Executive Board remuneration report

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. Anneke de Vries left NS with effect from 15 October 2023. The other directors took over her duties under the Articles of Association. In 2023, the Executive Board comprised the following members:

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 helps the Supervisory Board attract and retain highly qualified directors (as both internal and external appointments). 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-owned companies and complies with the best practice provisions on remuneration laid down in the Dutch Corporate Governance Code.

Levels of remuneration

The pay ratio within the Executive Board is in line with common practice in the external market. We use the Hay method to determine the job load, which also plays a role in determining remuneration levels for board members. Remuneration levels are determined based on a comparison with public and semi-public companies, comprising state-owned companies and transport companies in the Dutch market (BNG Bank, Covra, FMO, Gasunie, Havenbedrijf Rotterdam, NWB Bank, Amsterdam Airport Schiphol, TenneT, ProRail, RET, GVB and HTM), and the private companies KLM and Thales, with board-level positions with similar job loads 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 more stable across job loads than higher or lower market levels. In addition, given the public nature of NS, the 60%/40% weighting for public/semi-public versus private takes into account a lower market level than the median relative to the overall Dutch market.

Impact of value creation on remuneration policy

The non-variable remuneration of Executive Board members is based on 100/120^th of their income, and the remuneration policy’s impact on long-term value creation is taken into account. For NS specifically, this means having regard to NS’s position in society, its obligations under the franchise and the long-term challenges for mobility in the Netherlands.

Termination of employment contracts

On premature termination of an 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. Executive 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 target letters. While the results do not give entitlement to any reward, 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 joint targets for 2023 were as follows:

The targets set by NS for the various objectives are ambitious. As a result of daytime trackwork and speed restrictions on the high-speed line, the passenger punctuality target has not been achieved. By contrast, the number of passengers has increased but seat availability has decreased, contributing to lower-than-desired customer satisfaction scores. The financial target was not met, but NS performed better in reducing CO₂ emissions from passengers.

Structure of the remuneration package

In response to the proposal submitted by the Remuneration and Appointments Committee and upon the voluntary request of the Executive Board, in June 2020 the Supervisory Board decided to temporarily reduce the base salary of Executive Board members by 10%, for the period from 1 July 2020 to 31 December 2021. This reduction was continued in 2022 and 2023 due to financial circumstances at the time. In accordance with the remuneration policy, the pay increases under the collective labour agreement were implemented.
In the financial statements, the section entitled Remuneration of the Executive Board (new window) includes a table showing the overall remuneration for 2023.

Non-variable remuneration

In 2023, the agreed gross annual base salary including holiday allowance for the members of the Executive Board was as follows:

The difference between the annual base salary and the base salary actually received for 2023 is explained by the wage restraint measure (10% reduction).

Variable remuneration

In their employment contracts, all members of the Executive Board waived any 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 can consider granting variable remuneration again in the future. Variable remuneration cannot exceed 20% of the annual base salary.

Pensions

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 accrual has been capped since 1 January 2015. The capping threshold for 2023 is €128,310 gross. All new and existing employees, including Executive Board members, whose remuneration exceeds that amount will receive a gross allowance of 12% on the part of their non-variable remuneration in excess of that threshold.

Other benefits

The other benefits are the same as 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 directors’ cars are available to all Executive Board members. NS considers ‘business-related travel’ 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 use of the directors’ cars. Given that 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 2023 of 7.3. In 2022, the internal pay ratio was 7.4.
The internal pay ratios for previous years were:

• 1The average annual remuneration of NS and Abellio Nederland employees for the 2023 calendar year is determined by dividing the total wage costs in the financial year concerned by the average number of FTEs during that year. With effect from 2021, costs of external staff are included in this calculation, where external staff were hired for at least three months of the financial year. 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 Article 3.4.1 of the Corporate Governance Code. For this reason, we focus exclusively on the pay ratio of Dutch employees and do not include employees of our foreign companies. For the years 2018–2020, NS is unable to present a pay ratio as referred to in Article 3.4.1 of the Corporate Governance Code because for these years the median was presented and the necessary data to recalculate the pay ratio is not available.