Shareholders Payout

Fixed payment

The fixed portion of our executives’ payments is defined and adjusted in accordance with the professional’s merit in the performance of their duties, based on a performance assessment for that period. It can also be in step with the market, in case our annual research identifies any imbalances. These changes must be put forward by our People, Governance, and Appointments Committee and approved by our Managing Board.

The performance assessment takes into account financial results, EBIT, free cash flow, individual targets, specific projects, and the area.

Short-term incentives (STI)

The variable portion of the remuneration is fully linked to meeting the goals defined for the year. They vary according to the degree of achievement or overcoming of goals and affect all executives in the organization.

Our main performance indicators are linked to our financial results. The company also establishes specific projects and goals for each business area and a set of individual goals for each administrator, in the concept of goals contract. In line with our ESG strategy, targets linked to variable compensation are also linked to environmental and social issues and to levels of governance, which vary according to the area. Such targets represent 10% of the variable remuneration.

Long-Term Incentives (LTI)

Long-term Incentive (LTI) plans contribute to these goal aligning the interests of Dexco’s directors and shareholders.

The LTI may correspond to 25% of total earnings.

Plans include Performance Shares and Matching incentives. They ensure our directors can subscribe to Dexco’s common stocks within authorized capital limits. However, stock options are only granted in relation to periods sufficient profits were made to allow shareholders to be paid mandatory dividends.

Performance Shares

Our executives (CEO, VPs, and statutory directors) are granted shares issued by Dexco provided they meet their performance targets. This payment is released based on Dexco’s five-year strategic plan.

The performance target is set annually by our People, Governance, and Appointments Committee and approved by our Managing Board. Share transfers are subject to a five-year grace period and the participant’s continuity at Dexco.

The number of shares will be calculated using the average trading price as a baseline. In case of dismissal without cause or no job reinstatement, from the 37th month onwards, the participant will receive, after a five-year period, an amount of shares that corresponds to time worked. However, if the participant quits Dexco, they will lose their stock options, regardless of time elapsed.

Matching

We invite the beneficiary to purchase the company’s shares, investing a percentage of their net Short-Term Incentive earnings. Share matching will occur as follows:

Four years after the initial investment, Dexco transfers 50% of the shares to the beneficiary, who may sell only the transferred shares;
The full 100% matching occurs when the investment is kept for five years. After that, 50% of the remaining shares are transferred to the beneficiary. However, in case they sell the shares before the end of the grace period, the beneficiary loses the right to matching;
The transfer is also conditioned to the beneficiary’s continuity at Dexco. If they are dismissed without cause or don’t have their job reinstated, from the 13th month on, they will be entitled to matching pro rata temporis, to be paid off by the end of the five-year period. The matching plan will apply only to non-employee directors (statutory directors).