1、Novo Nordisk A/S Novo Alle 1,2880 Bagsvrd,Denmark CVR no.24256790A Novo Nordisk employee receiving a tour of our active construction project at our site in Kalundborg,Denmark.This project is part of our investment of more than DKK 80 billion in new active pharmaceutical ingredient facilities.These s

2、ignificant expansions aim to scale up production of life-changing treatments,including GLP-1-based medicines,to benefit many more people living with serious chronic diseases.REMUNERATIONREPORT2024Remuneration Report 2024 2Contents 1.Letter from the Remuneration Committee Chair 3 2.Remuneration of th

3、e Board of Directors2.1 Key developments in Board remuneration in 2024 42.2 Remuneration composition 42.3 Board remuneration benchmark 62.4 Board and committee fee levels 2024 62.5 Board remuneration 2024 72.6 Shareholdings of Board Members 73.Remuneration of Executive Management 3.1 Key development

4、s in executive remuneration 2024 83.2 Remuneration composition 83.3 Executive remuneration benchmark 113.4 Executive remuneration in 2024 123.5 Short-term incentive programme 2024 133.6 Long-term incentive programme design 163.7 Long-term incentive programme 2022 173.8 Long-term incentive programmes

5、 2023 and 2024 183.9 Shareholdings of Executive Management 193.10 Reconciliation against Annual Report 2024 204.Remuneration and Company Performance 202020244.1 Board remuneration 20202024 214.2 Executive remuneration 20202024 224.3 Employee remuneration and company performance 20202024 23The Board

6、of Directors statement on the Remuneration Report 24Independent auditors statement on the Remuneration Report 25This Remuneration Report describes the remuneration received by each member of the Board of Directors and Executive Management of Novo Nordisk A/S as registered with the Danish Business Au

7、thority in 2024.The non-registered executives are not covered by this remuneration report unless explicitly mentioned.This Remuneration Report is prepared in accordance with section 139b of the Danish Companies Act and in accordance with the Recommendations on Corporate Governance issued in December

8、 2020 by the Danish Committee on Corporate Governance.3Remuneration Report 2024 /1.Letter from the Remuneration Committee Chair 1.Letter from the Remuneration Committee ChairOn behalf of the Board of Directors,I am pleased to present the Remuneration Report for 2024.The objective of this report is t

9、o provide an overview of our Board and executive remuneration as well as outline our approach hereto.As Novo Nordisks Executive Management has become a global team,all executives based in Denmark apart from the chief executive officer(CEO)and the chief financial officer(CFO)were deregistered from th

10、e Danish Business Authority,effective 31 December 2023,to align the registration practice and to treat all team members equally,regardless of where they are based.This Remuneration Report provides detailed reporting on the remuneration of our registered executives.2024 was a year of significant grow

11、th for Novo Nordisk,characterised by continued innovation,capacity expansions and strong commercial execution.Driven by the unprecedented demand for our life-changing medicines,we served more than 45.2 million people living with serious chronic diseases in 2024,resulting in global sales and operatin

12、g profit growth of 26%and 26%at constant exchange rates,respectively.In response,we have invested heavily in scaling up our production capacity via significant expansions of existing production facilities,the acquisition of three fill and finish sites and new agreements with contract manufacturers.W

13、ithin Purpose&Sustainability,Novo Nordisks ambition is to achieve net zero environmental impact.While Novo Nordisk has reduced its CO2e emissions from operations and transportations(Scope 1,2 and partial Scope 3)by 38%compared to 2019,the CO2e emissions increased by 23%in 2024 compared to 2023,mainl

14、y due to substantial investments in production capacity and an increase in supply chain activities.Within Innovation&Therapeutic Focus,we successfully completed the phase 3a programme with IcoSema as well as the SOUL and STRIDE outcome trials for semaglutide in diabetes.In obesity,CagriSema demonstr

15、ated superior weight loss in adults in the REDEFINE 1 trial.Further,the phase 1b/2a trial with injectable amycretin was successfully completed.In Rare Disease,the phase 3a trial,FRONTIER 2,with Mim8 was successfully completed in people with haemophilia A and within Cardiovascular&Emerging Therapy Ar

16、eas,part I of the phase 3 trial ESSENCE was successfully completed with semaglutide 2.4 in MASH.At the same time,we recognise that Novo Nordisks shareholders experienced a total shareholder return of-10%in 2024.Based on a holistic assessment,the Board of Directors discretionarily adjusted the STIP 2

17、024 group performance down by 16%.As a result of the overall strategic progress and business performance in 2024 as well as his individual performance,the Board determined that the short-term incentive programme for the CEO for 2024 is 69%of the maximum incentive equalling 8.25 months base salary.Th

18、e performance of the long-term incentive programme(LTIP)for 2024 is tracking above or around targets.In 2024,the total remuneration of the CEO amounted to DKK 57.1 million,of which 42%is not yet finally determined and 45%is deferred.Moreover,the final performance of the LTIP 2022 is 89%of the maximu

19、m allocation,while the LTIP 2023 performance is tracking above targets.In our Remuneration Report 2023,we outlined a series of proposed adjustments to our Remuneration Policy,which were subsequently presented for approval as part of the full Remuneration Policy at the Annual General Meeting in March

20、 2024.I refer to section 2.1 and 3.1 of this report for an overview of the adjustments.We are pleased to report that the Remuneration Policy and the Remuneration Report 2023 were well received by our shareholders(with a 99%advisory vote in favour)and our stakeholders,reflecting their confidence in o

21、ur approach to Board and executive remuneration.All adjustments to the Remuneration Policy have been fully implemented and are detailed in this Remuneration Report.Following the 2024 Annual General Meeting,the Remuneration Committee conducted its annual review of the approved Remuneration Policy but

22、 found no need for further changes in 2024.The current framework is considered to effectively motivate and reward our executives to deliver sustainable growth and successful outcomes on our strategic aspirations,to create value for our stakeholders and,ultimately,to drive positive change for our pat

23、ients.The Remuneration Committee will continue to monitor developments in Board and executive remuneration,including legal requirements,market practices,and expectations from shareholders and other stakeholders.For a general review of the Remuneration Committees activities in 2024,I encourage you to

24、 consult the Corporate Governance Report 2024.1 This Remuneration Report will be submitted for an advisory vote by the shareholders at the Annual General Meeting in March 2025.As always,we welcome your feedback.Thank you for your continued trust and engagement.Henrik Poulsen Chair of the Remuneratio

25、n Committee1.Available at:https:/ of the Board of Directors2.1 Key Developments in Board remuneration in 2024Novo Nordisks Remuneration Policy,1 adopted by the Annual General Meeting in March 2024,provides the framework for the remuneration of the Board of Directors in 2024.The Annual General Meetin

26、g 2024 approved an adjustment of the Board remuneration for 2024 by 7.1%,based on the Boards general review of the Board remuneration levels,taking into consideration a benchmark analysis of board fees in comparison to those paid by Nordic general industry companies and European pharmaceutical compa

27、nies,as well as the developments within Novo Nordisks business.Furthermore,to acknowledge the strategic importance of the Research&Development Committee,the multiplier of the base fee was increased from 0.50 to 0.75 times the base fee for the Research&Development Committee Chair and from 0.25 to 0.5

28、0 times the base fee for the Research&Development Committee members.In 2024,the total Board remuneration amounted to DKK 23.0 million(DKK 21.5 million in 2023),with the development primarily reflecting the aforementioned adjustments.In 2024,the Board remuneration did not deviate from the Remuneratio

29、n Policy.2.2 Remuneration compositionThe remuneration of the Board comprises a fixed base fee,a multiplier of the fixed base fee for members of the Board committees,a travel allowance,as well as fees for ad hoc tasks,if relevant.The total remuneration for each Board member supports the main focus of

30、 the Board on corporate strategy,supervision,organisation,and governance,and contributes to the long-term interest of Novo Nordisk.When proposing the fees to be paid to the Board members,the Board refers to market benchmarks and considers the actual role and responsibility of the individual Board me

