Remuneration management
Suzano's Remuneration Policy establishes principles and guidelines for managing positions and remuneration, thereby promoting the attraction and retention of professionals aligned with the company's principles, values, and culture.
Annually, the remuneration strategy is reviewed to ensure alignment with prevailing market practices and maintain its competitiveness. This review is informed by surveys conducted by specialized consultants, benchmarking against competitors in our operational segments, industry leaders, and organizations with an unblemished reputation.
The Board approves the strategy and Remuneration Policy of Directors, and any modifications are subject to review by the Nomination and Remuneration Committee, which is responsible for deliberation on such matters. This committee predominantly comprises external remuneration consultants, who are independent members, thereby strengthening the process's impartiality.
The annual remuneration allocated to the Directors and the Audit Committee is sanctioned at the Company's Annual General Meeting, as documented in the minutes. The proposed amount for the 2025 fiscal year received approval at the meeting convened on April 24, 2025, through a majority vote, with 840,455,225 votes cast in favor.
The company ensures transparency by providing comprehensive access to the Remuneration Policy through the corporate intranet, thereby making it clear and accessible to all employees.
Throughout the year, Suzano conducts a systematic communication process with its employees, synchronized with the remuneration cycles. Each phase is meticulously planned and communicated to ensure that the criteria and objectives of remuneration practices, including fixed compensation, short-term and long-term variable remuneration, and benefits, are fully understood by all parties.
In 2023, the company advanced its corporate governance framework by formalizing and securing approval of its Clawback Policy for executive management, in accordance with recent NYSE requirements. The company had already voluntarily implemented comparable mechanisms through malus and clawback clauses, demonstrating its commitment to responsibility and transparency in the remuneration structure for its senior executives.
The remuneration components are outlined as follows.
a. Base salary
The base salary is the nominal monthly compensation and is essential to the calculation of the employee's overall remuneration.
To establish fixed remuneration, the company regularly conducts market surveys to assess whether the criteria and conditions it uses to determine compensation are appropriate and effective in retaining professionals. Additionally, these surveys help assess the need to propose adjustments to any component of the remuneration package that may be misaligned. Such surveys are conducted annually by a consultancy that specializes in and is recognized in the market and is hired by the Company. They are based on the analysis of data from leading companies in the Brazilian market with comparable turnover and size. Utilizing the data obtained, the salary structure for administrative personnel is established and periodically updated. For operational personnel, salary parity is maintained in accordance with the allocation of unit and collective bargaining agreements.
The positions are assessed utilizing the Hay Methodology, developed by consulting firm Korn Ferry. This methodology yields a score that indicates the relative significance of the position, aligning it within the company's grid framework and thereby establishing its corresponding salary range.
Fixed remuneration is periodically reviewed based on individual performance, market standards, and the company's strategic needs. Proposals and evaluations are conducted in accordance with the approval levels established by the relevant governance framework.
- Board members, president, and vice president: Proposals and revisions are submitted to and reviewed by the Appointments and Remuneration Committee, then presented for approval at the Annual General Shareholders' Meeting (AGM).
- Executive vice presidents and below: approvals are granted through internal allocations in coordination with the Remuneration department, in accordance with current corporate governance.
b. Short-term incentives
The company's short-term variable remuneration comprises profit sharing and is designed to align the performance of executives and employees with the company's immediate strategic objectives. This approach encourages a focus on results that directly contribute to the enterprise's sustainable growth. The program provides incentives based on the achievement of pre-established annual targets, which correspond with organizational goals and the commitment to generating value for stakeholders.
The program is structured into the components outlined below:
Collective targets: Annually established by senior leadership, they denote objectives shared by all participants and are aimed at enhancing the company's overall performance. When establishing these goals, considerations such as:
- Financial health: The economic and financial sustainability of the business;
- Competitive performance: The company's standing relative to its primary competitors within the industry;
- ESG (Environmental, Social, and Governance) practices encompass indicators across environmental, social, and governance areas, aligning with the company's commitments. The primary indicators include Diversity and Inclusion, Combating Poverty and Generating Income, Carbon Credit Projects, and Regulatory Compliance.
