2023Remuneration report

2 

Contents

Introduction

1.

3

1.1

Background

3

1.2

Highlights summary

3

1.3

Overview of the last financial years

4

2.

Total remuneration for Executives

6

2.1

Introduction

6

2.2

Elements of Executive remuneration

6

2.3

Remuneration of Executives from the Company

8

2.4

Remuneration of Executives from the Group

9

2.5

Remuneration of the Company's Board of Directors

11

3.

Share based instruments for Executives

12

4.

Any use of the right to reclaim variable remuneration

14

5.

Compliance with the remuneration policy

15

6.

Derogations and deviations from policy

17

7.

Comparative information

18

8.

Statement by the board of directors

20

Auditor's report

21

Hexagon Composites ASA  Remuneration report 2023

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CONTENTS

1. Introduction

1.1 Background

1.2 Highlights summary

This remuneration report (the "Report") is prepared by the Board of Directors of Hexagon Composites ASA (the "Company") in accordance with the Norwegian Public Limited Liability Companies Act (the "Companies Act") Section 6-16 b with regu- lations, in addition to the Company's Guidelines for remuneration of executive management as approved by the General Meeting on 28 April 2021. The Report contains information regarding remuneration to previous, present and future leading personnel of the Company ("Executives") for the financial year of 2023 in line with the applicable requirements.

The Company considers the Group CEO, the Group CFO and the other members of the Group executive management as being the defined "Executives" or leading personnel under the Companies

Act. This Report is prepared for addressing the Hexagon Group of companies' performance in

2023 ("Hexagon") and how this relates to the remuneration of the Executives of Hexagon ("Hexagon Executives").

For the financial performance, 2019 and 2020 addresses the group structure and remuneration policies before the spin-off and listing of Hexagon Purus in 2020. The basic structure of the remuneration policy in Hexagon in 2023 remained the same as in the Group in the prior years.

Numbers in paranthesis in this document refers to previous fiscal year.

The Remuneration Policy balances our short-term and long-term performance, taking into consideration our business strategy, our vision of Clean Air Everywhere, and our aim to deliver value for shareholders. In 2022, we saw the introduction of the biggest climate investment programs the world has ever seen - REPower EU and The US Inflation Reduction Act - aimed at bringing down costs of renewable energy, boosting energy supply, and substantially reducing greenhouse gas emissions. These programs are complemented by the Green Deal Industrial Plan and the U.S. National Blueprint for Transportation Decarbonization, specific initiatives to speed up the deployment of clean energy. Hexagon's technology agnostic approach to solutions for the mobility and infrastructure segments has positioned us to play a role in driving this energy transformation. Demand for our products and services continues to be on the rise, and Hexagon retains its global leadership in the type 4 pressure vessel and related alternative fuel solutions space.

Accordingly, annual incentive payments to the Hexagon Executives, based on Hexagon and Business Area target EBITDA and individual performance objectives including ESG related objectives, were paid. Business fundamentals, growth and results in the three-year period ending 2023 was satisfactory even with significant disruptive impacts on global supply chains, affecting our customers, suppliers and our operational activities. From

2022 and into 2023, the war in Ukraine has added uncertainty to the general business environment. Despite these impacts leading to delays in chassis availability, semiconductors, and volatile input prices, Hexagon and its individual business areas navigated the significant market turbulence.

Hexagon's extensive portfolio of (renewable) natural gas (RNG/CNG), LPG/bioLPG, hydrogen and digital solutions, position the company as a global leading clean technology provider and we see leading OEMs, fleets and other market players adapting to meet ambitious sustainability targets. Renewable Natural Gas (RNG) represents the fuel alternative with the highest CO2 mitigating potential in the transportation sector in this decade, and it is expected to drive strong growth in Hexagon Agility.

Hexagon Composites ASA  Remuneration report 2023

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The remuneration outlined in this report complies in full with Hexagon's approved Remuneration Guidelines. The company has not claimed back any paid remuneration to Executives during the year. In 2023, to further increase our commitment to Environmental, Social and Governance (ESG) objectives, we established and set the weighting of ESG measures in the Performance Objectives within the short-term incentive scheme to at least 20 per cent. Please refer to our Sustainability report for further details on ESG within Hexagon.