31、mber.It is the Remuneration Committees and the Boards assessment that this approach ensures fees which are fair,not excessive and which support the recruitment of Board candidates with the desired qualifications.1.Available at:https:/ Report 2024 /2.Remuneration of the Board of Directors Sarah Le Br

32、ocq lives with obesity in the United Kingdom.5Table 1 below includes an overview of remuneration components for the Board.Table 1 Remuneration components Remuneration componentsBoard of DirectorsRemuneration Policy2024 remunerationBase feeAnnual fixed fee with multiplier for chair and vice chair.The

33、 base fee increased by 7.1%based on the Boards general review of Board remuneration.Board committee feeAnnual fixed fee based on committee role.The multipliers for the Research&Development Committee increased from 0.50 to 0.75 times the base fee for the committee chair and from 0.25 to 0.50 times th

34、e base fee for committee members.The multipliers for other committees were maintained at the same level as in 2023.Travel allowance Fixed travel allowance when travelling to Board meetings or committee-related meetings.The travel allowance level was maintained at the same level as in 2023.Fee for ad

35、 hoc tasksFixed fee determined for ad hoc tasks assigned by the Board to Board members outside their normal duties.No fees for ad hoc tasks were paid in 2024.Short-term cash-based incentive programme N/ANo stock options,warrants or participation in other incentive schemes were offered to the Board m

36、embers,except for employee-elected Board members,who as employees in Novo Nordisk may be eligible to participate in ordinary cash-based incentive programmes and share programmes.Long-term share-based incentive programmeSocial security taxesPayment of contribution to social security taxes imposed by

37、foreign authorities in relation to all Board remuneration components.Novo Nordisk paid social security taxes imposed by foreign authorities in relation to the Board members.ExpensesReasonable expenses for travel and accommodation in relation to meetings and relevant education are reimbursed.Novo Nor

38、disk reimbursed reasonable expenses relating to travel and accommodation for the Board members.Other benefitsOther benefits include assistance on tax-related matters for members based outside Denmark as well as secretarial support to the Chair.Professional fees in connection with assistance on tax-r

39、elated matters incurred by Board members based outside of Denmark were reimbursed.The Chair was provided with an office and secretarial support in Novo Nordisks headquarters in Bagsvrd,Denmark.Directors and officers liability insurance and indemnificationBoard members are covered by customary direct

40、ors and officers liability insurance and are indemnified against claims for damages as considered appropriate from time to time and supplemented with a scheme that allows for indemnification of current,former,and future Board members.Novo Nordisk upheld and paid the costs of directors and officers l

41、iability insurance that covers Board members.In March 2024,the Annual General Meeting approved an indemnification scheme to cover claims regarding current,former,and future Board members and indemnify them from and against losses incurred by such Board members and arising out of the discharge of dut

42、ies of the Board member of Novo Nordisk.Novo Nordisk did not indemnify its Board members against claims for damages.Remuneration Report 2024 /2.Remuneration of the Board of Directors 62.3 Board remuneration benchmarkBoard fees are evaluated annually against relevant benchmarks of Nordic general indu

43、stry companies as well as European pharma companies similar to Novo Nordisk in size,complexity,and market capitalisation.The peer groups used to assess the Board remuneration for 2024 were set in May 2024 and were the same as those used in 2023 and for executive remuneration benchmarking.The groups

44、comprised the following:Nordic general industry peer group-14 large Nordic companies selected based on market capitalisation and/or revenue:A.P.Mller-Mrsk,Assa Abloy,Atlas Copco,Carlsberg,Coloplast,Equinor,Telefonaktiebolaget LM Ericsson,Kone,Nokia,Novonesis,Sandvik,UPM-Kymmene,Volvo and rsted.Europ

45、ean pharma peer group-8 pharma companies listed in Europe selected based on headcount,revenue,and market capitalisation:AstraZeneca,Bayer,GlaxoSmithKline,Merck KGaA,Novartis,Roche,Sanofi and UCB.The benchmark of the Board remuneration for 2024 revealed the following positioning:Table 2 Market positi

46、oning of Board remuneration 2024BenchmarksNordic general industryEuropean pharmaChairAbove the upper quartileSlightly above the lower quartileVice chairAbove the upper quartileBetween the median and the upper quartileMemberSlightly above the upper quartileBetween the lower quartile and the medianCom

47、mitteesAbove the upper quartileBroadly around the upper quartile2.4 Board and committee fee levels 2024In March 2024,the Annual General Meeting approved the level for Board remuneration 2024 included in tables 3 and 4 below:Table 3 Board and committee fee levels 2024ChairVice chairMemberMultiplierDK

48、KMultiplierDKKMultiplierDKKBoard4.003,360,0002.001,680,0001.00840,000Audit Committee1.00840,0000.50420,000People&Governance Committee10.50420,0000.25210,000Remuneration Committee0.50420,0000.25210,000Research&Development Committee0.75630,0000.50420,0001.Effective 21 March 2024,the Board expanded the

49、 role and responsibilities of the Nomination Committee and consequently renamed the committee the People&Governance Committee.The committee fee multipliers remained unchanged.Table 4 Travel allowances for Board members and committee members 2024 In home country with 5 hours or more of air travelOuts

50、ide home country but on home continentOn another continent than the home countryDKK 42,000 per meetingDKK 42,000 per meetingDKK 84,000 per meetingRemuneration Report 2024 /2.Remuneration of the Board of Directors 72.5 Board remuneration 2024Table 5 below includes the total remuneration of each Board

51、 member in 2024.Table 5 Actual remuneration of the Board 20241DKK millionCurrent roleFixedbase feeFee for ad hoc tasks andcommittee workTravelallowanceTotal4Helge Lund2 BC and PGC3.30.40.64.3Henrik PoulsenBV,RC and AM1.70.80.12.6Elisabeth Dahl Christensen3RM0.80.20.11.1Laurence DebrouxAC and RM0.81.

52、00.32.1Andreas FibigRDM0.80.40.51.7Sylvie GrgoireAM,PGM and RDM0.81.00.52.3Liselotte Hyveled3RDM0.80.40.01.2Mette Bjer Jensen3AM0.80.40.11.3Kasim KutayPGM and RDM0.80.60.11.5Christina LawAM0.80.40.51.7Martin MackayRDC and RM0.80.80.52.1Thomas Rantzau3PGM0.80.20.11.1Board of Directors in total13.06.6

53、3.423.0BC=Board chair,BV=Board vice chair,AC=Audit Committee chair,AM=Audit Committee member,PGC=People&Governance Committee chair,PGM=People&Governance Committee member,RC=Remuneration Committee chair,RM=Remuneration Committee member,RDC=R&D Committee chair,RDM=R&D Committee member.1.None of the Bo

54、ard members received remuneration from companies in the Novo Nordisk Group other than Novo Nordisk A/S for this period.Board fee levels were adjusted as of April 2024.2.Novo Nordisk provides secretarial assistance to the Chair in Denmark.3.The employee-elected Board members voluntarily donated the m

55、ajority of their 2024 Board remuneration to Medarbejdernes Honorarfond(the Employees Honorarium Foundation),a charitable foundation in the Novo Group dedicated to supporting humanitarian and social causes.4.Excluding social security taxes and other benefits paid by Novo Nordisk amounting in aggregat

56、e to less than DKK 1 million.2.6 Shareholdings of Board MembersAs of 31 December 2024,the Board members held shares in Novo Nordisk as follows:Table 6 Shareholdings of Board MembersAt the beginning of the yearAdditions during the yearSold/transferred during the yearAt the end of the yearMarket value

57、2 DKK millionHelge Lund112,0000012,0007.5Henrik Poulsen13,4620013,4628.4Elisabeth Dahl Christensen2,5660(100)2,4661.5Laurence Debroux400004000.2Andreas Fibig1,16920801,3770.9Sylvie Grgoire5,7501,50007,2504.5Liselotte Hyveled5,6264,070(8,480)1,2160.8Mette Bjer Jensen2,934002,9341.8Kasim Kutay43683051

