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Incentive programs

Camurus has two Employee Stock Options Programs (ESOP) and two Performance Share Plans (PSP) for the company’s employees. The programs were adopted by the Annual General Meetings in 2022, 2023, 2024, and 2025.  

Employee option program

The options are granted free of charge and have a term approximately between three and four years from the grant date. Once vested, the options can be exercised during the exercise period provided that the participant is still employed. Each vested option gives the holder the right to acquire one share in Camurus at a pre-defined price corresponding to 125 or 130 percent of the volume-weighted average price for the company’s share on Nasdaq Stockholm during the ten trading days immediately following the respective company’s AGM in which the program was adopted.

The ESOP 2022/2026 comprises a maximum of 1,000,000 employee stock options, and the ESOP 2023/2026 program comprises a maximum of 200,000 employee stock options. 

The fair value of the service that entitles to the allotment of options through the program is reported as a personnel cost with a corresponding increase in equity. The total amount to be expensed is based on the fair value of the employee stock options granted, including the share target price, and that the employee remains in the company’s service during the exercise period. The total cost is reported over the vesting period. At the end of each reporting period, the company reconsiders its assessment of how many options are expected to be exercised and the difference is reported in the income statement and a corresponding adjustment is made in equity. As a basis for allocating social security contributions, a revaluation of fair value is continuously made for the employee stock  options earned at the end of each reporting period. Social security contributions are reported as personnel costs and the corresponding provision is made under long- or short-term liabilities depending on the remaining term.

In total 912,666 employee options remain outstanding since the launch of the programs, of which 42,000 are granted to the CEO and 159,500 to other senior executives.

Performance Share Plans

The Annual General Meetings 2024 and 2025 resolved, in accordance with Camurus’ Board’s proposals, on implementation of the Performance Share Plans 2024/2027 and 2025/2028 as well as delivery arrangements in respect thereof by way of resolution on directed issue of redeemable and convertible series C shares, authorization for the Board of Directors to resolve on the repurchase of all issued series C shares and resolution on transfer of own common shares to the participants of the programs.
 
The Performance Share Plans comprise all employees in the Camurus group and entails an opportunity, after a three-year vesting period, for Camurus’ employees to receive performance shares free of charge, subject to satisfaction of certain performance conditions.
 
For PSP 2024/2027, the conditions are related to absolute compounded total shareholder return (TSR) increase between the Annual General Meeting 2024 and the Annual General Meeting 2027, Camurus’ revenue growth, where the revenue (as reported) for the financial year 2023 is compared to the revenue (as reported) for the financial year 2026, and the company’s pipeline progress during the financial years 2024-2026.
 
For PSP 2025/2028, the conditions are related to absolute compounded total shareholder return (TSR) increase between the Annual General Meeting 2025 and the Annual General Meeting 2028, and Camurus’ revenue growth, where the revenue (as reported) for the financial year 2024 is compared to the revenue (as reported) for the financial year 2027.
 
The maximum dilution effect of PSP 2024/2027 is approximately 0.42 percent of the shares and votes in the company and the maximum dilution effect of PSP 2025/2028 is approximately 0.41 percent of the shares and votes in the company.
 
For more information about the respective program, see table below: