Remuneration report 2024

^{ⓘ This chapter includes disclosures related to ESRS 2 and GOV3} (new window)^.

Remuneration for the Board of Management

Remuneration Policy and its implementation in 2024

The current Remuneration Policy was updated and approved by the annual General Meeting of Shareholders in 2024. The full Remuneration Policy is available on Corbion's website (new window). This section describes how the Remuneration Policy has been implemented in 2024.

The Remuneration Policy has the ambition to align with and support the business and sustainability strategy of Corbion, creating sustainable long-term stakeholder value whilst providing the Board of Management with an internationally competitive and balanced remuneration package compared to companies with a similar size and international scope.

The implementation of the Remuneration Policy contributes to long-term value creation as follows. As a guiding principle, the Remuneration Policy emphasizes accountability and pay-for-performance. It is designed with the majority of the remuneration at-risk through short and long-term incentives and is weighted towards the long term. This variable compensation is a mix of financial and non-financial metrics, reflecting Corbion’s balanced focus on creating sustainable long-term value creation while delivering on its short-term objectives. The short-term performance metrics are designed to drive achievement of operational targets that are required for the successful execution of the strategy. The long-term performance metrics are aimed at the delivery of strategic targets and sustainable long-term goals.

Remuneration reference levels

The total remuneration level consists of base salary, benefits allowance, short-term incentive and long-term incentive. The levels of these elements are based on a reference group of 18 companies and take into account the international guidelines as set by leading shareholder advisors. Included are nine European companies that are active in the same or comparable industries as Corbion. In addition, nine Dutch general industry companies are included that operate within the same governance system and societal context. Every two years, a reference check is performed to independently benchmark the total compensation levels against the reference group.

The base salary compared to the at-target percentages of the short-term and long-term incentives for the CEO and CFO yield the following overviews:

Base salary

Members of the Board of Management receive a base salary. In accordance with the Remuneration Policy, periodic reviews are conducted to assess whether an adjustment to the base salary is warranted, based on the median total direct compensation of the designated reference group.

The actual base salary of the Board of Management members is determined by the Supervisory Board taking into account the median of the total direct compensation of the reference group and is based on personal performance delivery. There are no automatic increases in the actual base salary levels. As per 1 April 2024, the annual base salary for Olivier Rigaud (CEO) amounted to € 725,000. Peter Kazius became CFO per 15 May 2024. His annual base salary per that date amounted to € 425,000.

Benefits allowance

Corbion does not provide (social) benefits such as a company car, individual retirement, medical or life insurance to members of the Board of Management. Therefore, and in accordance with the management services agreements, each member of the Board of Management is provided with a benefits allowance. This is a fixed annual amount of € 200,000 for the CEO and € 150,000 for the CFO to cover the cost of these types of expenses.

Short-Term Incentive Plan (STIP)

Entitlements and performance measures

Members of the Board of Management are eligible for a short-term incentive. The STIP rewards operational performance delivery on an annual basis and is aimed at profitably growing Corbion's business in line with the strategy. The STIP pay-out at-target level is set at 60% of base salary for the CEO and 50% for the CFO.

The STIP performance measures are organic net sales growth, adjusted EBITDA, Free Cash Flow, and operational Sustainability metrics.

For 2024, the Social Sustainability measure focused on safety and more specifically, the Total Recordable Injury Rate (TRIR), and the focus for the Environmental Sustainability measure was the energy per ton of product.

Performance targets and pay-out levels

At the beginning of each year, the Supervisory Board establishes target levels for each performance measure based on previous year’s performance, the annual budget, and the longer-term strategic plan. A threshold performance level is determined, below which no payout is granted, and a maximum performance level is established for full pay. Achievements up to the maximum performance level are rewarded in cash. For performance exceeding the maximum level, payouts are made in shares, which are subject to a three-year lock-up period.

The following table presents the performance levels and performance bandwidths.

Pay-out for STIP 2024

For 2024, the Supervisory Board applied the performance bandwidth as stated above.

The payout for the Board of Management members regarding the various measures lead to an overall payment of 143.3% for STIP 2024 based on achievements as mentioned in the following table.

For Sustainability, the targets and achievements were as follows. For safety/TRIR, the target was 0.60, which was not achieved (the 0.60 is based on our internal definition of total recordable injuries per 200,000 hours, translating into a target of 3.00 based on the CSRD definition of the TRIR (per mln hours), which is the definition used in the Sustainability statements (new window) from this year onwards). For energy, the target was the number of Corbion sites (target was three sites) that achieved specific energy targets related to the energy per ton of product. This target was overachieved as six sites achieved the specific energy targets.