58、90.3Christina Law1,3004,70006,0003.8Martin Mackay6,600006,6004.1Thomas Rantzau1,514001,5141.0Board of Directors in total53,75710,561(8,580)55,73834.81.Of which Helge Lund holds 6,000 shares through Inkerman AS,Norway.2.Calculation of market value is based on the quoted share price of DKK 624.20 at t

59、he end of 2024.Remuneration Report 2024 /2.Remuneration of the Board of Directors 83.Remuneration of Executive Management3.1 Key developments in executive remuneration 2024Novo Nordisks Remuneration Policy,1 as adopted by the Annual General Meeting 2024,provides the framework for executive remunerat

60、ion in 2024.The Remuneration Policy applies to executives registered with the Danish Business Authority;however,we seek to apply a globally uniform approach to remuneration terms for all executives anchored in the principles of the Remuneration Policy,adapted to local legal requirements and market p

61、ractices.To maintain Novo Nordisks competitive position and reflect Novo Nordisks growth in size and complexity,the Annual General Meeting 2024 approved the following key adjustments to the Policy:Increase of the maximum payout under the short-term incentive program from 9 to 12 months base salary f

62、or executive vice presidents Increase of the maximum payout under the long-term incentive program from 26 to 30 months base salary for the CEO Increase of the maximum payout under the long-term incentive program from 19.5 to 24 months base salary for the executive vice presidents Increase of the sha

63、reholding requirements to 3 times the annual base salary for the CEO and 1.5 times the respective annual base salary for the executive vice presidents Reduction of the shareholding requirement from 50%to 40%on the long-term incentive program established in 2024 and onwardsThe remuneration of the reg

64、istered executives in 2024 did not deviate from the Remuneration Policy.In 2024,the total remuneration of Executive Management amounted to DKK 311.1 million(DKK 326.0 million in 20232).The remuneration level is a result of solid business results and individual performance by the executives.The-4.6%d

65、ecrease in total remuneration compared to 2023 is mainly due to a lower payout on the short-term incentive programme for 2024(STIP 2024)driven by the discretionary downward adjustment,and a lower performance on the long-term incentive programme for 2024(LTIP 2024)due to a global sales and operating

66、profit growth of 26%and 26%at CER,respectively(compared to a global sales and operating profit growth in 2023 of 36%and 44%at CER,respectively).In 2024,the total remuneration for the CEO amounted to DKK 57.1 million(DKK 68.2 million in 2023)of which 42%is not yet finally determined and 45%is deferre

67、d.Of the total remuneration,36%is fixed,and 64%is variable.The decrease in the CEOs total remuneration from 2023 to 2024 was-16%,and is a result of lower performance across both STIP 2024 and LTIP 2024.The base salary of the CEO was increased by 3.5%in line with other employees in Novo Nordisk A/S d

68、ue to general salary inflation.The STIP 2024 is based on targets aligned with Novo Nordisks Strategic Aspirations 2025 and on an assessment of individual contributions.As a result of the solid performance in 2024 and the discretionary downward adjustment,the Board determined that the short-term ince

69、ntive for the CEO for 2024 was 69%of the maximum short-term incentive(96%in 2023)equalling 8.25 months base salary.The LTIP 2024 is share-based with a three-year performance period(2024-2026)and a two-year holding period for 40%of the shares(2027-2028).Targets are aligned with Novo Nordisks Strategi

70、c Aspirations 2025.Performance under the programme can only be finally determined after the end of the three-year performance period and full reporting of the performance will be included in the Remuneration Report for 2026.Based on a solid performance in 2024,the programme is tracking above or arou

71、nd targets after the first year of the three-year period.3.2 Remuneration compositionRemuneration for Executive Management comprises a base salary,a pension contribution,benefits,a short-term cash-based incentive,a long-term share-based incentive,and other components.The fixed remuneration enables E

72、xecutive Management to make decisions with a long-term perspective in mind without undue considerations for short-or long-term incentives.The variable remuneration is designed to promote performance in line with Novo Nordisks strategy.The variable remuneration is based on a number of targets that mu

73、st be achieved before the incentive is released to the executive.Targets are aligned with short-and long-term strategic priorities in the corporate strategy and thereby ensure that the long-term interests and the sustainability of Novo Nordisk are considered.When determining the remuneration paid to

74、 Executive Management,the Board refers to market benchmarks and considers the balance between fixed and variable pay,as well as the threshold,target and maximum achievement levels determined for variable pay.Also,the Board considers the individual executives and their roles.It is the Remuneration Co

75、mmittees and the Boards assessment that this approach is functioning properly and ensures remuneration that is fair,not excessive and which supports the recruitment of qualified candidates for executive roles.Remuneration Report 2024 /3.Remuneration of Executive Management 1.Available at:https:/ 2.I

76、ncluding other benefits amounting to DKK 7.7 million.9Table 7 below includes an overview of the remuneration components for Executive Management.Table 7 Remuneration componentsTypes Remuneration componentsExecutive ManagementRemuneration Policy2024 remunerationFixedBase salaryBase salary levels are

77、determined taking the nature of the individual role,individual considerations,the market positioning,and remuneration conditions at Novo Nordisk into account.Potential annual percentage increases are aligned with those of employees in general,except in specific circumstances.In addition,the base sal

78、ary is reviewed annually to ensure that it is set at the right level.The base salary of the registered executives increased by 3.5%,effective as of 1 April 2024,in line with other employees of Novo Nordisk A/S.The base salary for Karsten Munk Knudsen increased additionally by 5%,effective as of 1 Ap

79、ril 2024,based on benchmarks.PensionPension is based on defined contribution pension schemes and should be aligned with those pension schemes available to the employees locally.The registered executives were eligible for a defined contribution pension scheme of 10%of the base salary.No registered ex

80、ecutives have a prospective entitlement to a defined benefit pension scheme.BenefitsExecutive Management receives non-monetary benefits such as company cars,phones etc.Executives domiciled and working in different countries or relocating internationally may receive special allowances and benefits.In

81、 addition,executives receive monetary benefits such as anniversary bonuses and they may participate in customary employee benefit programmes,e.g.employee share programmes.Executive Management received benefits in line with the Remuneration Policy.VariableShort-term incentive programme(STIP)The STIP

82、is a one-year short-term cash-based incentive programme linked to the degree of achievement of a number of predefined targets for each executive.The STIP is comprised of individual targets and corporate targets that typically reflect areas such as commercial execution,financials,purpose&sustainabili

83、ty,and innovation&therapeutic focus.The STIP cannot exceed an amount equal to 12 months base salary per year for the CEO and the executive vice presidents.The Board assessed that the outcome of the group performance in 2024 is 75%of maximum pay-out,including the discretionary downward adjustment of

84、16%.Moreover,the Board assessed the individual performance of the CEO to 50%of maximum,cf.table 13 below,resulting in a pay-out of 69%of the maximum pay-out equalling 8.25 months base salary,and the individual performance of the CFO to 67%of maximum,cf.table 14 below,resulting in a pay-out of 73%of

85、the maximum pay-out,equalling 8.75 months base salary.See section 3.5 below for further description of the STIP 2024.Long-term incentive programme(LTIP)LTIP is a share-based long-term incentive programme linked to the achievement of a number of predefined targets,typically within commercial executio

86、n,financial outlook,purpose&sustainability,and innovation&therapeutic focus.The LTIP has a three-year performance period and a subsequent two-year holding period(50%of the shares).For LTIPs established in 2024 onwards,the two-year holding period requirement has been reduced from 50%to 40%of the shar

87、es.The maximum share allocation is 30 months base salary per year for the CEO and 24 months base salary per year for the executive vice presidents.Based on a solid performance in 2024,the final performance of the LTIP 2022 is 89%of maximum allocation,cf.table 18 below,and the performance of the LTIP