Business Unit (BU) targets: Similar to the collective targets, each BU's targets are established annually by senior management, emphasizing each BU's performance. This section encompasses financial and operational objectives directly related to the growth, efficiency, and results of the unit to which the participant is assigned.
- Individual Goals: These should be established collaboratively between the employee and their immediate leader, ensuring alignment with the area’s strategic objectives and fostering contributions towards organizational targets. Each participant may set up to four individual goals, with an emphasis on prioritizing critical deliverables aligned with the company's business plan.
- Performance Evaluation: In addition to the results delivered, the performance assessment considers the employee's conduct and alignment with the corporate culture and core values. This component is integral to ongoing development and sustaining a high-performance environment, anchored in attitudes that support the company's strategic objectives.
The following rules shall apply in the event of employment termination:
- Employees classified as coordinator, consultant, or supervisor are entitled to receive a bonus commensurate with the duration of their service, in accordance with the established regulations for calculating years of service.
- Employees in the specialists, functional managers, and higher categories are not entitled to bonus payments if they resign during the reporting cycle (e.g., between January and December). If they resign in the subsequent year, they are eligible for a bonus payment proportional to the duration of their employment, in accordance with the established rules for calculating bonus points.
- Dismissal for just cause: not entitled to bonus payment.
- Retirement: They are entitled to a pro rata payment of the bonus based on their period of employment, in accordance with the established guidelines for calculating bonus points.
c. Long-term incentives
Finally, Suzano implements long-term incentive programs that promote a forward-looking perspective, foster a sense of ownership, and help retain talent by aligning professionals' interests with the company's sustainable outcomes.
The programs were designed and developed based on best market practices, ensuring competitiveness and strategic alignment with the business. All instruments received approval from the company's respective management bodies to ensure transparency and compliance with corporate governance standards.
Until 2023, the company maintained three long-term incentive programs based on equity interests.
- Ghost Share Grant Program;
- Performance Shares Program;
- SAR Program(share appreciation rights).
In 2024, Suzano's management resolved to terminate the SAR Program. This decision was made to uphold the company's objectives of (i) aligning the interests of managers with those of the corporation and its shareholders, (ii) attracting, retaining, and motivating managers to make strategic decisions and manage the company's affairs sustainably and with appropriately managed risk, and (iii) offering direct financial incentives that reward executives for generating enduring value for the firm.
Management has consequently put forward at the 2024 Ordinary and Extraordinary General Meeting, the proposal to enhance the modeling of the Performance Share Grant Plan and the Ghost Share Grant Plan by approving two new plans.
Ghost Stock Program
Suzano maintains a long-term incentive program linked to its share price and relative Total Shareholder Return (TSR), with remuneration deferred in cash.
All employees in the following job categories are eligible: consultants, coordinators, specialists, functional managers, executive managers, directors, functional directors, and vice-presidents, in accordance with the provisions of the long-term incentive policy. Priority shall be granted to performance evaluations rated as “Above Expectation,” which may also include evaluations rated as “In line with expectations,” subject to the appropriate approvals.
The determination of the quantity of phantom shares to be allotted to each beneficiary is based on the financial value associated with the respective position level, as well as the average of the company's stock prices over the last 90 trading days on B3 prior to the date of grant.
The vesting and maturity periods of the programs may range from three to five years from the date of grant, contingent upon the specific 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 on B3 prior to 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 of time, combining the share price of the comparables, to demonstrate the return provided to the shareholder.
Performance Restricted Stock Program
Suzano implements a Performance Restricted Share Program, wherein the allocation of restricted shares is tied to the performance of the Total Shareholder Return (TSR) metric. This mechanism evaluates the performance of companies within the reference group over a specified period, considering the share prices of comparable entities to demonstrate the return delivered to shareholders.
Members of the Board of Directors, as well as both statutory and non-statutory members of the Executive Board, are eligible to participate.
The quantity of restricted shares is determined in financial terms and subsequently converted into share quantities based on the last 90 trading sessions of SUZB3 on B3 before the grant date.
The vesting and maturity periods of the programs range from three to five years from the date of grant, depending on the specific characteristics of each plan. Upon completion of the vesting period, the TSR is calculated, which subsequently influences the total number of restricted shares to be issued to the executives.
