Fletcher Building FY25 Remuneration Report
Fletcher Building Limited, 810 Great South Road, Penrose, Auckland 1061, New Zealand
5 September 2025
Fletcher Building FY25 Remuneration Report
Fletcher Building has published its FY25 Remuneration Report, which is now available on
the Company’s website and attached here.
The Remuneration Report will be the subject of a non-binding resolution at the 2025
Annual Shareholders’ Meeting to be held on 22 October 2025. Additional details will be
provided in the Notice of Meeting, which is expected to be released on or around Friday,
19 September 2025.
ENDS
Authorised for release to the market by Haydn Wong, Company Secretary.
_____________________________________________________________________________________________________________
For further information please contact:
INVESTORS Will Wright, Chief Financial Officer +64 21 490 251 Will.Wright@fbu.com
MEDIA Christian May, Chief Corporate Affairs Officer +64 21 305 398 Christian.May@fbu.com
For information on Fletcher Building visit fletcherbuilding.com
---
FY25 Remuneration Report
Fletcher Building Limited
Fletcher Building Limited Remuneration Report 2025 2
Message from the People and Remuneration Committee
Chair
Dear Shareholders,
On behalf of the Board, I am pleased to present Fletcher
Building’s Remuneration Report for the financial year ended
30 June 2025.
The year in review
FY25 was one of the most challenging years in Fletcher
Building’s history, marked by sustained market pressures and
declining financial performance. In response, the Board and
management took decisive action to safeguard the long-term
health of the company. These actions included a capital raise,
suspension of dividends, and a major cost reduction
programme.
Against this backdrop, the Board also made the difficult
decision to exercise its discretion and forfeit all non-sales and
non-commission-based incentives across the Group for FY25 -
even in cases where performance hurdles were met or
exceeded. This reflects the Group’s overall financial
performance and our continued focus on prudent cost control.
We understand this decision may be disappointing,
particularly for leaders and teams who delivered strong results
that would ordinarily have triggered incentive payments. We
want to acknowledge and thank those individuals for their
efforts. However, the broader context required a consistent,
Group-wide approach.
FY25 also marked the beginning of a new chapter for Fletcher
Building, with significant leadership changes and a sharpened
strategic focus. I stepped into the role of Chair of the People
and Remuneration Committee in April 2025, joined by Tony
Dragicevich as a fellow Committee member. Andrew Reding
was appointed Managing Director and Group CEO effective 30
September 2024, following the interim leadership of Nick
Traber and the departure of Ross Taylor. During the year Will
Wright was appointed as Group CFO, Kylie Eagle was
promoted to Group CPO, and Hay dn Wong was confirmed as
Group General Counsel and Company Secretary.
Together, the new leadership team has initiated a strategic and
operating model review, refocusing the business on the
manufacturing and distribution of building products and
materials. As part of this, two existing Chief Executives were
appointed to new roles: Hamish McBeath as CE Light Building
Products and Thornton Williams as CE Heavy Building
Materials.
With Andrew Reding’s appointment, the Board reset the
Group CEO’s remuneration package to place greater emphasis
on long-term performance and shareholder alignment. Only ¼
of the total remuneration package consists of fixed
remuneration, with the remainder delivered through at-ris k
incentives, tied to share price performance.
We also continued to make progress on our broader
commitment to fairness and equity in remuneration. I’m
pleased to report that our gender pay parity gap (paying
women and men the same for similar sized jobs) reduced from
5.1% in FY24 to 4.5% in FY25, while our gender pay gap (the
median pay for women compared to men, regardless of job or
level) is 2.7%.
The year ahead
For FY26, a high-level review was conducted to ensure an
appropriate Short-Term Incentive (STI) plan was in place while
the strategic review was still underway. The FY26 STI design
places greater emphasis on financial performance, with an
80% weighting, reflecting the need to drive improved financial
results.
Following the completion of the Group’s strategic and
operating model review, we will undertake a comprehensive
review of our Short- and Long-Term Incentive schemes to
ensure they are aligned to strategy and the revised financial
framework. These reviews will take place during FY26, with
changes to be implemented in FY27. More detail about these
changes has been outlined in Section 1 of this report.
In line with the shift to a more decentralised operating model,
we will also review our broader approach to remuneration,
including Group-wide benefit policies, to assess whether they
remain aligned, relevant and fit-for-purpose.
I would like to thank our people for their resilience,
commitment, and professionalism throughout this difficult
year. I invite you to review the full FY25 Remuneration Report.
Jacqui Coombes
Chair, People and Remuneration Committee
3 Fletcher Building Limited Remuneration Report 2025
CONTENTS
1. FY25 & FY26 Remuneration Framework Changes 3
2. FY25 Remuneration Framework Overview 4
3. Performance Outcomes 10
4. Group CEO Remuneration 12
5. Frequently Asked Questions 17
6. Employee Remuneration 20
1. FY25 & FY26 REMUNERATION FRAMEWORK CHANGES
The following table summarises key changes to our remuneration policies and frameworks during FY25 and FY26 and provides
the rationale and outcomes for these changes.
Ye a r Change Detail Rationale and outcome
FY25
Reset of the
Group CEO’s
remuneration
package
With the appointment of Andrew Reding to the role of
Managing Director and Group CEO, the Board took the
opportunity to reset the remuneration package.
See section 4.1.4 for further detail.
The Managing Director and
Group CEO’s remuneration
package places a stronger
emphasis on the long-term and is
more tightly tied to share price
performance. This is reflected in
a small portion of the total
package consisting of fixed
remuneration, with the
remainder delivered through at-
risk performance incentives.
FY26 Changes to the
FY26 Short-
Term Incentive
(STI ) Plan
design
A high-level review of the STI design for FY26 has been
conducted to align to our refreshed decentralised operating
model, placing a greater focus on financial performance and
simplifying the plan . The following key changes will be made:
• Safety gate: Simplification of criteria for the safety gate to
include safety walks only (i.e. safety program facilitation
will not be counted as a safety leadership interaction for
these purposes).
• Increased weighting on financial goals: From a range of
50%-65% (differentiation based on role type) to an 80%
weighting for all role types.
• Group Earnings Before Interest and Tax, before Significant
Items (EBIT) goal: Inclusion of a new Group EBIT goal for
all participants, which enables the removal of the Group
and Divisional EBIT multipliers, providing simplification.
• Gate to Group EBIT goal: For Divisional / BU participants,
the Division / BU EBIT threshold will act as a gate to the
Group EBIT goal (in addition to being a gate for the
individual goals – as per the current Plan design).
• Decreased weighting on individual / non-financial goals:
From a range of 25%-40% (differentiation based on role
type) , to 10% for all role types.
This revised design places a
greater focus on financial
performance at an 80%
weighting . We believe this is
appropriate given the
organisation’s poor financial
performance in recent years.
The combination of a Group EBIT
goal and a Division / BU EBIT goal
provides a balanced approach
between a focus on BU results
and collaboration to drive Group
performance.
A fulsome review will be
conducted in FY26 (for FY27),
following the completion of the
strategic review and the full
implementation of the new
operating model.
