The Board of Directors of F-Secure Corporation established a Performance Matching Share Plan and resolved on a new performance period for the Performance Share Plan and Restricted Share Plan

F-Secure Corporation | Stock Exchange Release | 19 March 2025 at 08:30 EET

The Board of Directors of F-Secure Corporation established a Performance Matching Share Plan and resolved on a new performance period for the Performance Share Plan and Restricted Share Plan  

The Board of Directors of F-Secure Corporation resolved on launching three (3) share-based incentive plans for its Leadership Team and key employees. The share-based long-term incentive plans include the Performance Share Plan (“PSP”), the Performance Matching Share Plan (“PMSP”) and the Restricted Share Plan (“RSP”). The RSP is intended to be used as a complementary share-based incentive plan for individually selected key employees in specific situations.  

Members of the Leadership Team and selected key employees can participate in either PSP or PMSP according to their choice, not both plans.  

The purpose of the share-based long-term incentive plans is to align shareholders’ and key employees’ interests, motivate and incentivize key employees to focus on F-Secure’s long-term success and targets and to commit key employees in the company. 

The rewards to be paid on the basis of the PSP and PMSP correspond to the value of an approximate on-target total of 1 740 000 and maximum total of 5 640 000 F-Secure’s shares, including also the proportion to be paid in cash. The final number of shares will depend on the participants’ personal investments in F-Secure’s share and the achievement of the targets set for the performance criteria. The personal investments vary between 10%-40% of annual base pay. The rewards to be paid on the basis of the RSP correspond to the value of an approximate maximum total of 500,000 F-Secure’s shares, including also the proportion to be paid in cash.  

The rewards from the plans will be paid partly in F-Secure’s shares and partly in cash. The cash proportion of the reward is intended to cover the taxes and social security contributions arising from the reward to the key employee. In general, no reward will be paid, if a participant’s employment or director contract terminates before the reward payment. 

The Leadership Team member is recommended to hold 50 percent of the shares received from the plans, until the total value of the Leadership Team member’s shareholding in F-Secure equals to 50 percent of their annual base salary of the preceding year. Respectively, the CEO is recommended to hold 50 percent of the shares received from the plans, until CEO’s shareholding in F-Secure equals to 100 percent of the CEO’s annual base salary of the preceding year. Such number of F-Secure’s shares is recommended be held as long as the membership in the Leadership Team or the position as the CEO continues. 

Performance Share Plan 2025-2027 (PSP) 

The PSP includes one performance period, covering the financial years 2025-2027. In the PSP, the key employees have the opportunity to earn F-Secure’s shares based on performance. The potential rewards from the PSP will be paid within 5 months after the end of the performance period.  

The performance criteria of the PSP are tied to the absolute total shareholder return (aTSR), earnings per share (EPS) during the years 2025–2027 and revenue growth. The achievement of the targets set for the performance criteria will determine the final proportion out of the maximum reward that will be paid as reward to participants. 

The target group of the PSP consists of approximately 29 persons. In addition, the target group of the PMSP are eligible for choosing PSP. 

Performance Matching Share Plan 2025-2028 (PMSP) 

The PMSP includes one performance period, covering financial years 2025—2027. The performance period is followed by a one-year retention period, covering the financial year 2028. The potential rewards from the PMSP will be paid in two equal instalments, first instalment within 5 months after the end of the performance period and second instalment within 5 months after the end of the retention period.  

In the plan, it is possible to earn matching rewards and performance-based matching rewards. The matching reward is determined based on the fulfilment of the share ownership obligation and valid employment or director agreement. The performance-based matching reward is in addition determined based on the achievement of targets set for the performance criterion. The performance criterion is tied to the share price of F-Secure. The program rewards for considerable increase in F-Secure’s share price development. 

The prerequisite for participation in the PMSP and receiving reward is that a participant personally invests in F-Secure’s shares. The target group of the PMSP consists of a maximum of 22 persons, including the CEO and other members of the Leadership Team.  

Restricted Share Plan 2025-2027 (RSP) 

The RSP is intended to act as a supplementary share-based long-term incentive plan for separately selected F-Secure Corporations key persons in special situations. The Board of Directors may allocate rewards from the RSP during financial years 2025-2027.  

The rewards from the RSP will be paid by the end of May 2028, but in any event earliest after a minimum of 12 months has elapsed from the grant of the reward.   

F-Secure Corporation
Board of Directors 

For more information:
Kaisa Tikka-Mustonen, Chief People Officer
kaisa.tikka-mustonen@f-secure.com
tel: +358 40 564 6456 

F-Secure in brief 

F-Secure is Finland headquartered and globally operating consumer cyber security company. F-Secure offers award-winning security and privacy products and services that make every digital moment more secure, for everyone. F-Secure operates in over 100 countries, has ~200 Service Provider partners and is the global leader providing security through Communication Service Providers. F-Secure Corporation is listed on Nasdaq Helsinki Ltd. Read more: www.f-secure.com