Since inception, Genmab A/S has established general warrant schemes all of which have the primary objective of giving those who help build the company an opportunity to share in the value of the business that they are helping to create. The warrant schemes are meant to provide an incentive for all company employees, including those in our subsidiaries.
The use of share-based compensation to members of the Board of Directors and members of the Executive Management registered with the Danish Business Authority is subject to the Remuneration Policy for the Board of Directors and Executive Management. Following an amendment of the Remuneration Policy by the Annual General Meeting in March 2023, members of the Board of Directors and the Executive Management may only be granted RSUs. The Remuneration Policy is available above.
Warrants are granted by our Board of Directors in accordance with authorizations given by our shareholders. Warrant grants are determined on a merit basis and upon recommendations of the Compensation Committee. All outstanding warrants have either been issued under the warrant scheme adopted by the Board of Directors in April 2017 (the “2017 Scheme”) or the warrant scheme adopted by the Board of Directors in February 2021 (the "2021 Scheme").
Under the terms of both schemes, warrants are granted at an exercise price equal to the share price on the grant date. According to our Articles of Association the exercise price cannot be fixed at a lower price than the market price at the day of grant.
Warrants can be exercised from three years after the grant date and lapse on the seventh anniversary of the grant date. Most of the terms of the warrant schemes are substantially identical, although the 2021 Scheme does introduce more stringent vesting conditions in relation to e.g., termination of employment and change of control (so-called double-trigger vesting).
Warrants are subject to three years cliff vesting, and the warrant holder may as a general rule exercise all the warrants after three full years of employment after the grant date. Notwithstanding the above, under the 2017 Scheme, the warrant holder will be entitled to keep and exercise all warrants granted regardless of termination of the employment relationship etc. in instances where we or our subsidiary terminate his/her employment relationship without the warrant holder having given us/subsidiary good reason to do so. Under the 2021 Scheme, the warrant holder will in such events only be entitled to keep and exercise a pro-rata share of the warrants.
In aggregate, the number of warrants issued under the 2017 Scheme and the 2021 Scheme amounts to 1,856,013. As of December 31, 2023, 989,891 warrants were outstanding. For a more detailed description of warrants, please refer to our latest Annual Report.
Until a new scheme may be adopted in the future, all warrants granted in February 2021 and afterwards will be granted under the 2021 Scheme.
(Last updated March 25, 2024)