FY26 Review of the
Executive Long-
Term Share
Scheme (ELSS)
design
Review the design of the Long-Term Incentive Plan (also
referred to as the ELSS) so it is aligned to the outcomes of the
organisation’s strategic review and revised financial framework.
This will include a review of the use and treatment of Return on
Funds Employed (ROFE ) as a performance measure - which was
raised as a concern by some investors at the 2024 Annual
Shareholders Meeting.
The review of the scheme will
follow the organisation’s strategic
review, so it is fit-for-purpose.
Any changes to the ELSS will
therefore only be effective from
and including the September
2025 offer.
Fletcher Building Limited Remuneration Report 2025 4
2. FY25 REMUNERATION FRAMEWORK
The following sections describe the remuneration framework in place during FY25.
2.1 The role of the People and Remuneration Committee
The principal role of the People and Remuneration Committee is broader than purely remuneration matters. Its role is to oversee
and regulate remuneration, and organisation matters affecting the Group, including remuneration and benefits policies, diversity
and inclusion, culture, performance and remuneration of the Group’s senior executives, development and succession planning
for the Group CEO and executives (i.e., leadership roles reporting directly to the Group CEO), and major organisation changes.
The People and Remuneration Committee is kept appraised of relevant market information and best practice, obtaining advice
from external advisors when necessary.
During a year of significant executive leadership transition, the People and Remuneration Committee oversaw and approved
remuneration arrangements for incoming and outgoing Chief Executives, including the terms related to the appointment of the
new Managing Director and Group CEO. Other key decisions made and reviews undertaken by the Committee during FY25
included: review and approval of the FY25 Short- and Long-Term Incentive plans for senior leaders, approval of people and
remuneration matters related to the organisation’s structural changes, review s of diversity and pay parity metrics, review of
annual remuneration review spend and outcomes, the treatment of the Group’s equity-based incentives amidst the equity raise
and pension plan governance.
5 Fletcher Building Limited Remuneration Report 2025
2.2 Remuneration strategy and framework
Set out below is the FY25 remuneration framework for Chief Executives and how it supports the organisation’s strategy.
Governance
Our Board is responsible for the Group’s remuneration policy, which is available on our website, with the
People and Remuneration Committee assisting in the conduct of its responsibilities. A key role of the
Committee is to oversee and regulate people, remuneration and organisation matters affecting the Group.
Remuneration Principles
Shareholder
Focus on the creation of
shareholder value by
driving an ownership
culture with ‘skin-in -the-
game’.
Our People
Attract and retain high
calibre people, rewarding
high standards of
performance and values.
Strategy
Focus on sustainable
earnings, profitable
growth and key Company
goals and objectives
(short- and long-term) .
Risk
Encourage conduct that
does not expose the
Group to inappropriate
risk while promoting high
standards and
accountability.
Guaranteed remuneration
component
s
Remuneration element Element delivery Performance measure Relationship to strategy
Fixed Remuneration
Executives are
benchmarked against a
peer group composed of
New Zealand and
Australian companies
generally comparable in
size, complexity and
industry.
Includes base salary,
allowances (if any) , non-
cash benefits, and
superannuation /
KiwiSaver .
Set based on capability,
performance, job size,
and industry
benchmarks.
Attract and retain key
talent to drive the
delivery of the Group
strategy. Rewards
ongoing performance in
role .
At
-
risk remuneration components
(subject to performance outcomes)
Short-Term Incentive
Recognises, on a
discretionary basis,
achievement of the
Group and individual
performance objectives.
Following the release of
the final audited
financial year results, a
portion is paid in cash,
and the remainder is
deferred into equity for
2 years .
Rewards for safety,
financial and individual
performance,
measured
using a balanced
scorecard .
Retains and motivates
key talent and drives
alignment by rewarding
for achievement of the
Group goals and
creation of shareholder
value .
Long-Term Incentive
Aims to drive long-term
sustainable results, and
the creation of
shareholder value.
Allocation of Fletcher
Building shares, with
vesting after 3 years,
based on achievement
of shareholder return
and Return on Funds
Employed (ROFE) over
this period. Allocation is
made using face value
at the time of grant.
Two equally weighted
measures: Relative Total
Shareholder Return
(rTSR) referenced to
NZX and ASX index
comparator groups and
ROFE .
Supporting the
alignment of our most
senior leaders with
shareholder interests,
ensuring value is
created for our people
where relative TSR is
realised, and ROFE is
achieved. Encouraging
long-
term sustainability,
a focus on performance
and growth, and
achievement of the
Group strategy.
Remuneration element Element delivery Performance measure Relationship to strategy
Fletcher Building Limited Remuneration Report 2025 6
2.3 Fixed Remuneration
Fletcher Building’s policy is to set fixed remuneration based on capability, performance, size of role, and industry benchmarks in
the country in which the employee is located. Participation in retirement savings plans is made available to employees as
req uired by remuneration practices in the relevant countries where the Group operates.
Remuneration levels are independently reviewed and benchmarked annually for market competitiveness, and alignment with
strategic and performance priorities. A peer group which comprises New Zealand and Australian companies, generally
comparable in size, complexity and industry is used to benchmark executives. Our peer organisations display similar
characteristics to Fletcher Building by way of industry/sector, market capitalisation, revenue, geographic scope and employee
numbers and generally reflects where the Group wins talent from and loses talent to.
2.4 Short-Term Incentive (STI)
The following table summarises the Senior STI plan which applied to the Managing Director and Group CEO and Chief Executives
in FY25
1
.
STI Element Description
General
Eligibility
• Participation in the STI plan is by annual invitation at the discretion of the Board and typically
includes senior leaders who have a direct impact on the Group’s performance.
Opportunity
• Managing Director and Group CEO: Target = 100% of Base Salary
• Chief Executives: Target = 70% - 80% of Base Salary (role dependent)
• Maximum opportunity is 1.5x Target for all participants
Vehicle
• Managing Director and Group CEO: 50% cash; 50% deferred into equity (share rights) for 2 years
• Chief Executives: 60% cash; 40% deferred into equity (share rights) for 2 years
Performance conditions
Overview
• The STI plan is designed to incentivise the Group’s earnings, operating cash and those measures
that drive sustainable business performance by rewarding employees' performance against
financial, safety and individual goals.
Performance
conditions
and
weightings
• The weightings of financial, safety and individual goals vary by role, as outlined below:
Measure Description
Operational Executives
Functional Executives
Safety
gate
• Safety leadership interactions
2
reinforce a line-led safety
culture, and places emphasis on the importance of active and
authentic leadership for safety on-site.
12 6
Financial
• Managing Director and Group CEO and Functional Executives
in Corporate: Group EBIT and trading cash (excluding
significant items and legacy cashflows).
• Operational Executives in Divisions: Divisional EBIT and
trading cash (excluding significant items), working capital
and work won, depending on the division's priorities.
• EBIT is a gate to the individual goals, i.e. if the EBIT threshold
is not met, no individual component of the STI is payable.
