Corporate Governance

The Annual General Meeting 2025 resolved that the remuneration of the members of the Board shall remain unchanged with the exception of the additional remuneration for Personnel and Nomination Committee Chair and members of the Audit Committee and Personnel and Nomination Committee.

It was resolved that approximately 40% of the remuneration be paid as shares in the Company repurchased from the market or as treasury shares held by the Company. The Company will pay any transfer tax levied on the repurchase of shares. The Company will repurchase the shares or transfer shares held by the Company as treasury shares in the name and on behalf of the members of the Board of Directors.

Furthermore, the travel expenses and other costs of the members of the Board of Directors directly related to board work are paid in accordance with the Company’s policy in force from time to time and that each member of the Board of Directors of F-Secure is paid a predetermined travel fee in addition to travel expenses for meetings held outside their country of residence as follows: A separate meeting fee of EUR 1,000 is paid to the Board members travelling from another European country to an on-site meeting in Europe. If inter-continental travel is required, the fee is EUR 2,000. No separate travel fee will be paid to members of the Board of Directors employed by the Company.

The contract of the President and CEO is an indefinite contract with a six-month period of notice both ways. If the Company terminates the contract for reasons other than a breach of the contract, the President and CEO shall be entitled to receive severance pay equivalent to six (6) months’ salary in addition to the salary for the notice period.

The Company has obtained a life insurance for the President and CEO with an amount equaling the annual gross salary of the President and CEO. The President and CEO does not have a supplementary pension plan, and the determination of his pension conforms to the standard rules specified by Finland’s Employee Pension Act (TYEL). The President and CEO’s retirement age is also determined by the statutory pension system and is 65 years under the applicable Finnish legislation.

The main components of the President and CEO’s total remuneration are base salary and short- and long-term incentives. In addition, he may participate in the voluntary Employee Share Savings Plan (ESSP) as approved by the Board of Directors.

The total remuneration paid to the President and CEO in 2024 was EUR 333,840 of which EUR 9,600 was in the form of variable pay related to the Lookout Life acquisition. No short-term incentives were paid out.

Short-term incentive (STI) payout for the President and CEO is 50% of annual base salary if targets are met, maximum payout being equal to the annual base salary. F-Secure Short Term Incentive plan objectives were set for the period of 1 January–31 December 2024. The STI Plan of 2024 for the President and CEO was based on F-Secure 2024 combined revenue and adjusted EBITA growth with 80% weight and employee Net Promoter Score with 20% weight of total. The overall performance for these two criteria was evaluated and resulted in 78% weighted performance outcome.

In 2024, the President and CEO, Timo Laaksonen did not receive a STI payment in February due to objectives related to F-Secure Short Term Incentive plan objectives of January–December 2023 were not met. The objectives of the plan were 2023 combined revenue growth and adjusted EBITA growth with 80% weight and employee Net Promoter Score growth with 20% weight. The weighted performance for these three criteria for 2023 was 0%. The reward was in total EUR 0.

There was no long-term incentive (LTI) payment made to the President and CEO in 2024. In 2024 the President and CEO was granted 82,555 shares within the Performance Share Plan (PSP) 2024–2026 according to the guidelines defined in the company’s Remuneration Policy. This grant represents the target level reward, the maximum reward being two times the target allocation. Final reward is determined based on the extent to which the targets have been reached during the performance period.

In December 2024, the Board of Directors approved a customary transaction bonus to some key individuals for the closing of the Lookout Life acquisition. The President and CEO received a bonus of EUR 9,600

The company's Board of Directors decides on the salaries, rewards and other benefits of other members of the Group Leadership Team. The remuneration of the other members of the Group Leadership Team consists of monthly salary, customary fringe benefits and incentives as in force from time to time.

The pension benefits of the members of the Group Leadership Team are determined in accordance with applicable law or collective bargaining agreements.

Remuneration of the Leadership Team (excl. CEO) in 2024

Share-based incentive programs

F-Secure has share-based incentive programmes for the key personnel. Share-based incentive programs can be based on long-term financial and strategic performance or solely on the increase of the value of F-Secure’s shares. In programmes based on F-Secure’s share value increase, the participants may be granted subscription or purchase rights at a predetermined price. In performance-based incentive programmes, the achievement of performance criteria is evaluated after each performance period by the Board of Directors of F-Secure and the amount of the reward is determined based on the extent to which the targets have been reached during the performance period. The reward from an incentive programme based on F-Secure’s share value increase is defined by the future valuation of F-Secure’s share. In accordance with the incentive plans, no reward can be given to any participating employee, whose employment has terminated or a notice of termination has been given before the distribution of the share reward.

F-Secure has the following share-based incentive programmes:

• share-based long-term incentive plan 2023–2025, in which the performance period continues until spring 2026 and based on which the maximum number of share rewards to be paid is 800,000 shares in F-Secure;

• restricted share-based incentive plan 2023–2025, in which the performance period continues until spring 2026 and based on which the maximum number of share rewards to be paid is 80,000 shares in F-Secure

• share-based long-term incentive plan 2024–2026, in which the performance period continues until 2026 and based on which the maximum number of share rewards to be paid is 1,512,000 shares in F-Secure;

• restricted share-based incentive plan 2024–2026, in which the performance period continues until 2026 and based on which the maximum number of share rewards to be paid is 300,000 shares in F-Secure;

The payment of share rewards is conditional on the fulfillment of certain performance criteria set out in the terms and conditions of the incentive plans and on the continuation of the person’s employment or service relationship with F-Secure and that no notice of termination of employment or service agreement has been given before the payment of the share reward.

Employee Share Savings Plan (ESSP)

During 2022, F-Secure launched a employee share savings plan which was available for all employees. The plan consists of annually commencing plan periods, each one comprising of a 12-month savings period and a holding period following the savings period.

The first plan period commenced on 1 October 2022 and ends on 30 September 2025. The second plan period commenced on 1 October 2023 and ends on 30 September 2026. Third plan period commenced on 1 October 2024 and ends on 30 September 2027. Every employee was eligible to save a proportion of their salaries and invest those savings in F-Secure shares.

The savings will be used for acquiring F-Secure shares quarterly after the publication of the respective interim reports. F-Secure grants the participating employees a gross reward of one matching share for every two shares acquired with their savings. For the first plan period the maximum number of of matching shares is approximately 200 000 shares, for the second plan period 250 000 shares and for the third plan period 392,023 shares. The vesting of the rewards is conditional on the participant remaining in the service of F-Secure and on an initial investment. The Board approves the metrics, targets, and participants on an annual basis for each earning period. The expense arising from the employee shares savings plan was EUR 85 (44) thousand in 2024.

Remuneration Report 2023
Remuneration Report 2022