Suzano's Remuneration Policy aims to establish concepts and guidelines for managing positions and remuneration, promoting the attraction and retention of professionals aligned with the company's principles, values, and culture.
Every year, our remuneration strategy is reviewed to ensure alignment with the main market practices and maintain our competitiveness. This review is based on surveys conducted by specialized consultants, using as reference companies that are competitors in the segments in which we operate, industry leaders, and with an unblemished reputation.
The Board approves the Remuneration Strategy and Policy of Directors, and any changes go through the Nomination and Remuneration Committee, which decides on the matter. This committee mostly comprises external remuneration consultants, who are independent members, reinforcing the impartiality of the process.
The company guarantees transparency by making the Remuneration Policy available in full on the corporate intranet, making it clear and accessible to all employees.
Throughout the year, Suzano conducts a structured communication process with its employees aligned with the remuneration cycles. Each stage is carefully planned and communicated to ensure that everyone understands the criteria and objectives of the remuneration practices—such as fixed remuneration, short—and long-term variable remuneration, and benefits.
In 2023, the company made significant progress in corporate governance by formalizing and obtaining approval for its Specific Clawback Policy, applicable to executive management, in compliance with recent NYSE requirements. The company had already voluntarily adopted similar mechanisms through malus and clawback clauses, demonstrating its commitment to responsibility and transparency in the remuneration structure of its senior executives.
The remuneration elements take into account the components described below.
A) Basic salary
The base salary is made up of the nominal monthly remuneration and is fundamentally important in determining the employee's total remuneration.
Through salary surveys with renowned external consultants, the salary table for the administrative public is structured and updated, and for the operational public, there is salary isonomy based on the allocation unit and collective bargaining agreements.
Positions are evaluated using the Hay Methodology from consultancy Korn Ferry. In this methodology, a score is obtained that represents the relative weight of the position, fitting it into the company's grid structure and thus defining its respective salary range.
Proposals and revisions take into account the approval levels according to the respective governance:
- Board members, President, and Vice-President: proposals and revisions are approved by the Appointments and Remuneration Committee and taken to the Annual General Meeting (AGM);
- Executive vice presidents/executive vice presidents and below: approvals are made by internal allocations and the Remuneration area, respecting current corporate governance.
B) Short-term incentives
Short-term incentives include financial compensation as recognition for achieving established objectives. Suzano has programs in which the definition of goals considers the following components:
- Collective business objectives that are aligned with the company's strategy. The definition of collective goals is an essential instrument that guides the company's overall results, financial performance, business sustainability, and other strategic issues;
- Individual goals that make it possible to manage the achievement of specific objectives in the area of activity;
- Behavioral assessment aims to provide information on each individual's skills, competencies, strengths, and areas for development.
The following rules apply in the event of termination of employment:
- Employees in the coordinator, consultant, and supervisor categories are entitled to payment of the bonus in proportion to the period worked, taking into account the rules for calculating avos;
- Employees in the specialist, functional manager, and above categories are not entitled to the bonus if they resign during the reporting cycle (e.g., Jan.-Dec.). If they resign in the following year, they are eligible for payment of the bonus in proportion to the period workedconsidering the rules for calculating the number of years worked;
- Dismissal for just cause: not entitled to bonus payment;
- Retirement: they are entitled to payment of the bonus in proportion to the period worked, considering the rules for counting in arrears.
C) Long-term incentives
Finally, Suzano also has long-term incentive programs, which aim to attract and retain talent, increase the engagement and productivity of professionals, and align the interests of shareholders, employees, and collaborators.
The programs were designed and developed considering best market practices, ensuring competitiveness and strategic alignment with the business. The instruments were all duly approved by the company's respective management bodies to ensure transparency and meet corporate governance criteria.
Until 2023, the company had three long-term share-based incentive programs:
- Phantom Share Grant Program;
- Performance Shares Grant Program;
- Share Appreciation Rights (SAR) Program.
In 2024, Suzano's management decided to discontinue the SAR Program and to continue with the company's objectives of (i) aligning the interests of managers with those of the company and its shareholders, (ii) attracting, rewarding, retaining, and encouraging them to conduct the company's business sustainably, (ii) to attract, reward, retain and encourage them to conduct the company's business sustainably, within appropriate risk limits and in line with the interests of shareholders, and (iii) to grant them a financial incentive, proposed to the 2024 Ordinary and Extraordinary General Meeting the improvement of the modeling of the Performance Share Grant Plan and the Phantom Share Grant Plan through the approval of two new plans.
