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.

Changes and reappointment to the Executive Board

Angelique Magielse took over the position of Finance Director as of 1 March 2024 from Bert Groenewegen, who left the company on 1 May 2024. From 15 June 2024, Liesbeth Kaashoek joined the Executive Board in the position of People & IT Director. Tjalling Smit left NS on 1 August 2024. The other Executive Board members will take over his duties under the Articles of Association until 1 April 2025, the date when the new director Daan Schut will take office in the role of Commerce & Development Director. The reappointment of Eelco van Asch until 28 February 2029 was approved by the shareholder in January 2025. 

In 2024, 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 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-owned companies 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. 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.

Impact of value creation 

When determining the non-variable remuneration of Executive Board members, the remuneration policy’s impact on sustainable long-term value creation was taken into account. For NS, this means that NS’s position in society, its obligations under the concession and the long-term challenges for mobility in the Netherlands have an impact on non-variable remuneration.

Severance payment 

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, the amount. 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. These are laid down in so-called target letters. While the results do not give entitlement to any reward, they do form part of the assessment process. The joint targets for 2024 were as follows:

• *The definition of this result KPI is different from that of the concession KPI on avoided CO₂ emissions. The calculation of this KPI is the product of the number of passenger-kilometres (source: Passenger kilometres at rush hour definition document), the percentage of optional passenger-kilometres (source: True value model and Climate Research 2019) and the average CO₂ emissions per passenger-kilometre (source: Co2emissiefactoren.nl)
• **EBIT NS Group of -€148 million as reported in the financial statements, adjusted for the impact (€23 million) of the impairment of the main rail network, an exceptional accounting item.

The People target was achieved for 2024, with high levels of both passenger and employee satisfaction. NS also reduced the number of indirect FTEs, however the other targets within Profit and Performance were not achieved, partly due to speed limits on the railways and low passenger numbers. Unfortunately, the ambitious target to reduce CO₂ emissions by passengers was not achieved due to low passenger numbers, however, the KPI of CO₂ emissions from NS operations and in the chain was 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, 2023 and 2024 due to financial circumstances at the time. In accordance with the remuneration policy, the pay increases resulting from collective bargaining were implemented.
In the financial statements, the section entitled Remuneration of the Executive Board includes a table showing the overall remuneration for 2024.

Non-variable remuneration 

In 2024, the agreed gross annual non-variable remuneration including holiday allowance for the members of the Executive Board was:

• 1Bert Groenewegen left as of 1 May 2024. 
• 2Angelique Magielse was appointed as of 1 March 2024. 
• 3Tjalling Smit left as of 1 August 2024. 
• 4Liesbeth Kaashoek joined/was appointed as of 15 June 2024. 

The difference between the annual non-variable salary and the non-variable salary actually received over the period January – September 2024 is explained by the voluntary 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 non-variable remuneration. In accordance with the remuneration policy, the Supervisory Board can consider granting variable remuneration again in the future, up to a maximum of 20% of the annual non-variable remuneration.

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 2024 is €137,800 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 director’s 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 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 2024 of 6.9.

The internal pay ratios for previous years were: 

• 1The average annual remuneration of NS employees for the 2024 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.