Remuneration report

General

Total remuneration amounted to €18.7 million (87% fixed and 13% variable) in 2023, an increase when compared with the previous year (€15.8 million). In 2023, we implemented a 6% salary indexation. In addition, we made a one-off payment of €1,000 per employee in December 2023, preceding the wage indexation in 2024. Until May 2023, the variable bonus was part of the remuneration policy for all staff members, which changed after that month. We introduced a new job evaluation system and at the same time abolished the bonus scheme for all staff members, excluding the Management Team.

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 8.5 in March 2023 (March 2022: 8.9).

Remuneration of 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 and the Internal Audit Manager.

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.

The remuneration policy aims to contribute to the integrity and solidity of the company and to the long-term objectives of the company and 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 Identified Staff is not disproportionately dependent on achieving certain individual targets, 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 targets should be ambitious and promote outperformance. Underperformance on a specific target means that 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 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 on 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 2023

The remuneration of the Management Board and other Identified Staff is divided into the following components: base salary, variable bonus, social security charges & pension contributions. The Compliance Officer and the Internal Audit Manager do not receive any variable remuneration.

Variable remuneration charges
As determined by the Supervisory Committee, the Management Board and the Management Team members achieved on average a score of 66% of the ‘maximum’ targets in 2023 (2022: 67%). However, in accordance with Vesteda’s remuneration policy, the Management Board and the Management Team members are not entitled to receive any variable remuneration in the event that Vesteda’s net result is negative. As Vesteda’s result after tax was negative in 2023 (-€656 million), the Management Board and the Management Team members received no variable remuneration.

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 €202 thousand in 2023 (2022: €181 thousand). The compensation for the chairman was €44 thousand and for the other members €31 thousand. The additional compensation for the chairmen of the Audit Committee and Nomination & Remuneration Committee was €7 thousand, while the additional compensation for the members of both Committees was €5 thousand. In addition, each member received an expense allowance of €2.5 thousand.