Long-term share incentive plans

The objectives of the share-based long-term incentive scheme are to align the interests of Neste’ management and key employees with those of the Company’s shareholders and, thus, to promote shareholder value creation in the long term, to commit management to achieving Neste’s strategic targets and to retain its key employees.

LTI 2025

In June 2025, The Board of Directors of Neste Corporation decided on the share-based long-term incentive scheme targeted to the management and selected key employees of Neste. The decision includes a Performance Share Plan (also “PSP”) as the main structure and a Restricted Share Plan (also “RSP”) as a complementary structure for specific situations.

Performance Share Plan

The Performance Share Plan consists of annually commencing individual performance share plans, each with a three-year performance period, followed by the payment of the potential share reward. The potential reward will be paid in listed shares of Neste Corporation. The commencement of each individual plan is subject to a separate Board approval in each case.

PSP 2025-2027

The performance metrics based on which the potential share reward under PSP 2025‒2027 will be paid are Renewable Fuels Sales Volume and Neste comparable ROACE. The performance metrics of the scheme are strongly linked to Neste’s ambitious climate targets, such as the positive climate impact, carbon handprint, resulting from customers replacing fossil fuels with renewable fuels produced by Neste. Shares will vest in March 2028, no holding period.

Eligible to participate in PSP 2025‒2027 are approximately 120 individuals, including the members of Neste Leadership Team.

Reward payment

Awards vest in one tranche after three years. Participants will receive gross earning, from which the applicable payroll tax is withheld, and the remaining net value is paid to the participants in shares. 

Employment

If the individual’s employment with Neste terminates before the payment date of the share reward, the individual is, as a main rule, not entitled to any reward based on the plan.

Restricted Share Plan

The Restricted Share Plan consists of annually commencing individual restricted share plans, each with a restriction period with an overall length of three years. The company may during the plan period grant fixed share rewards to individually selected key employees. The rewards are paid after the end of the restriction period, at the latest during the first half of the fourth year of the individual plan. The rewards are paid in listed shares of Neste Corporation. The commencement of each individual plan is subject to a separate Board approval in each case.

The purpose of the Restricted Share Plan is to serve as a complementary long-term retention tool for individually selected key employees of Neste for individual retention and recognition and in other specific situations.

Reward payment

Participant will receive gross earning, from which the applicable payroll tax is withheld, and the remaining net value is paid to the participants in shares.

Employment

A precondition for the payment of the share reward based on the Restricted Share Plan is that the employment or service of the individual with Neste continues until the payment date of the reward.

LTI 2022

In February 2022, The Board of Directors of Neste Corporation decided on the share-based long-term incentive scheme targeted to the management and selected key employees of Neste. The decision includes a Performance Share Plan (also “PSP”) as the main structure and a Restricted Share Plan (also “RSP”) as a complementary structure for specific situations.

Performance Share Plan (PSP)

The Performance Share Plan consists of three annually commencing individual performance share plans, each with a three-year performance period, followed by the payment of the potential share reward. 

PSP 2023-2025

Performance measures are Relative Total Shareholder Return 2023–2025 (TSR, weight 80%) versus the STOXX Europe 600 index and Combined Greenhouse Gas Impact 2023–2025 (GHG, weight 20%) measured cumulatively in CO2 equivalent, shares will vest in March 2026, no holding period. 

Eligible to participate in PSP 2023‒2025 are approximately 150 individuals, including the members of Neste Leadership Team.

PSP 2024-2026

Performance measures are Relative Total Shareholder Return 2023–2025 (TSR, weight 80%) versus the STOXX Europe 600 index and Combined Greenhouse Gas Impact 2024–2026 (GHG, weight 20%) measured cumulatively in CO2 equivalent, shares will vest in March 2027, no holding period.

Eligible to participate in PSP 2024‒2026 are approximately 150 individuals, including the members of Neste Leadership Team.

Reward payment

Awards vest in one tranche after three years. Participants will receive gross earning, from which the applicable payroll tax is withheld, and the remaining net value is paid to the participants in shares.

Employment

If the individual’s employment with Neste terminates before the payment date of the share reward, the individual is, as a main rule, not entitled to any reward based on the plan.

Restricted Share Plan (RSP)

The Restricted Share Plan consists of annually commencing individual restricted share plans, each comprising a restriction period with an overall length of three years (RSP 2023-2025 and RSP 2024-2026). The company may during the plan period grant fixed share rewards to individually selected key employees.

The purpose of the Restricted Share Plan is to serve as a complementary long-term retention tool for individually selected key employees of Neste for individual retention and recognition and in other specific situations.

Reward payment

Participant will receive gross earning, from which the applicable payroll tax is withheld, and the remaining net value is paid to the participants in shares.

Employment

A precondition for the payment of the share reward based on the Restricted Share Plan is that the employment or service of the individual with Neste continues until the payment date of the reward.

Other terms to long-term share incentive plans

The amount of rewards payable to participants based on Neste's long-term incentive scheme is limited by a pay cap set by the company's Board of Directors. The pay cap which is applied to the incentive plans regarding the President and CEO and Neste Leadership Team members has been described in the respective sections.

Neste applies a share ownership policy to the members of the Neste Leadership Team. According to this policy:

The President and CEO is required to accumulate and maintain a shareholding which is equivalent to the annual fixed salary.

Each member of the Neste Leadership Team is expected to retain in their ownership at least half of the shares received under the share-based incentive programs of the company until the value of their share ownership in Neste corresponds to at least annual gross base salary.