The Company’s compensation policy was approved at a Board of Directors meeting and all executive officers have at least one sustainability target linked to their variable compensation (representing at least 10% of their short-term variable compensation).
Below is the compensation structure of Suzano’s Executive Board:
Fixed Compensation
Members of the Executive Board will be entitled to fixed compensation, which is established in accordance with market standards and is designed to compensate, attract and retain executives who add value to the Company’s results.
Variable Compensation
Executive Board members are entitled to variable compensation and short-term incentive plans to reward them for achieving targets that sustain the Company’s short-term strategy.
They are also entitled to long-term incentive plans which, through phantom shares, reward executives for achieving long-term targets that sustain the medium- and long-term strategic goals of the Company.
Both types of variable compensation are designed to align executive compensation with the goals of shareholders and the sustainability of the Company.
Both the fixed and variable compensation of Executive Board members are established in accordance with market standards, based on research conducted by renowned consulting firms specializing in the subject.
The table below indicates the percentage of the portion of fixed compensation (salary / management fees (pro labore), direct and indirect benefits and post-employment benefits), short-term variable compensation (bonus and profit sharing) and long-term variable compensation (share-based) for 2022:
Fixed Compensation |
Short-Term Variable Compensation |
Long-Term Variable Compensation |
39% |
15% |
46% |
Benefits
The Company grants the following benefits to Executive Board members: food and meal vouchers, group life insurance, personal accident insurance, private pension plan, health check-up, health plan, dental plan and vehicle.
Similar to compensation, the benefits too are established according to market standards through research conducted by a renowned consulting firm specializing in the subject.
Measurement - Total Shareholder Return (TSR)
Total Shareholder Return is a concept used to measure the performance of different companies’ shares in a given period, combining the stock price to show the total return for shareholders. The share price at the time of redemption is multiplied by the TSR during the period (which varies between 75% and 125%), depending on the performance of the SUZB3 share in relation to its industry peers in Brazil – “Reference Group.”
TSR is calculated based on the variation in the share price (average of the last 90 trading sessions) of the “Reference Group” on the grant date and the redemption date. The return on Suzano’s shares (SUZB3) during the period will then be compared to that of the “Reference Group” and, depending on its position in the comparison, we have the following TSRs:
The companies in the “Reference Group” are:
Reference Group |
Stock Exchange |
Klabin |
B3 |
Empresas CMPC |
Santiago Stock Exchange |
International Paper |
NYSE |
Suzano |
B3 |
UPM |
Helsinki Stock Exchange |
Ranking - TSR |
Performance Factor |
1st |
125% |
2nd |
112.5% |
3rd |
100% |
4th |
87.5% |
5th |
75% |
Number of shares/phantom shares held by the Executive Board in the 4th quarter of 2022:
Programs |
2022 |
2023 |
2024 |
2025 |
2026 |
Total |
Long-Term Incentive Plan* |
- |
44,690 |
218,317 |
921,264 |
31,757 |
1,216,028 |
Share Appreciation Right** |
20,557 |
118,747 |
75,425 |
152,504 |
- |
367,233 |
Share Performance Plan*** |
- |
- |
111,685 |
113,161 |
- |
224,846 |
Total |
20,557 |
163,437 |
405,427 |
1,186,929 |
31,757 |
1,808,107 |
Code of Conduct
Suzano’s Code of Conduct is widely disseminated to all stakeholders to express and reaffirm our business commitment and what we expect from our business partners.
Another channel is the External Ombudsman, managed by an independent company, which also receives reports by telephone (0800 771 4060) and email: ouvidoriaexterna@austernet.com.br.