• To strike an appropriate balance between focusing on division
financials and those of the Group, a multiplier (either up or
down) is applied based on the achievement of a Group EBIT
target.
Target:
65%
(115%
max)
Target:
50%
(100%
max)
1
During FY25, Fletcher Building had three CEO’s: Ross Taylor (referred to as the previous Group CEO) from 1 July 2024 to 23 August 2024 (on garden leave from 29 March to 23
August), Nick Traber (referred to as Acting Group CEO) from 29 March 2024 to 29 September 2024, and Andrew Reding who was appointed as Managing Director and Group
CEO (referred to as such) from 30 September 2024. This table sets out the remuneration framework for the current Managing Director and Group CEO. Details about the
remuneration received for the previous Group CEO and the Acting Group CEO are provided in Section 4.2.
2
A safety leadership interaction is a purposeful engagement where leaders engage directly with frontline teams to gain an understanding of how work is performed in practice,
and to reinforce a culture of safety and continuous improvement.
7 Fletcher Building Limited Remuneration Report 2025
STI Element Description
Safety
• For businesses with TRIFR (Total Recordable Injury Frequency
Rate) >2.0, the safety component of the STI plan includes a
safety lead (risk) and safety lag (TRIFR) measure, weighted at
5% each.
• For businesses with TRIFR <2.0, the safety component
consists of lead indicators only, weighted at 10%. TRIFR is still
tracked for these businesses, and if it increases past the
overall Group TRIFR, these participants lose 5% of the total
10% safety weighting in the STI.
• The safety lead goal differs by role: It is based on risk
containment sweeps
3
for operational executives and for
functional executives on those areas of safety culture they are
most able to influence.
10% 10%
Individual
• Individual goals for executives are aligned to the different
priorities of their businesses or functions, and may include
customer, people (engagement, talent & diversity),
sustainability (including carbon reduction), innovation and
critical projects or other strategic goals that drive
performance beyond the current financial year.
25% 40%
Total STI scorecard at target (Financial Target + Safety + Individual) 100% 100%
Total STI scorecard at target (Financial Max + Safety + Individual) 150% 150%
• Performance hurdles for our financial measures are set at three levels: a threshold level, which
must be met before any STI is paid, a target level and a maximum level that reflects stretch
performance. Financial thresholds are generally set at 90% of target hurdles, with maximum
generally at 110% of target hurdles.
• The performance range for individual and safety measures are between 0% and 100%, with no
opportunity for stretch performance.
Timing
Assessment of
awards
• An assessment of performance against the performance conditions occurs following finalisation
of the Group’s full year results.
• Each of these financial measures are assessed separately at this time and achievement against
each executive’s individual goals is reviewed and approved by the Board.
• Eligibility for consideration of a payment under the STI requires a participant to remain employed
by the Group at the date of payment, following the end of the financial year.
• Both the cash and deferred equity (share rights) components are awarded as soon as reasonably
practicable after the announcement of the Company’s full year results in August each year.
Deferred
Equity:
Disposal
restrictions
and dividends
• A participant is entitled to receive one ordinary share for each vested share right.
• The share rights will vest and be automatically exercised into shares on the second anniversary of
the grant date, subject to the plan’s leaver provisions.
• There will be no disposal restrictions on the shares received following the vest and exercise of
share rights, subject to any minimum shareholding obligations and insider trading policies.
• No dividends (or voting rights) are received on the deferred share rights during the deferral
period.
3
Risk Containment is an important Critical Risk Management field walk activity to identify and immediately intervene to reduce critical risk exposure.
Fletcher Building Limited Remuneration Report 2025 8
2.5 Long-Term Incentive (LTI)
The following table summarises the Group’s equity-based Executive Long-Term Share Scheme (ELSS).
LTI Element Description
General
Eligibility
• Participation in the ELSS is by annual invitation at the discretion of the Board and those eligible
include the Managing Director and Group CEO, and Chief Executives
Opportunity
• Managing Director and Group CEO: Target = 150% of Base Salary
• Chief Executives: Target = 50% of Base Salary
• Maximum opportunity is 1x Target for all participants
Vehicle
• Under the ELSS, participants purchase shares in the Company at the offer price with an interest-
free loan. The offer price is established at market value at the commencement of the three-year
restrictive period. The shares are held by a trustee on behalf of participants until the end of that
three-year restrictive period.
• Provided the nominated share performance criteria are met and participants remain employed
with the Group throughout the restrictive period, a taxable cash bonus is paid sufficient to repay
the interest-free loan related to vested shares and legal title in the shares is then transferred to
the participants.
• Subject to the impact of any increase in the tax rate since allocation, net after-tax dividends
related to the vested shares are paid to the employee.
• To the extent that the performance criteria are not met, or the participant ceases to be employed
by the Group, the shares are forfeited, and the proceeds used to repay the interest-free loan.
Exceptions to this are considered in the case of redundancy or retirement.
Performance conditions
Overview
• The ELSS is designed to align executive remuneration with sustainable financial outcomes for
shareholders over the longer term, and to attract and engage participants.
Performance
conditions,
weightings,
and timing
(FY25 ELSS
grant)
• The FY25 ELSS grant is subject to two equally weighted performance criteria, tested at the end of
a 3-year restrictive period:
• Relative Total Shareholder Return (rTSR); and
• Return on Funds Employed (ROFE).
• TSR performance is determined by benchmarking, by way of percentile ranking, the TSR
performance of the Group against a NZX All and ASX 200 index in equal measure (i.e. 25% each).
To improve comparability with Fletcher Building (FB), both indices have been filtered to include
companies with a market capitalisation above $100m in the Industrial, Materials (excluding
Metals & Mining), Consumer Discretionary and Real Estate (excluding REITs) sectors.
• The relative TSR performance and vesting entitlements are set out in the table below.
TSR Percentile Percentage entitlement
Below 51
st
Nil
At 51
st
50%
Above 51
st
to below 75
th
51% - 99% linear pro-rata
At or above 75
th
100%
• ROFE performance is determined by dividing EBIT by average funds employed and assessing it
using the performance thresholds set out in the table on the following page.
• The ROFE performance range includes a threshold at the point where ROFE equals the weighted
average cost of capital and a maximum of 15%. Performance is assessed in the year of vesting
based on EBIT, excluding the impact of Mergers & Acquisitions (M&A) and restructuring costs.
• The ROFE performance and vesting entitlements are set out on the following page:
9 Fletcher Building Limited Remuneration Report 2025
LTI Element Description
ROFE Percentile Percentage entitlement
At or below weighted
average cost of capital
(WACC)
Nil
Between WACC and 15% 1% - 99% linear pro-rata
At or above 15% 100%
• The Board has the discretion to determine the extent to which any shares held in the ELSS should
be transferred in any takeover, merger or corporate restructure.
2.6 Minimum shareholding requirement
Over time, the Managing Director and Group CEO, Executives (reporting directly to the Managing Director and Group CEO) and
General Managers must acquire and maintain a holding in the Group’s ordinary shares until such time as the greater of the sum
invested or the market value of their shareholding exceeds 100%, 75% and 50% of their base remuneration respectively. Any
shares granted under the ELSS do not count towards the minimum shareholding requirement unless they vest.