88、 2023 and the LTIP 2024 are tracking above or around targets,cf.tables 20 and 21 below.See section 3.6-3.8 below for further description of the LTIP design as well as LTIP 2022,LTIP 2023 and LTIP 2024.Remuneration Report 2024 /3.Remuneration of Executive Management 10Table 7 Remuneration components

89、-continuedTypes Remuneration componentsExecutive ManagementRemuneration Policy2024 remunerationOther Shareholding requirementsTo further align the interests of the shareholders and Executive Management,the CEO should hold Novo Nordisk B-shares corresponding to 3 times the annual base salary,and the

90、executive vice presidents should hold shares corresponding to 1.5 times the annual base salary.Executive Management met the shareholding requirements,cf.table 23 below.Recruitment arrangementsWhen recruiting new executives who are not employed by Novo Nordisk at the time of appointment as an executi

91、ve,the Board may grant a sign-on arrangement in the form of cash payment,shares,or a share incentive programme.No sign-on arrangements were granted to registered executives.Termination of employment and severance paymentEmployment may be terminated by Novo Nordisk with 12 months notice and by the ex

92、ecutive with six months notice.Executives may be entitled to a severance payment of up to 24 months base salary plus pension contribution depending on the circumstances of the termination of the employment.No severance payments were made to registered executives.Clawback and malusSubject to applicab

93、le law the Board may decide to,and in some cases must,recover or claw-back incentive compensation.The Board may use its discretion to override the formulaic outcome under the STIP and LTIP and adjust the incentive to an appropriate level.There was no legal or factual basis on which to exercise claw-

94、back from current or former registered executives.Based on a holistic assessment,the Board decided to discretionarily adjust the STIP 2024 group performance down by 16%.Directors and officers liability insurance and indemnificationExecutives are covered by customary directors and officers liability

95、insurance and indemnified against claims for damages as considered appropriate from time to time and supplemented with a scheme that allows for indemnification of current,former and future executives.Novo Nordisk upheld and paid the costs of directors and officers liability insurance that also cover

96、 Executive Management.The 2024 Annual General Meeting approved an indemnification scheme to cover claims regarding current,former and future executives and indemnify them against losses incurred by such executives arising out of such persons discharge of duties as an executive in Novo Nordisk.Novo N

97、ordisk did not indemnify its registered executives against claims for damages.Remuneration Report 2024 /3.Remuneration of Executive Management 113.3 Executive remuneration benchmarkExecutive remuneration is evaluated annually against relevant benchmarks of Nordic general industry companies and Europ

98、ean pharma companies similar to Novo Nordisk in size,complexity,and market capitalisation.The peer groups used to assess executive remuneration for 2024 were set in May 2024 and were the same as those used in 2023 and for board remuneration benchmarking.The groups comprised the following:Nordic gene

99、ral industry peer group-14 Nordic companies selected based on market capitalisation and/or revenue:A.P.Mller-Mrsk,Assa Abloy,Atlas Copco,Carlsberg,Coloplast,Equinor,Telefonaktiebolaget LM Ericsson,Kone,Nokia,Novonesis,Sandvik,UPM-Kymmene,Volvo and rsted.European pharma peer group-eight pharma compan

100、ies listed in Europe selected based on headcount,revenue,and market capitalisation:AstraZeneca,Bayer,GlaxoSmithKline,Merck KGaA,Novartis,Roche,Sanofi and UCB.The benchmark of the CEO and CFO remuneration at on-target performance for 2024 revealed the following positioning:Table 8 Market positioning

101、of 2024 remuneration for the CEO and CFOBenchmarksNordic general industryEuropean pharmaCEOAbove the upper quartileSlightly below the lower quartileCFOAbove the upper quartileSlightly below the lower quartileRemuneration Report 2024 /3.Remuneration of Executive Management Modou Seye lives with type

102、2 diabetes in Senegal.123.4 Executive remuneration in 2024Table 9 below includes the total remuneration of Executive Management in 2024.Table 9 Actual remuneration of Executive Management for 20241DKK millionBase salaryPensionBenefitsShort-term incentiveTotal3Long-term incentive4TotalFixedVariableTo

103、talLars Fruergaard Jrgensen-President and CEO18.41.80.312.733.223.957.120.536.657.1Karsten Munk Knudsen-CFO9.10.90.46.817.29.626.810.416.426.8Non-registered executives271.214.99.357.7153.174.1227.291.1136.1227.2Executive Management in total98.717.610.077.2203.5107.6311.1122.0189.1311.11.No members o

104、f Executive Management have received remuneration from entities within the Novo Nordisk Group,except from the company to which they are directly employed.2.Includes remuneration for Maziar Mike Doustdar,Ludovic Helfgott,Doug Langa,Martin Lange,David Moore,Tania Sabroe,Marcus Schindler,Camilla Sylves

105、t and Henrik Wulff.Doug Langa stepped aside as executive vice president for Novo Nordisk effective 31 December 2024.An amount of DKK 45.4 million is not included in the table above and includes recruitment arrangements received in 2024 by Dave Moore as well as a conditional amount payable to Doug La

106、nga at the end of his employment with Novo Nordisk.3.Excluding social security taxes paid amounting to DKK 4.7 million for Executive Management.4.The LTIP 2024 has a three-year performance period and a subsequent two-year holding period.The value is the cash-amount of the long-term incentive granted

107、 in the year using the grant-date market value of Novo Nordisk B-shares at the share price of DKK 812.00 in February 2024.This share price is adjusted for expected dividend.For shares allocated under the LTIP 2024,the number of shares may potentially be reduced or increased depending on whether Novo

108、 Nordisks performance during the three-year performance period is lower or higher compared to targets determined by the Board.The value of LTIP 2024 is based on on-target performance adjusted for the 2024 performance.The graphs in table 10 below illustrate the 2024 performance of the CEO and CFO as

109、compared to minimum,on-target,and maximum performance.Remuneration Report 2024 /3.Remuneration of Executive Management 90807060504030201009080706050403020100MinimumMinimumTargetTargetMaximumMaximumActual1Actual1(DKK million)Base salary Pension Benefits STI LTI(DKK million)Base salary Pension Benefit

110、s STI LTICEOCFO2737221057834721Table 10 Total 2024 remuneration composition and performance overview of the CEO and CFO1.The graph does not reflect the potential adjustment of the number of shares allocated in the LTIP 2024 after the three-year performance period.13Our executive remuneration consist

111、s of elements that are fixed and variable,finally determined and not finally determined as well as cash and deferred.Fixed/Variable.Base salary,pension and benefits are fixed remuneration,while STIP and LTIP are variable remuneration dependent on the achievement of pre-defined targets,cf.table 9 abo

112、ve.Finally determined/Not finally determined.The shares allocated to Executive Management under the LTIP 2024 are subject to a three-year performance period,where the number of shares preliminarily allocated might be reduced or increased.The reduction or increase will depend on whether the actual pe

113、rformance by Novo Nordisk during the three-year performance period is lower or higher than the targets determined by the Board,cf.table 11 below.Cash/Deferred.Shares allocated to Executive Management under the LTIP 2024,as well as pension,have not been paid out but will be paid out later.Additionall

114、y,the value of LTIP 2024 is subject to changes in the performance period followed by a two-year holding period,cf.table 11 below.Table 11 Breakdown of CEO and CFO remuneration for 2024 ratios DKK million and%Finally determinedNot finally determinedTotalCashDeferredTotalCEO-Lars Fruergaard Jrgensen33

115、.223.957.131.425.757.158%42%100%55%45%100%CFO-Karsten Munk Knudsen17.29.626.816.310.526.864%36%100%61%39%100%3.5 Short-term incentive programme 2024The STIP 2024 is a one-year cash-based incentive programme,cf.table 12 below.The maximum pay-out cannot exceed 12 months base salary for Executive Manag

116、ement.Corporate targets have a weight of 75%,apply to all members of Executive Management and are aligned to Novo Nordisks Strategic Aspirations 2025:Purpose&Sustainability,Innovation&Therapeutic Focus,Commercial Execution and Financials.The individual targets have a weight of 25%.The corporate targ

