Zealand Pharma launches long-term incentive programs for Zealand Pharma's Board of Directors, Corporate Management and employees for 2026
Company announcement – No. 7 / 2026
Zealand Pharma launches long-term incentive programs for Zealand Pharma's Board of Directors, Corporate Management and employees for 2026
Copenhagen, Denmark, April 19, 2026 – Zealand Pharma A/S ("the Company" or "Zealand Pharma") (NASDAQ:ZEAL) (CVR-no. 20045078), a biotechnology company transforming the future of metabolic health, today announces the implementation of long-term incentive programs for 2026 (the "LTIP") for the Board of Directors, Corporate Management and employees of Zealand Pharma, in accordance with the Company's remuneration policy and overall guidelines for incentive pay, as adopted at the annual general meeting held on March 20, 2024 (the "Remuneration Policy").
Long-term incentive program
Zealand Pharma has made the following awards under its long‑term incentive program, with the Company granting in total:
- 35,165 restricted share units ("RSUs") to Zealand Pharma's Board of Directors
- 175,106 performance share units ("PSUs") and 175,106 RSUs have been awarded to Zealand Pharma's Corporate Management
- 73,017 RSUs have been awarded to Zealand Pharma's U.S. employees and
- 280,741 RSUs have been awarded to Zealand Pharma's employees in Denmark (except for members of Corporate Management).
Zealand Pharma has implemented the LTIP to align with selected European and U.S. biotech peers, with the program designed to drive long-term value creation, align the interests of Corporate Management and employees with those of Zealand Pharma's shareholders, and support the attraction, retention, and motivation of top talent.
The allocation of RSUs and PSUs have been determined based on the average share price over the five trading days on Nasdaq Copenhagen A/S following the Company's Annual General Meeting 2026.
The number of granted RSUs and PSUs may be adjusted to reflect, for example, changes in Zealand Pharma's share capital structure or other significant events, subject to an independent calculation performed by Zealand Pharma's auditor or another independent third party.
In addition to the grants described above, the Board of Directors has approved a reserve for off-cycle grants during the remainder of 2026 to support the continued growth of the Company. Off-cycle grants will generally follow the terms of LTI 2026 applicable to each participant category, subject to grant date valuation as determined by the Board of Directors or its delegates, which is expected to be based on an average share price following the Company's release of quarterly or semi-annual financial reports. The reserve represents an additional off-cycle allocation of up to approximately one-fifth of the total grant described above.
Board RSUs
Board members who serve on Zealand Pharma's Audit Committee, Remuneration Committee and/or Scientific Committee have received additional RSU grants in accordance with the Remuneration Policy. These grants are included in the total number of RSUs disclosed above.
With respect to the 2026 RSU grants to the Board of Directors, RSUs vest annually in equal tranches over three years, at the annual general meetings (AGM), from April 19, 2026 until the AGM in 2029.
For any given financial year, the total number of RSUs granted to any member of the Board of Directors cannot exceed 8,000 RSUs, and at the time of grant the total value of RSUs granted to the Chair of the Board cannot exceed an amount of DKK 3 million. For Board members serving on a committee (other than the Chair of the Board), the total value cannot exceed DKK 1.5 million and for other Board members not serving on a committee, the total value cannot exceed DKK 600,000. Each vested RSU entitles the holder to receive one share in Zealand Pharma at no cost, subject to certain conditions, including the Board member's continued service on the Board of Directors (or relevant Board committee) for the full elected term.
The allocation of RSUs has been determined in accordance with the Remuneration Policy, based on the average share price over the five trading days on Nasdaq Copenhagen A/S following the Company's Annual General Meeting 2026.
Members of the Board of Directors are also subject to a shareholding requirement, to be met within two years from the date of first election, provided they continue to serve on the Board. This requirement is intended to further align the interests of the Board and shareholders. The required holding amounts to 200% of the annual RSU grant value, as determined at the grant date.
The grant of RSUs for the members of the Board of Directors under this program will have an estimated fair market value of DKK 11.6 million, based on a fair market value per RSU of DKK 329.30.
The fair market value of the RSUs is determined based on the closing price of Zealand Pharma's shares on Nasdaq Copenhagen A/S on the latest trading day preceding the grant date.
Corporate Management RSUs and PSUs
Members of the Corporate Management are eligible to receive an annual grant of PSUs and RSUs.
