28. Share-based compensation

Share-based remuneration arrangements: Board of Management

A share plan is in place for the Board of Management. The (former) members of the Board of Management have a total of 237,889 unvested share rights in the company as at 31 December 2024 (2023: 148,560). The nominal amount of the shares which are claimable under unvested share rights equals € 59,472 per that date.

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. 

In 2024, a new share plan was introduced. 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 35% of the LTIP.

2. 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.

3. 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 20% of the LTIP.

4. A target based on return on sustainability goals, a threshold (minimum) and a range around the performance target to determine the actual payout for 25% of the LTIP.

For the share plans 2021, 2022, and 2023 the following conditions are in place. 

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. 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 2024 was € 20.92 per share (2023: € 28.52). The fair value of the market-based components of the above-mentioned performance-related shares allocated in 2024 was € 26.35 per share (2023: € 35.28). 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)