117、ets are set and progress is assessed by the Board,while the individual targets are set by the Board in relation to the CEO and set by the CEO in relation to the executive vice presidents.Target achievement is assessed by the Board at the beginning of 2025.Remuneration Report 2024 /3.Remuneration of

118、Executive Management STIP 202425%Sales performanceFinal evaluation by the end of 202425%Operating profit performance25%Non-financial performance25%Individual targets2024Table 12 Short-term incentive programme programme design Tables 13,14 and 15 below shows the corporate targets set by the Board and

119、 the individual targets for the CEO and CFO,as set by the Board and the CEO,respectively,at the beginning of 2024.Threshold and maximum performance targets were set for each metric at the same time.Performance below the threshold level for a metric would result in 0%pay-out for that metric.Performan

120、ce above the maximum performance target would result in maximum incentive pay-out for that metric.The tables also include the achievement as assessed by the Board at the beginning of 2025.14Table 14 Short-term incentive programme 2024 for the CFOMeasureMetricWeightingMinTargetMaxPerformance 2024STIP

121、 outcome of maximum pay-outCommercial ExecutionSales growth125.0%18.2%22.2%26.2%27.0%25.0%FinancialsOperating profit growth225.0%21.7%25.7%29.7%28.5%21.1%Purpose&Sustainability,and Innovation&Therapeutic Focus3Achievement of strategic initiatives25.0%7 out of 1310 out of 13 13 out of 1312 out of 132

122、0.8%Individual performance4Individual targets25.0%Qualitative assessment67%of max16.7%Total100%73%51.Sales growth in comparable exchange rates.2.Operating profit growth in comparable exchange rates.3.For performance within Purpose&Sustainability,and Innovation&Therapeutic Focus,see table 15 below.4.

123、For individual performance,see table 16 below.5.The discretionary downward adjustment of the group performance by 16%is included in the total.Remuneration Report 2024 /3.Remuneration of Executive Management Table 13 Short-term incentive programme 2024 for the CEOMeasureMetricWeightingMinTargetMaxPer

124、formance 2024STIP outcome of maximum pay-outCommercial ExecutionSales growth125.0%18.2%22.2%26.2%27.0%25.0%FinancialsOperating profit growth225.0%21.7%25.7%29.7%28.5%21.1%Purpose&Sustainability,and Innovation&Therapeutic Focus3Achievement of strategic initiatives25.0%7 out of 1310 out of 1313 out of

125、 1312 out of 1320.8%Individual performance4Individual targets25.0%Qualitative assessment50%of max12.5%Total100%69%51.Sales growth in comparable exchange rates.2.Operating profit growth in comparable exchange rates.3.For performance within Purpose&Sustainability,and Innovation&Therapeutic Focus,see t

126、able 15 below.4.For individual performance,see table 16 below.5.The discretionary downward adjustment of the group performance by 16%is included in the total.15Remuneration Report 2024 /3.Remuneration of Executive Management Table 15 below shows the 2024 performance in achieving the non-financial ta

127、rgets within Purpose&Sustainability,and Innovation&Therapeutic Focus under the STIP 2024.These targets serve as drivers in progressing on our strategy and realising Novo Nordisks Strategic Aspirations 2025.Table 15-Short-term incentive programme 2024-Purpose&Sustainability,and Innovation&Therapeutic

128、 FocusMeasureMetricTargetPerformance 2024Target achievementPurpose&SustainabilitySocial responsibility:Reach patients globally with Novo Nordisk diabetes and obesity products1 45 million patients45.2 million patientsYesEnvironmental responsibility:Reduce Scope 1,2 and partial Scope 3(business flight

129、 and product distribution)CO2e emissions compared to 20191,2Reduce by 36%Reduction by 38%YesSustainable employer:Progress towards Diversity&Inclusion(D&I)aspirational targets1ProgressProgress made but to a lesser extent than desiredNoSustainable supply chain:Ensure supply of FlexTouch devices in 202

130、4 366 million pieces EnsuredYesAchieve an improvement in Norditropin(FlexPro)output per week in H2 2024 compared to 2023Improve by 25%Improvement achievedYesInnovation&Therapeutic FocusDiabetes care:Achieve first patient visit in co-formulation bio-equivalence phase 1 study for CagriSema By Q4 2024A

131、chievedYesSubmission of DuraTouch to notified body for CE marking in the EU for U100 InsulinsBy Q3 2024SubmittedYesObesity care:Achieve last patient visit in phase 1 MAD trial for subcutaneous amycretin in ObesityBy Q4 2024AchievedYesComplete patient recruitment in phase 3 cardiovascular outcomes tr

132、ial for CagriSema(REDEFINE-3)By Q4 2024Recruitment completedYesRare Disease:Successful readout in phase 3a trial for Mim8 in Haemophilia A(FRONTIER-2)By Q2 2024Successful readoutYesCardiovascular&emerging therapy areas:Complete recruitment of 2700 patients in the phase 3 trial for Ziltivekimab for H

133、FpEF&HFmrEF(HERMES)By Q4 2024Recruitment completedYesAcross Innovation and Therapeutic Focus measures:Achieve first human dose for 6 projects across portfolio within Must-Win-Battles,with at least 2 projects within the LEAD portfolio3By Q4 2024Achieved YesProgress 10 projects across portfolio within

134、 Must-Win-Battles to pre-clinical development,with at least 3 projects within the LEAD portfolio3By Q4 2024AchievedYesTotal12 out of 131.Classified as an Environmental,Social and Governance(ESG)metric in the context of the Corporate Sustainability Reporting Directive(CSRD).2.Classified as a climate

135、related target in the context of CSRD.3.LEAD is a portfolio of Research&Early Development projects based on core biology for the treatment of diabetes and obesity.16LTIP 202233%Sales performanceFinal evaluationHolding of 50%33%Operating profit performance33%Non-financial performanceNon-financial per

136、formanceNon-financial performanceLTIP 202333%Sales performanceFinal evaluationHolding of 50%33%Operating profit performance33%Non-financial performanceNon-financial performanceNon-financial performanceLTIP 202433%Sales performanceFinal evaluationHolding of 40%33%Operating profit performance33%Non-fi

137、nancial performance2022202620252023202720282024Table 16 below shows the individual performance of the CEO and CFO in the STIP 2024,as assessed by the Board.Table 16 Short-term incentive programme 2024-Individual performances by the CEO and CFOIndividual performanceTarget achievement2024 performanceC

138、EO-Individual targetsLars Fruergaard Jrgensen continued to serve as an effective and respected CEO of Novo Nordisk,leading based on the companys values.He continued to set clear strategic direction,collaborated effectively with the Board,his team,and the broader organisation,and maintained a trusted

139、 dialogue with external stakeholders.50%of maxCFO-Individual targetsKarsten Munk Knudsen continued to demonstrate his skills as an effective and respected CFO of Novo Nordisk.Under his strong personal leadership,his function continued to deliver strong financial management and drive efficiencies in

140、a volatile business environment.67%of max3.6 Long-term incentive programme designThe LTIP is share-based with a three-year performance period and a subsequent two-year holding period,cf.table 17 below.Targets are set by the Board at the beginning of the performance period and include determining thr

141、esholds,on-target level of performance and level of performance to achieve maximum pay-out.The maximum share allocation at grant cannot exceed 30 months base salary for the CEO and 24 months base salary for the executive vice presidents,hence the LTIP is capped at a number of shares at the time of g

142、rant.Financial targets are set by the Board for a three-year period.For the LTIP 2022 and LTIP 2023,the Board has set non-financial targets for a one-year period.For 2024 onwards,the Board sets both financial and non-financial targets for three-year periods.All targets are aligned to Novo Nordisks S

143、trategic Aspirations 2025:Purpose&Sustainability,Innovation&Therapeutic Focus,Commercial Execution and Financials.Target achievement is assessed by the Board.The holding requirement in the two-year holding period is 50%of the vested shares for LTIP 2022 and LTIP 2023 and 40%of the vested shares for