Ghost Stock Program
Suzano has a long-term incentive program linked to its share price, with cash payments. The determination of the number of phantom shares to be granted to each beneficiary takes as a reference the financial amount linked to the position level and the average of the company's last 90 share prices on B3 prior to the grant date.
The vesting and maturity period of the programs can vary from three to five years from the grant date, depending on the characteristics of each program.
The calculation of the Program at the time of redemption considers the number of shares granted and the average of the last 90 share prices of the company's stock on B3 before the first day of the Program's redemption window, in addition to the result of the TSR (Total Shareholder Return) performance indicator, which is a mechanism used to measure the performance of shares of companies in the reference group over a given period, combining the share price of the comparables, to demonstrate the return provided to the shareholder.
Performance Restricted Stock Program
For the members of the Board of Directors, its top executives, and key members among its employees, Suzano has the Performance Restricted Share Program, which associates the number of restricted shares granted to the performance of the TSR performance indicator, a mechanism used to measure the performance of shares of companies in the reference group over a given period, combining the share price of the comparables, to demonstrate the return provided to the shareholder.
The number of restricted shares is defined in financial terms and then converted into shares based on SUZB3's last 90 trading sessions on B3 prior to the program's granting.
The grace period and maturity of the programs can vary from three to five years from the date of granting, depending on the characteristics of each plan. Once the vesting period is over, the TSR indicator is calculated, influencing the number of restricted shares issued to executives.
SAR Program
The determination of the number of phantom shares to be granted to each beneficiary takes as a reference the financial amount linked to the position level and the average of the company's last 90 share prices on B3 prior to the grant date.
To acquire the option, the beneficiary must invest 5% of the total amount corresponding to the number of phantom stock options at the time of the grant and 20% after three years.
The grace period for the Program is three years from the date of grant, with a lock-up period of six months after the end of the grace period. Once the vesting and lock-up conditions have been met, the beneficiary may exercise the plan within the exercise window of up to two years after the end of the vesting period.
The calculation of the Program at the time of redemption considers the shares granted, the average of the last 90 share prices of the company on B3 prior to the first day of the program's redemption window, and the TSR measurement, which measures the performance of shares of different companies over a certain period of time, combining the share price to demonstrate the return provided to the shareholder.
In the event of termination of employment for the long-term variable remuneration programs, the Phantom Stock Program, the Performance Restricted Stock Program, and the SAR Program, the following rule is observed: for the executive to become eligible to redeem the program, he or she must have fulfilled the vesting period and achieved the performance conditions. Exceptionally, in the case of retirement and death, the program will be paid out in full.
The following information is available in the tables below:
- Average annual compensation of male and female employees by gender;
- Ratio between the total annual compensation of the highest paid individual and the average total annual compensation of all male and female employees;
- Proportion between the percentage increase in the total annual compensation of the highest-paid individual and the average percentage increase in the total annual compensation of all male and female employees;
- Variation between the lowest wage paid by the organization and the minimum wage per unit;
- Average salary of male and female employees by gender.
Average annual employee compensation by gender¹ ²
| 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | |
|---|---|---|---|---|---|---|
| R$ | R$ | R$ | R$ | R$ | R$ | |
|
Male |
85,260.03 |
84,579.36 |
89,464.86 |
104,499.77 |
112,050.51 |
109,344.30 |
|
Female |
91,603.49 |
93,010.92 |
100,862.80 |
108,878.73 |
116,410.38 |
120,507.41 |
|
Total average |
86,181.24 |
85,840.80 |
91,331.07 |
105,276.41 |
112,884.64 |
111,704.33 |
- We recognize that there are more gender identities than male and female, such as non-binary people and others. For reporting purposes, however, we follow the classification presented by information restrictions in systems.
