29. 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 the Compliance Officer, General Counsel and the Internal Audit Manager and six additional senior managers. Amounts in this paragraph are in €.

The remuneration fees for other identified staff in 2024 have increased compared to 2023 due to the addition of six senior managers to Other identified staff category in 2024. 

The table below provides an overview of the total remuneration of the Management Board and other Identified Staff in 2024 and 2023. The remuneration is divided into three components: base salary, variable bonus, and social security charges & pension contributions.

The Compliance Officer, General Counsel, the Internal Audit Manager and the six additional senior managers do not receive a variable remuneration.

In 2024, the company was charged €1,080,000 (2023: €861,000) for the remuneration of the Management Board, consisting of €829,000 base salary (2023: €786,000) and €164,000 variable renumeration (2023: €0). In addition, social security charges and pension contributions amounted to €87,000 in 2024 (2023: €75,000) for the Management Board.

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: 66%). 

As the result after tax of the Fund in 2024 is positive (€1,127 million) the Management Board and the Management Team members will receive a variable remuneration over 2024. In 2023, there was no variable remuneration received by the Management Board and the Management Team members due to negative result of the year 2023.

As per year end 2024, one phantom share represents a value of €208.94 (based on INREV NAV, excluding distribution to be paid for 2024).

Only the Management Board and Management team members receive a variable remunerations. Other personel, included other identified staff members do not receive a variable remuneration.

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 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 60% direct and a 40% 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 the Management Board members and Management team members also includes clawback provisions. Up and until 2024 these provisions have not been applicable.