144、the LTIP 2024.Table 17 Long-term incentive programme programme design Remuneration Report 2024 /3.Remuneration of Executive Management 173.7 Long-term incentive programme 2022Members of Executive Management in 2022 participated in a long-term incentive programme consisting of a three-year performanc

145、e period(2022-2024)and a two-year holding period(2025-2026).The average annual sales growth performance in 2022-2024 of 26%exceeded the performance level for maximum pay-out,resulting in a pay-out of 33%.Likewise,the average annual operating profit growth performance in 2022-2024 of 28%exceeded the

146、performance level for maximum pay-out,resulting in a pay-out of the maximum 33%.Finally,the average achievement per year of strategic initiatives resulted in a pay-out of 22%,the maximum being 33%.In total,this resulted in a pay-out of 89%of the maximum for LTIP 2022,cf.table 18 below,which shows th

147、e final reporting on LTIP 2022 against targets as assessed by the Board at the beginning of 2025.Furthermore,during the performance period(2022-2024)the share price increased by 87%,from DKK 334.5 to DKK 624.2,resulting in a similar increase in the value of the long-term incentive and thereby aligni

148、ng the interests of the shareholders and the executives.The total number of shares to be released to the Executive Management by the end of January 2025 is specified in table 19 below.No dividend on the shares was paid to the executives during the three-year performance period.The executives are req

149、uired to hold 50%of the shares vesting for two years(2025 and 2026).During the two-year holding period no further performance measures apply.Table 18 Long-term incentive programme 2022-final performancePerformanceLTIP outcome of maximum pay-outMeasureMetricWeighting2022202320243-year averageMinTarge

150、tMaxCommercial Execution3-year average sales growth133.3%16.4%35.6%25.7%25.9%8.0%10.0%12.0%33.3%Financials3-year average operating profit growth233.3%14.6%43.7%26.2%28.2%7.0%9.0%11.0%33.3%Purpose&Sustainability,and Innovation&Therapeutic FocusAchievement of strategic initiatives333.3%9 out of 1212 o

151、ut of 1312 out of 13Index 14446 in 20227 in 20237 in 20249 in 202210 in 202310 in 202412 in 202213 in 202312 in 202421.9%Total100%89%1.Sales growth in constant exchange rates.2.Operating profit growth in constant exchange rates.3.The non-financial targets for 2024 in the LTIP 2022 are identical to t

152、he non-financial targets in the STIP 2024.For performance in 2024 see table 15 above.4.Index at a scale of 0-200,where index 0 is at the level of performance at threshold and index 200 is at the level of performance at maximum.Remuneration Report 2024 /3.Remuneration of Executive Management 18Table

153、19 Long-term incentive programme 2022-final allocation of sharesPreliminary allocation of shares at target(2022)Performance adjusted allocation of shares at the end of the performance and vesting period(2022-2024)ExecutivesNumber of shares at target1Market value at grant(DKK million)2Performance adj

154、ustment(shares)Total number of shares vestingMarket value(DKK million)3Of which share price development 2022-2024(DKK million)4Lars Fruergaard Jrgensen42,91413.755,78898,70261.628.6Karsten Munk Knudsen13,3604.317,36830,72819.28.9Non-registered executives101,49032.40131,937233,427145.767.6Executive M

155、anagement in total157,76450.4205,093362,857226.5105.11.The trading unit of the Novo Nordisk B-shares listed on NASDAQ Copenhagen was changed from DKK 0.20 to DKK 0.10 as of 13 September 2023.The ADRs listed on the New York Stock Exchange(NYSE)were similarly split as of 20 September 2023.Comparative

156、figures(number of shares and share price)have been restated to reflect the change in trading unit from DKK 0.20 to DKK 0.10.2.The market value at grant is based on the Novo Nordisk share price of DKK 334.5 in February 2022.The share price is adjusted for expected dividend.3.The market value of the s

157、hares released in 2025 is based on the Novo Nordisk share price of DKK 624.2 at the end of 2024.4.The share price development 2022-2024 is based on the difference between the share price when granted in February 2022 of DKK 334.5 compared with the share price of DKK 624.2 at the end of 2024.3.8 Long

158、-term incentive programmes 2023 and 2024Members of Executive Management were eligible to participate in long-term incentive programmes in 2023 and 2024.Table 20 below shows how performance under LTIP 2023 is tracking against targets as assessed by the Board in the beginning of 2025.Full reporting of

159、 the performance under the LTIP 2023 will be included in the Remuneration Report for 2025.Table 21 below shows how performance under LTIP 2024 is tracking against targets as assessed by the Board at the beginning of 2025.Full reporting of the performance under the LTIP 2024 will be included in the R

160、emuneration Report for 2026,including the non-financial targets for the LTIP 2024,which covers a three-year performance period.Remuneration Report 2024 /3.Remuneration of Executive Management Table 20 Long-term incentive programme 2023 interim update regarding ongoing long-term incentive performance

161、 cycleMeasureMetricWeightingPerformance 2023Performance 2024Performance 2025TrackingCommercial Execution3-year average sales growth133.3%35.6%25.7%N/AAbove targetFinancials3-year average operating profit growth233.3%43.7%26.2%N/AAbove targetPurpose&Sustainability,and Innovation&Therapeutic FocusAchi

162、evement of strategic initiatives333.3%12 out of 1312 out of 13N/AAbove target1.Sales growth in constant exchange rates.2.Operating Profit Growth in constant exchange rates.3.The non-financial targets for 2024 in the LTIP 2023 are identical to the non-financial targets in the STIP 2024.For performanc

163、e in 2024 see table 15 above.Table 21 Long-term incentive programme 2024 interim update regarding ongoing long-term incentive performance cycleMeasureMetricWeightingPerformance 2024Performance 2025Performance 2026TrackingCommercial Execution3-year average sales growth133.3%25.7%N/AN/AAbove targetFin

164、ancials3-year average operating profit growth233.3%26.2%N/AN/AAbove targetPurpose&Sustainability,and Innovation&Therapeutic FocusAchievement of strategic initiatives333.3%3 out of 6N/AN/AAround target1.Sales growth in constant exchange rates.2.Operating profit growth in constant exchange rates.3.The

165、 LTIP 2024 non-financial targets cover the three-year performance period as opposed to the one-year non-financial targets included in the STIP 2024(as included in the LTIP 2022 and LTIP 2023).Full reporting of the performance under the LTIP 2024 will be included in the Remuneration Report for 2026.1

166、9Table 22 below includes an overview of allocated but not yet vested shares to Executive Management.The table only includes disclosures provided in this or prior Remuneration Reports.However,the number of shares allocated may be reduced or increased,depending on whether the performance of Novo Nordi

167、sk in the respective three-year periods deviates from targets determined by the Board.Moreover,the share price may change.Thus,table 22 below is not an expression of the actual value of each programme.Table 22 Long-term incentive programmes 2023 and 2024 unvested sharesExecutivesLong-term incentive

168、programmes1Grant dateVesting dateNumber of shares preliminary allocated2,3 Share price at grant date3Total market value at grant(DKK million)4Lars Fruergaard Jrgensen2023 Shares allocatedFebruary 2023February 202667,968481.031.02024 Shares allocatedFebruary 2024February 202731,177812.023.9Karsten Mu

169、nk Knudsen2023 Shares allocatedFebruary 2023February 202624,335481.011.12024 Shares allocatedFebruary 2024February 202712,481812.09.6Non-registered executives2023 Shares allocatedFebruary 2023February 2026188,899481.086.02024 Shares allocatedFebruary 2024February 202796,662812.074.11.For a descripti

170、on of the LTIP 2023 and LTIP 2024,see section 3.8.2.For shares allocated under LTIP 2023 and LTIP 2024 the shares may potentially be reduced or increased depending on whether Novo Nordisks performance during the three-year performance period is higher or lower compared to targets determined by the B

171、oard.For LTIP 2023 the maximum share allocation for the CEO is 26 months base salary and 19.5 months base salary for executive vice presidents.For LTIP 2024,the maximum share allocation for the CEO is 30 months base salary and 24 months base salary the executive vice presidents.The shares transferre

