Chief Executive Officer
Base salary, benefits and short-term incentive programs
The annual gross base salary of the Group CEO Roeland Baan is EUR 950,000 excluding holiday pay. He is also entitled to taxable housing benefit, car benefit, phone benefit, medical and life insurance and compensation for schooling costs of his children in Finland.
No separate remuneration is paid to the Group CEO or members of the Leadership Team for membership of this committee or the Group's other internal governing bodies.
The CEO is part of Outokumpu's short-term incentive plan with a 95% maximum payout of the annual base salary in 2017. The pay-out will be based on the achievement of EBITDA, occupational safety, a savings target and individual objectives.
Share-based incentive plans
The CEO is part of a Matching Share Plan according to which he is entitled to receive in total 1,157,156 gross shares including taxes on the condition that he personally invests EUR 1 million into Outokumpu shares by February 20, 2016. The matching shares will then be delivered in four equal installments in the end of 2016, 2017, 2018 and 2019, respectively. The CEO is required to keep at least all the shares he acquires and the first vesting portion, i.e. 25% of the net amount of the received matching shares throughout his service with Outokumpu. If the CEO's service contract is terminated without any fault or negligence attributable to him, all unvested matching shares (ie. shares not yet delivered) will vest at the expiry of the CEO agreement, provided that the ownership requirement for the CEO is fulfilled. The first vesting portion, in total 185,077 shares after deduction of applicable taxes, was delivered to the CEO in the end of 2016.
The CEO will be also included in plans 2016-2018 and 2017-2019 of the Performance Share Plan with a maximum reward of 220,000 gross shares including taxes for plan 2016-2018 and maximum 92,000 gross shares for plan 2017-2019. If the earnings criteria set by the Outokumpu Board of Directors are met, the share rewards will be paid in spring 2019 and 2020 respectively.
Pension arrangements and insurance
The CEO has the right to retire at the age of 63. He participates in the Finnish TyEL pension system in addition to which he is included in a defined contribution pension plan with an annual insurance premium of 25% of his annual earnings, excluding share rewards.
Terms of notice
The CEO is not entitled to a specific severance payment, and the notice period is three months for both parties.