- The operational public represents approximately 65% of Suzano's workforce, 88% of which is male, i.e., the pyramid's base is predominantly male. The female public generally permeates the administrative and leadership categories. There was an 8% increase in the workforce compared to the previous year, mainly driven by the operational public (53% of the total) and analysts (15% of the total). The evolution of the workforce is reflected in the increase in salaries of approximately 13% compared to the previous year, with the following standing out: operational (35% of the total), analysts (13% of the total), and consultants (16% of the total). In addition, the accumulated inflation of the period boosted the growth of the wage bill, impacting the collective bargaining agreement negotiations at the end of 2024.
Ratio between the total annual remuneration of the highest paid individual and the total average annual remuneration of all employees¹
| 2019 | 2020 | 2021 | 2022 | 2023 | 2024² | |
|---|---|---|---|---|---|---|
|
Proportion |
186 vezes |
258 vezes |
247 vezes |
227 vezes |
227 vezes |
269 vezes |
- Eligibility for the highest-paid individual takes into account senior management (Board of Directors), the Supervisory Board, and the Statutory Executive Board.
- The ratio between the total annual remuneration of the highest-paid individual and the average yearly remuneration of all male and female employees grew as a result of the mechanics of the provision of long-term incentives, which considers overlapping grant cycles that influence the constitution of the provision over the vesting period of the programs and directly impacts the annual amount of remuneration of the highest-paid individual.
Ratio between the percentage increase in the total annual remuneration of the highest paid individual and the average percentage increase in the total annual remuneration of all employees¹
| 2019 | 2020 | 2021 | 2022 | 2023² | 2024 | |
|---|---|---|---|---|---|---|
| % | % | % | % | % | % | |
|
Proportion |
-6.30% |
-95.60% |
0.30% |
0.38% |
1,02% |
-16.55% |
- Eligibility for the highest-paid individual takes into account senior management (Board of Directors), the Supervisory Board, and the Statutory Executive Board.
Variation between the lowest wage paid by the organization and the minimum wage, per unit¹ ² ³
| 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | |
|---|---|---|---|---|---|---|
| % | % | % | % | % | % | |
|
Head office [São Paulo (SP)] |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
|
UNI Aracruz (ES) |
117.00% |
105.00% |
117.45% |
121.00% |
129.00% |
107.32% |
|
UNI Belém (PA) |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.41% |
|
UNI Cachoeiro de Itapemirim⁴ (ES) |
n/d |
n/d |
115.38% |
128.00% |
121.00% |
127.23% |
|
UNI Fortaleza (CE) |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
114.76% |
|
UNI Imperatriz (MA) |
147.00% |
145.00% |
148.64% |
138.00% |
130.00% |
132.82% |
|
UNI Jacareí (SP) |
112.00% |
112.00% |
112.58% |
110.00% |
109.00% |
100.00% |
|
UNI Limeira (SP) |
107.00% |
107.00% |
106.41% |
100.00% |
105.00% |
101.55% |
|
UNI Mogi das Cruzes (SP) |
n/d |
n/d |
n/d |
n/d |
128.00% |
116.16% |
|
UNI Mucuri (BA) |
107.00% |
100.00% |
105.52% |
105.00% |
105.00% |
103.34% |
|
UNI Ribas do Rio Pardo⁵ (MS) |
n/d |
n/d |
n/d |
114.00% |
111.00% |
113.75% |
|
UNI Rio Verde (SP) |
n/d |
n/d |
n/d |
n/d |
131.00% |
131.19% |
|
UNI Suzano (SP) |
n/d |
n/d |
n/d |
n/d |
100.00% |
100.00% |
|
UNI Suzano/UNI Rio Verde (SP)⁶ |
100.00% |
100.00% |
101.73% |
102.00% |
n/a |
n/a |
|
UNI Três Lagoas (MS) |
122.00% |
118.00% |
117.76% |
118.00% |
138.00% |
127.77% |
|
UNF BA |
n/d |
n/d |
n/d |
n/d |
107.00% |
119.91% |
|
UNF ES |
n/d |
n/d |
n/d |
n/d |
118.00% |
121.91% |
|
UNF MA |
n/d |
n/d |
n/d |
n/d |
115.00% |
110.06% |
|
UNF MG |
n/d |
n/d |
n/d |
n/d |
149.00% |
133.35% |
|
UNF MS |
n/d |
n/d |
n/d |
n/d |
105.00% |
107.50% |
|
UNF RS |
n/d |
n/d |
n/d |
n/d |
307.00% |
259.97% |
|
UNF SP |
n/d |
n/d |
n/d |
n/d |
106.00% |
100.00% |
- Because they are the subject of local collective bargaining, wages are set locally (per unit). For each unit, there is a floor wage, which is the result of union negotiations. Floor wages, the lowest wages established in union agreements, result from annual talks considering the market, the activity's complexity, and regional particularities. The organization ensures that the salary floor is respected in all remuneration practices, following legal requirements. It also adopts a policy of paying salaries above the legal minimum, considering factors such as performance, the complexity of attracting talent, and competitiveness in the market. Turnover can lead to occasional salary variations without compromising adherence to the salary floor.
