OMV Rewrites Executive Pay Rules as Wittau Gas Flows and AGM Sets New Board Lineup

At OMV's AGM, new board members were elected, executive compensation shifted to all-cash bonuses with ESG targets, and the Wittau gas field—Austria's biggest find in 40 years—began production.

OMV shareholders descended on Vienna’s VIECON on Wednesday for an annual general meeting that, on the surface, was about filling board vacancies and tidying up a lapsed capital authorisation. But the gathering takes place against a backdrop of far more consequential shifts: a radical overhaul of executive remuneration, the startup of Austria’s largest gas find in four decades, and the impending handover of the CEO’s office. The shares, trading at €63.20 near their 52-week peak of €63.85, have already surged roughly 31% since the start of the year.

Four candidates stood for election to the supervisory board. Edith Hlawati – nominated to serve until the 2026 AGM – joins the line-up alongside Patrick Lammers, Andreas Klauser and Ahmed El-Hoshy, whose terms run to 2028. The appointments fill the gap left by Robert Stajic, who tendered his resignation in February effective from today’s meeting. Khaled Salmeen remains on the board until 2027, according to the current composition overview.

Shareholders also voted on amendments to the company’s bylaws. The most notable is the deletion of §3 paragraph 4 – the authorisation for a capital increase from authorised capital, which has expired. In addition, the board and supervisory board are tweaking attendance rules for a committee and tightening rules on depository confirmations.

The real drama, however, centres on how OMV will compensate its leaders from 2026 onward. The annual bonus will be paid entirely in cash, scrapping the previous mandatory one-third equity component. That equity element will now feed into a separate long-term incentive plan, a split designed to sharpen transparency. All board members must hold shares worth 100% of their base salary – a halving of the previous 200% requirement for the CEO. ESG and safety targets will account for 30% of bonus weighting, with a malus of up to 20% for safety lapses; serious incidents can wipe out variable pay entirely. The “change-of-control” clause has been removed.

The new structure builds on a solid 2025 performance that the current compensation report lays bare. OMV posted a CCS operating result of €4.6 billion, operating cash flow of €5.2 billion, an organic free cash flow of €1.5 billion, and a leverage ratio of 14%. The tie between executive pay and CO? reduction targets was already embedded in both the annual bonus and the long-term program. Seven of the ten employee representatives on the supervisory board listed ESG competence as a personal focus.

Separately, OMV has begun production at Wittau in Lower Austria, the country’s most significant gas discovery since 1986. The company invested around €150 million in drilling and infrastructure. The first phase is expected to yield roughly 11 terawatt-hours of natural gas, enough to supply 100,000 households for a decade. Total potential for the site is estimated at up to 48 TWh. First deliveries into the grid are scheduled for the winter of 2026/27.

The Wittau ramp-up and the revamped pay rules will take effect just as OMV enters a leadership transition. CEO Alfred Stern is stepping down in September 2026, replaced by former BP executive Emma Delaney – a change that coincides neatly with the rollout of the new compensation structure. The stock, last seen at €63.20, sits just below its 52-week high. With a projected dividend yield of around 7.2% for 2026, the share price appreciation since January offers investors both capital gains and a hefty payout.

Votes on the agenda items – including the approval of the remuneration policy – will be announced on the company’s website shortly after the meeting closes. OMV is webcasting the CEO and CFO presentations live in German and English, underlining its commitment to the “one share, one vote” principle with no preferential dividends, multiple voting rights, or golden shares. The afternoon session will reveal how the market digests this trio of corporate milestones.