Remuneration
Report 2025
For the year ending December 2025
Cadeler A/S. Incorporated in Denmark. Registration Number (CVR no.): 3118 0503
Kalvebod Brygge 43, DK-1560 Copenhagen V, Denmark
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Remuneration Report
This remuneration report (the “Report”) provides an overview of the total remuneration received by each
member of the Board of Directors (the “Board”), and the Executive Management (the “Executive
Management”) of Cadeler A/S (the “Company”) during the financial year ending 31 December 2025. The
Executive Management means the members of the executive management of the Company registered as such
with the Danish Business Authority. Currently the Executive Management consists of Mikkel Gleerup and Peter
Brogaard Hansen.
The remuneration of the Board and Executive Management has been provided in accordance with the
remuneration policy of the Company adopted by the Extraordinary General Meeting on 23 April 2024 and
available on the Company’s website, cadeler.com, (the “Remuneration Policy”). The over-all objective of the
remuneration policy is to attract, motivate and retain qualified members of the Board and the Executive
Management as the Company’s future development and success is dependent on management performance.
The remuneration of the Board and the Executive Management is designed to support the strategic goals of
the Company and to promote value creation for the benefit of the shareholders of the Company.
This Report has been prepared in accordance with section 139b of the Danish Companies Act (the “DCA”),
section 4.2.3 in the Recommendations on Corporate Governance (“Recommendations”) is-sued by the Danish
Corporate Governance Committee and the draft European Commission Guide-lines on the standardised
presentation of the remuneration report under Directive 2007/36/EC, as amended by Directive (EU) 2017/828
with regards to the encouragement of long-term shareholder engagement (the “Guidelines”).
The remuneration of the Board and Executive Management for the financial year ending 31 December 2025
complies with the framework provided by the Remuneration Policy. There has been no deviation or
derogation from the framework provided by the Remuneration Policy.
The information included in this Report has been derived from the audited annual report of the Company for
the financial year ending 31 December 2025 available on the Company’s website, cadeler.com. All amounts are
gross and quoted in EUR.
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Introduction
The remuneration of the Board for 2025 was in compliance with the Remuneration Policy, which stipulates that
the Board may receive a fixed annual fee with the fee being pro-rated according to the date of the board
member’s election to the Board, and that the Board does not receive any incentive or share-based
remuneration. The remuneration of the Executive Management was in compliance with the Remuneration
Policy, with the receipt of cash bonus and share based incentives was based on performance criteria.
The remuneration of the Board and the Executive Management is designed to support the Company’s
development by ensuring that members of the Executive Management are incentivised to achieve both
financial and operational goals while supporting the long-term sustainability and development of the
Company.
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Board of Directors
According to the Company’s Remuneration Policy, members of the Board receive a fixed annual base fee
approved by the Annual General Meeting. This annual base fee is determined in line with the market
practice of comparable listed companies, taking into account the required competencies, effort and scope
of work of the members of the Board.
The Chairman may receive an additional fixed fee of up to three times the fixed annual base fee for his/
her extended duties. Ordinary members of the Audit Committee, Remuneration Committee and
Nomination Committee may receive a supplementary fee of up to 50% of the fixed annual base fee, and
the Chairman of the Audit Committee, Remuneration Committee and Nomination Committee may receive
a supplementary fee of up to 100% of the fixed annual base fee.
No member of the Board is entitled to receive any share-based incentive, other variable remuneration or
pension contribution.
The following fees were approved at the General Meeting on 22 April 2025
Board | Audit Committee | Nomination Committee | Remuneration Committee | |
Member | EUR 76,923 (base fee) | EUR 8,547 | EUR 2,137 | EUR 8,547 |
Chairman | EUR 153,846 (base fee + board chair fee) (waived) | EUR 17,094 | EUR 2,137 | EUR 8,547 |
Vice Chairman | EUR 115,385 (base fee + vice chair fee) (waived) | — | — | — |
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Board of Directors
Continued from previous page
Table 1 – Remuneration of Board for 2025
Name | Role | Annual fee | Committee fees | Travel allowance | Benefits | Extraordinary items | Total remuneration |
Andreas Sohmen-Pao | Chairman of the Board of Directors Chairman of the Remuneration Committee | - | - | - | - | - | - |
Emanuele Lauro | Vice Chairman of the Board of Directors | - | - | - | - | - | - |
Ditlev Wedell-Wedellsborg | Board member Member of the Remuneration Committee | 76,923 | 8,547 | - | - | - | 85,470 |
Andrea Abt | Board member Member of the Audit Committee | 76,923 | 8,547 | - | - | - | 85,470 |
James Nish | Board member Chairman of the Audit Committee | 76,923 | 17,094 | - | - | - | 94,017 |
Colette Cohen | Board member | 76,923 | - | - | - | - | 76,923 |
Thomas Thune Andersen | Board member | 76,923 | - | - | - | - | 76,923 |
Total | 384,615 | 34,188 | - | - | - | 418,803 |
Andreas Sohmen-Pao is employed by BW Group and has not received remuneration as a Cadeler board member in 2025.