Although there is no time limit in which the Managing Director and Group CEO and Executives must build this investment, any
shares which vest under the STI Plan, ELSS or any similar scheme can't be sold until their shareholding equals or exceeds the
minimum requirement.
These shareholding requirements strengthen the alignment of executives’ equity with long-term Group performance and the
interests of shareholders.
As at 30 June 2025, the Managing Director and Group CEO (Andrew Reding) had a holding in the Group’s ordinary shares equal to
26.5% of his base remuneration. These figures have been calculated in accordance with the minimum shareholding requirement
methodology, which uses the greater of the sum invested or the market value of the shares. This does not include any unvested
STI Equity or LTI awards. Provided the Group achieves on-target performance, the combined STI Equity and LTI target
opportunities for this role would amount to the value of this requirement within 3 years.
2.7 FBuShare
FBuShare is Fletcher Building’s employee share plan available to all permanent employees. The plan aims to connect our people
with our performance, and to promote employee engagement and retention. Employees acquire shares in the Group and, if they
continu e to be employed after a three-year qualification period, they become entitled to receive one bonus award share for
every two shares purchased in the first year of each qualification period and still owned at the end of that period. FBuShare does
not requi re any performance criteria to be met. FBuShare has a minimum contribution rate of NZ$250 per annum and a
maximum contribution rate of NZ$5,000 per annum (or the equivalent currency in other countries). Directors are not eligible to
participate in FBuShare.
2.8 Malus & clawback
Our malus and clawback framework applies to unvested and vested STI, both cash and deferred, and unvested and vested LTI
awards. Under this framework, the company has the right to reduce the incentive remuneration component prior to payment or
vesting, and clawback the incentive remuneration amount from a participant for a period of three years from the end of the
financial year for which the STI payment is made or vesting of the LTI.
There are four key steps in the framework, each of which contain a set of parameters and/or questions that guide management
and Directors in determining the extent to which any STI or LTI would be impacted. These steps include:
1. Identifying and investigating trigger events;
2. Assessing trigger events and required consequences;
3. Determining accountability and intent; and
4. Quantifying the adjustment and application.
Although a list of financial and non-financial trigger events have been identified for which this framework would apply, this list is
not exhaustive, and management, the People and Remuneration Committee or Board may determine other events apply in its
ultimate discretion.
During FY25 no trigger events were identified and therefore, the Board was not required to consider application of the malus &
clawback framework.
Fletcher Building Limited Remuneration Report 2025 10
3. PERFORMANCE OUTCOMES
3.1 5-year performance summary
Financial year
FY25
FY24 FY23 FY22 FY21
Short-term performance
Net earnings/loss ($m)
(419) (227) 235 432 305
EBIT ($m)
(1)
384 516 782 756 668
Cash ($m)
(2)
413 766 517 592 879
Managing Director and Group CEO STI achieved
(as a % of maximum)
- - - - -
Acting Group CEO STI achieved
(as a % of maximum)
(3)
- 18.3 - - -
Previous Group CEO STI achieved
(as a % of maximum)
(4)
- - 36.0 92.5 94.0
Long-term performance
1-year TSR (%)
(5)
7 (45) 15 (28) 107
3-year TSR (%)
(6)
(33) (45) 74 12 12
ROFE (%) 8.0 10.0 17.1 19.3 18.8
Dividends (cents per share)
(7)
0.0 0.0 40.0 36.0 12.0
Ye a r-end share price ($) 2.89 2.83 5.42 5.04 7.52
Group CEO LTI Vested (as a % of maximum) - - - - -
Group CEO LTI grant date
1 September
2022
1 July 2021 1 July 2020 1 July 2019 1 July 2018
(1) EBIT excludes significant items, however, includes the impact of Iplex® Australia Pro-Fit costs in FY23 and includes the results of Tradelink in FY24.
(2) The Cash measure was operational cash flow in FY19-FY22, and trading cash flow (excluding significant items) in FY23, and trading cash flow (excluding significant items and legacy)
in FY24 and FY25 . Trading cash flow excluding significant items is calculated consistently with the published Group cash flow from operations, excluding cash tax and significant
items, but adjusting/deducting for lease interest and principal payments classified as part of cash flows from financing activities, to represent business unit-controlled cash flows.
(3) The amount displayed for the Acting Group CEO is for the relevant time he was in this position for FY24 (i.e., 29 March 2024 to 30 June 2024) and is reflective of performance only
as the Board applied discretion for the Acting Group CEO and Chief Executives to fully forfeit FY24 STI payments.
(4) The previous Group CEO finished in his role on 23 August 2024, therefore was not eligible for a FY24 STI payment.
(5) Share price movement in year and gross dividend received, to prior year closing share price.
(6) Using 5-day VWAP as per the terms of the Executive Long-Term Share Scheme.
(7) Gross dividend paid during the period.
3.2 FY25 Short-Term incentive (STI) performance
Safety Performance
All executives met or exceeded the required safety leadership interactions in FY25 and all divisions achieved their safety lead
goals . TRIFR across the Group has improved from 3.2 in FY24 to 2.9 in FY25.
In the event of a fatality or serious injury, the Board has the discretion to adjust any or all of the STI payment and in doing so
considers the leader’s length of time in role (and therefore ability to influence), their demonstrated leadership prior to the
incident as well as the quality of the leader’s response post-incident. The Board recognises the importance of this discretion, and
has and will continue to adjust outcomes where is considered appropriate.
In FY2 5, we had two serious life-altering injur ies - an incident where a truck driver was caught between a loader bucket and a
concrete wall, causing injury to their head and torso, and an arm amputation. Aligned to our belief that all injuries are
preventable, the Safety, Health, Environment and Sustainability (SHES) Committee considered all factors associated with this
incident, including leadership performance and efforts of the teams.
Where appropriate, the SHES Committee provides its findings to the People and Remuneration Committee to review the impact
on remuneration outcomes using the STI Discretionary Impact Framework. As per this framework, only serious injuries which
were fatal or serious with potentially fatal consequences are reviewed to assess whether discretion should be applied to impact
STI outcomes. This ensures that leaders are not unfairly sanctioned for events which, under slightly different circumstances,
would not have caused serious harm.
11 Fletcher Building Limited Remuneration Report 2025
While the incident related to the truck driver resulted in a temporary injury, the subsequent WorkSafe investigation highlighted
robust processes and leadership, identifying individual decision making as the root cause. After considering all associated factors,
it was determined that this incident should not impact t he STI outcome this year.
A review of the arm amputation incident, which resulted in a permanent injury to the individual, revealed that appropriate
action was taken by senior leadership prior to the incident. However , considering all relevant information, a 50% reduction to
formulaic incentive outcomes was recommended for the relevant line managers – i.e. those below a senior leader level (noting
the complete forfeiture of FY25 incentives).
Financial performance
The Construction division exceeded its maximum performance hurdles for the EBIT and Cash (from continuing operations) goals,
while all other divisions and the Group were below threshold.