Following the deconsolidation of Hexagon Purus effective 29 June 2023 and the subsequent classification of Hexagon Purus as discontinued operations, continuing operations comprise the Hexagon Agility, Hexagon Ragasco and Hexagon Digital Wave segments.

The general situation following the war in Ukraine and thereafter the disturbances in the Middle East adds a level of uncertainty to the any business activ- ity. Thus far, this haven't had substantial influence on Hexagon's business operations.

1.3 Overview of the last financial years

(NOK million)

Performance Indicator

2023

2022

2021

Revenue (NOK million)

5 186

4 303

3 277

Revenue growth (%)

21%

31%

7%

EBITDA (NOK million)

480

348

381

EBITDA growth (%)

38%

(9%)

16%

EBITDA Margin (%)

9%

8%

12%

EBIT (NOK million)

221

106

171

EBIT Margin (%)

4%

3%

5%

A strong finish to the year pushed the Group over the NOK 5 billion mark for the full year 2023, a new milestone for the Hexagon Group. Hexagon Agility's Mobile Pipeline sales momentum was the key profit driver for the Group in 2023, combined with the Group's successful recovery from last year's cost inflation impacts and significant improvements in operational efficiency.

For the full year 2023, Hexagon Group reported revenues of NOK 5 186 (4 303) million, including approximately NOK 390 million of positive FX translation effects. Excluding FX, the underlying revenue growth was 11%, largely explained by Hexagon Agility's Mobile Pipeline distribution business which has benefitted from a rapid growth in demand for transportation of renewable natural gas (RNG) in the US and increased underlying revenues by 52% in 2023.

EBITDA for the Group came in at NOK 480 (348) million, including a total of NOK 27 million in strategic and restructuring expenses all deemed non-recurring. Substantial growth in Hexagon Agility's Mobile Pipeline business has been a key profit driver for the Group throughout the year, offset by somewhat lower volumes in Hexagon Agility's automotive fuel systems business and Hexagon Ragasco. Improved pricing enacted to mitigate inflation in all segments, as well as operational efficiency and reduced supply chain disruptions, also contributed positively to the Group margin.

Hexagon Agility

For the full year 2023, Hexagon Agility reported revenues of NOK 4 321 (3 478) million, including favorable FX effects of approximately NOK 370 million. Adjusting for these effects, the underlying growth rate was 14%, principally achieved through

Hexagon Composites ASA  Remuneration report 2023

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strong demand within the Mobile Pipeline business. The Mobile Pipeline business had a record year generating underlying revenue growth of 52% versus 2022, where increasing demand for transportation of renewable natural gas (RNG) remains the key underlying growth factor. Volumes within the commercial vehicles business were however lower, mainly due to lower heavy-duty truck volumes. The volume shortfall is primarily attributed to a single customer who placed and received delivery of significant orders in 2022 and is using 2023 to optimize its fleet operations.

EBITDA for the full year 2023 was NOK 381 (209) million, translating to an EBITDA margin of 9% (6%). Improved pricing, significant volume effects in Mobile Pipeline, as well as operational gains from enhanced focus on world class manufacturing are key factors explaining the improved margin within Hexagon Agility.

Hexagon Ragasco

For the full year 2023, Hexagon Ragasco reported revenues of NOK 679 (706) million and generated an EBITDA of NOK 114 (123) million. Favorable FX effects and price increases to compensate for cost price inflation contributed to a stable EBITDA margin of 17% (17%), despite lower volumes.

During 2023, Hexagon Ragasco signed a long- term agreement with its long-standing customer, Gasco - Saudi Arabia's largest LPG distributor - for

production of custom-made LPG cylinders for the Saudi Arabian domestic market. The sales value of the agreement amounts to approximately EUR 20 million over the next five years. This, together with several introductory orders from new customers, including significant orders from Oceania and Africa-based customers, represent important additions to Hexagon Ragasco's recurring volume base.