Emanuele Lauro is employed by Scorpio Holdings Limited and has not received remuneration as a Cadeler Board member in 2025.
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Executive Management
Members of the Executive Management are entitled to annual remuneration in accordance with the
Remuneration Policy, which may consist of the following fixed and variable remuneration components:
a.Annual fixed salary;
b.Employment Benefits,
c.Pension contribution,
d.Short-term and/or long-term incentive remuneration consisting of an annual performance-
based bonus in cash, shares, other share-based incentives, such as stock options, restricted share
units, warrants and phantom shares,
e.Employee retention incentives in the form of cash or share-based incentives, and
f.Termination and severance payments.
The choice of these components is intended to permit a well-balanced remuneration package reflecting (i)
the individual performance and responsibility of the members of the Executive Management in relation to
established goals and targets, both in the short and the longer term, and (ii) the Company’s overall
performance.
In accordance with the Remuneration Policy, any performance-based bonus awarded to members of the
Executive Management be subject to performance criteria determined by the Board. The performance
criteria may include both financial and non-financial targets related to the Company’s strategy and key
performance indicators, which may include, but are not limited to, the Company’s health and safety
record, revenue and EBITDA and the successful completion of projects, whether individually or collectively.
The composition of the remuneration of each individual member of the executive management is
determined with a view to contributing to the Company’s ability to attract and retain competent key
employees while, at the same time, ensuring that the Executive Management has an incentive to create
added value for the benefit of the Company’s shareholders through variable remuneration.
Table 2 - Remuneration for the Executive Management for 2025
Fixed Remuneration | Variable Remuneration | |||||||||
Name | Base salary | Benefits | Pension | Share based payment | Cash bonus | Relocation bonus | Total remuneration | Fixed/Total | Variable/Total | |
Mikkel Gleerup, CEO | 619,426 | 17,724 | 61,935 | 848,746 | 1,238,852 | 333,029 | 3,119,712 | 22% | 78% | |
Peter Brogaard Hansen, CFO | 378,733 | 17,724 | 37,883 | 400,254 | 568,100 | 333,029 | 1,735,723 | 25% | 75% | |
Total | 998,159 | 35,448 | 99,818 | 1,249,000 | 1,806,952 | 666,058 | 4,855,435 | |||
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Executive Management
Continued from previous page
Fixed Remuneration
The annual fixed base salary and benefits are intended to attract and retain competent key employees
with a view to contributing to the Company’s ability to obtain its short- and long-term targets. Members
of the Executive Management are entitled to receive a pension contribution of up to 10% of the fixed base
salary.
Variable Remuneration
Members of the Executive Management may in accordance with the Remuneration Policy be eligible to
receive an annual performance-based bonus in cash, shares as well as other share-based incentives, such
as stock options, restricted share units, warrants and phantom shares. The performance criteria shall be
determined by the Board and may include both financial and non-financial targets related to the
Company’s strategy and key performance indicators, which may include, but are not limited to, the
Company’s health and safety record, revenue and EBITDA and the successful completion of projects,
whether individually or collectively. The performance bonus shall be subject to the level of achievement of
performance targets to be defined and set annually by the Board of Directors and comprising one or
more financial years in the reference period.
The maximum annual value of a cash bonus and a share-based incentive grant, respectively, may not
exceed 200% of the fixed annual salary at the time of grant. Where a performance bonus is to be paid in
shares or other share-based incentives, the entitlement to shares shall be subject to a vesting period of at
least 12 months and requirement of continuous service during the vesting period. Vesting may be subject
to fulfilment of certain pre-defined criteria if determined by the Board of Directors.
Incentive Schemes
In December 2021, a new remuneration scheme was agreed with effect from January 2022, replacing the
existing share-based incentive schemes for members of the Executive Management.
1.In January 2022, the CEO was granted 55,430 Options over Cadeler shares which vested in May
2024 and expire in April 2027. The strike price will range from NOK 36.02 to NOK 38.42 depending
on the exercise period.
2.In May 2022, the CEO was granted 221,719 and the CFO was granted 67,440 options over Cadeler
shares, which will vest in May 2025 and expire in May 2028. The strike price will initially be NOK
40.24 and the grant is conditional upon continued employment with Cadeler.
3.In January 2023, the CEO was granted 130,416 and the CFO was granted 59,280 Restricted Share
Units, which will vest in July 2025.
4.In August 2023, the CEO and the CFO were granted 385,320 and 237,120 options over Cadeler
shares respectively, which will vest in August 2026 and expire in August 2029. The strike price will
initially be NOK 45.49 and the grant is conditional upon continued employment with Cadeler.
