Long-term remuneration
Performance share plan 2017–2021
The Board of Directors resolved in January 2017 to continue the performance share plan for management. The purpose of the plan was to align the objectives of shareholders and executives in order to increase the value of Metsä Board, to commit the executives to perform the mutual strategy, and to offer them a competitive reward plan based on share ownership. The plan consisted of three performance periods, which were calendar years 2017–2019, 2018–2020 and 2019–2021. At the beginning of each performance period, the Board decided on the performance criteria and defined performance targets. The potential reward from the plan for the performance periods was based on the development of Metsä Board Group’s (50%) and Metsä Group’s (50%) return on capital employed (ROCE, %), as determined by the Board of Directors. Minimum levels were further determined for operating result and equity ratio.
The reward was paid in the spring first following the end of the performance period. The amount of the reward was limited. If the reward exceeded the executive’s annual salary (or in case of the CEO, the CEO’s annual salary multiplied by two), the exceeding part was not paid. A performance period is followed by an approximately two-year restriction period during which an executive is not entitled to transfer or dispose of the shares received. If an executive terminates his/her employment or service contract during the restriction period, the executive is obliged to return the shares already earned. If the Company terminates the employment or service contract (other than due to reasons attributable to the executive) during the restriction period or the contract is agreed to be terminated, the executive may keep the shares subject to the transfer restriction and the said restriction discontinues.
The reward was paid in Metsä Board Corporation’s series B shares. On top the Company paid in money an amount covering the applicable withholding tax and related payments resulting from the reward. The plan covered Corporate Management Team members as well as other key employees of Metsä Board.
Performance period* |
2017–2019 |
Target group |
Corporate Management Team members as well as other key employees of Metsä Board, total 15 executives |
Reward limit |
The CEO: 200% of the annual base salary at the maximum Other Corporate Management Team: 100% of the annual base salary at the maximum |
Performance criteria |
ROCE 1) |
Realisation of performance period, % |
75.1 |
Year of payment of reward |
2020 |
Restriction period |
2 years |
Share price on date of transfer (in euros) |
4.86 |
Number of shares delivered |
Total 172,709 shares of which the proportion of the CEO 56,325 and other Corporate Management Team 75,079 |
* Information is based on the situation at the time of the reward payment.
|
Performance period*
|
2018–2020 |
Target group |
Corporate Management Team members as well as other key employees of Metsä Board, total 17 executives |
Reward limit |
The CEO: 200% of the annual base salary at the maximum Other Corporate Management Team: 100% of the annual base salary at the maximum |
Performance criteria |
ROCE 1) |
Realisation of performance period, % |
59.0 |
Year of payment of reward |
2021 |
Restriction period |
2 years |
Share price on date of transfer (in euros) |
9.43 |
Number of shares delivered |
Total 127,785 shares of which the proportion of the CEO 44,250 and other Corporate Management Team 47,645 |
*Information is based on the situation at the time of the reward payment.
|
Performance period
|
2019–2021 |
Target group |
Corporate Management Team members as well as other key employees of Metsä Board, total 24 executives |
Reward limit |
The CEO: 200% of the annual base salary at the maximum Other Corporate Management Team: 100% of the annual base salary at the maximum |
Performance criteria |
ROCE 1) |
Realisation of the performance period, % |
70.0 |
Year of payment of reward |
2022 |
Restriction period |
2 years |
Share price on date of transfer (in euros) |
8.86 |
Number of shares delivered |
Total 182,280 shares of which the proportion of the CEO 52,500 and other Corporate Management Team 55,329 |
* Information is based on the situation at the time of the reward payment. |
1)The three-year average ROCE of Metsä Board Group (50%) and Metsä Group (50%). Minimum values had also been set for equity ratio and operating result. |
Performance share plan 2020–2024
The Board of Directors of Metsä Board has resolved in January 2020 to continue the performance share plan directed to group executives. The purpose of the plan was to align the objectives of the shareholders and executives in order to increase the value of Metsä Board, to commit the executives to perform the mutual strategy and to offer them a competitive reward plan based on share ownership. The plan 2020–2024 consists of three performance periods, which are calendar years 2020–2022, 2021–2023 and 2022–2024.
The Board of Directors determined the performance criteria and related target levels at the beginning of each performance period. Reaching the targets set for the performance criteria shall determine the proportion of the maximum reward payable to the executives. The potential rewards for the performance periods 2020–2022, 2021–2023 and 2022–2024 are based on the development of Metsä Board Group’s (50%) and Metsä Group’s (50%) return on capital employed (ROCE, %), as determined by the Board of Directors. The Board of Directors is entitled to reduce the rewards fully or partly if defined earnings or equity ratio criteria are not met, or if the reward should exceed the maximum reward limit defined for each executive individually. On maximum level the reward potential of the CEO is 210% of the CEO’s annual base salary and the reward potential of other Corporate Management Team members is 100% of executive’s annual base salary. In addition, the reward limit has been set and the reward of the CEO can be 270% of the CEO’s annual base salary at the maximum and the reward of other Corporate Management Team members 130% of their annual base salary at the maximum.