Digital Wave

For the full year 2023, Hexagon Digital Wave reported revenues of NOK 179 (116) million, representing a growth of approximately 54%. The growth is largely related to the strong momentum in the MAE business. Following the healthy recovery in the fourth quarter, Hexagon Digital Wave reported yet another year of positive EBITDA ending at NOK 8

  1. million with an EBITDA margin of 4% (6%). The relatively weak margin development is explained by operational growth investments, together with research and product development, which are expected to yield improved margins for 2024 and beyond.

In January 2024, Hexagon Digital Wave announced it had signed a long-term agreement with its long-standing customer, Linde Gas & Equipment, for UE testing equipment and services globally. This confirms UE testing's competitive advantage over hydrostatic testing and lays a solid foundation for Hexagon Digital Wave's UE business.

Profit/loss from discontinued operations

On 29 June, the board of directors of Hexagon Composites ASA decided to distribute 69.2 million shares in Hexagon Purus ASA as a dividend-in-kind to its shareholders and effectively reduced its ownership in Hexagon Purus by 25% to 43.4%. The distribution as well as other factors constituted

a loss of control event. The deconsolidation of Hexagon Purus generated a one-off accounting gain of NOK 2 351 million. Profit/loss from discontinued operations of NOK 2 050 million includes the said gain as well as Hexagon Purus' profit/loss up to 29 June 2023 of NOK -302 million. See also note 5to the Group's consolidated financial statement for further information related to the deconsolidation of Hexagon Purus and subsequent presentation as discontinued operations.

Performance on track

Hexagon's businesses are on track to deliver on their long-term growth and profitability ambitions. In 2023, Hexagon's mobility solutions enabled a wide range of transportation, industrial and consumer applications to convert to cleaner energy

  • collectively avoiding the release of 1.5 (1.35) million metric tons of CO2 equivalents 1 . In addition, Hexagon Ragasco continued to provide substantial volumes of LPG cylinders to lesser developed countries, bringing cleaner and safer fuel sources to meet vital domestic energy needs in those markets.

In the 2023 performance, Hexagon has incurred several strategic expenses totalling NOK 27 million for the full year. Approximately NOK 3 million of these were adjusted for in the evaluation of actual performance for Executives remuneration achieved in 2023.

1 Number is subject to full-year review. Source: Calculated based on the Alternative Fuel Life-Cycle Environmental and Economic Transportation (AFLEET) tool from the Greenhouse gases, Regulated Emissions, and Energy use in Technologies (GREET®) model has been used for estimating emission reductions, Greenhouse Gas Equivalencies Calculator | US EPA

Hexagon Composites ASA  Remuneration report 2023

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CONTENTS

2. Total remuneration for Executives

2.1 Introduction

2.2 Elements of Executive remuneration

As Executives, we are including any individuals defined to be part of the Group Management or the Board of Directors in the fiscal year 2023, and thereby also have received remuneration from the group during the fiscal year 2023.

2.1.1 Purpose and general principles for executives' remuneration

As a leading international company within its indus- tries, Hexagon and the Group must offer salaries and other compensation that ensure to recruit and retain Executives. The Group has presence

in a number of locations on several continents,

and as such competes for relevant senior management talent worldwide. The components and total package of remuneration strive to support Hexagons' competitiveness as an employer in all locations, and especially in the US.

Remuneration for Executives has been adapted to comply with established local practice and mandatory rules in the jurisdiction of their employment, taking into account, to the extent possible, the overall purpose of the remuneration policy.

Remuneration includes all benefits a person receives by virtue of their position as an Executive in Hexagon. This includes, in principle:

a. fixed salary,

  1. bonuses,
  2. allotment of shares, warrants, options and other forms of remuneration related to shares or the development of the share price in the company,
  3. pension schemes, early retirement schemes and
  4. all forms of other variable elements in the remu- neration, or special benefits that are in addition to the basic salary.

2.2.1 Fixed salary

The fixed salary allows Hexagon to attract and recruit senior executives that are necessary for the long-term profitability and sustainability of Hexagon.