172、d under LTIP 2023 and LTIP 2024 are subject to subsequent two-year holding periods 2026-2027 and 2027-2028,respectively.3.The trading unit of the Novo Nordisk B-shares listed on NASDAQ Copenhagen was changed from DKK 0.20 to DKK 0.10 as of 13 September 2023.The ADRs listed on the New York Stock Exch

173、ange(NYSE)were similarly split as of 20 September 2023.Comparative figures(number of shares and share price)have been restated to reflect the change in trading unit from DKK 0.20 to DKK 0.10.4.The share price used to calculate market value at grant(2024:DKK 767 and 2023:DKK 455.5)is adjusted for the

174、 expected dividend.Remuneration Report 2024 /3.Remuneration of Executive Management 3.9 Shareholdings of Executive ManagementAs of 31 December 2024,Executive Management held shares in Novo Nordisk as follows:Table 23 Shareholdings of Executive Management ExecutivesAt the beginning of the yearAdditio

175、ns during the yearSold/transferred during the yearAt the end of the yearMarket value1 DKK millionShareholding requirement met2Lars Fruergaard Jrgensen499,368271,182(180,000)590,550368.6Yes Karsten Munk Knudsen183,44484,656(60,000)208,100129.9Yes Non-registered executives3510,237562,565(392,812)679,9

176、90424.5YesExecutive Management in total1,193,049918,403(632,812)1,478,640923.0Yes1.Calculation of market value is based on the quoted share price of DKK 624.20 at the end of 2024.2.The CEO should hold Novo Nordisk B-shares corresponding to three times the annual base salary,and the executive vice pr

177、esidents should hold B-shares corresponding to one and half times the annual base salary.Basis for calculation of the annual base salary for an individual executive for a given year is typically defined as 12 times monthly base salary as of 1 April in the reporting year.The minimum shareholding requ

178、irement is generally phased in over a five-year period following the year of appointment.When an executives holding of shares is calculated,non-vested shares from the long-term share-based incentive programme are not included except unvested shares vested in January/February following the reporting

179、year.3.Shareholdings of new members of Executive Management are included from the day they become members of the Executive Management.203.10 Reconciliation against Annual Report 2024A reconciliation of total remuneration for Executive Management between table 9 of this Remuneration Report and total

180、remuneration for Executive Management included in note 5.4-Related party transactions in Novo Nordisks Annual Report 2024 is provided in table 24 below.Table 24 Reconciliation against Annual Report 2024DKK million2024Total remuneration for Executive Management(table 9)311.1Adjustment to:Social secur

181、ity(table 9,footnote 3)4.7Other benefits(table 9,footnote 2)45.4Long-term incentive programme14.1Total remuneration for Executive Management in note 5.4 in our Annual Report365.31.The amounts of the incentive programme in table 9 of DKK 107.6 million are related to the 2024 programme only.The expens

182、e for the long-term incentive programme included in note 5.4 in Novo Nordisks Annual Report of DKK 111.7 million comprises the LTIP 2022,LITP 2023 and LTIP 2024 amortised over the performance period,respectively.An overview of the ESG impact on the remuneration of the registered executives is provid

183、ed in table 25 below.Table 25 ESG impact on expensed remuneration for the registered executivesDKK million and%2024Portion of expensed total remuneration linked to climate related performance1 1.4/1%Portion of expensed variable remuneration linked to ESG performance24.7/6%1.While the performance of

184、our registered executives is not assessed against any specific targets included in the sustainability statement,the remuneration of our registered executives is linked to climate related targets in the STIP 2024,LTIP 2022 and LTIP 2023.See table 15,footnote 2 for the climate related target included

185、in the STIP 2024,which is identical to the 2024 climate related targets included in the LTIP 2022 and LTIP 2023.2.While the performance of our registered executives is not assessed against any specific targets included in the sustainability statement,the remuneration of our registered executives is

186、linked to ESG targets relating to impact on“Patient protection and quality of life”,“Climate Change”,“Own workforce”in the STIP 2024,LTIP 2022,LTIP 2023 and LTIP 2024.See table 15,footnote 1 for ESG targets included in the STIP 2024,which are identical to the 2024 ESG targets included in the LTIP 20

187、22 and LTIP 2023.ESG targets included in the LTIP 2024 covers a three-year performance period,are tied to Novo Nordisks aspirations of adding value to society and being a sustainable employer,and will be included in the Remuneration Report for 2026.Remuneration Report 2024 /3.Remuneration of Executi

188、ve Management Sierra Clark lives with Glanzmann Thrombasthenia in Canada.214.Remuneration and Company Performance 202020244.1 Board remuneration 20202024A summary of the development of the Board remuneration in the five-year period 20202024 is provided in table 26 below.Table 26 Board remuneration 2

189、0202024DKK millionElection year20202021202220232024Helge Lund201712.72.83.13.94.3%change(13%)4%11%26%10%change annualised4Henrik Poulsen20210.92.02.42.6%changeN/AN/A122%20%8%change annualised4N/AN/A67%Elisabeth Dahl Christensen320220.81.11.1%changeN/AN/AN/A38%0%change annualised4N/AN/AN/A3%3%Laurenc

190、e Debroux20191.11.62.02.12.1%change0%45%25%5%0%change annualised4(21%)Andreas Fibig20181.11.31.41.41.7%change(21%)18%8%0%21%change annualised4Sylvie Grgoire20151.51.61.82.02.3%change(12%)7%13%11%15%change annualised4Liselotte Hyveled3202220.81.11.2%changeN/AN/AN/A38%9%change annualised4N/AN/AN/A3%DK

191、K millionElection year20202021202220232024Mette Bjer Jensen320180.90.91.21.31.3%change(10%)0%33%8%0%change annualised4Kasim Kutay20171.01.11.21.31.5%change0%10%9%8%15%change annualised4Christina Law20221.31.71.7%changeN/AN/AN/A31%0%change annualised4N/AN/AN/A(2%)Martin Mackay20181.21.41.71.82.1%chan

192、ge(14%)17%21%6%17%change annualised4Thomas Rantzau320180.90.91.01.11.1%change(10%)0%11%10%0%change annualised41.From 2014 to 2015 Helge Lund was a member of the Board and he was elected to the Board again in March 2017.In March 2018 he was elected as Chair of the Board.2.From 2014 to 2018 Liselotte

193、Hyveled was a member of the Board and she was elected to the Board again in March 2022.3.Employee-elected members of the Board.4.%change in annualised remuneration is calculated as the difference between i)actual remuneration in the calendar year in which the appointment/retirement occurred pro-rata

194、 adjusted for period of service to express remuneration for 12 month of membership and ii)actual remuneration in the following year(in case of appointments)or preceding year(in case of retirements).Changes in roles,responsibilities,committee memberships,base fee levels,travel activity,etc.are not ad

195、justed for.A summary of the development of the remuneration of the Chair of the Board in the five-year period 20202024 is provided in table 27 below.Table 27 Remuneration 20202024 for the Chair of the Board DKK million20202021202220232024Base fee2.12.22.32.93.3Fees for ad hoc tasks and committee wor

196、k0.40.40.40.40.4Travel allowance0.20.20.40.60.6Total2.72.83.13.94.3Change(0.4)0.10.30.80.4%change(13%)4%11%26%10%Remuneration Report 2024 /4.Remuneration and Company Performance 20202024 224.2 Executive remuneration 20202024A summary of the development of the remuneration of the CEO and CFO in the f

197、ive-year period 20202024 is provided in table 28 and table 29 below.Table 28-Remuneration 20202024 for the CEODKK million2020202122022202320243%changeBase salary14.116.717.117.918.4Pension on base salary3.51.71.71.81.8Benefits0.30.30.30.30.3Total base salary,pension,and benefits17.918.719.120.020.53

