a share-based incentive scheme but, subject to the Board of Directors’ decision, it may also be cash-based. When the scheme is share-based, the rewards under it may also be paid in cash subject to the Board of Directors’ decision. Eligibility for remuneration schemes is determined by the job.
Severance packages	The period of notice for the members of the Group Executive Team is six months. In addition, members of the Executive Team will receive a compensation corresponding to their respective basic salaries for six months in the event that the dismissal is initiated by the employer without the members’ own fault or negligence. If necessary, the President and CEO decides on the dismissal of the members of the Executive Team. This compensation corresponding to six months’ salary is not paid if the Group Executive Team member resigns on their own initiative.
Clawback	Under the long-term and short-term incentive schemes, the Board of Directors may reduce, cancel or claw back previously paid rewards in the event of misconduct.
Guidelines concerning share ownership	In accordance with the Board of Directors’ recommendation concerning share ownership, each member of the Group Executive Team is expected to retain ownership of at least half of the net shares received through the company’s share-based incentive schemes until the total value of the Alma Media shares held corresponds to at least one year’s fixed gross annual salary. If the service contract with Alma Media is terminated before the share-based reward is due to be paid, the participant is not, as a rule, entitled to the reward under the scheme.

Salaries and bonuses paid to other members of Group Executive Team

EUR 1,000	2025	2024
Salaries and other short-term employee benefits	2,673.9	2,593.1
Benefits paid in connection with dismissal
Post-employment benefits	889.2	861.1
Incentive schemes implemented and paid in the form of shares	2,112.7	1,572.3
Total	5,675.8	5,026.5

Incentive bonus scheme (short-term retention and incentive scheme)

Alma Media has annually determined incentive bonuses for the purpose of short-term remuneration. Alma Media’s Board of Directors decides on the criteria for the management’s incentive bonus scheme annually. The principles of Alma Media’s management incentive scheme are in line with the terms of Alma Media’s incentive scheme.

The incentive bonus is determined based on the achievement of Alma Media Group’s financial targets, the business unit’s financial targets, the successful implementation of the business unit’s strategy and the achievement of departmental or individual targets linked to the implementation of the business unit’s strategy for each calendar year.

Alma Media’s Board of Directors monitors and evaluates the achievement of performance and result criteria and their impact on the company’s long-term financial success.

Share-based retention and incentive scheme (long-term retention and incentive scheme)

Long-term retention and incentive scheme for senior management 

In December 2018, Alma Media’s Board of Directors decided on the revised structure of the matching share plan for senior management. The matching share plan for Alma Media’s senior management consists of annually commencing individual plans, each subject to separate Board approval. Each individual plan has the following main elements: the participant’s own investment in Alma Media shares is a precondition for participation, matching shares based on the investment in shares, using a fixed multiplier, after a three-year restriction period, the opportunity to earn performance-based matching shares based on a three-year performance period, and a two-year transfer restriction applied to half of the shares received. The share rewards will be paid in shares of Alma Media Corporation.

MSP and PSP schemes

In the first matching share plan for the members of Alma Media’s Group Executive Team within the revised plan structure, MSP 2019, the participant received two matching shares for each invested share free of charge after a three-year holding period. The maximum aggregate amount of matching shares to be delivered based on the fixed matching ratio is confirmed for each new plan period annually (representing a gross reward from which the applicable payroll tax is withheld and the remaining net value is paid to the participants in shares). The potential performance-based matching share rewards under MSP 2019 will be delivered to the participants after the three-year performance period of each plan, provided that the performance targets set by the Board of Directors for the plan are achieved.

In the plan periods that began in 2019–2021, the performance targets applied to MSP 2019 were the total shareholder return of Alma Media’s share (TSR), the growth of Alma Media’s digital business and Alma Media’s earnings per share (EPS). In the plan period beginning in 2022, the performance targets are the total shareholder return of Alma Media’s share (TSR), the growth of Alma Media’s revenue and Alma Media’s earnings per share (EPS).

In December 2018, when the Board of Directors of Alma Media Corporation decided on changes to the share-based, long-term incentive scheme of the company’s top management, the Board of Directors also decided to establish a new share-based long-term incentive scheme for the other key employees of Alma Media Corporation. The new incentive scheme entered into effect from the beginning of 2019.

In April 2021, the Board of Directors of Alma Media Corporation decided on the commencement of a new period under the long-term share-based incentive scheme for senior management (MSP 2021). The Board of Directors further decided on the commencement of a new period under the performance-based share-based incentive scheme aimed at middle management and selected key employees (PSP 2021). In February 2022, the Board of Directors of Alma Media Corporation decided on the commencement of a new period under the long-term share-based incentive scheme for senior management (MSP 2022). The Board of Directors further decided on the commencement of a new period under the performance-based share-based incentive scheme aimed at middle management and selected key employees (PSP 2022).

In February 2023, the Board of Directors of Alma Media Corporation decided on the commencement of a new period under the long-term share-based incentive scheme for senior management (MSP 2023). The Board of Directors further decided on the commencement of a new period under the performance-based share-based incentive scheme aimed at middle management and selected key employees (PSP 2023). In February 2024, the Board of Directors of Alma Media Corporation decided on the commencement of a new period under the long-term share-based incentive scheme for senior management (MSP 2024). The Board of Directors further decided on the commencement of a new period under the performance-based share-based incentive scheme aimed at middle management and selected key employees (PSP 2024).

In February 2025, the Board of Directors of Alma Media Corporation decided on the commencement of a new period under the long-term share-based incentive scheme for senior management (MSP 2025). The Board of Directors further decided on the commencement of a new period under the performance-based share-based incentive scheme aimed at middle management and selected key employees (PSP 2025).

In February 2026, the Board of Directors of Alma Media Corporation decided on the commencement of a new period under the long-term share-based incentive scheme for senior management (MSP 2026). The Board of Directors further decided on the commencement of a new period under the performance-based share-based incentive scheme aimed at middle management and selected key employees (PSP 2026).

The Annual General Meeting of Alma Media Corporation held on 9 April 2026 authorised the Board of Directors to decide on the repurchase of a maximum of 824,000 shares in one or more lots, and further authorised the Board of Directors to decide on a share issue by transferring shares in possession of the company to implement incentive programmes.

Recognition of share-based incentives

Share-based incentives are recognised in their entirety as equity-settled share-based payment transactions. Share-based incentives payable on the basis of incentive schemes are paid in shares in net amounts after deducting taxes from the amount payable in shares. The incentives are based on the market price of Alma Media’s share on the grant date and recognised as an employee benefit expense over the vesting period with corresponding entries in equity.

 

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