Remuneration

Metso Remuneration report 2023

Metso Outotec Remuneration report 2022

Metso Outotec Remuneration report 2021

Metso Outotec Remuneration Report 2020

The Annual General Meeting decides on the remuneration to the members of the Metso Board for one term of office at a time.

The Annual General Meeting 2025 confirmed the annual remunerations to the Board members as follows:

The Board members of Metso could choose to receive either 40% or 20% of their annual fixed fee in shares of Metso. Board members shall be reimbursed the direct costs arising from the board work.

A condition for receiving the annual remuneration is that Board members are obliged, based directly on the AGM’s decision, to use 20 or 40 percent of their annual fixed fee for the purchase of Metso’s shares from the market at a price formed in public trading.

Remuneration and employment terms of Metso’s President and CEO Sami Takaluoma

The remuneration paid to the President and CEO is determined by the Metso Board. Metso’s President and CEO is entitled to participate in short- and long-term incentive programs. The terms and conditions of these programs are decided by the Board.

Remuneration for Leadership Team members

The Board’s Remuneration and HR Committee reviews the compensation and benefits of the other Leadership Team members based on the President and CEO’s proposal. The total remuneration comprises a total annual salary, customary fringe benefits, pension as well as short and long-term incentives.

Participation in variable incentive programs is based on the respective terms and conditions of the program. The Board evaluates the achievement of the targets for the Leadership Team members. Metso’s Leadership Team members also benefit from a supplementary defined contribution pension plan.

Management remuneration in 2024

The following remuneration details of Metso’s Leadership Team members, including President and CEO, amounted to a total of EUR 13,873,567 during 2024. The table below illustrates the remuneration elements paid to the Leadership Team members during 2024.

*) President and CEO between November 1 and December 31, 2024

**) President and CEO between January 1 and October 31, 2024

The short-term incentive plan, Metso Bonus, covers approximately 10,000 employees globally, including the Leadership Team. The Board approves the Group-level terms and targets for the Metso Bonus annually. In addition, the Board annually sets and approves the President and CEO’s short-term incentive plan.

The Bonus payout, if any, is mainly based on the achievement of predefined financial targets. For 2024, the main financial targets used were sales, orders received and adjusted EBITA, on the Group and Business Area levels. In addition to the financial targets, individual, team and business bonus performance targets are used.

Maximum Metso Bonus payout, % of annual salary:

In addition to the Metso Bonus, local productivity plans are designed to drive and support the performance of various production units. Targets for local productivity plans are mainly based on productivity, quality, and safety KPIs. Local mandatory bonus plans are defined by local legislative requirements and are typically profit-sharing plans. An employee can participate in one bonus plan at a time.

The Board decides on and implements Metso’s long-term incentive plans. The purpose of these plans is to align the interests of operative management and shareholders in driving the company’s performance and success. The plans also aim to ensure long-term commitment of management and offer them a competitive reward scheme.

Any shares to be potentially paid as reward in these incentive plans will be acquired through public trading and therefore will have no diluting effect on the share value. Share repurchase and share issue authorizations are obtained from the Annual General Meeting. The current valid authorizations are presented on our website. There are no options outstanding or available from any of the prior option programs.

The company applies a share ownership recommendation policy for the members of the Leadership Team and for the President and CEO. In accordance with this policy, at least 50 percent of the share rewards (net shares after deduction of the applicable payroll tax) received by these individuals under the performance-based share plans shall be retained until the share ownership of the individual participant amounts to their annual gross base salary.

If the participant’s employment or service ends for reasons relating to the participant before the reward payment, no reward will be paid from the long-term incentive plans. Long-term incentive payments cannot exceed 350% of the participant’s annual base salary at the time of payment.

Long-term incentive plans at Metso

On July 1, 2020, Metso announced new share-based long-term incentive programs for the Company’s management and selected key employees. The programs include a Performance Share Plan (also “PSP”) and a Restricted Share Plan (“RSP”) as a complementary structure for specific situations. 

Performance Share Plan

The Performance Share Plan consists of annually commencing individual performance share plans, each comprising a three-year performance period, followed by the payment of the potential share reward in listed shares of Metso. The commencement of each new individual Plan is subject to a separate Board approval.

Performance Share Plan 2025-2027

PSP 2025-2027 commenced in 2025 and the potential share rewards thereunder will be paid in spring 2028, provided that the performance targets set by the Board of Directors for the Plan are achieved.

The performance measures based on which the potential reward under PSP 2025-2027 will be paid are the absolute total shareholder return of Metso’s share, cumulative earnings per share and sales growth of the company’s Metso Plus offering.

Approximately 200 key employees of Metso, including the Leadership Team are eligible to participate in PSP 2025-2027. If all the performance targets set for PSP 2025–2027 are fully achieved, the aggregate maximum number of shares to be paid based on this Plan is approximately 2.25 million shares (referring to gross earning before the withholding of the applicable payroll tax).

Restricted Share Plan

The Restricted Share Plan consists of annually commencing restricted share plan, each comprising a three-year retention period and followed by the payment of the share rewards granted within the Plan in listed shares of Metso. The commencement of each new individual Plan is subject to a separate Board approval.

The purpose of the Restricted Share Plan is to serve as a complementary long-term retention tool for individually selected key employees of Metso in specific situations.

Restricted Share Plan 2025-2027

In December 2024, the Board of Directors decided to commence a new plan period for the complementary Restricted Share Plan. The share rewards potentially granted thereunder will be paid in spring 2028.

The aggregate maximum number of shares to be paid based on RSP 2025-2027 is approximately 450,000 shares (referring to gross earning before the withholding of the applicable payroll tax).

Status of the ongoing Metso PSP and RSP plans as of December 31, 2024

*) Maximum number of gross shares, taxes included, payable if the performance criteria are achieved in full