198、%Short-term incentive14.212.613.217.212.7Pension on short-term incentive3.6Total short-term incentive and pension17.812.613.217.212.7(26%)Long-term incentive20.827.027.831.023.9(23%)Total56.558.360.168.257.1(16%)Change1.71.81.88.1(11.1)%change3%3%3%13%(16%)%change annualised11.%change in annualised

199、pay is calculated as the difference between estimated pay for full 12 months service in the calendar year in which the appointment/retirement occurred and the actual pay of the following calendar year(in case of appointments)or the preceding year(in case of retirements).The calculation of annualised

200、 pay is based on the average actual incentive performance for executives in the given year.2.In 2020,the Annual General Meeting adopted a new Remuneration Policy applicable as of 2021,resulting in a number of changes to the remuneration components,cf.the Remuneration Report 2021.3.In 2024,the Annual

201、 General Meeting adopted a new Remuneration Policy applicable as of 2024,resulting in increased STIP opportunity for the executive vice presidents and increased LTIP opportunity for the CEO and executive vice presidents,cf.Section 3.1 of this Remuneration Report 2024.Table 29-Remuneration 20202024 f

202、or the CFODKK million2020202122022202320243%changeBase salary5.96.97.18.19.1Pension on base salary1.50.70.70.80.9Benefits0.30.30.30.30.4Total base salary,pension,and benefits7.77.98.19.210.413%Short-term incentive4.44.14.76.16.8Pension on short-term incentive1.1Total short-term incentive and pension

203、5.54.14.76.16.811%Long-term incentive6.58.48.711.19.6(14%)Total19.720.421.526.426.82%Change2.50.71.14.90.4%change15%4%5%23%2%change annualised11.%change in annualised pay is calculated as the difference between estimated pay for full 12 months service in the calendar year in which the appointment/re

204、tirement occurred and the actual pay of the following calendar year(in case of appointments)or the preceding year(in case of retirements).The calculation of annualised pay is based on the average actual incentive performance for executives in the given year.2.In 2020,the Annual General Meeting adopt

205、ed a new Remuneration Policy applicable as of 2021,resulting in a number of changes to the remuneration components,cf.the Remuneration Report 2021.3.In 2024,the Annual General Meeting adopted a new Remuneration Policy applicable as of 2024,resulting in increased STIP opportunity for the executive vi

206、ce presidents and increased LTIP opportunity for the CEO and executive vice presidents,cf.Section 3.1 of this Remuneration Report 2024Remuneration Report 2024 /4.Remuneration and Company Performance 20202024 234.3 Employee remuneration and company performance 20202024A summary of the development of

207、employee remuneration and of company performance in the five-year period 20202024 is provided in tables 30 and 31 below.Table 30 Employee remuneration 202020241202020212022202320242Average employee remuneration excl.registered executives(DKK million)(parent company)0.840.850.890.971.02Average remune

208、ration growth(parent company)6.0%1.8%4.4%8.6%5.2%Average employee remuneration excl.registered executives(DKK million)(group)0.760.790.870.930.97Average remuneration growth(group)1.6%2.9%10.6%6.7%4.6%CEO/Employee ratio(group)74746976631.Among other things,the average remuneration is impacted by adju

209、stments to employee related liabilities,severance costs,and for those countries with long notice periods(e.g.,Denmark)the timing difference between recognition of the severance costs and the corresponding reduction in the number of employees.Furthermore,the group numbers are impacted by currency flu

210、ctuations between the years.2.With effect from 1 January 2024,only the CEO and CFO are registered as executives with the Danish Business Authority.Table 31 Company performance 20202024Group20202021202220232024Sales growth as reported4.0%10.9%25.7%31.3%25.0%Sales growth in constant exchange rates(CER

211、)6.7%13.8%16.4%35.6%25.7%Operating profit growth as reported3.1%8.3%27.6%37.1%25.1%Operating profit growth in constant exchange rates(CER)6.8%12.7%14.6%43.7%26.2%Total Shareholder Return(TSR)112.8%75.6%29.5%50.7%(9.6%)1.Calculated as the share price appreciation from primo to ultimo the year,with re

212、investment of dividends at time of pay-out.Parent companySales growth8.0%11.5%26.7%38.9%32.1%Operating profit growth(0.6%)1.4%35.5%63.5%39.1%Remuneration Report 2024 /4.Remuneration and Company Performance 20202024 Novo Nordisk employees Line Lillere and Ephrem Rudahunga at our API production facili

213、ty in Kalundborg,Denmark.24The Board of Directors statement on the Remuneration ReportToday,the Board of Directors has considered and approved the Remuneration Report of Novo Nordisk A/S for the financial year 1 January-31 December 2024.The Remuneration Report has been prepared in accordance with se

214、ction 139b of the Danish Companies Act.In our opinion,the Remuneration Report is in accordance with the Remuneration Policy adopted at the 2024 Annual General Meeting,and is free from material misstatement and omissions,whether due to fraud or error.The Remuneration Report will be presented for an a

215、dvisory vote at the 2025 Annual General Meeting.Bagsvrd,5 February 2025Board of DirectorsHelge Lund Chair Henrik Poulsen Vice Chair Elisabeth Dahl Christensen Laurence Debroux Andreas Fibig Sylvie Grgoire Liselotte Hyveled Mette Bjer Jensen Kasim Kutay Christina Law Martin Mackay Thomas RantzauRemun

216、eration Report 2024 /The Board of Directors statement on the Remuneration Report 25Independent auditors statement on the Remuneration ReportTo the shareholders of Novo Nordisk A/SWe have examined whether the Remuneration Report for Novo Nordisk A/S for the financial year 1 January-31 December 2024 c

217、ontains the information required by section 139b(3)of the Danish Companies Act.We express a conclusion providing reasonable assurance.The Board of Directors responsibility The Board of Directors is responsible for the preparation of the Remuneration Report in accordance with section 139b(3)of the Da

218、nish Companies Act and the Remuneration Policy adopted at the Annual General Meeting.Further,the Board of Directors is responsible for the internal control that the Board of Directors considers necessary to prepare the remuneration report without material misstatement and omissions,whether due to fr

219、aud or error.Auditors responsibilityOur responsibility is to express a conclusion on the Remuneration Report based on our examinations.We conducted our examinations in accordance with ISAE 3000,Assurance Engagements Other than Audits or Reviews of Historical Financial Information,and additional requ

220、irements under Danish audit regulation to obtain reasonable assurance about our conclusion.Deloitte Statsautoriseret Revisionspartnerselskab applies International Standard on Quality Management 1,ISQM 1,which requires the firm to design,implement and operate a system of quality management including

221、policies or procedures regarding compliance with ethical requirements,professional standards and applicable legal and regulatory requirements.We have complied with the requirements for independence and other ethical requirements of the International Ethics Standards Board for Accountants Internation

222、al Code of Ethics for Professional Accountants(IESBA Code),which is founded on fundamental principles of integrity,objectivity,professional competence and due care,confidentiality and professional behaviour,and ethical requirements applicable in Denmark.As part of our examinations,we have checked wh

223、ether the Remuneration Report,to the extent relevant,includes the information required by section 139b(3),items 1-6,of the Danish Companies Act for the remuneration of each registered member of the Executive Management and the Board of Directors.We believe that the procedures performed provide a suf

224、ficient basis for our conclusion.Our examinations have not included an examination to verify the accuracy and completeness of the information provided in the Remuneration Report,and therefore we do not express any conclusion in this regard.ConclusionIn our opinion the Remuneration Report contains,in

225、 all material respects,the information required by section 139b(3)of the Danish Companies Act.Copenhagen,5 February 2025DeloitteStatsautoriseret RevisionspartnerselskabBusiness Registration No 3396 3556Anders Vad Dons Sumit SudanState Authorised Public Accountant State Authorised Public Accountant MNE no mne25299 MNE no mne33716Remuneration Report 2024 /Independent auditors statement on the Remuneration Report Remuneration Report 2024 issued byNovo Nordisk A/S Novo Alle 1,2880 Bagsvrd,Denmark CVR no.24256790,+45 4444 8888(switchboard),