The CEO decides on the compensation of other Corporate Management Team members in cooperation with the Board Chair and in accordance with the principles approved and guidelines given by the Board.
A fixed base salary is paid to the other Corporate Management Team members. Base salary is a compensation for the executive’s responsibilities and is based on the requirements of the position, the executive’s individual competence and performance as well as prevailing market practice. Base salary may include car, bicycle and mobile phone benefits and an extended health, travel and accident insurance coverage.
A short and long-term incentive can be paid to the other Corporate Management Team members by decision of the Board of Directors. In 2024, the maximum level of remuneration available in the short-term incentive system is, accounting for Metsä Group’s EBIT multiplier, 50% or 62.5% of the fixed annual salary. The reward is based on Metsä Board’s operating result (50% weighting) and the targets of the own responsibility area, including sustainability targets (50% weighting) as well as the realisation of Metsä Group’s EBIT multiplier. The potential reward shall be paid in March 2025.
The potential reward for the performance period 2022–2024 regarding the performance share plan 2020–2024 is 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 the each Corporate Management Team member individually. On maximum level the reward potential of other Corporate Management Team members is 100% of the executive’s annual base salary (the reward limit is 130% of the executive’s annual base salary). 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 paid in March 2025. The reward payment is followed by an approximately two-year restriction period, during which other Corporate Management Team member is not allowed to sell or otherwise transfer the shares received. Should other Corporate Management Team member’s employment terminate during the performance or restriction period, the executive shall principally lose the right to reward.
The period of notice of other Corporate Management Team members is six months. Termination of employment due to reasons not attributable to the executive entitles members of the Corporate Management Team to receive, as a rule, severance pay equal to their six (6) month salary. Other Corporate Management Team members have no extraordinary pension arrangements which would deviate from applicable pension legislation.
Remuneration of other Corporate Management Team in 2024
In 2023, the maximum level of remuneration available in the short-term incentive system was, accounting for Metsä Group’s EBIT multiplier, 50% or 62.5% of the fixed annual salary. The reward was based on Metsä Board’s operating result (30% or 50% weighting) and the targets of the own responsibility area (50% or 70% weighting) as well as the realisation of Metsä Group’s EBIT multiplier. The short-term incentive of EUR 658,574 based on performance in 2023 will be paid to the other Corporate Management Team members in March 2024.
The reward for the performance period 2021–2023 regarding the performance share plan 2020–2024 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 had also been set for the operating result and equity ratio. The realisation of the performance period 2021–2023 was 100% based on which the members of the Corporate Management Team will receive Metsä Board Corporation’s series B shares in March 2024. The long-term incentives paid to the other Corporate Management Team members regarding the performance period 2020–2022 were EUR 1,446,898 in total. The reward of other Corporate Management Team members (including both shares and cash) can be 130% of the executive’s annual base salary at the maximum. The reward payment is followed by an approximately two-year restriction period during which other Corporate Management Team member is not entitled to transfer or dispose of the shares received.