Trifork Group AG: A CEO Pay Party While Shareholders Pay the Bill—Time to Take Action

Investors, let me cut to the chase: Trifork Group AG (TRIFK) is a case study in corporate greed masquerading as “long-term incentives.” The disconnect between CEO Jørn Larsen's compensation and shareholder returns is so stark, it's screaming “SOLD!” in neon lights. Here's why this train wreck is your wake-up call—and what you must do now.

The CEO's Paycheck vs. Shareholder Pain: A Chasm Too Wide

Larsen's 2024 total compensation? A cool €1.5 million—still 143% above the Denmark IT industry median of €614,000. But here's the kicker: this came after three straight years of shareholder returns plummeting 54% and earnings per share (EPS) dropping 18% annually. The company's revenue? Flatlined at a paltry 0.9% growth.

Meanwhile, the CEO's “other” compensation (a euphemism for equity awards) made up 51% of his pay, versus just 35% for industry peers. But here's the twist: those stock-based rewards? They're not tied to hitting performance goals. Instead, they're pure retention bribes—vesting over three years regardless of results.

The Equity Hoax: Vesting Without Victory

Trifork's 2024 Restricted Share Unit (RSU) grants—a cornerstone of Larsen's “performance-linked” pay—are a sham. In March 2024, the company handed out 48,787 RSUs to top execs. But these don't require hitting revenue targets, margin improvements, or even breaking even. Vesting hinges on not quitting, not on lifting shareholder value.

The math? Those RSUs were priced at DKK 104.87 in 2023—a peak that's long since evaporated. By 2025, the share price had slumped to DKK 75.08. So shareholders lose, but execs still cash in via time-based vesting. It's like getting a bonus for showing up to a sinking ship.

The AGM Showdown: April 15th is Your Moment

The next Annual General Meeting (AGM) on April 15th is the battlefield. Shareholders must revolt. Here's why:
1. EPS Growth Illusion: The 13% EPS rise in 2024 came from risky bets in Trifork Labs (e.g., partial exits from XCI investments). That's not core business growth—it's gambling with shareholder money.
2. Cost-Cutting vs. Compensation Bloat: While the company slashed costs by €10 million, it's still overpaying its CEO compared to peers. Where's the accountability?
3. Equity Stake ≠ Alignment: Larsen's kr.314 million stake is meaningless if his pay is detached from performance. It's “skin in the game” only if he's sweating to earn it—not handed a golden parachute.

Action Steps for Investors

• Sell Now: If you own TRIFK, hit the exits. This isn't a value play—it's a governance disaster.
• Voice Your Outcry: If you're a shareholder, demand the board scrap the RSU program and tie CEO pay to real metrics: revenue growth, margin expansion, and EPS targets.
• Watch the Buyback—But Don't Buy: The €2 million share buyback announced in February 2025 is a band-aid. Without fixing the CEO pay structure, it's just propping up a sinking ship.

The Bottom Line

Trifork's executive compensation is a ticking time bomb for investors. A CEO getting paid like a tech titan while shareholders suffer isn't just unfair—it's a recipe for long-term value destruction. The April AGM is your chance to say “enough.” If they don't act, walk away. This isn't about loyalty—it's about survival.

The Cramer Verdict: RUN. The numbers scream misalignment, and misalignment always ends in tears. Fix this, or kiss your investment goodbye.