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28. Management Board and other identified staff remuneration

With regard to remuneration, Vesteda is in compliance with the Dutch Financial Supervision Act (FSA) provision on the remuneration of Identified Staff. The Management Board together with the Management Team members are considered Identified Staff, as well as two risk/compliance members (the Compliance Officer and the Internal Auditor). Amounts in this paragraph are in € .

In 2020, the company was charged €965,000 (2019: €884,000) for the remuneration of the Management Board, consisting of €708,000 base salary (2019: €698,000) and €170,000 variable renumeration (2019: €186,000).

In addition, social security charges and pension contributions amounted to €78,000 in 2020 (2019: €75,000) for the Management Board.

In 2020 the Supervisory Committee determined the individual variable bonus for 2019 of the Management Board and the Management Team. The Management Board declined, on their own initiative, pay-out of the variable bonus for 2019 in light of their sense of social responsibility. For this reason, the Supervisory Committee decided not to distribute the determined variable bonus 2019 (€186,000) to the Management Board.

The 2020 remuneration charges below include reservations for variable remuneration over 2020 to be awarded in 2021. The variable remuneration to be awarded will have a deferred component. Following the approval of the annual accounts for 2020, the Supervisory Committee will grant the target rewards for the Management Board for the year 2020.

 

Management Board

Other Identified Staff*

Charged to the company in 2020 (accrual basis)

  

Base salary charges

708,000

661,000

Variable remuneration charges 2020 (for future cash or shares)

170,000

86,000

Social security charges & pension contributions

78,000

144,000

Release of variable remuneration provided for in 2019

(186,000)

-

Total charged to the company in 2020

770,000

891,000

   

*Other identified staff as per 31-12-2020

  
   

#Phantom shares granted before 2019

5,048

982

#Phantom shares granted in 2019

1,186

510

#Phantom shares cashed in 2019

131

218

#Phantom shares granted end of 2019

6,103

1,274

#Phantom shares granted in 2020

-

381

#Phantom shares cashed in 2020

-

173

#Phantom shares granted end of 2020

6,103

1,482

#Phantom shares not locked up end of 2020

4,601

614

#Phantom shares locked up until May 2021

458

244

#Phantom shares locked up until May 2022

570

240

#Phantom shares locked up until May 2023

474

204

#Phantom shares locked up until May 2024

-

180

   

Phantom share value as per 31.12.2020

170.14

 

As per year end 2020, one phantom share represents a value of €170.14 (based on INREV NAV, excluding distribution to be paid for 2020).

The variable bonus scheme for Identified Staff was designed in compliance with the relevant provisions of the Dutch Financial Supervision Act (FSA).

In principle the bonus scheme for Identified Staff entitles the CEO to 26.6% of base salary for ‘on target’ performances, with a maximum of 40%. It entitles the CFO to 20% of base salary for ‘on target’ performances, with a 30% maximum. The Internal Auditor and Compliance Officer have no bonus scheme. All other Identified Staff (Chief Investment Officer (CIO) and Chief Operating Officer (COO)) are entitled to 20% of base salary for ‘on target’ performance, with a maximum of 30%. The Director Human Resources is entitled to 12% of base salary for ‘on target’ performance.

The bonus component is paid based on the achievement of preset qualitative and quantitative goals related to the strategic objectives in the business plan, which are set and evaluated by the remuneration committee of the Supervisory Committee. The bonus remuneration is divided into a direct and an indirect (deferred) component. Both the direct component and the deferred component are paid out half in so-called phantom shares and half in cash.

The direct component is paid immediately after the one-year performance period, and an indirect, deferred component is paid out or received after a period of three years. The direct phantom share component and the indirect phantom share component are subject to an appropriate retention policy which is aimed at balancing financial rewards with the company’s long-term interests.

To achieve an even stronger commitment on the part of the management to the strategy and the business of the Fund, Identified Staff are entitled to exchange the cash component for phantom shares.

The variable remuneration policy for Identified Staff also includes clawback provisions. Up and until 2018 these provisions have not been applicable.