It is Hexagon's policy that base salaries shall reflect the individual Executive's position and degree of responsibility. The size of the fixed cash salary shall be in line with market conditions, be competitive with comparable businesses within the industry at the relevant location and shall take into account

inter alia the scope and responsibility associated with the position, as well as the skills, experience, and performance of each Executive. The fixed cash salaries have no maximum levels.

In 2023, Executives have had changes in their base payment between 5% and 11% (3% and 7%) (exclud- ing effects from currency translation).

2.2.2 Bonuses (variable cash salary) Variable cash salary for Executives in 2023 was based on a set of predetermined and measurable performance criteria, reflecting the key drivers for pursuing Hexagon's business strategy, long-term interests, and sustainable business practices. The performance criteria consisted of performance indicators both for Hexagon's and business areas' overall and for individuals' performance. In 2023, variable cash salaries were based 50%-70% on financial parameters related to EBITDA, and

30%-50% on operational and ESG-related parame- ters. See sections 2.3 and 2.4 for more details.

Performance indicators for 2023 are further adjusted for by Executive's Individual Performance

Hexagon Composites ASA  Remuneration report 2023

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CONTENTS

Objectives from 0-100% principally through other non-financial performance parameters, mainly:

  • ESG targets
  • Strategic objectives
  • Functional / Business area goals
  • Personnel development and welfare goals

The performance achievement was applied to fixed percentages of base salary which vary from 50 per cent to 75 per cent. The design of the above is to ensure the most capable execution of defined business strategies, short and long-term, while ensuring Hexagon's going concern. Determination of the extent to which the criteria for variable cash salary are satisfied is determined upon expiry of the relevant measurement period by measuring criteria against actual performance. Bonus payments to the Executives have been endorsed by the remuneration committee.

In 2021, the CEO of Hexagon was awarded a bonus arrangement dependent upon the share price development of Hexagon Purus ASA and is converted to a given number of cash settlement options in Hexagon Purus ASA, for the purposes of calculating quarterly fair values. The performance of Hexagon Purus' development also has a significant influence on shareholder value for the Hexagon Group. This cash settlement arrangement has a maturity of three years and involved in 2023 a reversal of previously expensed amount of NOK 2.4(1.8 expensed 2022) million due to share price development of Hexagon Purus ASA.

2.2.3 Remuneration related to shares

This section covers, in principle, allotment of shares,

warrants, options and other forms of remuneration related to shares or the development of the share price in the company.

Purchase of shares

Executives may participate in any Hexagon employee share purchase plans or similar plans on substantially on the same terms as all employees.

Share-based incentive programs Share-basedpayments, settled in shares or cash, are used as part of the Hexagon's incentive schemes. In the view of the Board of Directors, attractive share-based long-termincentive programs form an important part of the total compensation for Executives and are necessary to allow Hexagon to retain and hire the talent it needs for further growth.

The Executives have a long-termshare-based incentive plan with a retention period of employment of three years. Performance Share Unit (PSU) plans for Executives are issued with differing tiers of target face value ranging from USD 100 000

to USD 300 000. The range of values is reviewed periodically to ensure market competitiveness.

The PSU schemes are based on performance in a defined measurement period. Depending on performance in relation to target figures, the number of instruments each person potentially may receive is calculated. The exact number of instruments

is a function of the value award for an individual, translated to NOK, divided by the share price at the allotment date, and multiplied by the performance achievement during the performance period. After

the measurement period there will be a defined service period before shares may be released.

Conditional and performance-based PSUs have been granted to Executives, which entitle these to potentially receive a number of shares after three years. The rights under PSUs granted in April 2020 with performance period in 2020 and 2021 were vested and released in March 2023. The rights under PSUs granted in April 2021 were contingent on achieving specific targets for Group revenue and EBITDA in 2021 and 2022 and will vest in March 2024. The rights under PSUs granted in May 2022 is contingent on achieving specific targets for Group revenue and EBIT in 2022 and 2023 and will vest in March 2025. The rights under PSUs granted in February 2023 is contingent on achieving specific targets for Group revenue, EBIT and total shareholder return in 2025 and will vest in March 2026. The exact number of instruments will continue to be a function of the value award for an individual, divided by the share price at the allotment date, and multiplied by the performance achievement during the performance period. After the measurement period there will be a defined service period before shares may be released.