For the purposes of the FY25 STI plan, the Construction division’s financials were split between financials from continuing
operations and financials related to legacy projects. The purpose of this approach was to drive a separate but key focus on both
the criticality of delivering the in-year financials for the go-forward business and completing legacy projects.
Construction’s Legacy Cash and Work Won results were below threshold.
Individual performance
Given EBIT gates were not met in FY25, no Chief Executives were eligible for payments for their individual goals.
Board discretion applied
In light of the Group’s poor financial performance, the Board exercised its discretion to forfeit all FY25 non-sales and non-
commission-based incentives, even in cases where performance hurdles were met or exceeded.
3.3 Long-Term incentive (LTI) performance
The July 2021 long-term share scheme grant, which was within the 12-month retest period up to 30 June 2025, was below the
minimum threshold performance level and was therefore forfeited. As a reminder, the LTI retest extensions were removed with
the 2022 grant, and therefore the 2021 grant is the last grant for which a retest extension applied.
The vesting and forfeiture of shares (due to failure to meet performance criteria) over the last five years are set out in the
following table:
Date of grant Shares granted
% vested % forfeited
September 2024
1,221,407
In-flight
September 2023
745,440
September 2022
(1)
616,654
July 2021
(2)(3)
395,085 0% 100%
July 2020
(4)
1,998,635 0% 100%
(1) As per the prospective LTI changes introduced in FY23, grant and test dates were aligned to the announcement of the Group’s full year results, and the retests were removed.
(2) Due to a change in the remuneration framework for General Managers (GMs) during FY21, this employee group is no longer eligible for LTI awards, resulting in a lower number of
shares granted in July 2021 compared to previous years. Equity is delivered for GMs through the Equity deferral of their STI component.
(3) The restrictive period for the 2021 grant was extended for 12 months until 30 June 2025. Fletcher Building's TSR did not meet the minimum vesting threshold for the period ended
30 June 2025. Therefore, 100% of the shares in the 2021 grant will be forfeited in August 2025.
(4) The restrictive period for the 2020 grant was extended for 12 months until 30 June 2024. Fletcher Building's TSR did not meet the minimum vesting threshold for the period ended
30 June 2024. Therefore, 100% of the shares in the 2020 grant were forfeited in August 2024.
Fletcher Building Limited Remuneration Report 2025 12
4.GROUP CEO REMUNERATION
4.1 Managing Director and Group CEO
4.1.1 Remuneration package overview
The following diagram illustrates how remuneration is delivered to the Managing Director and Group CEO.
Fixed Remuneration Base salary and other benefits
Short-Term incentive
Cash (50%)
Deferred Equity (50%)
Long-Term incentive
Shares
50% relative TSR and 50% ROFE
4.1.2 Remun
eration mix
Andrew Reding’s annual base remuneration as at 30 June 2025 was $1,45 0,000, with an on-target STI of 100% of base salary and
LTI of 150% of base salary. The current mix of remuneration components for the Managing Director and Group CEO is set out
below and illustrates the significant weighting of variable pay (at risk), which is subject to the achievement of short-term and
long-term strategic goals.
The charts below show the Managing Director and Group CEO’s remuneration pay mix as a percentage of total package for both
on-target performance and maximum performance.
Equity Pay
Variable Pay (at risk)
LTI: Long-Term Incentive
STI: Short-Term Incentive
FR: Fixed Remuneration
(includes base salary and
other benefits)
The tabl
e below outlines the Managing Director and Group CEO’s annual remuneration package at target and at maximum in
NZD . This does not reflect actual remuneration received during the year. This information is set out in the next section of the
report.
At tar
get At maximum
Remuneration element
Value in NZD
% of total package
Value in NZD % of total package
Fixed Remuneration 1,456,102 28.7% 1,456,102 25.1%
STI Cash 725,000 14.3% 1,087,500 18.7%
STI Equity 725,000 14.3% 1,087,500 18.7%
LTI 2,175,000 42.7% 2,175,000 37.5%
Total remuneration package 5,081,102 100.0% 5,806,102 100.0%
FR
25%
STI
Cash
19%
STI
Equity
19%
LTI
37%
Start of
the year
End of
Year 1
End of
Year 2
End of
Year 3
FR
29%
STI Cash
14%
STI
Equity
14%
LTI
43%
13 Fletcher Building Limited Remuneration Report 2025
4.1.3 Remuneration received
The remuneration Andrew Reding received for FY25 is set out in this section .
Andrew commenced as a Board Director on 22 August 2024; prior to being appointed as Managing Director and Group CEO on
30 September 2024. For the period between 22 August and 30 September he therefore received $22,081 in director fees. For
completeness, Andrew has not received any additional Board fees for his role as Managing Director since commencing as Group
CEO.
The following table details the remuneration Andrew Reding received as Managing Director and Group CEO, i.e. for the period of
30 September 2024 to 30 June 2025.
FY25
Base remuneration $1,093,255
Other benefits
(1)
$1,720
Total fixed remuneration $1,094,975
Short-Term Incentive accrued in the financial year
(2)
-
Long-Term Incentive vested in the financial year
(3)
-
Total incentives received -
Total remuneration received
(4)
$1,094,975
Long-Term Incentives granted (only awarded after 3 years, if performance criteria are met)
Long-Term Incentive – number of shares granted 447,607
(5)
Long-Term Incentive – face value of grant $2,175,000
(1) Includes medical insurance.
(2) No FY25 Senior STI is payable.
(3) As the Managing Director and Group CEO only started in FY25, he is not eligible for any LTI vesting.
(4) This table sets out remuneration awarded for the relevant financial year.
(5) Based on a share price of NZ$2.96 being the volume weighted average price for the five business days prior to 1 September 2024.
The number of shares granted under the LTI is
calculated after deducting income tax for the relevant financial year.
Fletcher Building Limited Remuneration Report 2025 14
4.1.4 Comparison of remuneration packages for the previous Group CEO and the current Managing Director and Group CEO
With the appointment of Andrew Reding, the Board took the opportunity to reset the remuneration package for the Managing
Director and Group CEO to have a stronger emphasis on the long-term and be more tightly tied to share price performance.
The Managing Director and Group CEO’s remuneration package was therefore designed with an emphasis on performance-based
pay , with a significant portion delivered in equity. The Board also took the opportunity at the time of Andrew’s appointment to
reduce both the amount of fixed remuneration and the total package size, in line with business performance and compared to
the previous Group CEO’s arrangements.
Fixed remuneration was reduced by $866k to $1.5 million, and the total maximum remuneration decreased by $2.0 million to
$5.8 million. At the same time, the maximum incentive opportunity increased from 248% to 300% of base salary, shifting a
greater portion of the package towards performance-based incentives. Importantly, 56% of the Managing Director and Group
CEO’s total remuneration is now delivered in equity that vests over time, reinforcing long-term alignment with shareholder
interests.
