Remuneration of the Executive Board

Composition of the Executive Board

The members of the NS Executive Board are nominated by the Supervisory Board and appointed by the shareholder, the Ministry of Finance, for a period of no more than four years. Reappointments can be made for subsequent four-year periods. Marjan Rintel was appointed CEO of NS effective 1 October 2020. Her previous term of office, as Director of Operations, ended on 14 July 2020 and was extended until 1 October 2020. Roger van Boxtel's term of office originally ended on 31 July, but Mr Van Boxtel was found willing to continue his service and eventually stepped down on 30 September 2020. The appointment of Ms Rintel coincided with the reappointment of Bert Groenewegen for another four years. Eelco van Asch was appointed Director of Operations effective 1 March 2021. In 2020, the Executive Board comprised the following members:

In accordance with the remuneration policy, the term of the employment contract coincides with the term of office, with the exception of Ms Rintel. She already had a permanent contract before her first appointment. Pursuant to all employment contracts, the employer must observe a notice period of four months.

Remuneration policy

In 2018, NS began recalibrating its remuneration policy based on the National Government Participations Policy Memorandum (Deelnemingenbeleid Rijksoverheid). Effective 1 January 2020, the Minister of Finance, on behalf of the Dutch State, adopted the new remuneration policy for the NS Executive Board. The policy aims to enable the Supervisory Board to attract and retain highly qualified administrators (from both internal and external sources). The remuneration policy is required to support the objectives and strategy of NS and reflect the public nature of the company. It is based on the principles of the remuneration policy for state participations and complies with the best practice provisions on remuneration laid down in the Dutch Corporate Governance Code.
The pay ratio within the Executive Board is in line with common practice in the external market, depending on the job load for the position concerned. We use the Hay method to determine the job load, which also plays a role in determining remuneration levels for board members. The latter is done on the basis of a comparison with two reference markets: the public or semi-public reference market comprising state participations and transport companies (BNG Bank, COVRA, FMO, Gasunie, Havenbedrijf Rotterdam, KLM, NWB Bank, Amsterdam Airport Schiphol, TenneT, Thales, ProRail, RET, GVB and HTM) and the private reference market comprising Dutch companies with board level positions similar in weight to those at NS. The basis for establishing the reference income (base salary and variable remuneration) for Executive Board members is the median for the combination of fixed and variable components in these reference markets, with a ratio of 60% for the public and semi-public and 40% for the private sector. We chose the median as the basis because in both markets the median is stabler across job weight levels than higher or lower market levels. In addition, given the public nature of NS, the 60% versus 40% weighting for public/semi-public versus private takes into account a lower market level than the median relative to the overall Dutch market.
When determining the remuneration of Executive Board members, the remuneration policy’s impact on long-term value creation was taken into account. For NS, this means that the remuneration is determined with due regard for NS’s position in society, its obligations under the franchise and the long-term challenges for mobility in the Netherlands.
On premature termination of the employment contract at the initiative of NS, a severance payment cannot exceed one year’s base salary. The Supervisory Board decides whether a severance payment is to be paid and, if so, what the amount should be. Board members who are not reappointed will not receive a severance payment, unless the law provides otherwise.

Performance agreements for Executive Board members

The Executive Board has drawn up performance agreements that comprise collective and individual targets as laid down in so-called target letters. While the results do not give entitlement to any reward (see Variable Remuneration), they do form part of the assessment process. The individual targets are related to the portfolio for which the Executive Board member concerned is responsible. The table below presents the collective targets that applied for 2020. Since then, current developments have added further themes such as COVID-19, continuity and safety:

The COVID-19 crisis clearly had an impact on the targets that had been set for 2020. The ‘customer satisfaction’ KPI was not measured. The ‘integrity’ KPI was not measured for January 2021, but an earlier measurement in 2020 showed that 75% of our employees felt positive about the theme of integrity. This percentage has remained unchanged relative to 2018. The targets for EBIT NS, absenteeism due to illness and sustainability were not reached. NS did however reach all other targets.

Structure of the remuneration package

In response to the proposal submitted by the Remuneration and Nominations Committee and with the unanimous approval of all members of the Executive Board, in June the Supervisory Board decided to reduce the base salary of Executive Board members temporarily by 10%, over the period from 1 July 2020 up to and including 31 December 2021. Nor will the 1.2% salary increase pursuant to the CLA effective 1 April 2020 be applied in 2020. This was decided in view of the financial impact of the COVID-19 crisis on NS.
In the financial statements, the section entitled Remuneration of the Executive Board includes a table with specific figures for the overall remuneration for 2020.

Base salary

In 2020, the agreed gross annual base salary including holiday allowance for the members of the Executive Board was as follows:

The difference between the base salary and the base salary actually received is explained by the wage restraint measure (10% reduction) mentioned above.

Variable remuneration

In their employment contracts, all members of the Executive Board waived entitlement to variable remuneration. They did not receive any compensation for this via their base salary. In accordance with the remuneration policy, the Supervisory Board could consider granting the variable remuneration once again. The variable remuneration cannot exceed 20% of the annual base salary.

Pension

The members of the Executive Board are also members of the NS pension plan. The employer pays two thirds of the total pension costs. The tax-facilitated pension build-up has been capped since 1 January 2015. The capping threshold for 2020 is €110,111 gross. All new and existing employees, including Executive Board members, whose salary exceeds that level will receive a gross allowance of 12% over the part of their income in excess of that threshold. A transitional scheme applies for members who were 46 or older – and in the employment of NS – on 1 January 2015. They receive a supplementary age-related contribution. This transitional scheme currently only applies to Ms Rintel.

Other benefits

The other benefits are equal to those that apply to all NS employees, including healthcare insurance schemes and transport facilities. Executive Board members are additionally entitled to an appropriate expense allowance, a lease car (or mobility budget allowance) and the use of communication devices. For business-related travel, two chauffeur-driven director’s cars are available to all Executive Board members. NS takes this to include business trips not directly associated with the relevant member's appointment, but where private use is unavoidable given the combination with the obligations associated with that member's position at NS. All Executive Board members are subject to an additional tax liability for the use of the director's cars. Given that the private use of those cars is unavoidable and arises from the relevant member's position with NS, they will receive a net allowance that equals the wage tax due on the amount of the addition.
NS has not extended any loans, advances or guarantees to the Executive Board.

Pay ratios

The overall income of the Chair and CEO is 8^[1] times the median value of the salaries of all NS staff in the Netherlands. In 2019, the internal pay ratio was 9. The decrease is attributable to the wage restraint measure (10% reduction) that came into effect on 1 July 2020.

• * Basic assumptions: All full-time and part-time employees of NS and Abellio in the Netherlands who were employed throughout the year are included in the calculation. The calculation includes the following components: the base salary, variable remuneration (if applicable) and pension costs. The total income of the Chair and CEO has been determined on the basis of the new income for the full year.