The PSU component of the award is free of charge subject to achievement of certain predefined performance targets. Consequently, the PSUs vest based upon certain pre-defined market-based goals that encourage share performance against comparable companies (such as total shareholder return performance against Nasdaq Biotechnology Index).
Depending on the level of fulfillment of the goals, the PSUs may vest between 0% and 150% after three years (on April 19, 2029). With regards to the 2026 RSU grants to Zealand Pharma's Corporate Management, RSUs will vest annually in equal tranches over three years (from April 19, 2026, to April 19, 2029). Each vested RSU entitles the holder to receive one share in Zealand Pharma at no cost and subject to certain conditions that include the holder's continued employment with Zealand Pharma.
The grant of RSUs and PSUs to Zealand Pharma's Corporate Management under the aforementioned programs will have an estimated fair market value of DKK 115.3 million, based on each RSU and PSU having a fair market value of DKK 329.30 per share. The fair market value of the RSUs is determined based on the closing price of Zealand Pharma's shares on Nasdaq Copenhagen A/S on the latest trading day preceding the grant date. The allocation of PSUs and RSUs have been determined in accordance with the Remuneration Policy, based on the average share price over the five trading days on Nasdaq Copenhagen A/S following the Company's Annual General Meeting 2026.
Each vested RSU equals one share in Zealand Pharma while PSUs convert into a number of shares equal to between 0% to 150% of the PSUs, depending on the achievement of the performance targets.
For the financial year 2026, the total aggregated value of grants under the Long-term incentive programs, including RSUs and PSUs, cannot exceed 400% of the fixed annual salary for the CEO and 250% for other members of Executive Management.
The members of the Executive Management are also subject to a holding requirement to be met within a period of five years from the time of becoming a member of Executive Management. This is to align the interests of the Executive Management and the shareholders. The holding requirement for the members in question amounts to 200% of the fixed annual salary for the CEO, and 100% for other members of Executive Management.
U.S. Employee RSUs
With respect to the 2026 RSU grants to U.S. employees, RSUs vest annually in equal tranches over three years, from April 19, 2026 to April 19, 2029. Each vested RSU entitles the holder to receive one share in Zealand Pharma at no cost and subject to certain conditions that include the holder's continued employment at Zealand Pharma.
The grant of RSUs to U.S. employees under this program will have an estimated fair market value of DKK 24.0 million, based on each RSU having a fair market value of DKK 329.30 per share. The fair market value of the RSUs is determined based on the closing price of Zealand Pharma's shares on Nasdaq Copenhagen A/S on the latest trading day preceding the grant date.
RSU's to employees in Denmark
With regards to the 2026 RSU grants to the employees in Denmark, the RSUs will vest after three years (on April 19, 2029). Each vested RSU entitles the holder to receive one share in Zealand Pharma at no cost and subject to certain conditions that include the holder's continued employment at Zealand Pharma.
The grant of RSUs to Danish employees under this program will have an estimated fair market value of DKK 92.4 million, based on each RSU having a fair market value of DKK 329.30 per share. The fair market value of the RSUs is determined based on the closing price of Zealand Pharma's shares on Nasdaq Copenhagen A/S on the latest trading day preceding the grant date.
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About Zealand Pharma
Zealand Pharma A/S (NASDAQ:ZEAL) is a biotechnology company focused on advancing medicines for obesity and metabolic health. Combining more than 25 years of peptide R&D expertise with a proprietary data platform that leverages advanced data driven and AI/ML approaches, Zealand Pharma aims to lead a new era in obesity and metabolic health. To date, more than 10 Zealand Pharma invented drug candidates have entered clinical development, of which two products have reached the market and three candidates are in late-stage development. The Company has collaborations with global pharmaceutical and biotechnology partners for research, development, and commercialization. Founded in 1998, Zealand Pharma is headquartered in Copenhagen, Denmark, with a U.S. presence in Boston, Massachusetts. Learn more at www.zealandpharma.com.
Contacts
Eric Rojas (Investors)
Vice President, Head of Investor Relations
Zealand Pharma
Email: [email protected]
Adam Lange (Investors)
Vice President, Investor Relations
Zealand Pharma
Email: [email protected]
Neshat Ahmadi (Investors)
Investor Relations Manager
Zealand Pharma
Email: [email protected]
Rachel James-Owens (Media)
Vice President, Corporate Communications and Media Relations
Zealand Pharma
Email: [email protected]
Andreas Hylleberg Mølleskov (Media)
Director, External Communications
Zealand Pharma
Email: [email protected]
