27. Share-based compensation

Share-based remuneration arrangements: Board of Management

A share plan is in place for the Board of Management. The members of the Board of Management have a total of 148,560 unvested share rights in the company as at 31 December 2023 (2022: 144,599). The nominal amount of the shares which are claimable under unvested share rights equals € 37,140 per that date.

The share grant program was introduced in 2020 as part of the new remuneration policy adopted by the annual General Meeting of Shareholders (AGM) on 29 June 2020, measuring performance over a period of three calendar years. Each year members of the Board of Management are entitled to a conditional grant of Corbion shares. There are two target levels for this incentive: one applies to the CEO and one to the CFO. The CEO is entitled to a conditional share grant value of 120% of base salary. The CFO is entitled to a conditional share grant value of 100% of base salary. The total number of conditionally granted shares is determined by dividing the at target amount applicable for the respective Board member (as a percentage of base salary) by the share price. The share price is defined as the average closing price of the Corbion share during the last full calendar quarter preceding the conditional grant of shares.

At the beginning of the three-year performance period, targets for the LTIP are set by the Supervisory Board as follows.

1. The Total Shareholder Return (TSR) performance is benchmarked against the TSR performance of Corbion’s TSR peer group and the relative ranking determines the actual payout for 30% of the LTIP.

2. A target based on organic sales growth, a threshold (minimum) and a range around the performance target to determine the actual payout for 25% of the LTIP.

3. A target based on adjusted EBITDA, a threshold (minimum) and a range around the performance target to determine the actual payout for 20% of the LTIP.

4. A target based on return on capital employed (ROCE), a threshold (minimum) and a range around the performance target to determine the actual payout for 12.5% of the LTIP.

5. A target based on return on sustainability goals, a threshold (minimum) and a range around the performance target to determine the actual payout for 12.5% of the LTIP.

Prior to each conditional grant the Supervisory Board sets a target level for the performance measures, i.e. organic net sales growth, adjusted EBITDA, ROCE, and sustainability. A threshold performance level is determined below which no pay-out is granted and a maximum performance level where maximum pay-out is reached.

Movements in number of unvested shares of the Board of Management (at maximum)

Valuation model and input variables

The fair value of the non-market-based components of the above-mentioned performance-related shares allocated in 2023 was € 28.52 per share (2022: € 31.84). The fair value of the market-based components of the above-mentioned performance-related shares allocated in 2023 was € 35.28 per share (2022: € 38.79). The fair value of the market-based components is estimated by using the Black & Scholes model and the assumptions set forth below.

Share-based remuneration arrangements: senior management

An equity-settled plan similar to the program for the Board of Management is in place for senior management.

Movements in number of unvested shares of senior management (at maximum)

The CFO has 6,019 outstanding shares related to commitment awards. These shares were granted before he was appointed as CFO and are held in a separate blocked account until the end of his employment at Corbion.