This resulted in (i) a payment in cash of € 547,230 for Olivier Rigaud and of € 267,325 for Peter Kazius, and (ii) a payment in shares of 3,284 shares for Olivier Rigaud (representing a value of € 76,125 at the time of vesting based on a vesting price of € 23.18) and 1,604 shares for Peter Kazius (representing a value of € 37,188 at the time of vesting based on a vesting price of € 23.18.

Long-Term Incentive Plan (LTIP)

Entitlements and performance measures

Members of the Board of Management are eligible for a long-term incentive aimed at fostering value creation in alignment with the interests of all stakeholders of Corbion. This incentive is assessed over a performance period of three calendar years and is paid out in shares, which are subject to a shareholding requirement. Each year, members of the Board of Management are entitled to a conditional grant of shares under this LTIP arrangement, with the value of the grant set at 120% of base salary for the CEO and at 100% for the CFO.

The following table presents the LTIP performance measures with their weights.

Performance targets and pay-out levels

Prior to each conditional grant the Supervisory Board sets target levels for the LTIP performance measures.

For the 2024-2026 series, relative TSR performance, threshold pay-out is set at meeting the eighth position in the peer group. Target pay-out is achieved at the fourth and fifth position in the peer group and maximum pay-out is achieved at reaching the first and second position in the peer group.

The following table illustrates the ranking and corresponding vesting percentage.

At the end of the three-year performance period, relative TSR performance of the company versus the TSR peer group will be independently assessed by a leading bank in the Netherlands.

For the 2024–2026 series, the sustainability performance measures are set for reduction of scope 1 and 2 emissions and SDG contribution.

The following table presents the performance levels and performance bandwidths.

Pay-out for the LTIP 2021–2023 series and granted shares for the LTIP 2024–2026 series

The following table presents the number of conditionally granted, but not yet vested shares, as per 1 January 2024 for each of the members of the Board of Management.

The LTIP 2021–2023 series has led to a total payout of 76.2% of the at-target LTIP for Olivier Rigaud, as shown in the following table. Olivier Rigaud used the option of selling shares to finance the income tax due on the vested shares.

For TSR, an actual pay-out level of 0% was achieved as Corbion ranked 13th in the peer group.

The following table represents the number of vested shares and their value for the members of the Board of Management. In addition, the conditionally granted shares are mentioned with their value on grant date. For the series LTIP 2024-2026 the grant date has changed to 1 January, in order to change the vesting period of three years to the beginning of the year (first time 2027). 

The overview below shows the number of conditionally granted but not yet vested shares as per 31 December 2024 for each of the members of the Board of Management, the grant price of the granted shares, and the remaining vesting period.

Overview remuneration

The total annual remuneration for the current Board of Management in 2024 amounted to € 2.7 million (on an annualized basis) including STIP over 2024 (2023: € 1.6 million for current Board of Management members). The table below shows the amounts the respective member of the Board of Management received/was entitled to in 2024 in terms of base salary, STIP, benefits allowance and received/was entitled to in 2024 by way of vesting (LTIP).

As no payment for STIP 2023 was made and the STIP 2024 resulted in pay-out, the ratio of fixed versus variable remuneration changed in 2024 compared to 2023. The ratio of the fixed remuneration (base salary and benefits allowance) versus the variable remuneration (STIP, LTIP, and other compensation) is 52% for Olivier Rigaud versus 48% (was 58%/42%), and 64% versus 36% for Peter Kazius (on an annualized basis).

The following table shows the remuneration costs based on the applicable IFRS standard and does not necessarily reflect the actual amounts paid.

Internal pay ratios and five-year performance overview

In line with good corporate governance practices regarding remuneration policies, Corbion measures the internal pay ratios within the company on a yearly basis. More specifically, Corbion has calculated the pay ratio of the Board of Management relative to the average company employee. For the Board of Management, the total remuneration cost (based on IFRS) is used. The average remuneration of all Corbion employees is calculated as the total remuneration of all Corbion employees on an IFRS basis (see Note 6 to the Consolidated Financial Statements) divided by the average number of Corbion employees on an FTE basis. The average number of FTEs is calculated on a monthly basis. The average remuneration of all Corbion employees in 2024 amounted to € 95,683 (2023: € 85,314).

For the CEO, the pay ratio to the average employee is 25.3 (2023: 20.3) and for the CFO it is 9.5. The overview below shows, for the last five financial years, the total remuneration (based on IFRS) of the CEO, the current and former CFO (as the current CFO started in May 2024), th average remuneration of all Corbion employees, the internal pay ratios, and the adjusted EBITDA and earnings per share (EPS) of Corbion.

Shares in the capital of the company

As at 31 December 2024, Corbion had a capital interest of 0.2%, amounting to 117,217 shares. In 2024, Corbion neither issued new shares nor repurchased shares for the LTIP programs for the Board of Management or (senior) management.