See section 3 for details on Executive share-based instruments for 2023.

2.2.4 Pension schemes

Executives' pension arrangements follow the arrangements established for Hexagon's employ- ees. Pension benefits were based on local practices and applicable law.

2.2.5 Other variable elements of remuneration Other benefits shall be based on market terms and shall facilitate the duties of Executives and typically include cover of broadband access, phone, financial media and relevant professional subscriptions, modest wellness allowance and membership of company health insurances. Hexagon aims to have sufficiently competitive salary and incentive programs to minimize additional non-financial benefits, and such shall generally be offered only to the extent they are in line with generally accepted customs locally.

Where relevant, severance payment is included in the overview below as extraordinary items.

The table in Section 2.3 Remuneration of Executives from the Company below contains an overview of the total remuneration received by the Executives, only remuneration earned on the basis of the Executives' role as a leading person is included. Criteria for remuneration that was granted/awarded/due but not yet materialized, during the reported financial year is given in sections 3 and 5 primarily.

The table in Section 2.4 Remuneration of Executives from the Group below contains an overview of the total remuneration, which the Executives have received from other companies within the group of companies to which the Company belongs (the "Group").

The table in Section 2.5 below contains an overview of the total remuneration received by the members of the Board of Directors in the parent company of the Group.

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2.3 Remuneration of Executives from the Company

This section contains information on the remuneration of the Executives being former, existing and future members of the Executive team in Hexagon Composites ASA.

1. Fixed remuneration

2. Variable remuneration

3. Extra-

6. Fixed % of

7. Variable % of

8. Remuneration

(NOK 1 000)

Base

Fringe

One-year

Multi-year

4. Pension

5. Total

of Directors from

Name and position

Year

Fees

ordinary

remuneration

remuneration

undertakings of

salary

benefits

variable

variable ¹

items

expense

Remuneration

(%)

(%)

the same group

Jon Erik Engeset

2023

3 714

-

12

3 170

3 003

-

191

10 089

39%

61%

437

Group President & CEO

2022

3 337

-

10

2 100

3 704

-

192

9 341

38%

62%

620

David Bandele

2023

2 695

-

13

1 534

2 002

-

185

6 428

45%

55%

54

Chief Financial Officer

2022

2 500

-

13

882

1 220

-

182

4 797

56%

44%

40

Karen Romer

2023

1 810

-

10

1 030

1 846

-

187

4 882

41%

59%

142

SVP Communications

2022

1 717

-

13

606

953

-

187

3 476

55%

45%

340

Hans Peter Havdal

2023

2 397

-

9

2.317

333

-

129

5.184

49%

51%

246

Group COO & CEO Hexagon Agility

2022

-

-

-

-

-

-

-

-

311

Eirik Løhre

2023

1 682

-

8

1 477

493

-

183

3 843

49%

51%

-

VP Corporate Development (from March 2023)

2022

1 313

-

8

575

72

-

172

2 141

70%

30%

-

Multi-year variable: more details are disclosed in section 3.

Remuneration of Directors from undertakings of the same group: relates to fee serving as Chairman of Board (Jon Erik Engeset), member of the Board (Karen Romer) and member of the nomination committee (David Bandele) of Hexagon Purus ASA. Hans Peter Havdal received remuneration serving as board member of the parent company up to February 2023.

There are no other previous or future leading personnel of the Company for the financial year of 2023 to be included in the reporting.

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2.4 Remuneration of Executives from the Group

This section contains information on the remuneration of the Executives being former, existing and future members of the Executive team of the Group.

