149/264 NonEmployee Director Compensation Similarly to our executive compensation decisions, the remuneration committee bases its decisions regarding nonemployee director compensation, at least in part, by reference to the compensation of the nonemployee directors in the Peer Group. For our nonemployee directors we provide equity compensation in the form of RSUs. We annually grant RSUs to nonemployee members of our board of directors. Each such grant generally vests ratably over four years. The nonemployee director RSUs will fully vest upon the occurrence of a change in control. Like employee RSUs, the RSUs are settled within 30 days following vesting, subject to payment by the holder of the nominal value per ordinary share, and unvested RSUs are forfeited on termination of service. The plans provide for certain potential adjustments in the event of corporate transactions. Our board of directors approved an RSU program for 2018 with substantially the same terms as described above. We intend to amend all our existing director RSU programs in connection with this registration to align the programs with being a public company. The amendments will not materially adversely affect any of the outstanding holders and will include updates related to securities law compliance and settlement through electronic platforms. On October 17, 2016, Mr. Lorentzon purchased, through Rosello, an entity indirectly wholly owned by him, 1,920,000 noncompensatory warrants in the Company, pursuant to a subscription agreement. Each warrant was purchased for $5.76. The terms and conditions for the warrants provide that the entity may purchase the ordinary shares underlying the warrants for $50.61 per share at any time prior to October 17, 2019. The warrants are subject to adjustment upon certain corporate events. None of our nonemployee directors received cash compensation for their services as nonemployee directors in 2017. Mr. Mehrotra was an employee of the Company until May 12, 2017. For his services as an employee, he received an annual base salary of $120,000 in 2017 as well as grants of RSUs as shown in the table below. His RSUs were accelerated and settled upon his termination as an employee and are no longer outstanding. Unless specifically set forth in this section captioned “NonEmployee Director Compensation,” the discussion herein regarding executive compensation gives effect to the Share Split. 2017 Director Compensation The following table sets forth information concerning the compensation of our nonemployee directors during the year ended December 31, 2017: Name ( 1 ) Stock Awards ($) ( 2 ) All Other Compensation ($) Total ($) Martin Lorentzon 317,515 — 317,515 Christopher Marshall 317,515 — 317,515 Shishir Mehrotra 2,619,295 (3) 57,616 (4) 2,676,911 Heidi O’Neill 300,968 — 300,968 Ted Sarandos 317,515 — 317,515 Thomas Staggs 317,515 — 317,515 Cristina Stenbeck 317,515 — 317,515 Padmasree Warrior 317,515 — 317,515 ( 1 ) Mr. Ek serves on our board of directors. His compensation is fully reflected in the Summary Compensation Table. 142
Spotify F1 | Interactive Prospectus Page 148 Page 150