President and CEO Kati ter Horst’s base salary is EUR 850,000 annually, including benefits. She is also entitled to a gross travel and housing allowance of EUR 80,000 per annum, and has a supplementary pension plan for EUR 170,000 yearly. The CEO incentives have remained the same percentage of base salary as previous years. In 2025, she was delivered 50,000 restricted shares (gross) and an additional 100,000 shares are to be delivered in 2026 and 2027, recognizing lost incentives from her previous assignment.
The service contract of the CEO is valid until further notice. The notice period is 9 months for Kati ter Horst. For the company, the notice period is 6 months, and the severance payment in such a case is 12 months. Kati ter Horst’s retirement age is 65 years. Besides the supplementary pension, she participates in the Finnish statutory pension system.
The total compensation is reviewed regularly by the Board of Directors. The review includes benchmarking the different components of total remuneration to market practices in corresponding positions.
| Remuneration Paid to the ceo | 2025 (Kati ter horst) |
2024 (Kati ter horst) |
2024 (Heikki malinen) |
|---|---|---|---|
| Base salary, EUR 1) | 850,000 | 232,440 | 723,810 |
| Short-term incentives, EUR 2) | 0 | 106,250 | 515,755 |
| Long-term incentives, EUR 2) | 225,020 | 0 | 507,097 |
| Benefits, EUR 3) | 250,000 | 42,560 | 166,511 |
| Total remuneration | 1,325,020 | 381,250 | 1,913,173 |
1) Heikki Malinen until September 30, 2024, Kati ter Horst as of October 1, 2024.
2) Incentives are entered in the table for the year when they are paid. Short-term incentives are typically earned during the previous year, however, in 2024, Kati ter Horst's short-term incentive was a sign-on bonus. Long-term incentives are earned during the previous three years. 2025 Long-term incentive is restricted shares granted 2024 and includes cash compensation of social security expenses.
3) Benefits include telephone, car and supplementary pension but exclude insurances and statutory pension.
Short-term incentive of the CEO
In 2025, the CEO’s short-term incentive earning opportunity stayed unchanged at 50% of the annual gross base salary on a target level and 100% on a maximum level.
| SHORT-term incentive earning opportunity (Heikki Malinen) | % 1) | EUR | ||
|---|---|---|---|---|
| Threshold | 0.5% | 4,250 | ||
| Target | 50% | 425,000 | ||
| Maximum | 100% | 850,000 | ||
1) Percentage of annual base salary.
In 2025, the safety and financial performances were weak, which is reflected in a low level payout of short-term incentive.
| Short-term incentive earning opportunity and performance measures | ||||
|---|---|---|---|---|
| Performance measures | Weight | Achievement | Payout, % | Payout, EUR |
| Safety (TFIFR) 1) | 10% | 1.8 | 100% | 0 |
| Adjusted EBIT, EUR million 2) | 70% | H1: 16.6 H2: -64.0 |
13% –% |
33,405 0 |
| Strategy implementation, score 1–5 3) | 20% | 3.5 | 62.5% | 159,375 |
| 100% | 22.7% | 192,780 | ||
1) Total recordable injury frequency rate. The payout is zero, as the safety performance was below threshold and a fatality occurred in Mexico in September 2025.
2) Adjusted EBIT was measured separately for H1 and H2.
3) Discretionary assessment of strategy implementation and delivery of projects that are key for Outokumpu’s future on a scale 1-5.
Long-term incentives and share ownership
In 2025, the long-term incentive target and maximum levels remained at 50% and respectively 75% of the annual base salary at time of grant. The Performance Share Plan (PSP) 2023–2025 did not meet its performance criteria and the executives participating in the plan will not receive a payout in 2026.
| LONG-TERM EARNING OPPORTUNITY | ||||
|---|---|---|---|---|
| PSP 2025–2027 (ter Horst) | RSP 2024–2026 (ter Horst) | PSP 2024–2026 (ter Horst) |
PSP 2023–2025 (ter Horst) |
|
| Threshold1) | 25% | – | 25% | 25% |
| Target1) | 50% | – | 50% | 50% |
| Maximum1) | 75% | – | 75% | 75% |
| No of shares granted (gross)2) | 127,600 | 150,000 | 78,900 | 43,100 |
| Grant date | March 12, 2025 | October 2, 2024 | October 2, 2024 | October 2, 2024 |
| No of shares earned (gross) | Vesting 1: 50,000 | 0 | ||
| No of shares delivered (net) | 28,818 | 0 | ||
| Share delivery date | By March 31, 2028 | Vesting 1 by March 31, 2025, 2 by March 31, 2026 and 3 March 31, 2027 | By March 31, 2027 | By March 31, 2026 |
| Share price at delivery, EUR | 3,622 | – | ||
| Value of the reward (gross), EUR | 181,100 | 0 | ||
1) In percentage of annual base salary at the time of grant. Pay-out levels in percentage of annual basesalary at the time of payment may differ, depending on salary and share price development. In PSP2023-2025 and PSP 2024-2026 the levels were prorated to time in position during the performance period.
2) Number of gross shares at target level. For PSP plans, the number of shares was determined using theaverage share price of 90 calendar days prior to Board approval.
| LONG-term performance measures | |||
|---|---|---|---|
| PSP 2025–2027 | PSP 2024–2026 |
PSP 2023–2025 |
|
| Return on the capital employed | |||
| Weight | 80% | 80% | 80% |
| Measurement | Average of 2025, 2026 and 2027 | Average of 2024, 2025 and 2026 | Average of 2023, 2024 and 2025 |
| Outcome | Below threshold | ||
| CO2 emissions per ton crude steel | |||
| Weight | 20% | 20% | 20% |
| Measurement | SBTi target 2027 (1.39) | SBTi target 2026 (1.46) | SBTi target 2025 (1.52) |
| Outcome | Above the maximum | ||
| Total outcome (weighted average) |
No payout | ||
1) For the plan to pay-out, both criteria must meet threshold level.
The members of Outokumpu’s Leadership Team, including the CEO, are expected to own Outokumpu shares they receive in the company’s share-based incentive programs corresponding to at least the value of their annual gross base salary. Half of the net shares
received from the share-based incentive programs must be used to fulfil that ownership recommendation.
| Shareholding of the CEO | ||
|---|---|---|
| On December 31 | 2025 | 2024 |
| No of shares owned |
68,427 |
36,609 |
| Closing share price, € | 4.48 | 2.91 |
| Value of the shares, € | 306,553 | 115,064 |
| Value of the shares in % of annual base salary | 36% | 14% |
Up-to-date information on the shares owned by the CEO can be found in Management shareholding.
For information on the CEO remuneration, please also check our latest Remuneration report or earlier Remuneration statements.