Outokumpu’s Board members are compensated for their time, commitment, knowledge, and required experience for contributing to the long-term financial performance and success of the company. In 2024, the composition of the Board remained unchanged except for Kati ter Horst who left the Board on September 30, upon her becoming President and CEO of Outokumpu. Observing general market trends and in accordance with the proposal by the Nomination Board, the Annual General Meeting 2024 decided to increase the remuneration of the Board of Directors as presented in the table below.
| SET fees of the Board of Directors | ||||
|---|---|---|---|---|
| 2024 | 2023 |
|||
| Position | Annual remuneration, EUR | Meeting fee, EUR/meeting | Annual remuneration, EUR | Meeting fee, EUR/meeting |
| Chairman of the Board | 180,000 | 800/1,600* | 174,000 | 800/1,600* |
| Vice Chairman of the Board and Chairman of the Audit Committee | 96,500 | 800/1,600* | 93,500 | 800/1,600* |
| Board members | 75,000 | 800/1,600* | 72,500 |
800/1,600* |
*) 1,200/1,600 euros per meeting for a meeting held outside a country of residence.
40% of the annual remuneration is paid in the company’s own shares using treasury shares
or shares to be purchased from the market at a price formed in public trading and in
accordance with the applicable insider regulations.
If a Board member, on the date of the Annual General Meeting, owns shares of the
company, which based on the closing price of that day represent a value exceeding the
annual remuneration, he or she can opt to receive the remuneration in cash.
The annual fee is paid once a year, and in addition to the annual remuneration, all the
members of the Board of Directors are paid a fee for each meeting they attend. The
members of the Board are not entitled to any other share-based rewards. The Board
members are not eligible for any pension schemes.
| ANNUAL COMPENSATION in 2024 | ||||
|---|---|---|---|---|
| Board member |
Share |
Cash portion |
Meeting fees1) |
Total |
| Kari Jordan, Chairman | 180,000 | 22,640 | 202,640 | |
| Kati ter Horst,Vice Chairman2) | 96,500 | 24,000 | 120,500 | |
| Heinz Jörg Fuhrmann, Member | 30,446 | 44,554 | 28,800 | 103,800 |
| Päivi Luostarinen, Member | 30,446 | 44,554 | 16,800 | 91,800 |
| Jyrki Mäki-Kala, Member and Chairman of the Audit Committee | 39,179 | 57,321 | 16,800 | 113,300 |
| Petter Söderström, Member | 30,446 | 44,554 | 16,800 | 91,800 |
| Pierre Vareille, Member | 30,446 | 44,554 |
32,000 | 107,000 |
| Julia Woodhouse, Member | 30,446 | 44,554 | 42,0003) | 117,000 |
| Total | 191,409 | 556,591 | 199,840 | 947,840 |
1) Meeting fees are entered in the table on the year when they are paid and include committee meeting fees.
2) Vice Chairman until September 30, 2024.
3) Meeting fees include EUR 14,000 meeting fees for the ESG (environmental, social and governance) Board.
| ANNUAL COMPENSATION PAID IN 2023 | ||||
|---|---|---|---|---|
| Board member | Share portion | Cash portion | Meeting fees1) | Total |
| Kari Jordan, Chairman | 0 | 174,000 | 18,886 | 192,886 |
| Kati ter Horst, Vice Chairman | 0 | 93,500 | 26,750 | 120,250 |
| Heinz Jörg Fuhrmann, Member | 29,458 | 43,042 | 21,843 | 94,343 |
| Päivi Luostarinen, Member | 29,458 | 43,042 | 20,625 | 93,125 |
| Jyrki Mäki-Kala, Member and Chairman of the Audit Committee, as of March 30, 2023 | 37,996 | 55,504 | 12,800 | 106,300 |
| Petter Söderström, Member | 29,458 | 43,042 | 19,202 | 91,700 |
| Vesa-Pekka Takala, Member until March 30, 2023 | 0 | 0 |
7,614 | 7,614 |
| Pierre Vareille, Member | 29,458 | 43,042 | 25,338 | 97,838 |
| Julia Woodhouse, Member | 29,458 |
43,042 | 40,9432) | 113,443 |
| Total | 185,286 |
538,214 | 194,001 |
917,501 |
1) Meeting fees have been entered in the table on the year when they have been paid and include committee meeting fees.
2) Meeting fees include 10,500 € meeting fees of the ESG (Environment, Social and Governance) Advisory Council.