- Minimum wages are applied to all employees, regardless of race, gender, religion, etc. Suzano hires a company that routinely inspects and checks all the documentation of the companies that provide services to verify compliance with labor legislation. This check assesses whether wages are paid above the legal or conventional minimum.
- The assessment considered industrial, forestry, and central office, which account for 95% of Suzano's workforce. UNF is a forestry unit, and UNI is an industrial unit. Data from the forestry unit has been reported since 2023.
- The Cachoeiro de Itapemirim Unit began operating in 2021.
- The Ribas do Rio Pardo Unit began operating in 2022.
- UNI Rio Verde and UNI Suzano data began to be reported separately in 2023.
Average salary of employees by gender¹ ²
| 2021 | 2022 | 2023 | 2024 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Female | Male | Difference | Female | Male | Difference | Female | Male | Difference | Female | Male | Difference | |
| R$ | R$ | % | R$ | R$ | % | R$ | R$ | % | R$ | R$ | % | |
|
Average monthly basic salary |
5,847.51 |
5,170.06 |
-11.59% |
6,225.27 |
6,026.51 |
-3.19% |
6,677.89 |
6,470.12 |
-3.11% |
6,749.31 |
6,195.73 |
-8.20% |
|
Average annual bonus |
19,028.23 |
17,104.26 |
-10.11% |
16,866.67 |
15,955.16 |
-5.40% |
17,986.32 |
17,105.25 |
-4.90% |
23,354.49 |
20,082.13 |
-14.01% |
|
Median monthly basic salary |
4,574.10 |
3,524.00 |
-22.96% |
4,768.34 |
4,835.69 |
1.41% |
5,109.17 |
5,215.20 |
2.08% |
4,932.40 |
4,337.09 |
-12.07% |
|
Median annual bonus |
9,023.00 |
7,016.10 |
-22.24% |
9,344.82 |
9,671.38 |
3.49% |
10,074.18 |
10,407.68 |
3.31% |
9,864.80 |
8,674.19 |
-12.07% |
- We recognize that there are more gender identities than male and female, such as non-binary people and others. For reporting purposes, however, we follow the classification presented by information restrictions in systems.
- In 2022 and 2023, the analysis included the amounts relating to bonuses paid as production premiums. However, considering this bonus is a variable remuneration component, it was decided in 2024 to resume reporting exclusively base salary, thus ensuring more accurate comparisons of salary dispersions without the influence of performance-related factors. The information on the annual bonus considers achieving 100% of the targets set.
Additional information
The company's remuneration policies are aligned with its leaders' objectives and performance in managing economic, environmental, and social impacts, with a strong connection to sustainability issues. This alignment is promoted through the Annual Bonus Program, which establishes a panel of collective and individual targets for eligible employees.
Among the collective targets applicable to all program participants is the diversity target, which includes indicators related to the presence of women and black people in leadership positions. This initiative reflects the company's commitment to inclusion and equity, essential to the ESG agenda.
In addition, employees set individual targets linked to specific aspects of sustainability according to the scope of their duties and the potential impact on their respective areas of activity. These targets cover environmental, social, and governance issues, reinforcing the integration of ESG principles into management practices.
The Sustainability team monitors the professionals who have targets related to ESG aspects in their respective individual panels.
Suzano does not have a director equity policy, but the Legal team is in the process of creating one. The company also has no equity retention requirement (ERR). Throughout 2025, we will have a more in-depth study on this topic to understand the feasibility of implementing an ERR or stock ownership guidelines.