Remuneration report

General

Total remuneration amounted to €17.3 million (99% fixed and 1% variable) in 2024, which was lower than the previous year (€18.7 million). In 2024, we implemented a 2% salary indexation and one-off compensation of €750 in December, pro rata to the employment contract.

The ratio of the annual total compensation for the highest compensated individual to the median annual total compensation for all employees (excl. the highest-compensated individual) was 6.8 in March 2024 (March 2023: 8.5).

Remuneration of the Management Board and other Identified Staff

Vesteda adheres to the Alternative Investment Fund Managers Directive (AIFMD) and the Dutch Financial Supervision Act, pursuant to which Vesteda has implemented a balanced remuneration policy in relation to the remuneration of Identified Staff. The Management Board, together with the Management Team members, are considered Identified Staff, as well as the Compliance Officer, the Internal Audit Manager and six additional senior managers.

Vesteda’s remuneration policy is clear and transparent and aims to be closely aligned with its strategy, business targets and the overall interests of Vesteda. It is also aligned with and a contributing factor to adequate and effective risk management. It aims to prevent management from taking risks that are not compatible with Vesteda’s risk profile. In addition, the remuneration policy is constructed in such a way that it avoids financial incentives that may encourage irresponsible risk taking in Vesteda’s operational and financial policies. This is why only the remuneration packages for the Management Board and Management Team members includes a variable component. No other identified staff members have any variable components.

The remuneration policy aims to contribute to the integrity and solidity of the company and to its long-term objectives, as well as the interests of Vesteda’s stakeholders. In this light, it is deemed essential that Management is focused on achieving concrete and ambitious targets and that it takes into account sustainability risks in the company’s day-to-day operations. The remuneration of the Identified Staff is aimed at preventing the taking of irresponsible risks for personal gain.

The total remuneration for the Management Board and the Management Team members comprises a fixed and a variable component. The variable component consists of 60% direct and unconditional and 40% indirect and conditional remuneration. The variable component is paid 50% in cash and 50% in phantom shares. The phantom shares are subject to a lock-up period of one year after the unconditional granting. Vesteda does not grant guaranteed variable remuneration.

The indirect component can be subject to a correction by the Supervisory Committee for three years. After this period, the indirect component is converted into an unconditional granting. The purpose of this lock-up period is to ensure that the focus of management is directed towards Vesteda’s business continuity and long-term objectives, which include sustainability objectives. If the Supervisory Committee believes that Vesteda faces undesirable results due to, for example, irresponsible risk taking on the part of the grantee, it could decide to apply a significant downwards adjustment of the indirect component.

The aforementioned variable remuneration entitles:

• The CEO to 26.6% of base salary for ‘on-target’ performance, with a maximum of 40%;

• The CFO to 20% of base salary for ‘on-target’ performance, with a maximum of 30%;

• The COO to 20% of base salary for ‘on-target’ performance, with a maximum of 30%;

• The HR Director to 8% of base salary for ‘on-target’ performance, with a maximum of 12%.

The overall remuneration of the other Identified Staff besides the Management Team members is not dependent on achieving certain individual targets via a variable component, which mitigates the risk that unsound business decisions are taken to the detriment of (sustainability) targets in the interest of personal gain.

The variable part of the remuneration depends on whether set targets are met. The following principles are applied:

• The targets should reflect a fair balance between:

• • Long-term and short-term goals;

  • Company goals and individual goals;

  • The interests of the various Vesteda stakeholders;

  • Financial and non-financial criteria;

  • Qualitative and quantitative criteria.

• Individual targets should have limited impact on the total remuneration;

• A material qualitative part of the variable component is at the discretion of the Supervisory Committee;

• Part of the variable remuneration will be invested in Vesteda and has a lock-up period of three years.

The targets that are related to the overall performance of the company should represent 70% of the target setting. The weight of the targets related to ESG is 40%. The targets should be ambitious and promote outperformance. In the event of underperformance on a specific target the variable remuneration component will not be awarded. In the event of a loss (negative result after tax, so including revaluation, excluding any derivative results), no variable remuneration based on financial criteria will be paid.

The targets are closely linked to the goals that are set in Vesteda’s current Business Plan and are reviewed on a quarterly basis by the Nomination and Remuneration Committee. The Supervisory Committee shall make the final assessment of whether the targets set have been achieved or not. Qualitative target achievements are based on 360-degree interviews, self-assessments and observations of all Supervisory Committee members. Quantitative targets are calculated and verified by Vesteda’s business control department.

Remuneration of Management Board and other Identified Staff in 2024

The remuneration of the Management Board and Management Team members is divided into the following components: base salary, variable bonus, social security charges & pension contributions. The other identified staff do not receive any variable remuneration. 

The increase in base salary for Identified staff compared to last year, is due to reclassifying six senior managers to Identified staff.

Variable remuneration charges
As determined by the Supervisory Committee, the Management Board and the Management Team members achieved a score between 80% and 85% of the ‘maximum’ targets in 2024 (2023: on average 66%).

Remuneration of the Management Board and other Identified Staff

Please see Note 29 to the consolidated financial statements for more information about the remuneration of the Management Board and other Identified Staff.

Remuneration of the Supervisory Committee

The total remuneration for the five Supervisory Committee members was €211 thousand in 2024 (2023: €202 thousand). The compensation for the chairman was €44 thousand and for the other members €31 thousand. The additional compensation for the chair of the Audit Committee and Nomination & Remuneration Committee was €7 thousand, while the additional compensation for the members of both Committees was €5 thousand and for one Supervisory Committee member there is a VAT component of €7 thousand. In addition, each member of the Supervisory Committee received an expense allowance of €2.5 thousand.