Outokumpu's President and CEO Kati ter Horst’s base salary is EUR 850,000 annually, including benefits. She is also entitled to a gross travel and housing allowance of EUR 80,000 per annum, and has a supplementary pension plan for EUR 170,000 yearly. Her regular incentive levels (in percentage of salary) are the same as they were for Heikki Malinen. Additionally, she received a sign-on bonus of EUR 106,250 and a grant of 150,000 restricted shares (gross) to be delivered in 2025, 2026 and 2027, in recognition of lost incentives from her previous assignment.
The service contract of the CEO is valid until further notice. The notice period is 9 months for Kati ter Horst and 6 months for the company. The severance payment in such a case is 12 months. Kati ter Horst’s retirement age is 65 years and besides the supplementary pension plan specified above, she participates in the Finnish statutory pension system.
The table below describes the remuneration paid to the CEO in 2024, when the company had two CEO's. Heikki Malinen’s base salary and incentive earning opportunity remained unchanged during 2024, but a supplementary pension plan was added to his remuneration package for EUR 200,000 yearly. He resigned on May 2 and his last day as a President and CEO was September 30. Consequently, no incentive will be paid out in 2025 based on the performance in 2024 and earlier. Heikki Malinen however received a short-term incentive for 2023 results and a share reward based on the performance from 2021 to 2023.
| Remuneration Paid to the ceo | 2024 (Kati ter horst) |
2024 (Heikki malinen) |
2023 |
|---|---|---|---|
| Base salary, EUR 1) | 232,440 | 723,810 | 986,160 |
| Short-term incentives, EUR 2) | 106,250 | 515,755 | 871,388 |
| Long-term incentives, EUR 2) | 0 | 507,097 | 728,208 |
| Benefits, EUR 3) | 42,560 | 166,511 | 16,923 |
| Total remuneration | 381,250 | 1,913,173 | 2,603,709 |
1) Heikki Malinen until September 30, 2024, Kati ter Horst as of October 1, 2024.
2) Incentives are entered in the table for the year when they are paid. Short-term incentives are typically earned during the previous year, however, in 2024, Kati ter Horst's short-term incentive was a sign-on bonus. Long-term incentives are earned during the previous three years.
3) Benefits include telephone, car and supplementary pension but exclude insurances and statutory pension.
Short-term incentive of the CEO
In 2024, the CEO’s short-term incentive earning opportunity stayed unchanged at 50% of the annual gross base salary on a target level and 100% on a maximum level. In 2024, adjusted EBIT fell below the threshold set in the short-term incentive plan. The plan therefore will not pay out, despite other targets being met.
| SHORT-term incentive earning opportunity (Heikki Malinen) | % 1) | EUR | ||
|---|---|---|---|---|
| Threshold | 0.5% | 4,750 | ||
| Target | 50% | 425,000 | ||
| Maximum | 100% | 950,000 | ||
1) Percentage of annual base salary.
| Short-term incentive earning opportunity and performance measures (Heikki Malinen) | ||||
|---|---|---|---|---|
| Performance measures | Weight | Achievement | Payout, % | Payout, EUR |
| Safety (TFIFR) 1) | 10% | 1.5 | 100% | 0 |
| Adjusted EBIT, EUR million | 70% | -43 | –% | 0 |
| Strategy implementation, score 1–5 2) | 20% | not applicable | not applicable | 0 |
| 100% | not applicable | 0 | ||
1) Total recordable injury frequency rate. Despite reaching maximum performance, the pay-out would have been zero for the CEO because of a contractor fatality that occurred in Mexico in January 2024.
2) Discretionary assessment of strategy phase two implementation and delivery of projects that are key for Outokumpu’s future. Not rated in 2024 due to significant negative changes in the market.
Long-term incentives and share ownership
In 2024, the long-term incentive target and maximum levels remained at 50% and respectively 75% of the annual base salary at time of grant. The Performance Share Plan (PSP) 2022–2024 partly met its performance criteria and the executives participating in the plan will receive in 2025 85.4% of the shares granted at target level. The CEO will not however receive this reward, since Heikki Malinen resigned and Kati ter Horst did not receive a grant under this plan.
| LONG-TERM EARNING OPPORTUNITY | |||||
|---|---|---|---|---|---|
| RSP 2024–2026 (ter Horst) | PSP 2024–2026 (ter Horst) |
PSP 2023–2025 (ter Horst) |
PSP 2022–2024 (Malinen) |
PSP 2021–2023 (Malinen) |
|
| Threshold1) | – | 25% | 25% | 25% | 25% |
| Target1) | – | 50% | 50% | 50% | 50% |
| Maximum1) | – | 75% | 75% | 75% | 75% |
| No of shares granted (gross)2) | 150,000 | 78,900 | 43,100 | 85,300 | 168,800 |
| Grant date | October 2, 2024 | October 2, 2024 | October 2, 2024 | March 15, 2022 | February 21, 2024 |
| No of shares earned (gross) | 0 | 123,730 | |||
| No of shares delivered (net) | 0 | 64,608 | |||
| Share delivery date | Vesting 1 by March 31, 2025, 2 by March 31, 2026 and 3 March 31, 2027 | By March 31, 2027 | By March 31, 2026 | By March 31, 2025 | By March 31, 2024 |
| Share price at delivery, EUR | – | 4.10 | |||
| Value of the reward (gross), EUR | 0 | 507,097 | |||
1) In percentage of annual base salary at the time of grant. Pay-out levels in percentage of annual base salary at the time of payment may differ, depending on salary and share price development. In PSP 2023–2025 and 2024–2026 the levels were prorated to time in position during the performance period.
2) Number of gross shares at target level. For PSP plans, the number of shares was determined using the average share price of 90 calendar days prior to Board approval.
| LONG-term performance measures | |||
|---|---|---|---|
| PSP 2024–2026 |
PSP 2023–2025 |
PSP 2022–2024 | |
| Return on the capital employed | |||
| Weight | 80% | 80% |
80% |
| Measurement | Average of 2024, 2025 and 2026 | Average of 2023, 2024 and 2025 |
Average of 2022, 2023 and 2024 |
| Outcome | 8.8% = 69% pay-out | ||
| CO2 emissions per ton crude steel | |||
| Weight | 20% | 20% | 20% |
| Measurement | SBTi target 2026 (1.46) | SBTi target 2025 (1.52) | SBTi target 2024 (1.58) |
| Outcome | 1.42 = 150% pay-out | ||
| Total outcome (weighted average) |
85.4% | ||
The members of Outokumpu’s Leadership Team, including the CEO, are expected to own Outokumpu shares they receive in the company’s share-based incentive programs corresponding to at least the value of their annual gross base salary. Half of the net shares received from the share-based incentive programs must be used to fulfil that ownership recommendation.
| Shareholding of the CEO | ||
|---|---|---|
| On December 31 | 2024 (Kati ter Horst) | 2024 (Heikki Malinen) |
| No of shares owned | 36,609 | 117,381 |
| Closing share price, € | 2.905 | 4.484 |
| Value of the shares, € | 115,064 | 526,247 |
| Value of the shares in % of annual base salary | 14% | 55% |
Up-to-date information on the shares owned by the CEO can be found in Management shareholding.
For information on the CEO remuneration, please also check our latest Remuneration report or earlier Remuneration statements.