Novo Nordisk(NVO) - 2025 Q4 - Annual Report

Financial Performance - In 2025, Novo Nordisk served over 45.6 million people with serious chronic diseases, achieving global sales growth of 10.3% and operating profit growth of 6.0% at constant exchange rates[8]. - Reported sales growth for 2023 was 31.3%, with a constant exchange rate growth of 35.6%[100]. - Operating profit growth for 2023 was reported at 37.1%, with a constant exchange rate growth of 43.7%[100]. - Sales growth is projected to decline to 6.4% by 2025, with operating profit growth expected to be (0.5%) in the same year[100]. - Future sales growth in constant exchange rates is forecasted at 10.3% for 2025[100]. Executive Remuneration - The total Board remuneration for 2025 amounted to DKK 23.8 million, reflecting a 3% increase from DKK 23.0 million in 2024[21]. - Total executive remuneration in 2025 amounted to DKK 193.3 million, a 38% decrease from DKK 311.1 million in 2024, primarily due to lower performance on incentive programs[37]. - The total remuneration for CEO Maziar Mike Doustdar in 2025 was DKK 20.7 million, down 39% from DKK 57.1 million in 2024, with 47% being fixed and 53% variable[38]. - The total remuneration for Lars Fruergaard Jørgensen during his tenure as CEO in 2025 was DKK 22.2 million, with severance payments totaling DKK 42.9 million[42]. - The total remuneration for the CEO, CFO, and former CEO reflects a strategic shift in compensation policies, with a focus on aligning incentives with company performance[94]. Incentive Programs - The short-term incentive for Maziar Mike Doustdar in 2025 was set at 24.7% of the maximum incentive, equivalent to 2.96 months' base salary[14]. - The short-term incentive program (STIP) for 2025 resulted in a payout of 18.8% of the maximum for group performance, with the CEO receiving 24.7% and the CFO receiving 24.4% of their maximum potential[45]. - The long-term incentive programme for 2023 achieved 92% of the maximum allocation, while performance for LTIP 2024 and LTIP 2025 is tracking below targets due to reduced financial performance[14]. - The long-term incentive program for 2025 is share-based with a three-year performance period, tracking below targets after the first year due to challenges faced[41]. - The average annual sales growth performance for the LTIP 2023-2025 was 24%, resulting in a maximum payout of 33%[72]. Board Governance - The Board of Directors reduced its size from 12 to 9 members following the Extraordinary General Meeting in November 2025[20]. - The remuneration policy for the Board of Directors was benchmarked against Nordic general industry and European pharma companies, with the Chair's fees above the upper quartile[29]. - The Remuneration Committee will not propose changes to the Remuneration Policy for adoption at the Annual General Meeting in March 2026[16]. - The Board's assessment of executive remuneration considers market benchmarks and the balance between fixed and variable pay[44]. - The company plans to present the Remuneration Report for an advisory vote at the Annual General Meeting in 2026[106]. Environmental Impact - Novo Nordisk's CO2e emissions increased by 19% in 2025 compared to 2024, primarily due to construction and expansion activities[9]. - The portion of expensed total remuneration linked to climate-related performance in 2025 is 1%[88]. Shareholder Information - The total shareholdings of Board members at the end of 2025 amounted to 588,712 shares, with a market value of DKK 191.6 million[35]. - As of December 31, 2025, executives held a total of 784,263 shares, with a market value of DKK 255.1 million[85]. - The share price decreased by 32.4% during the performance period (2023-2025), aligning the interests of shareholders and executives[73]. - The share price development from the grant in February 2023 to the end of 2025 shows a decline from DKK 481.00 to DKK 325.25, reflecting a negative performance adjustment[77]. Employee Remuneration - The average annual employee remuneration excluding registered executives in the parent company increased from DKK 0.85 million in 2021 to DKK 1.12 million in 2025, reflecting a growth of 31.8% over the five-year period[99]. - The average remuneration growth for the parent company was 1.8% in 2021, 4.4% in 2022, 8.6% in 2023, 5.2% in 2024, and projected at 10.1% in 2025[99]. - The average employee remuneration excluding registered executives in the group increased from DKK 0.79 million in 2021 to DKK 1.01 million in 2025[99]. - The CEO/Employee ratio for the group was 74 in 2021 and is projected to be 37 in 2025, reflecting a significant change in the compensation structure[99].