Share-based incentive programs
In addition of the short-term incentives, the variable elements of the Leadership Team members' compensation consist of share-based incentive programs confirmed by Outokumpu's Board of Directors to form part of the incentive and commitment scheme for the company's key personnel. The programs offer the possibility of receiving Outokumpu shares as an incentive, provided that the criteria set by the Board for each earnings period are fulfilled.
The company's regular long-term incentives consist of the Performance Share Plan (PSP) and Restricted Share Pool (RSP). The objective of the programs is to reward selected employees for good performance which supports Outokumpu's strategy, to engage them and to form part of a competitive compensation package. The purpose of the programs is also to direct the employees' attention to achieving Outokumpu's financial targets and increasing shareholder value over a longer period of time. Outokumpu has currently no active stock option programs.
Outokumpu has also two Matching Share Plans, one for the CEO and one for a limited number of other key management. The plans were introduced to emphasize shareholder value creation, enforce an ownership culture and to incentivize the achievement of the 2020 vision.
Performance Share Plan 2012
The Board of Directors of Outokumpu approved on January 31, 2012 the establishment of a share-based incentive plan, the Performance Share Plan 2012, which is part of the remuneration and commitment program for the key management of Outokumpu Group. The Performance Share Plan consists of annually commencing performance share plans. Each plan includes a three-year earnings period, after which any share rewards earned will be delivered to the participants.
Restricted Share Pool 2012
The Board of Directors of Outokumpu approved on January 31, 2012 the establishment of a Restricted Share Pool program, which is part of the remuneration and commitment program for selected key resources of Outokumpu Group. It consists of annually commencing plans with a three-year vesting period, after which the allocated share rewards will be delivered to the participants provided that their employment with Outokumpu continues uninterrupted throughout the duration of the plan and until the shares are delivered. Restricted share grants are approved annually by the CEO, with the exception of any allocations to Leadership Team members, which will be approved by the Board of Directors.
Matching Share Plan for the CEO
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 invested EUR 1 million into Outokumpu shares by February 20, 2016. The matching shares will be delivered in four equal instalments in the end of 2016, 2017, 2018 and 2019, respectively. The CEO is required to keep at least all the shares he has acquired and the first vesting portion 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 and second vesting portions, both in total 185,077 shares after deduction of applicable taxes, were delivered to the CEO in the end of 2016 and 2017.
Matching Share Plan for management
In April 2016 the Board of Directors of Outokumpu approved the establishment of a Matching Share Plan program for key management for years 2016–2020.
According to the plan, the participants have invested an amount corresponding to 30–120% of their annual gross base salary into Outokumpu shares. Outokumpu will match each share acquired by the participant with two gross shares from which applicable taxes will be deducted and the remaining net number of shares will be delivered to the participant. The matching shares will be delivered in four equal instalments in the end of 2017, 2018, 2019 and 2020, respectively. The first instalment of 288,572 shares were paid in December 2017 from the Matching Share Plan to the management. In order to receive the matching shares, the participants are required to keep all the shares they have acquired until the vesting of each matching share tranche.
Share rewards paid from the share-based incentive plans in 2017
Outokumpu paid 426,035 shares as rewards based on the results of the plan 2015 - 2017 of the Performance Share Plan and from the plan 2015 - 2017 of the Restricted Share Pool. These share rewards were paid in the beginning of March 2018. At the end of 2017, altogether 473,649 shares were paid as rewards from the management's Matching Share Plan.
Please check our Remuneration statement for all details regarding ongoing and ended plans and paid rewards
According to the share ownership plan of the Outokumpu Group, the members of the Leadership Team are obliged to own Outokumpu shares received under share-based incentive programs to the value of their annual gross base salary. 50% of the net shares received from the Performance Share Plan, Restricted Share Pool and Matching Share Plan programs described above must be used to fulfill the above ownership requirement.
Shares owned by the management
|Roeland Baan|| 774,869|
|Christoph de la Camp|| 171,720|
|Liam Bates|| 79,486|
|Maciej Gwozdz|| 101,324|
|Jan Hofmann|| 78,160|
|Reeta Kaukiainen|| 0|
|Olli-Matti Saksi|| 176,709|
|Johann Steiner|| 101,069|
|Kari Tuutti|| 118,434|
|Michael S. Wlliams|| 192,987|
Following the MAR regulation Outokumpu publishes the managers' transaction with Outokumpu's financial instruments as stock exchange releases. Please see our release archive for releases on manager transactions