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

Eelco van Asch was reappointed with effect from 1 March 2025. Daan Schut was appointed and joined in the position of Commerce & Network Director with effect from 1 April 2025. The vacancy has therefore been filled and the Executive Board once again consists of five members. In the month of November, following the national elections, Wouter Koolmees fulfilled the role of scout in preparation for the formation of a new government. During this brief hiatus, Eelco van Asch assumed his duties and Wouter Koolmees received no remuneration from NS.

In 2025, the Executive Board comprised the following members:

• 1Eelco van Asch was reappointed with effect from 1 March 2025

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 2025 were as follows:

NS met its Performance targets in 2025: both seat availability and punctuality exceeded the targets. In terms of Profit, the realised EBIT was above target. Underlying EBIT NS Group excludes exceptional items such as release of impairment (€582 million) and allocation to the Heavy Work Scheme insofar as the accrual relates to previous years (€178 million). NS also managed to further reduce the number of external FTEs, with a realisation below budget and thus exceeding the target. The objectives within People remained just below target, which for passengers was mainly explained by scheduled works, unexpected disruptions and the negative impact of strikes. As for Planet, the KPI for CO₂ emissions within NS operations and in the supply chain was met. However, CO₂ emissions avoided by passengers remained just below target due to a low number of passenger kilometres.

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 has continued in the subsequent years to date given NS's financial circumstances. The pay increase resulting from collective bargaining was implemented in accordance with the remuneration policy. In the financial statements, the section entitled Remuneration of the Executive Board includes a table showing the overall remuneration for 2025.

Non-variable remuneration

In 2025, the agreed gross annual non-variable remuneration including holiday allowance for the members of the Executive Board was:

• 1The unpaid period for his role as a scout has been deducted from the fixed remuneration Wouter Koolmees received in 2025.
• 2Eelco van Asch was reappointed with effect from 1 March 2025.
• 3Daan Schut was appointed/joined with effect from 1 April 2025.

The difference between the annual base salary and the base salary actually received 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. This was at the request of the shareholder.

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 2025 is €137,800 gross. All new and existing employees, including Executive Board members, whose remuneration exceeds that amount will receive a gross allowance of 17.7% on the part of their non-variable remuneration in excess of that threshold.

Other benefits

Executive Board members are entitled to an appropriate expense allowance, a lease car (or mobility budget allowance) and the use of communication devices. For business-related travel, two 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. The other benefits are the same as those that apply to all NS employees.

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 pay[4]. This has resulted in a pay ratio for 2025 of 6.8.

The internal pay ratios for previous years were:

• 4The average annual remuneration of NS employees for the 2025 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.