The reward consists of a proportion to be paid in Metsä Board Corporation’s series B shares and a cash proportion. The cash proportion refers to an amount used to cover the taxes to be withheld from the reward. The proportion paid in shares refers to the net reward after the withholding of taxes and other expenses payable for the reward. The potential reward shall be mainly paid in the spring following the end of the performance period. The performance period is followed by an approximately two-year restriction period, during which executives are not allowed to sell or otherwise transfer the shares received. Should an executive’s employment end during the performance or restriction period, the executive shall principally lose the right to reward.
The plan covers Corporate Management Team members as well as other key employees of Metsä Board.
Performance period*
|
2020–2022 |
Target group |
Corporate Management Team members as well as other key employees of Metsä Board, total 25 executives |
Reward limit |
The CEO: 270% of the annual base salary at the maximum Other Corporate Management Team: 130% of the annual base salary at the maximum |
Performance criteria |
ROCE 1) |
Realisation of the performance period, %
|
100.0 |
Year of payment of reward |
2023 |
Restriction period |
2 years |
Share price on date of transfer (in euros) |
8.26 |
Number of shares delivered |
Total 298,785 shares of which the proportion of the CEO 84,576 and other Corporate Management Team 93,314 |
* Information is based on the situation at the time of the reward payment
1) The three-year average ROCE of Metsä Board Group (50%) and Metsä Group (50%). Minimum values had also been set for equity ratio and operating result.
Performance period
|
2021–2023 |
Target group |
Corporate Management Team members as well as other key employees of Metsä Board, total 26 executives (February 2023) |
Reward limit |
The CEO: 270% of the annual base salary at the maximum Other Corporate Management Team: 130% of the annual base salary at the maximum |
Performance criteria |
ROCE 1) |
Year of payment of reward |
2024 |
Restriction period |
2 years |
Number of shares allocated (gross) |
Up to 413,980 shares (February 2023) |
Performance period
|
2022–2024 |
Target group |
Corporate Management Team members as well as other key employees of Metsä Board, total 26 executives (February 2023) |
Reward limit |
The CEO: 270% of the annual base salary at the maximum Other Corporate Management Team: 130% of the annual base salary at the maximum |
Performance criteria |
ROCE 1) |
Year of payment of reward |
2025 |
Restriction period |
2 years |
Number of shares allocated (gross) |
Up to 421,099 shares (February 2023) |
1)The three-year average ROCE of Metsä Board Group (50%) and Metsä Group (50%). Minimum values have also been set for equity ratio and operating result. |
Performance share plan 2023–2027
The Board of Directors of Metsä Board has resolved in December 2022 to continue the performance share plan directed to group executives. The purpose of the plan was to align the objectives of the shareholders and executives in order to increase the value of Metsä Board, to commit the executives to perform the mutual strategy and to offer them a competitive reward plan based on share ownership. The plan 2023–2027 consists of three performance periods, which are calendar years 2023–2025, 2024–2026 and 2025–2027.
The Board of Directors determined the performance criteria and related target levels at the beginning of each performance period. Reaching the targets set for the performance criteria shall determine the proportion of the maximum reward payable to the executives. The potential rewards for the performance periods 2023–2025, 2024–2026 and 2025–2027 are based on the development of Metsä Board Group’s (50%) and Metsä Group’s (50%) return on capital employed (ROCE, %), as determined by the Board of Directors. The Board of Directors is entitled to reduce the rewards fully or partly if defined earnings or equity ratio criteria are not met, or if the reward should exceed the maximum reward limit defined for each executive individually. On maximum level the reward potential of the CEO is 210% of the CEO’s annual base salary and the reward potential of other Corporate Management Team members is 100% of executive’s annual base salary. In addition, the reward limit has been set and the reward of the CEO can be 270% of the CEO’s annual base salary at the maximum and the reward of other Corporate Management Team members 130% of their annual base salary at the maximum.
The reward consists of a proportion to be paid in Metsä Board Corporation’s series B shares and a cash proportion. The cash proportion refers to an amount used to cover the taxes to be withheld from the reward. The proportion paid in shares refers to the net reward after the withholding of taxes and other expenses payable for the reward. The potential reward shall be mainly paid in the spring following the end of the performance period. The performance period is followed by an approximately two-year restriction period, during which executives are not allowed to sell or otherwise transfer the shares received. Should an executive’s employment end during the performance or restriction period, the executive shall principally lose the right to reward.
