Remuneration report 2025

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Remuneration for the Board of Management

Remuneration Policy

The current Remuneration Policy was approved by the annual General Meeting of Shareholders in 2024. The full Remuneration Policy is available on Corbion's website (new window).

The Remuneration Policy aims to align with and support Corbion's business and sustainability strategy, creating sustainable long-term stakeholder value. It also provides the Board of Management with an internationally-competitive and balanced remuneration package compared to companies of similar size and international scope.

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 determined based on a mix of financial and non-financial metrics, reflecting Corbion’s balanced focus on driving lasting stakeholder value 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 consists of base salary, benefits allowance, short-term incentive (STI) and long-term incentive (LTI). 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 2025, the annual base salary for Olivier Rigaud (CEO) amounted to € 760,000. As per 1 April 2025, the annual base salary for Peter Kazius (CFO) amounted to € 455,000.

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 Sales Growth, adjusted EBITDA, Free Cash Flow, and operational Sustainability metrics.

For 2025, 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 on energy efficiencies and management.

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 holding period.

The following table presents the performance levels and performance bandwidths.

Pay-out for STIP 2025

For 2025, 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 79.1% for STIP 2025 based on achievements as mentioned in the following table.

This resulted in a payment in cash of € 361,000 for Olivier Rigaud and of € 180,000 for Peter Kazius. There was no payment in shares.

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 share ownership 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 for the LTIP 2025-2027 series.

Performance targets and pay-out levels

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

The following table presents the performance levels and performance bandwidths for LTIP 2025-2027 series.

Pay-out for the LTIP 2022–2024 series and granted shares for the LTIP 2025–2027 series

The LTIP 2022–2024 series has resulted in a total payout of 49.7% 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. Due to the change in remuneration policy per 1 January, the performance measures and their weighting are different from the LTIP 2025-2027 series.

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.

The overview below shows the number of conditionally granted but not yet vested shares as per 31 December 2025 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 2025 amounted to € 2.4 million (on an annualized basis) including STIP over 2025 (2024: € 2.7 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 2025 in terms of base salary, STIP, benefits allowance and received/was entitled to in 2025 by way of vesting (LTIP).

The ratio of the fixed remuneration (base salary and benefits allowance) versus the variable remuneration (STIP, LTIP, and other compensation) is for Olivier Rigaud (CEO) 62% versus 38% (2024: 52%/48%), and for Peter Kazius (CFO) 75% versus 25% (2024: 64%/36%).

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 2025 amounted to € 99,108 (2024: € 95,683).

For the CEO, the pay ratio to the average employee is 21.6 (2024: 25.3) and for the CFO it is 11.2 (2024: 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), the 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 2025, Corbion had a capital interest of 1.07%, amounting to 623,570 shares. In 2025, Corbion repurchased 577,615 shares for the LTIP programs for the Board of Management and (senior) management.