The chart on the following page compares the remuneration packages (in NZD ‘000s) of the previous Group CEO and the current
Managing Director and Group CEO at minimum, target and maximum levels. It also illustrates the proportion of each package
delivered in cash and equity at each point.
% package delivered in Equity
2,323
1,456
2,323
1,456
2,323
1,456
1,868
1,088
1,245
725
-
-
1,868
1,088
1,245
725
1,779
2,175
1,779
2,175
Previous Group CEO
MD & Group CEO
Previous Group CEO
MD & Group CEO
Previous Group CEO
MD & Group CEO
Fixed RemunerationShort-Term incentive - Cash
Short-Term incentive - EquityLong-Term incentive - Equtiy
Minimum
At target
Maximum
% package delivered in Cash
0% equity : 100% cash
0% equity : 100% cash
57% equity : 43% cash
46% equity : 54% cash
56% equity : 44% cash
47% equity : 53%
15 Fletcher Building Limited Remuneration Report 2025
4.2 Previous Group CEO and Acting Group CEO
4.2.1 Remuneration received – Previous Group CEO
The remuneration Ross Taylor received as previous Group CEO for FY25 is set out in the table below. As he finished in his role as
Group CEO on 23 August 2024, the following remuneration information is only for the period 1 July 2024 to 23 August 2025. For
completeness, no Long-Term Incentives were granted to the previous Group CEO in FY25.
FY25
FY24
Base remuneration $328,486 $2,223,600
Other benefits
(1)
$8,230 $98,903
Total fixed remuneration $336,716
Short-Term Incentive accrued in the financial year -
(2)
-
(3)
Long-Term Incentive vested in the financial year
(4)
- -
Total incentives received -
Leave entitlements upon termination $322,377 -
Total termination entitlements $322,377
Total remuneration received
(5)
$659,093 $2,322,503
(1) Includes medical insurance, KiwiSaver and statutory Australian Superannuation contributions for days worked in Australia.
(2) The previous Group CEO was not eligible for the FY25 STI payment .
(3) The previous Group CEO was not eligible for an FY24 STI payment.
(4) The July 2021 LTI (tested in July 2024) and the July 2020 LTI (retested in July 2024) did not meet the required performance hurdles for vesting to occur.
(5) This table sets out remuneration awarded for the relevant financial year. The table in Section 6 shows remuneration received during the year, which includes amounts relating to
prior years but paid in the current financial year.
4.2.2 Remuneration received – Acting Group CEO
The remuneration Nick Traber received for FY25 is set out in the table below. As he was in his role as Acting Group CEO from 1
July 2024 to 29 September 2025, the following remuneration information is only related to this period. Upon termination Nick
received his contractual entitlements only. For completeness, no Long-Term Incentives were granted to the Acting Group CEO in
FY25.
FY25
FY24
Base remuneration $344,444 $352,143
Other benefits
(1)
$57,417 $13,682
Total fixed remuneration $401,861
Short-Term Incentive accrued in the financial year -
(2)
-
(3)
Long-Term Incentive vested in the financial year
(4)
- -
Total incentives received - -
Payment in lieu of notice $548,056 -
No-fault severance payment (as per contractual entitlement)
(5)
$700,000 -
Leave entitlements upon termination $132,071
Total termination entitlements $1,380,127
Total remuneration received
(6)
$1,781,988 $365,825
(1) Includes medical insurance and KiwiSaver.
(2) The Acting Group CEO was not eligible for the FY25 STI payment.
(3) The Board applied discretion for the Acting Group CEO and Chief Executives to fully forfeit FY24 STI payments.
(4) The July 2021 LTI (tested upon termination) did not meet the required performance hurdles for vesting to occur.
(5) Andrew Reding was appointed as permanent Managing Director and Group CEO during the year, thereby concluding Nick Traber’s role as Acting Group CEO which triggered the no-
fault severance clause in his contract (6 months’ base salary) - a common term in Chief Executive contracts.
(6) This table sets out remuneration awarded for the relevant financial year. The table in Section 6 shows remuneration received during the year, which includes amounts relating to
prior years but paid in the year due to timing differences.
Fletcher Building Limited Remuneration Report 2025 16
4.3 Managing Director and Group CEO FY25 STI outcome
For FY25, the following financial and non-financial measures were considered by the Board to incentivise earnings and operating
cash, and to drive sustainable business performance. STI performance was measured between threshold and maximum hurdles,
with straight-line pro-rata calculation from 0% at threshold to 150% at maximum. While the Board has decided to apply
discretion and fully forfeit all FY25 STI payments, we have disclosed the Managing Director and Group CEO’s scorecard to
illustrate performance against the targets set by the Board. The table below summarises performance against targets for each for
the measures under the Managing Director and Group CEO’s FY25 STI.
Measure
Scorecard
weighting pay-
out range
Actual
outcome: %
of maximum Comment
Safety gate
Gate for any
payment
Actively led the Protect Strategy through a visible
commitment to on-site safety including safety walks and
team engagement at various sites across the Group.
Financial goals
FB Group EBIT
(gate to individual goals)
0% - 45%
The annual EBIT (excluding significant items) result of
$384 million was below the threshold performance
hurdle.
FB Group Cash 0% - 20%
Trading cash flow performance (excluding significant
items and legacy cash) of $413 million was below the
threshold performance hurdle.
Safety goals
Risk containment sweeps completed, and
critical control verification plan actions
closed within timeframes, with 65% of
critical risks controlled across the Group.
0% - 5%
The focus on the roll-out of critical risk initiatives is key in
driving the right behaviours and focus. With high uptake,
the number of sweeps completed across FB materially
exceeded the target, resulting in more critical risks
controlled and creating a safer workplace. All elements of
this goal were achieved.
FB Group Total Recordable Injury
Frequency Rate (TRIFR) reduced from 3.3
to 3.0 or below.
0% - 5%
Group TRIFR has decreased from 3.3 to 2.9 during FY25,
achieving the targeted reduction.
Individual goals
Construction legacy project works
completed within the provisions that were
communicated to the market in February
2024.
0% - 5%
While the timing and costs for the New Zealand
International Convention Centre had changed by the time
Andrew commenced as CEO, he was key in settling claims
related to the Puhoi to Warkworth project.
Increase female operational leaders in line
with the planned target of reaching 30%
women in leadership by FY27 .
0% - 5%
Representation of female operational leaders increased
by 2% to 21% in FY25 , which did not meet the FY25
target.
Effectively manage the Western Australia
plumbing issue by securing an industry
response which best manages the issue
and ensuring a go-forward plan and team
are in place.
0% - 5%
The joint industry response to the Western Australian
plumbing issues was finalised and signed. This provides a
practical and immediate response to the affected
homeowners at no cost.
Develop the go-forward strategy, establish
and meet FY25 key milestones and
effectively communicate this to
shareholders and the market.
0% - 10%
Following a comprehensive review, the go-forward
strategy is focu sed on the manufacturing and distribution
of building products and materials, as communicated in
investor and results presentations.
Key milestones achieved include cost-saving restructures,
the closure of non-core operations, CSP divestment, and
several other capital and operational initiatives.
