137/264 • discussing the annual audited financial statements and quarterly financial statements with management and our independent registered public accounting firm; • annually reviewing and reassessing the adequacy of our audit committee charter; • such other matters that are specifically delegated to our audit committee by our board of directors from time to time; and • meeting periodically with management and, separately from management, with our internal auditors and independent registered public accounting firm. Directors and Senior Management During the year ended December 31, 2017, our executive leadership team, including our named executive officers, and members of our board of directors received total aggregate compensation of $28,034,473.65, which included base salary, annual cash bonus, stock options (valued based on their BlackScholes value), RSUs (for our directors only) (valued based on the fair market value of the corresponding shares), and $434,247.18 in amounts set aside or accrued to provide pension, retirement, or similar benefits. In determining the foregoing aggregate amounts, compensation amounts paid to certain members of our executive leadership team and members of our board of directors in Swedish Krona were converted based on a December 31, 2017 exchange rate of SEK 8.20 per dollar as published by Reuters. The figure provided for stock options includes, as adjusted for the Share Split, an aggregate of 1,170,320 stock options granted to our executive leadership team and members of our board of directors in 2017, each with an exercise price of $50.70 per share and an expiration date of March 31, 2022. The figure provided for RSUs includes, as adjusted for the Share Split, an aggregate of 80,920 RSUs granted to the members of our board of directors in 2017. Compensation Discussion & Analysis This section discusses the principles underlying the material components of our executive compensation program for a subset of our executive leadership team who would be our named executive officers, as if we were a domestic issuer (other than one individual who would have been a named executive officer but has left the Company) and the factors relevant to an analysis of these policies and decisions. These “named executive officers” for 2017 are: • Daniel Ek, who is our CoFounder and serves as our Chief Executive Officer (“CEO”), Chairman, and Director and is our principal executive officer; • Barry McCarthy, who serves as Chief Financial Officer (“CFO”) and is our principal financial officer; • Gustav Söderström, who serves as Chief Research & Development Officer; • Alex Norström, who serves as Chief Premium Business Officer; and • Seth Farbman, who serves as Chief Marketing Officer. Specifically, this section provides an overview of our executive compensation philosophy, the overall objectives of our executive compensation program, and each compensation component that we provide. In addition, we explain how and why the remuneration committee of our board of directors arrived at specific compensation policies and decisions involving our named executive officers during 2017. Each of the key elements of our executive compensation program is discussed in more detail below. Our compensation programs are designed to be flexible and complementary and to collectively serve their principles and objectives. Unless specifically set forth in this section captioned “Compensation Discussion & Analysis,” the discussion herein regarding executive compensation gives effect to the Share Split, which we expect to effectuate prior to the effectiveness of the Registration Statement. 130
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