SAR Program
The determination of the number of phantom shares to be granted to each beneficiary is based on the financial amount associated with the individual's position level and the average of the company's last 90 B3 share prices, calculated as of the grant date.
The beneficiary is required to invest 5% of the total value corresponding to the number of phantom stock options at the time of the grant, and 20% after three years, to acquire the option.
The program's grace period is three years from the grant date, with a lock-up period of six months following the end of the grace period. Upon fulfillment of the vesting and lock-up conditions, the beneficiary may exercise the plan within an exercise window of up to two years after the conclusion of the vesting period.
The valuation of the program at the time of redemption considers the granted shares, the average of the company's last 90 B3 share prices before the first day of the redemption window, and the TSR measurement. The TSR is used to assess the performance of shares across companies over a specific period, combining share price data to show the returns provided to shareholders.
In cases of employment termination related to long-term variable remuneration programs, including the Phantom Stock Program, the Performance Restricted Stock Program, and the SAR Program, the following rule applies: the executive must have fulfilled the vesting period and achieved the performance conditions to be eligible for program redemption. Exceptionally, in cases of retirement or death, the program will be paid out in full.
The following information is available in the tables below:
- Average annual compensation of 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;
- Ratio 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 organization's lowest wage and the minimum wage per unit;
- Average salary of employees segmented by gender.
Average annual employee compensation by gender¹ ²
| 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | |
|---|---|---|---|---|---|---|---|
| R$ | 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 |
124.083,17 |
|
Female |
91.603,49 |
93.010,92 |
100.862,80 |
108.878,73 |
116.410,38 |
120.507,41 |
136.385,93 |
|
Total average |
86.181,24 |
85.840,80 |
91.331,07 |
105.276,41 |
112.884,64 |
111.704,33 |
126.707,80 |
- We acknowledge that there are additional gender identities beyond male and female, including non-binary identities and other identities. However, for reporting purposes, we have adhered to the provided classification due to limitations in our system's information capabilities.
- The operational public constitutes approximately 64% of Suzano's overall workforce, of whom 88% are male, indicating that the foundational level is predominantly male. The female workforce predominantly occupies administrative and leadership roles. There was a 6% decrease in the workforce compared to the previous year, accompanied by a marginal increase in the wage bill based on monthly salaries.
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 | 2025³ | |
|---|---|---|---|---|---|---|---|
|
Proportion |
186 vezes |
258 vezes |
247 vezes |
227 vezes |
227 vezes |
269 vezes |
213 vezes |
- Eligibility for the highest-paid individual is determined by considerations including senior management (Board of Directors), the Audit Committee, and the Statutory Board.
- The variation in 2024 was caused by changes in management composition.
- In 2025, the ratio of total annual pay for the highest-paid individual to the average pay of all male and female employees decreased. This change resulted from the mechanics of long-term incentive plans, which include overlapping grant cycles. These cycles influence the calculation of provisions over the vesting period and directly affect the annual 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 | 2023 | 2024² | 2025 | |
|---|---|---|---|---|---|---|---|
| % | % | % | % | % | % | % | |
|
Proportion |
-6,30% |
-95,60% |
0,30% |
0,38% |
1,02% |
-16,55% |
-0,46 |
- Eligibility for the highest paid individual includes senior management (Board of Directors), the Audit Committee, and the Statutory Board.
- The 2024 variation resulted from a change in the board of directors' composition.