1. Fixed remuneration

2. Variable remuneration

3. Extra-

6. Fixed % of

7. Variable % of

8. Remuneration

(NOK 1 000)

Base

Fringe

One-year

Multi-year

4. Pension

5. Total

of Directors from

Name and position

Year

Fees

ordinary

remuneration

remuneration

undertakings of

salary

benefits

variable

variable ¹

items

expense

Remuneration

(%)

(%)

the same group

Jon Erik Engeset

2023

3 714

-

12

3 170

3 003

-

191

10 089

39%

61%

437

Group President & CEO

2022

3 337

-

10

2 100

3 704

-

192

9 341

38%

62%

620

David Bandele

2023

2 695

-

13

1 534

2 002

-

185

6 428

45%

55%

54

Chief Financial Officer

2022

2 500

-

13

882

1 220

-

182

4 797

56%

44%

40

Hans Peter Havdal

2023

2 397

-

9

2.317

333

-

129

5.184

49%

51%

246

Group COO & CEO Hexagon Agility

2022

-

-

-

-

-

-

-

-

311

Seung Baik

2023

663

-

83

-

413

3 644

96

4 899

92%

8%

-

President Hexagon Agility

2022

3 890

-

-

1 624

1 873

-

197

7 584

54%

46%

-

Skjalg Stavheim

2023

2 543

-

7

1 389

2 002

-

126

6 067

44%

56%

-

President Hexagon Ragasco

2022

2 417

-

6

1 131

1 220

-

152

4 926

52%

48%

-

Melissa Holler

2023

1 524

-

69

-

-

1 568

141

3 302

100%

-

-

President Hexagon Digital Wave (from May 2022)

2022

1 605

-

42

745

51

1 918

124

4 484

82%

18%

-

Karen Romer

2023

1 810

-

10

1 030

1 846

-

187

4 882

41%

59%

142

SVP Communications

2022

1 717

-

13

606

953

-

187

3 476

55%

45%

340

George Siedlecki

2023

4 004

-

319

2 278

2 002

-

209

8 812

51%

49%

-

SVP Strategy and M&A (Acting President Digital

Wave 2021)

2022

3 050

-

142

1 168

1 110

-

176

5 647

60%

40%

-

Ashley Remillard

2023

2 745

-

342

1 562

1 329

-

197

6 174

53%

47%

-

SVP Legal & Government Affairs (from March 2023)

2022

2 000

-

254

990

577

-

176

3 996

61%

39%

-

Rick Rashilla

2023

3 151

-

283

1 793

1 960

-

182

7 369

49%

51%

300

SVP Sustainability (prev. SVP Corp R&D)

2022

2 526

-

142

897

1 159

-

159

4 884

58%

42%

303

Eirik Løhre

2023

1 682

-

8

1 477

493

-

183

3 843

49%

51%

-

VP Corporate Development (from March 2023

2022

1 313

-

8

575

72

-

172

2 141

70%

30%

-

Hexagon Composites ASA  Remuneration report 2023

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CONTENTS

The USD/NOK exchange rate has increased year-over-year by 9.9% from 2022 average to 2023 average. This affects the US Executives' remuneration correspondingly.

Multi-year variable: more details are disclosed in section 3.

Remuneration of Directors from undertakings of the same group: relates to fee serving as Chairman of Board (Jon Erik Engeset), members of the Board (Karen Romer and Rick Rashilla) and member of the nomination committee (David Bandele) of Hexagon Purus ASA. Hans Peter Havdal received remuneration serving as board member of the parent company up to February 2023.

Melissa Holler, previous President Digital Wave, left the Group from July 2023. Following, George Siedlecki took on serving as acting President of Digital Wave from July 2023. Seung Baik left the Executive team and the Group from February 2023.

Hans Peter Havdal has joined the Executive team from March 2023 as COO while having left his position as board member from 16 February 2023. Ashley Remillard, previously VP Legal & Government Affairs in Hexagon Agility, was appointed SVP Legal and Government Affairs in Hexagon Group as from 1 March 2023. Eirik Løhre, previously Director of Strategy and M&A was appointed VP Corporate Development in Hexagon Group as from 1 March 2023. The new members of the Group Executive team from 2023 are added to the remuneration report from the 2023 reporting.

Executives having left the Group before 2023 are not part of the 2023 reporting. There are no other previous or future leading personnel of the Company for the financial year of 2023 to be included in the reporting.

Hexagon Composites ASA  Remuneration report 2023

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Hexagon Composites ASA published this content on 20 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 March 2024 08:35:08 UTC.