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 stepped down with effect from 19 May 2022 and left NS from 1 July 2022. Wouter Koolmees has served as CEO since 1 November 2022. In the intervening period, Bert Groenewegen temporarily assumed the position of CEO. In 2022, the Executive Board comprised the following members:

Pursuant to the remuneration policy, the term of the employment contract equals the term of office, and the Board member and the employer must observe a notice period of two months and eight months respectively.

• 1 Prior to her appointment as CEO, Marjan Rintel served as Operations Director since 2014 and as an Executive Board member since July 2016.

Remuneration policy

Effective 1 January 2020, the Minister of Finance, on behalf of the Dutch State, adopted the 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 public or semi-public companies, 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 private companies in the Dutch market with board level positions similar in weight to those at NS. The guiding principle for the (variable and non-variable) remuneration of Executive Board members is the median with a ratio of 60% for the public and semi-public sector and 40% for the private sector. We chose the median of these two markets as the basis because it 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.
The non-variable remuneration of Executive Board members is based on 100/120th of their income, and the remuneration policy’s impact on long-term value creation is 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 2022.

The realised structural cost-savings and the Station Experience Monitor both exceeded the target in 2022. The other targets were challenging, but have not been achieved.

Structure of the remuneration package

In response to the proposal submitted by the Remuneration and Nominations Committee and upon the voluntary request of the Executive Board, in June 2020 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. This reduction was continued in 2022 as there has been no significant change in circumstances. In accordance with the remuneration policy, the negotiated pay increases were resumed with effect from 1 January 2022.
In the financial statements, the section entitled Remuneration of the Executive Board includes a table with specific figures for the overall remuneration for 2022.

Non-variable remuneration

In 2022, the agreed gross annual base salary including holiday allowance for the members of the Executive Board was as follows:

• 1 Wouter Koolmees was appointed CEO on 1 November 2022.
• 2 At his own request, Bert Groenewegen received no remuneration during the period in which he served as acting CEO.

The difference between the annual base salary and the base salary actually received for 2022 is explained by the wage restraint measure (10% reduction).

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 2022 is €114,866 gross. All new and existing employees, including Executive Board members, whose remuneration exceeds that amount will receive a gross allowance of 12% over the part of their non-variable remuneration 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, as described in chapter 10, article 26a of the NS CLA, only applied to Marjan Rintel.

Other benefits

The other benefits are equal to those that apply to all NS employees. 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 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

As of 2021, under the Corporate Governance Code the pay ratios are calculated on the basis of the remuneration of the Chair and CEO and the average annual pay¹. This has resulted in a pay ratio for 2022 of 7.4. In 2021, the internal pay ratio was 7.7.

• 1 The average annual remuneration of NS and Abellio Nederland employees for the 2022 calendar year is determined by dividing the total wage costs in the financial year concerned by the average number of FTEs during that year. Costs of external staff over the period from October 2021 up to and including September 2022 are included in this calculation on a pro rata basis, to the extent the external staff was hired for at least three months of the financial year. As in 2021, the pay ratio was calculated on the basis of Dutch employees. In line with the strategy, which provides that NS's international operations should benefit the interests of Dutch passengers, foreign employees have not been included as deemed appropriate in the Corporate Governance Code, section 3.4.1. For this reason, we focus exclusively on the pay ratio of Dutch employees and do not include employees of our foreign companies.