FY25 STI Outcome (as a % of maximum) 0% - 150% 0% Note: Board discretion applied to fully forfeit FY25 STI
Key:
At or above
maximum
Achievement
between target and
maximum
Partial achievement
between threshold and
target
At or below threshold
achievement
17 Fletcher Building Limited Remuneration Report 2025
5. FRE QUENTLY ASKED QUESTIONS
Key Questions Fletcher Building Response Reference
Leadership Transition Arrangements
What remuneration
arrangements are in place
for the previous Group
CEO’s (Ross Taylor’s) exit?
Ross Taylor (previous Group CEO) went on garden leave on 28 March 2024. To
support an orderly transition, Ross remained available to support Nick Traber
(the Acting Group CEO) and the business as required until the end of his notice
period on 23 August 2024. No other severance has been paid to Ross.
His in-flight (i.e. granted but not yet vested) STI Equity and LTI awards have been
treated as per the scheme rules. Retention of these awards is in place so
Executives have a long-term focus on the performance of the company (even
post termination), as the final value of the awards will be subject to share price
performance at vesting.
• Deferred STI Equity: The FY22 deferred STI Equity (207,910 share right)
vested in September 2024 and the FY23 deferred STI Equity (143,031 share
rights) remains on-foot until vesting date (2 years post grant).
o STI Equity refers to a portion of STI earned in previous years, which has
been deferred into share rights. These awards are not subject to further
performance conditions.
• FY22 and FY23 LTI awards: Remains on-foot and will be tested at the end of
the restrictive period (3 years post grant). Both awards are pro-rated for time,
resulting in 111,075 shares for the FY22 LTI and 63,121 shares for the FY23
LTI.
o Given that the LTI has not yet been earned (in contrast to the STI
Equity), it is prorated for the portion of the vesting period served. It also
remains subject to the rTSR and ROFE performance conditions at the
end of the restrictive period and the value of the awards are subject to
share price.
Section
4.2.1
What remuneration
arrangements are in place
for the Acting Group CEO’s
(Nick Traber’s) exit?
Nick Traber’s final day as Acting Group CEO was 29 September 2024.
In accordance with the terms of his employment agreement, the remainder of
his six months’ notice period was paid in lieu ($548k) , along with any outstanding
leave entitlements ($132k), and a lump sum payment equivalent to six months’
base salary ($700k) under the ‘no-fault’ severance clause of his contract.
His in-flight (i.e. granted but not yet vested) STI Equity and LTI awards have been
treated as per the scheme rules. Retention of these awards is in place so
Executives have a long-term focus on the performance of the company (even
post termination), as the final value of the awards will be subject to share price
performance at vesting.
• Deferred STI Equity: The FY23 deferred STI Equity (30,108 share rights)
remains on-foot until vesting date (2 years post grant).
o STI Equity refers to a portion of STI earned in previous years, which has
been deferred into share rights. These awards are not subject to further
performance conditions.
• FY22 and FY23 LTI awards: Remains on-foot and will be tested at the end of
the restrictive period (3 years post grant). Both awards are pro-rated for time,
resulting in 32,417 shares for the FY22 LTI and 19,363 shares for the FY23 LTI.
o Given that the LTI has not yet been earned (in contrast to the STI
Equity), it is prorated for the portion of the vesting period served. It also
remains subject to the rTSR and ROFE performance conditions at the
end of the restrictive period and the value of the awards are subject to
share price.
Section
4.2.2
Fletcher Building Limited Remuneration Report 2025 18
Key Questions Fletcher Building Response Reference
How does the remuneration
package for the Managing
Director & Group CEO
(Andrew Reding) compare to
the previous Group CEO
(Ross Taylor)?
With the appointment of Andrew Reding to the role of Managing Director and
Group CEO the Board took this opportunity to reset the remuneration package to
have a stronger emphasis on the long-term and be more tightly tied to share
price performance.
While Andrew Reding’s maximum incentive opportunity is higher than the
previous CEO, this is more than offset by the lower base salary in comparison to
the previous CEO. The overall size of the remuneration package is reduced by
$2.1m, with the total maximum incentive also being reduced by $1.2m.
This results in more of Andrew Reding’s remuneration package being delivered
through performance incentives than fixed remuneration.
If the Managing Director and Group CEO performs strongly, over half the package
(56%) would be paid in equity, which would vest over time – creating tight
alignment with shareholders.
Section
4.1.4
Remuneration Report vote
Why did you put the
remuneration report to a
vote at the ASM?
As a New Zealand incorporated company listed on the ASX, Fletcher Building is
not required to disclose an Australian-style remuneration report or put that
remuneration report to a vote.
While FB is not legally required to put our remuneration report to a vote, we
presented the FY24 report to a non-binding vote (i.e. not a substantive rule but
to understand shareholder views) at the 2024 October ASM. This decision was
taken to enhance and evolve shareholder engagement on remuneration, in
response to feedback from investors, and as a matter of good corporate
governance.
Message
from the
Committee
Chair
What will happen in the
event of 2 strikes against the
remuneration report?
In contrast to Australia requirements, we are not adopting a vote to spill the
board in the event of 2 consecutive strikes. Based on Australian practice, this
resolution is almost never approved, it is expensive, and the FB Directors are
focused on Board renewal.
The Board was renewed during FY25, with the resignations of Bruce Hassall, Rob
McDonald, Doug McKay, and Martin Brydon in FY24, and the appointments of
Tony Dragicevich, Jacqui Coombes, James Miller and Andrew Reding. We will
continue regular engagement to gain feedback on and improve our remuneration
practices and reporting.
Message
from the
Committee
Chair
Why does FB not comply
with all Australian
requirements?
As a dual listed company, incorporated in New Zealand, we comply with the
Australian requirements that are most meaningful for our shareholders and will
assist in assessing FB’s remuneration.
Complying in full would be cost prohibitive and compliance for compliance’s sake
without increasing value for shareholders. We will consult on and consider
additional information investors would like disclosed.
Message
from the
Committee
Chair
With the inaugural
shareholder vote on the
Remuneration Report now
complete, how have you
incorporated feedback from
those that voted against the
report?
FB considered all shareholder feedback and incorporated changes where
appropriate into the remuneration structure and throughout the report.
Section
2.2,
Section 4 ,
and
Section 5
19 Fletcher Building Limited Remuneration Report 2025
Key Questions Fletcher Building Response Reference
Why have all Key
Management Personnel
(KMP ) not been included in
the remuneration report?
The decision of who a KMP is has always been discretionary such that practices
vary broadly across the ASX. Furthermore, in New Zealand disclosure of
individuals’ remuneration requires consent. This would be prohibitive for a broad
group and disclosure for many New Zealand executives could lead to upward
pressure on pay over the longer term as well as the risk of key talent poaching.
Message
from the
Committee
Chair
Remuneration framework
Do you think the executives’
remuneration framework
balances the short- and
long-term?
Executives are focused on the quality of earnings over the longer term via the LTI
component (which is a significant element of total remuneration), the two-year
STI deferral (which is aligned with shareholders via share price appreciation or
depreciation during that time), and those individual STI goals which are future
focused.