Variation between the lowest wage paid by the organization and the minimum wage, per unit¹ ² ³
| 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | |
|---|---|---|---|---|---|---|---|
| % | % | % | % | % | % | % | |
|
Head office [São Paulo (SP)] |
100,00% |
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% |
102,00% |
|
UNI Belém (PA) |
100,00% |
100,00% |
100,00% |
100,00% |
100,00% |
100,41% |
103,00% |
|
UNI Cachoeiro de Itapemirim (ES)⁵ |
n/d |
n/d |
115,38% |
128,00% |
121,00% |
127,23% |
127,00% |
|
UNI Fortaleza (CE) |
100,00% |
100,00% |
100,00% |
100,00% |
100,00% |
114,76% |
113,00% |
|
UNI Imperatriz (MA) |
147,00% |
145,00% |
148,64% |
138,00% |
130,00% |
132,82% |
131,00% |
|
UNI Jacareí (SP) |
112,00% |
112,00% |
112,58% |
110,00% |
109,00% |
100,00% |
100,00% |
|
UNI Limeira (SP) |
107,00% |
107,00% |
106,41% |
100,00% |
105,00% |
101,55% |
100,00% |
|
UNI Mogi das Cruzes (SP) |
n/d |
n/d |
n/d |
n/d |
128,00% |
116,16% |
104,00% |
|
UNI Mucuri (BA) |
107,00% |
100,00% |
105,52% |
105,00% |
105,00% |
103,34% |
102,00% |
|
UNI Ribas do Rio Pardo (MS)⁶ |
n/d |
n/d |
n/d |
114,00% |
111,00% |
113,75% |
114,00% |
|
UNI Rio Verde (SP) |
n/d |
n/d |
n/d |
n/d |
131,00% |
131,19% |
101,00% |
|
UNI Suzano (SP) |
n/d |
n/d |
n/d |
n/d |
100,00% |
100,00% |
100,00% |
|
UNI Suzano/UNI Rio Verde (SP)⁷ |
100,00% |
100,00% |
101,73% |
102,00% |
n/a |
n/a |
n/a |
|
UNI Três Lagoas (MS) |
122,00% |
118,00% |
117,76% |
118,00% |
138,00% |
127,77% |
125,00% |
|
UNF BA |
n/d |
n/d |
n/d |
n/d |
107,00% |
119,91% |
118,00% |
|
UNF ES |
n/d |
n/d |
n/d |
n/d |
118,00% |
121,91% |
137,00% |
|
UNF MA |
n/d |
n/d |
n/d |
n/d |
115,00% |
110,06% |
109,00% |
|
UNF MG |
n/d |
n/d |
n/d |
n/d |
149,00% |
133,35% |
129,00% |
|
UNF MS |
n/d |
n/d |
n/d |
n/d |
105,00% |
107,50% |
107,00% |
|
UNF RS⁴ |
n/d |
n/d |
n/d |
n/d |
307,00% |
259,97% |
n/a |
|
UNF SP |
n/d |
n/d |
n/d |
n/d |
106,00% |
100,00% |
105,00% |
- 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 | 2025 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Female | Male | Difference | Female | Male | Difference | Female | Male | Difference | Female | Male | Difference | Female | Male | Difference | |
| R$ | R$ | % | 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% |
7.427,51 |
6.726,62 |
-9,44% |
|
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% |
26.470,93 |
21.742,49 |
-17,86% |
|
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% |
5.905,64 |
4.748,89 |
-19,59% |
|
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% |
11.850,28 |
9.497,78 |
-19,85% |
- We acknowledge that there are more gender identities beyond male and female, such as non-binary individuals. However, for reporting purposes, we have used the classification available due to system data limitations.
- In 2022 and 2023, analyses included bonus amounts paid as production premiums. As bonuses are a form of variable compensation, 2024 reports will focus only on base salary to enable better comparison of salary distribution, excluding performance-related bonuses. The bonus figures are based on achieving 100% of the targets.
Informações complementares
The company's remuneration policies are designed to align with its leaders' goals and performance, especially concerning managing economic, environmental, and social impacts, with a strong emphasis on sustainability. This alignment is achieved through the Annual Bonus Program, which sets a range of collective and individual targets for eligible employees.
One of the collective targets applicable to all participants is the diversity goal, which includes metrics related to the presence of women and Black individuals in leadership roles. This initiative demonstrates the company's commitment to inclusion and equity, key components of its ESG strategy.
Additionally, employees establish personal targets related to specific sustainability aspects, tailored to their roles and potential influence, covering environmental, social, and governance issues, thus embedding ESG principles into management.
The Sustainability team oversees employees with targets addressing ESG aspects. While Suzano does not currently have a director's equity policy, its Legal team is developing one. The company also has no equity retention requirement (ERR). In 2025, a detailed study was conducted to assess the feasibility of implementing ERR or stock ownership guidelines, and the findings are under review by the responsible teams.