The share-based long-term incentive scheme of the management and key employees of Neste Corporation

Neste Corporation, Stock Exchange Release, 12 June 2025 at 6.30 pm (EET)

The Board of Directors of Neste Corporation has decided on the continuation of 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.

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.

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.

The next plan within the Performance Share Plan scheme, PSP 2025‒2027, commences effective as of the beginning of 2025 and the potential share reward thereunder will be paid during the first half of 2028. The payment of the reward is conditional on the achievement of the performance metrics the Board of Directors has set for the plan.

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.

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

If all the performance metrics set for PSP 2025‒2027 plan are fully achieved, the aggregate maximum number of shares to be paid based on this plan is approximately 1,940,300 shares (referring to gross earning, from which the applicable payroll tax is withheld, and the remaining net value is paid to the participants in shares).

The estimated aggregate gross value of this plan, based on the current value of the share of Neste, is approximately EUR 16.8 million. The materialized value of the plan may deviate from this estimate as a result of share price development and the degree to which the performance metrics set for the plan are achieved.

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.

The next plan within the Restricted Share Plan scheme, RSP 2025-2027 commences effective as of the beginning of 2025, and the potential share reward thereunder will be paid during the first half of 2028 at the latest.

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.

The aggregate maximum number of shares to be paid based on RSP 2025-2027 is approximately 194,030 shares (referring to gross earning, from which the applicable payroll tax is withheld, and the remaining net value is paid to the participants in shares).

The estimated aggregate gross value of this plan, based on the current value of the share of Neste, is approximately EUR 1.7 million. The materialized value of the plan may deviate from this estimate as a result of share price development and the amount of share grants made based on the plan.

Other terms

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. 

Neste applies a share ownership policy to the members of the Neste Leadership Team. The members of Neste Leadership Team shall 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 their annual gross base salary.

The Board of Directors anticipates that no new shares will be issued based on the share-based incentive scheme and that the scheme will, therefore, have no dilutive effect on the registered number of the Company's shares.

Neste Corporation
The Board of Directors

For more information:

Pasi Laine, Chair of the Board of Directors, Neste

Please contact Neste's media service, tel. +358 800 94025 / media@neste.com (weekdays from 8.30 a.m. to 4.00 p.m. EET). Please subscribe to Neste's releases at https://www.neste.com/for-media/releases-and-news/subscribe.

Neste in brief

Neste (NESTE, Nasdaq Helsinki) creates solutions for mitigating climate change and accelerating a shift to a circular economy. The company is the world’s leading producer of sustainable aviation fuel (SAF) and renewable diesel, enabling its customers to reduce their greenhouse gas emissions. Neste refines waste, residues and other renewable raw materials to high-quality renewable fuels at its refineries located on three continents. The company’s annual renewable fuels production capacity will be increased to 6.8 million tons in 2027. 

Neste has high standards for sustainability and the company has consistently been recognized by several leading sustainability indices. In 2024, Neste's revenue stood at EUR 20.6 billion. Read more: neste.com