Long-term share incentive plan 2022-2026
Decision-making
In December 2021, the Board of Directors of Kemira Oyj decided to establish a long-term share incentive plan for the years 2022-2026 directed to a group of key employees in Kemira.
Earning periods and criteria
The long-term share incentive plan includes three three-year performance periods: years 2022-2024, 2023-2025 and 2024-2026.
In the beginning of each performance period, the Board of Directors decides on the plan’s performance criteria, the required performance levels for each criterion, and the plan’s participants and share allocations during the performance period.
- During the performance period 2022-2024, the long-term share incentive plan is directed to approximately 90 people. The rewards potentially payable on the basis of the performance period 2022-2024 may amount up to a maximum total of 643,500 Kemira Oyj shares.
- The performance criteria for 2022-2024 are the following: Average Intrinsic Value (2022-2024) and Average Organic Revenue Growth % p.a. (2022-2024). The possible reward is paid in 2025.
Rewards
The potential reward will be paid partly in Kemira’s shares and partly in cash. The cash portion is intended to cover the taxes and tax-related costs arising from the reward to the participant.
Employment
As a rule, no reward will be paid, if a participant’s employment or service ends before the reward payment.
Clawback
Clawback provisions apply to plan rewards in exceptional circumstances, such as misconduct or misstatement of financial results.
Share ownership guidelines
The Board of Directors recommends that a member of the Management Board will own such number of Kemira’s shares that the total value of his or her shareholding corresponds to the value of his or her annual gross salary as long as the membership continues. If this recommendation is not yet fulfilled, the Board of Directors recommends that a member of the Management Board will hold 50 per cent of the number of shares given on the basis of this plan also after the end of the restriction period, as long as his or her shareholding in total corresponds to the value of his or her annual gross salary.
Long-term share incentive plan 2019-2023
Decision-making
In December 2018, the Board of Directors of Kemira Oyj decided to establish a long-term share incentive plan for the years 2019 – 2023 directed to a group of key employees in Kemira. The Personnel and Remuneration Committee received advice for the planning work of the long-term share incentive plan from an external incentive advisor.
Earning periods and criteria
The long-term share incentive plan includes two one-year performance periods, years 2019 and 2020, and three three-year performance periods: years 2019-2021, 2020-2022 and 2021-2023. This structure enables a gradual shift from one-year performance periods to three-year performance periods. In the beginning of each performance period, the Board of Directors decides on the plan’s performance criteria, the required performance levels for each criterion, and the plan’s participants and share allocations during the performance period.
- For the performance period 2019, the performance criterion was Kemira Group’s Intrinsic Value, and the reward was paid out in 2020. The outcome for the 2019 performance period was 100%.
- For the performance period 2019-2021, the performance criterion is Kemira Group’s average Intrinsic Value 2019-2021, and the potential reward is paid out in 2022. The outcome for the 2019 performance period was 86%.
- During the performance periods 2019 and 2019-2021, the long-term share incentive plan was directed to approximately 90 people. The rewards potentially payable on the basis of the performance periods 2019 and 2019-2021 may amount up to a maximum of 643,500 Kemira Oyj shares. The outcome of the 2019 performance period was 100% and the outcome of the 2019-2021 performance period was 85%.
- For the performance period 2020, the performance criterion was Kemira Group’s Intrinsic Value, and the reward will be paid out in 2021. The outcome for the 2020 performance period was 68%. For the performance period 2020-2022, the performance criterion are Kemira Group’s average Intrinsic Value 2020-2022 and Kemira Group’s average Organic Growth % p.a. 2020-2022, and the potential reward will be paid out in 2023.
- During the performance periods 2020 and 2020-2022, the long-term share incentive plan is directed to approximately 90 people. The rewards potentially payable on the basis of the performance periods 2020 and 2020-2022 may amount up to a maximum total of 643,500 Kemira Oyj shares.
- For the performance period 2021-2023, the performance criterion are Kemira Group’s average Intrinsic Value 2021-2023 and Kemira Group’s average Organic Growth % p.a. 2021-2023, and the potential reward will be paid out in 2024.
- During the performance period 2021-2023, the long-term share incentive plan is directed to approximately 90 people. The rewards potentially payable on the basis of the performance period 2021-2023 may amount up to a maximum total of 643,500 Kemira Oyj shares.
- Intrinsic Value is defined as: operative EBITDA * 8 – net debt
Rewards
The potential reward will be paid partly in Kemira’s shares and partly in cash. The cash portion is intended to cover the taxes and tax-related costs arising from the reward to the participant.
Restriction
For the one-year performance periods (2019 and 2020), the shares paid as reward may not be transferred during the restriction period, which will end two years from the end of the performance period. No restriction period applies to the three-year performance periods.
Employment
As a rule, no reward will be paid, if a participant’s employment or service ends before the reward payment. Should a participant’s employment or service end during the restriction period, as a rule, he or she must gratuitously return to the company the shares given as reward.
Clawback
Clawback provisions apply to plan rewards in exceptional circumstances, such as misconduct or misstatement of financial results.
Share ownership guidelines
The Board of Directors recommends that a member of the Management Board will own such number of Kemira’s shares that the total value of his or her shareholding corresponds to the value of his or her annual gross salary as long as the membership continues. If this recommendation is not yet fulfilled, the Board of Directors recommends that a member of the Management Board will hold 50 per cent of the number of shares given on the basis of this plan also after the end of the restriction period, as long as his or her shareholding in total corresponds to the value of his or her annual gross salary.