5.In May 2024, the CEO and the CFO were granted 122,825 and 70,186 Restricted Share Units
respectively, which will vest in May 2027 and the grant is conditional upon continued employment
with Cadeler.
6.In May 2024, the CEO and the CFO were granted 245,651 and 140,372 options over Cadeler shares
respectively, which will vest in May 2027 and expire in May 2030. The strike price will initially be
NOK 74.32 and the grant is conditional upon continued employment with Cadeler.
7.In March 2025, the CEO was granted 631,724 and the CFO was granted 280,766 options over
Cadeler shares respectively, which will vest in March 2028 and expire in March 2031. The strike
price will initially be NOK 60.20, and the grant is conditional upon continued employment with
Cadeler.
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Executive Management
Continued from previous page
Extraordinary awards
Members of the Board and Executive Management may under the remuneration policy be offered
extraordinary awards in the form of a one-off bonus or other extraordinary variable remuneration. The
value of such extraordinary award may not exceed 100% of the fixed annual salary.
Termination and Severance Payments
According to the Company’s Remuneration Policy, the members of the Executive Management are
employed on individual contracts that are generally entered into for an indefinite term with a mutual right
of termination. The notice period may be up to 6 months for the member of the Executive Management
and up to 12 months for the Company. In case of termination, members of the Executive Management
may be entitled to a severance payment of up to 12 months’ total remuneration. In case of change of
control, members of the Executive Management will be entitled to 24 months total remuneration.
Non-Monetary Benefits
Members of the Executive Management are offered customary employee benefits such as telephone,
computer and internet, as well as other benefits, including company car or company car allowance as
approved by the Board. The value of such benefits may not exceed 50% of the fixed annual salary.
Claw-Back
The Company has the option of reclaiming, in full or in part, granted incentive remuneration in certain
situations, including where incentive remuneration was awarded or paid out on the basis of in-formation
which subsequently proved to be incorrect. During the financial year ending 31 December 2025, no incentive
remuneration was reclaimed.
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Overview
The development in the remuneration of the Board and Executive Management over the past five
financial years is summarised in the table below.
The result for the Group in 2025 was a profit of EUR 280,184 thousand compared to a profit of EUR 65,069
thousand in 2024, EUR 11,498 thousand in 2023, EUR 35,541 thousand in 2022, and EUR 7,451 thousand in
2021.
Average employee compensation per full time equivalents for onshore employees for the Group in 2025
was EUR 151 thousand compared to EUR 137 thousand in 2024, EUR 173 thousand in 2023, EUR 141
thousand in 2022 and EUR 131 thousand in 2021.
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Table 3 – Comparison of remuneration over the past five financial years
Name | 2025 | 2024 | 2023 | 2022 | 2021 | 2025 vs. 2024 | 2024 vs. 2023 | 2023 vs.2022 | 2022 vs. 2021 |
Mikkel Gleerup, CEO | 3,119,712 | 2,124,876 | 1,909,870 | 1,010,372 | 873,484 | 994,836 | 215,006 | 899,498 | 136,888 |
Peter Brogaard, CFO | 1,735,723 | 1,119,894 | 738,245 | 263,243 | - | 615,829 | 381,649 | 475,002 | 263,243 |
Mark Konrad, Former CFO | - | - | - | 100,648 | 277,762 | - | - | (100,648) | (177,114) |
Emanuele Lauro | - | - | - | - | - | - | - | - | - |
Andreas Sohmen-Pao | - | - | - | - | - | - | - | - | - |
Andreas Beroutsos | - | - | - | - | - | - | - | - | - |
David Cogman | - | - | - | - | - | - | - | - | - |
Connie Hedegaard | - | - | 26,185 | 60,000 | - | - | (26,185) | (33,815) | 60,000 |
Jesper Lok | - | 18,853 | 60,000 | 60,000 | - | (18,853) | (41,147) | - | 60,000 |
Ditlev Wedell-Wedellsborg | 85,470 | 82,821 | 60,000 | 60,000 | - | 2,649 | 22,821 | - | 60,000 |
Andrea Abt | 85,470 | 81,250 | 36,643 | - | - | 4,220 | 44,607 | 36,643 | - |
James Nish | 94,017 | 81,130 | - | - | - | 12,887 | 81,130 | - | - |
Colette Cohen | 76,923 | 57,531 | - | - | - | 19,392 | 57,531 | - | - |
Thomas Thune Andersen | 76,923 | 12,253 | - | - | - | 64,670 | 12,253 | - | - |
Andreas Sohmen-Pao, Andreas Beroutsos and David Cogman are employed by BW Group, and BW Group has borne their remuneration. Emanuele Lauro is employed by Scorpio Holdings Limited, and Scorpio Holdings
Limited has borne his remuneration.
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Kalvebod Brygge 43
DK–1560 Copenhagen V
Denmark
+45 3246 3100
www.cadeler.com