The plan covers Corporate Management Team members as well as other key employees of Metsä Board.
Performance period |
2023–2025 |
Target group |
Corporate Management Team members as well as other key employees of Metsä Board, total 24 executives (Febuary 2023) |
Reward limit |
The CEO: 270% of the annual base salary at the maximum Other Corporate Management Team: 130% of the annual base salary at the maximum |
Performance criteria |
ROCE 1) |
Year of payment of reward |
2026 |
Restriction period |
2 years |
Number of shares allocated (gross) |
Up to 417,415 shares (February 2023) |
Restricted share plan 2017–2021
The Board of Directors of Metsä Board resolved in January 2017 to implement the restricted share plan directed to group key employees. The purpose of the plan was to commit the key employees to perform Metsä Board Group's mutual strategy and to offer them a competitive reward plan based on share ownership as well as to align the objectives of the shareholders and key employees in order to increase the value of Metsä Board Group. The Plan offered to the key employees belonging to the target group the possibility to earn Metsä Board Corporation series B shares by meeting the set employment precondition. The Board determined the key employees who belonged to the target group and their rewards.
The plan included restriction periods, lasting for 12–36 months. The Board resolved on the commencement and duration of the restriction period separately for each key employee belonging to the target group. The reward was paid after the end of the restriction period and the reward consisted of a proportion paid in shares and a cash proportion. The proportion which was given in shares meant net reward after the cash proportion had been used for covering taxes arising from the reward to the key employee. The amount of the reward was limited. If the reward (including both shares and cash) exceeded the maximum reward limit set for the key employee, the exceeding part was not paid. The prerequisite for reward payment was that the key employee’s employment or service was in force and continued until the end of the restriction period.
In 2020 one key employee received the reward on the basis of the restricted share plan (total 10,000 shares). In 2021 no rewards were paid on the basis of the restricted share plan.
Restricted share plan 2020–2024
The Board of Directors of Metsä Board has resolved in December 2019 to continue the restricted share plan directed to group key employees. The purpose of the plan is to commit the key employees to perform Metsä Board Group's mutual strategy and to offer them a competitive reward plan based on share ownership as well as to align the objectives of the shareholders and key employees in order to increase the value of Metsä Board Group. The Plan offers to the key employees belonging to the target group the possibility to earn Metsä Board Corporation series B shares by meeting the set employment precondition. The Board shall determine the key employees who shall belong to the target group and their rewards.
The plan includes restriction periods, lasting for 12-36 months. The Board shall resolve on the commencement and duration of the restriction period separately for each key employee belonging to the target group. The potential reward shall be paid after the end of the restriction period. The reward consists of a proportion to be paid in Metsä Board Corporation’s series B shares and a cash proportion. The cash proportion refers to an amount used to cover the taxes to be withheld from the reward. The proportion paid in shares refers to the net reward after the withholding of taxes and other expenses payable for the reward. The amount of the reward is limited. If the reward (share + cash proportion) would exceed the maximum reward limit set for the key employee, the exceeding part is not paid. The prerequisite for reward payment is that the key employee’s employment or service is in force and continues until the end of the restriction period.
There is one key employee nominated to the restricted share plan 2020–2024.
Restricted share plan 2023–2027
The Board of Directors of Metsä Board has resolved in December 2022 to continue the restricted share plan directed to group key employees. The purpose of the plan is to commit the key employees to perform Metsä Board Group's mutual strategy and to offer them a competitive reward plan based on share ownership as well as to align the objectives of the shareholders and key employees in order to increase the value of Metsä Board Group. The Plan offers to the key employees belonging to the target group the possibility to earn Metsä Board Corporation series B shares by meeting the set employment precondition. The Board shall determine the key employees who shall belong to the target group and their rewards.
The plan includes restriction periods, lasting for 12–36 months. The Board shall resolve on the commencement and duration of the restriction period separately for each key employee belonging to the target group. The potential reward shall be paid after the end of the restriction period. The reward consists of a proportion to be paid in Metsä Board Corporation’s series B shares and a cash proportion. The cash proportion refers to an amount used to cover the taxes to be withheld from the reward. The proportion paid in shares refers to the net reward after the withholding of taxes and other expenses payable for the reward. The amount of the reward is limited. If the reward (share + cash proportion) would exceed the maximum reward limit set for the key employee, the exceeding part is not paid. The prerequisite for reward payment is that the key employee’s employment or service is in force and continues until the end of the restriction period.
There is no key employee nominated to the restricted share plan 2023–2027.