Zealand Pharma launches long-term incentive programs for Zealand Pharma’s Board of Directors, Corporate Management and employees for 2025
Copenhagen, Denmark, April 19, 2025 – Zealand Pharma A/S ("the Company" or “Zealand Pharma”) (Nasdaq: ZEAL) (CVR-no. 20045078), a biotechnology company focused on the discovery and development of innovative peptide-based medicines, announces the implementation of long-term incentive programs for 2025 (the “LTIP”) for Zealand Pharma's Board of Directors, Corporate Management and employees in accordance with Zealand Pharma's remuneration policy and overall guidelines for incentive pay, as adopted at the annual general meeting held on March 20, 2024 (“Remuneration Policy”).
Long-term incentive program
Zealand Pharma has made the following awards in its long-term incentive plan. It has awarded:
29,169 restricted share units ("RSUs") to Zealand Pharma's Board of Directors
96,788 performance share units ("PSUs") and 96,788 RSUs have been awarded to Zealand Pharma’s Corporate Management
18,502 RSUs have been awarded to Zealand Pharma's US employees and
128,519 RSU’s have been awarded to Zealand Pharma's employees in Denmark (except for members of Corporate Management).
Zealand Pharma implemented the LTIP to align with selected European and U.S. biotech peers, and it is intended to drive long-term performance, align the Corporate Management’s and employees' interests with those of Zealand Pharma’s shareholders, and support the attraction, retention and motivation of first-rate talent.
The number of granted RSUs and PSUs may be adjusted due to e.g., changes in Zealand Pharma's share capital structure or other significant events, subject to obtaining a calculation made by Zealand Pharma's auditor or an independent third party.
Board RSUs
To the extent that the Board member holds any additional role as member of Zealand Pharma's Audit Committee, Remuneration Committee and/or Scientific Committee, the Board member has received an additional grant of RSUs in accordance with the Remuneration Policy. Such grants are included in the above-mentioned total number.
With regards to the 2025 RSU grants to the Board of Directors, RSUs will vest annually at the annual general meeting (AGM) in equal tranches over three years (from April 19, 2025 to AGM 2028).
For any given financial year, the total number of RSUs granted to any member of the Board of Directors cannot exceed 8,000 RSUs, and at the time of grant the total value of RSUs granted to the Chair of the Board cannot exceed an amount of DKK 3 million. For Board members serving on a committee (other than the Chair of the Board), the total value cannot exceed DKK 1.5 million and for other Board members not serving on a committee, the total value cannot exceed DKK 600,000. Each vested RSU entitles the holder to receive one share in Zealand Pharma at no cost subject to certain conditions that include the Board member's continued service on the Board of Directors (or Board Committee where relevant) for the full term of being elected.
The members of the Board of Directors are also subject to a holding requirement to be met within a period of two years from the time the Board member was first elected if they continue to be members of the Board of Directors. This is to align the interests of the Board of Directors and the shareholders. The holding requirement for the members in question amounts to 200% of their annual RSU grant value, as determined at the grant date. The grant of RSUs for the members of the Board of Directors under this program will have an estimated fair market value of DKK 12.4 million, based on each RSU having a fair market value of DKK 424.50.
The fair market value of the RSUs is determined as the closing price of Zealand Pharma's shares on Nasdaq Copenhagen A/S the trading day prior to the grant.
Corporate Management RSUs and PSUs
Members of the Corporate Management are eligible to receive an annual grant of PSUs and RSUs. The PSU element of the award is free of charge subject to fulfillment of certain predefined performance targets. Consequently, the PSUs vest based upon certain pre-defined market-based goals that encourage share performance against comparable companies (such as total shareholder return performance against Nasdaq Biotechnology Index).
Depending on the level of fulfillment of the goals, the PSUs may vest between 0% and 150% after three years (on April 19, 2028). With regards to the 2025 RSU grants to Zealand Pharma's Corporate Management, RSUs will vest annually in equal tranches over three years (from April 19, 2025, to April 19, 2028). Each vested RSU entitles the holder to receive one share in Zealand Pharma at no cost and subject to certain conditions that include the holder's continued employment at Zealand Pharma.
The grant of RSUs and PSUs to Zealand Pharma's Corporate Management under the aforementioned programs will have an estimated fair market value of DKK 82.2 million, based on each RSU and PSU having a fair value of DKK 424.50 per share. The fair market value of the RSUs and PSUs is determined as the closing price of Zealand Pharma's share on Nasdaq Copenhagen A/S the trading day prior to the grant.
Each vested RSU equals one share in Zealand Pharma while PSUs convert into a number of shares equal to between 0% to 150% of the PSUs, depending on the achievement of the performance targets.
For the financial year 2025, the total aggregated value of grants under the Long-term incentive programs, including RSUs and PSUs, cannot exceed 400% of the fixed annual salary for the CEO and 250% for other members of Executive Management.
The members of the Executive Management are also subject to a holding requirement to be met within a period of five years from the time of becoming a member of Executive Management. This is to align the interests of the Executive Management and the shareholders. The holding requirement for the members in question amounts to 200% of the fixed annual salary for the CEO, and 100% for other members of Executive Management.
US Employee RSUs
With regards to the 2025 RSU grants to the US employees, the RSUs will vest annually in equal tranches over three years (from April 19, 2025, to April 19, 2028). Each vested RSU entitles the holder to receive one share in Zealand Pharma at no cost and subject to certain conditions that include the holder's continued employment at Zealand Pharma.
The grant of RSUs to US employees under this program will have an estimated fair market value of DKK 7.9 million, based on each RSU having a fair value of DKK 424.50 per share. The fair market value of the RSUs is determined as the closing price of Zealand Pharma's share on Nasdaq Copenhagen A/S the trading day prior to the grant.
Vested RSUs entitle the holder to receive shares in Zealand Pharma at no cost, subject to the holder's continued employment throughout the vesting period. Each vested RSU equals one share in Zealand Pharma.
RSU’s to employees in Denmark
With regards to the 2025 RSU grants to the employees in Denmark, the RSUs will vest after three years (on April 19, 2028). Each vested RSU entitles the holder to receive one share in Zealand Pharma at no cost and subject to certain conditions that include the holder's continued employment at Zealand Pharma.
The grant of RSUs to Danish employees under this program will have an estimated fair market value of DKK 54.6 million, based on each RSU having a fair value of DKK 424.50 per share. The fair market value of the RSUs is determined as the closing price of Zealand Pharma's share on Nasdaq Copenhagen A/S the trading day prior to the grant.
Vested RSUs entitle the holder to receive shares in Zealand Pharma at no cost, subject to the holder's continued employment throughout the vesting period. Each vested RSU equals one share in Zealand Pharma.
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About Zealand Pharma A/S Zealand Pharma A/S (Nasdaq: ZEAL) ("Zealand") is a biotechnology company focused on the discovery and development of peptide-based medicines. More than 10 drug candidates invented by Zealand have advanced into clinical development, of which two have reached the market and three candidates are in late-stage development. The company has development partnerships with a number of blue-chip pharma companies as well as commercial partnerships for its marketed products.
Zealand was founded in 1998 and is headquartered in Copenhagen, Denmark, with a presence in the United States. For more information about Zealand’s business and activities, please visit www.zealandpharma.com.
Contact Adam Lange (Investors) Vice President, Investor Relations Zealand Pharma Email: alange@zealandpharma.com
