UPM Annual Report 2025
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Governance
Accounts and performance
Remuneration Report
Corporate Governance Statement
Board of Directors
Group Executive Team
Remuneration Report 2025
1. Foreword from UPM’s Remuneration Committee Chair
2. Introduction
This Remuneration Report 2025 (the Report) presents the remuneration of the members of the Board of Directors (the Directors) and the President and CEO (the CEO) of UPM-Kymmene Corporation (the company or UPM) for the 2025 financial year. The Report was prepared in accordance with the requirements set forth in the Finnish Limited Liability Companies Act, the Finnish Securities Markets Act, Decree of the Ministry of Finance on the remuneration policy and remuneration report of a share issuer, and the Finnish Corporate Govern ance Code 2025. The Report was prepared by the Board
of Directors’ Remuneration Committee and Nomination and Governance Committee and approved by the Board of Directors (the Board) for presentation and adoption at the 2026 Annual General Meeting (the AGM). The resolution of the general meeting on the Report is advisory. The 2025 AGM adopted the Remuneration Report for the 2024 financial year without a full vote count, as this is not carried out at physical general meetings unless specifically requested at the meeting. The company’s statutory auditor has verified that the information required by the above-mentioned Decree of the Ministry of
Finance has been provided in the Report. According to the Finnish Limited Liability Companies Act, the remuneration policy shall be presented to the general meeting every four years, unless a revised remunera tion policy is presented to the general meet ing before then. UPM’s Remuneration Policy (the Policy) was presented to the AGM in 2020 and 2024. The AGM adopted the Policy on both occasions without a full vote count. The resolution of the AGM is advisory. The Board’s Remuneration Committee and the Nomination and Governance Com mittee review the appropriateness of the Policy annually.
Dear Shareholders,
and capture growth in the future. In Fibres North, production was curtailed at the Finnish pulp mills due to high wood cost and low pulp prices. UPM Communication Papers implemented further capacity closures. UPM Adhesive Materials relocated production to lower-cost units, while at the same time, making growth investments in the U.S. and Southeast Asia. The Fibres South platform showed its competitiveness, achieving strong profitabili ty even during the low pulp prices. Our mile stone investment, the UPM Paso de los Toros pulp mill, performed well. The mill had its first full year of nominal capacity available, and the efficient railway to Montevideo fully operational. Our biorefinery in Leuna, Germany, be gan customer deliveries of industrial sugars during the fourth quarter, and is expected to bring further products to the market in the first half of 2026. The biorefinery is ex pected to reach full production and positive EBIT during 2027. In 2025, UPM started two significant portfolio projects. In September, we began a strategic review of the plywood business to identify ways to maximize its long-term po tential and shareholder value. This review is expected to be completed by the end of 2026. In December, we signed a letter of intent to form a graphic paper Joint Venture, which would include all the UPM Communication Papers business. The aim is to position the communication paper business for contin ued value creation for its customers in a way that benefits UPM shareholders. Application of the Remuneration Policy in 2025 The remuneration of the Directors and the President and CEO for the 2025 financial year was carried out in accordance with the Remuneration Policy. No temporary devia tions from the Policy were made, and no CEO
I’m pleased to present to you UPM’s Re muneration Report 2025. In this report we present the remuneration for UPM’s Board of Directors and the President and CEO for 2025 and how the remuneration is aligned with our Remuneration Policy and UPM strategy. We highly value the perspectives of our shareholders and remain committed to constructive dialogue. Feedback is actively considered, and where appropriate and con sistent with our governance principles, regu latory requirements and strategic priorities, it is reflected in our remuneration practices. Furthermore, we conduct regular market benchmarking to ensure that our remunera tion framework remains competitive across international markets, equitable, and aligned with the company’s strategic objectives, thereby supporting company’s long-term fi nancial success and the sustainable creation of shareholder value. UPM’s performance in 2025 The year 2025 started in a positive senti ment of market recovery across most UPM businesses. However, uncertainty in global trade soon ramped up significantly with the introduction of increased and changing tariffs between the U.S. and nearly all other regions in the world. The unusual uncer tainty impacted decision-making by the customers and muted consumer sentiment as the year progressed. Demand for UPM’s products remained slow and most market prices decreased. The uncertainty impacted UPM Fibres and UPM Communication Papers the most, while the other businesses were more resilient, even improving their perfor mances in the second half of the year from the previous year. UPM continued to implement competi tiveness and efficiency measures to protect profitability, prepare for market recovery,
or Director remuneration was reclaimed or restated during 2025. In 2025, the remuneration paid to and confirmed for the CEO was in line with the company’s Remuneration Policy, pay-for-per formance approach, based on the company’s performance, achievements, and progres sion toward ambitious strategic targets and priorities. Looking ahead to 2026 In addition to the strategic portfolio projects mentioned, UPM will focus on further im proving competitiveness, increasing capital efficiency, and strengthening its balance sheet. Following the recent investments, the company has a strong asset base to capture focused market growth opportunities in a capital-efficient way. The Board is dedicated to ensuring that the remuneration framework drives and rewards the achievement of strategic prior ities, promoting UPM’s long-term financial success, competitiveness, and favorable de velopment of shareholder value. The align ment of the interests of our shareholders and the remuneration is of high importance, therefore we aim to review the sharehold ing recommendation to ensure it remains aligned with the prevailing market practice. Finally, I wish to express our appreciation to all shareholders for their ongoing trust and support.
Remuneration and company performance over the last five financial years
2021 1) 195,000 140,000 115,000 35,000
2022 1) 200,000 140,000 115,000 35,000
2023 1) 218,000 145,000 120,000
2024 1) 231,000 145,000 120,000 45,000 25,000 20,000
2025 1) 240,000 150,000 120,000 50,000 30,000 20,000
Position/ Company measure
Chair of the Board (€)
Deputy Chair of the Board (€) Other member of the Board (€) Chair of the Audit Committee 2) (€)
35,000
Member of the Audit Committee 2) (€)
15,000
15,000
15,000
Chair of the Nomination and Governance Committee 2) (€)
20,000 20,000
20,000 27,500
20,000 27,500
Chair of the Remuneration Committee 2) (€)
27,500
27,500
Member of the Remuneration or the Nomination and Governance Committee 2) (€)
10,000
10,000
10,000
10,000
10,000
CEO, Jussi Pesonen (until Dec 31, 2023) (€1,000)
3,734
5,486
5,561
CEO, Massimo Reynaudo (from Jan 1, 2024 onwards) (€1,000)
1,418
1,387
UPM Average Employee 3) (€) Total Shareholder Return (%) 4)
52,235
52,940
63,266
60,128
62,119
+75
+29 14.0
+28
-9
-17
Comparable ROE, %
11.7
6.2
8.3
6.5
Comparable EBIT (€m)
1,471
2,096
1,013
1,224
921
1) For Board and Committee members, the reporting period is from the AGM to the following year’s AGM, but for the CEO, UPM Average Employee, and company performance it is a financial year. 2) The annual Committee fee is paid in addition to the annual base fee of the Chair, Deputy Chair, or other member of the Board of Directors. 3) UPM Average Employee remuneration is calculated by dividing the disclosed financial statement value of employee costs by the number of personnel at the end of the financial year in question (excluding the CEO and the remuneration paid to the CEO during the financial year). UPM Average Employee remuneration includes the following elements of employee costs: salaries, fees, and share-based payments. 4) Three-calendar-year absolute total shareholder cumulative return with dividends reinvested.
Martin à Porta Remuneration Committee Chair
108
109
UPM Annual Report 2025
UPM Annual Report 2025
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