The introduction of STI deferral in FY22 was also accompanied by an increase in
the mandatory shareholding for the Managing Director and Group CEO from 50%
to 100% of base salary, and from 50% to 75% for other Executives.
Section 2.2
How is ROFE calculated? ROFE is EBIT on average funds. With regards the treatment of significant items
for the purposes of calculating LTI, ROFE will include any asset impairments that
have been made but exclude any M&A divestments and restructuring costs.
We take the deduction on asset impairment because management hasn’t
supported the value of the business. But for M&A, almost invariably a divestment
is not being made by the management team who bought it. We don’t want to
have perverse incentives where management might not look to do a divestment
if there’s going to be a write down and negatively impact their LTI, or conversely,
asset sales just because of the gain, to positively impact their LTI.
Section 2.5
Why does Fletcher Building
have a loan scheme rather
than a performance rights
scheme? This would seem
to be more complex for
employees and the
company, especially with
regards to the taxation of
the “bonus” part of the
scheme.
This has been a long-running plan that was majority practice in New Zealand.
Many New Zealand companies still apply these loan plans. The loan-based plan is
retained because it ensures the tax on the share price appreciation is not borne
by the Company, as it would be under a share rights plan.
With a reduced number of participants in the LTI plan (~12 remaining), the
simplicity of the plan is less relevant as any clarification on the operation of the
plan can be dealt with on a case-by-case basis.
Section 2.5
Why did the Board decide to
fully forfeit the FY25 STI
payments?
The Board decided to apply discretion to the FY25 STI and fully forfeit all
payments, to appropriately reflect the financial performance of the company,
and the experience of shareholders.
Section 3.2
Remuneration Governance
Why did you not hold a
remuneration roadshow this
year?
FB typically engages key investors and proxy advisors about our senior leader
remuneration frameworks, including any potential changes, ahead of each
financial year through a remuneration roadshow conducted in March/April.
It was decided to not hold a roadshow this year as FB was undergoing a Strategic
Review that was only completed in June 2025, and any material reviews or
resulting changes to remuneration frameworks will only be considered following
the completion of this review so they are aligned to and support the strategy.
Furthermore, the Chair of the People and Remuneration Committee, who leads
investor engagement about remuneration matters, only commenced the role on
1 May 2025. The only critical changes made were to the STI design FY26, which
are outlined in Section 1.
Investors will be engaged about remuneration matters through a roadshow
during September 2025 and at the ASM in October 2025, at which point the new
Chair of the People and Remuneration Committee will be in a position to provide
clarity on the organisation’s approach to remuneration.
Message
from the
Committee
Chair
Fletcher Building Limited Remuneration Report 2025 20
6. EMPLOYEE REMUNERATION
Section 211(1)(g) of the Companies Act 1993 requires disclosure of the number of employees or former employees of the Group
whose remuneration and any other benefits received by them during the year in their capacity as employees, was equal to or
exceeded $100,000 per annum and to state the number of such employees or former employees in brackets of $10,000. These
amounts are included below and include all applicable employees or former employees of Fletcher Building worldwide. The
remuneration amounts include all monetary amounts and benefits actually paid during the year, including redundancies, the face
value of Long-Term Incentives vested, and amounts that relate to prior periods (due to timing of payments).
From NZD to NZD
New Zealand
business
activities
International
business
activities Total
From NZD to NZD
New Zealand
business
activities
International
business
activities Total
100,000 – 110,000 684 279 963
490,000 – 500,000 1 0 1
110,000 – 120,000 450 301 751
500,000 – 510,000 2 1 3
120,000 – 130,000 433 231 664
510,000 – 520,000 1 0 1
130,000 – 140,000 306 182 488
520,000 – 530,000 1 1 2
140,000 – 150,000 259 177 436
530,000 – 540,000 2 0 2
150,000 – 160,000 197 134 331
540,000 – 550,000 2 0 2
160,000 – 170,000 129 113 242
550,000 – 560,000 1 1 2
170,000 – 180,000 124 100 224
560,000 – 570,000 0 1 1
180,000 – 190,000 78 67 145
570,000 – 580,000 2 1 3
190,000 – 200,000 94 66 160
590,000 – 600,000 1 2 3
200,000 – 210,000 62 37 99
610,000 – 620,000 1 1 2
210,000 – 220,000 57 41 98
620,000 – 630,000 1 0 1
220,000 – 230,000 37 30 67
640,000 – 650,000 0 1 1
230,000 – 240,000 30 26 56
650,000 – 660,000 1 1 2
240,000 – 250,000 25 17 42
680,000 – 690,000 1 0 1
250,000 – 260,000 24 17 41
700,000 – 710,000 0 1 1
260,000 – 270,000 28 13 41
710,000 – 720,000 0 1 1
270,000 – 280,000 20 6 26
740,000 – 750,000 1 1 2
280,000 – 290,000 20 9 29
760,000 – 770,000 1 0 1
290,000 – 300,000 10 12 22
770,000 – 780,000 2 0 2
300,000 – 310,000 9 5 14
830,000 – 840,000 1 0 1
310,000 – 320,000 14 5 19
870,000 – 880,000 1 1 2
320,000 – 330,000 12 8 20
900,000 – 910,000 1 0 1
330,000 – 340,000 6 3 9
920,000 – 930,000 1 1 2
340,000 – 350,000 11 3 14
970,000 – 980,000 1 0 1
350,000 – 360,000 11 1 12
990,000 – 1,000,000 0 1 1
360,000 – 370,000 4 4 8
1,000,000 – 1,010,000 1 0 1
370,000 – 380,000 7 4 11
1,020,000 – 1,030,000 1 0 1
380,000 – 390,000 6 5 11
1,040,000 – 1,050,000 0 1 1
390,000 – 400,000 7 1 8
1,060,000 – 1,070,000 1 0 1
400,000 – 410,000 1 1 2
1,090,000 – 1,100,000 2 0 2
410,000 – 420,000 3 0 3
1,110,000 – 1,120,000 1 0 1
420,000 – 430,000 5 6 11
1,150,000 – 1,160,000 0 1 1
430,000 – 440,000 0 2 2
1,340,000 – 1,350,000 1 0 1
440,000 – 450,000 1 1 2
1,410,000 – 1,420,000 0 1 1
450,000 – 460,000 3 1 4
1,530,000 – 1,540,000 1 0 1
460,000 – 470,000 7 2 9
1,590,000 – 1,600,000 0 1 1
470,000 – 480,000 5 0 5
1,780,000 – 1,790,000 1 0 1
480,000 – 490,000 4 0 4
Total 3,218 1,930 5,148
The decrease in the highest bracket from the FY24 report to the FY25 report reflects the changes in Group CEO incumbents
throughout the year. The individual in the highest bracket is Nick Traber (Acting Group CEO), for whom a detailed breakdown of
remuneration received has been provided earlier in this report. The number of individuals above $1million in FY25 is 13
(compared to 15 in FY22, 17 in FY23 and 9 in FY24).
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.