8.17.5
Remuneration of the Board of Management and the Supervisory Board

 

Board of Management


The company’s remuneration policy is reflected in the remuneration report that has been presented to the General Meeting of Shareholders for approval. The bonuses reflected in the financial statements relate to the financial year and depend on the targets set by the Supervisory Board. For 2019 a bonus varying between 20% and 45% of the salary will be paid.

The remuneration of the individual members of the Board of Management is as follows:

  Salary Fringe benefits (lease car) Termination benefit Bonus Pension contributions Share-based payments Total 2019 Total 2018
  in € in € in € in € in € in € in € in €
A.H. Anbeek 484,000 14,213 - 96,800 119,558 57,848 772,419 831,019
R.S. Baldew 1) 380,000 16,869 - 171,000 59,873 11,841 639,583 108,230
J. Both 320,000 17,661 - 64,000 68,983 65,627 536,271 510,657
R.J. Takens 2) - - - - - - - 295,892
H.H. Sybesma 3) - - - - - - - 1,310,957
J.M. Snijders Blok 4) - - - - - - - 452,422
Total 1,184,000 48,743 - 331,800 248,414 135,316 1,948,273 3,509,177
1) Mr. Baldew started on 1 November 2018.
2) Mr. Takens resigned on 25 April 2017.
3) Mr. Sybesma resigned on 25 April 2018.
4) Mr. Snijders Blok stepped down from the Board on 25 April 2018 while remaining his other duties until his resignation on 31 December 2018.

 

The stock option entitlements that have been granted comprise the following:

  Award date Number at 01-01-19 Issued in 2019 Exercised 2019 Forfeited in 2019 Number at 31-12-19 Exercise price Expiration date Liability at 31-12-19
A.H. Anbeek 8-3-2018 1,850 - - - 1,850 21.68 8-3-2026 6,697
R.S. Baldew 6-3-2019 - 1,650 - - 1,650 19.58 6-3-2027 5,247
J.J. Both 8-3-2018 2,950 - - - 2,950 21.68 8-3-2026 10,679
J.J. Both 9-3-2017 6,850 - - - 6,850 22.05 9-3-2025 18,564
J.J. Both 24-2-2016 7,850 - - - 7,850 18.96 24-2-2024 18,762
    19,500 1,650 - - 21,150     59,948

 

After awarding the options, the options vest immediately but remain in lock-up for three years. After the lock-up period there is an exercise period of five years. At 31 December 2019 the intrinsic value of the options is € 109,421 as the share price of Accell Group N.V. was € 25.80, which is higher than the exercise prices of the options.

The conditional shares that have been granted comprise the following:

  Award date Number at 01-01-19 Granted in 2019 Vested 2019 Forfeited in 2019 Number at 31-12-19 Vesting date Fair value at award date Liability at 31-12-19
A.H. Anbeek 6-3-2019 - 12,155 - - 12,155 6-3-2021 99,185 49,592
A.H. Anbeek 8-3-2018 1,830 - - - 1,830 8-3-2020 16,531 16,531
R.S. Baldew 6-3-2019 - 1,617 - - 1,617 6-3-2021 13,195 6,597
J.J. Both 6-3-2019 - 8,044 - - 8,044 6-3-2021 65,639 32,820
J.J. Both 8-3-2018 7,265 - - - 7,265 8-3-2020 65,627 65,627
J.J. Both 9-3-2017 6,802 - 3,401 3,401 - 9-3-2019 62,510 -
    15,897 21,816 3,401 3,401 30,911   322,687 171,167

 

After vesting there is a lock-up period for the shares of two years for the shares.

At the end of 2019 Mr. Anbeek held 7,000 shares in Accell Group N.V. and Mr. Both held 7,399 shares.

Internal pay ratio

The pay ratio from continuing operations of the Board of Management compared to the average employee compensation during 2019 is 15:1 (2018 adjusted: 15:1). The pay ratios can vary over time as a result of the Accell Group’s annual performance. This performance impacts the remuneration of the Board of Management more than that of all other employees.

The ratio consists of the average remuneration of the Board of Management compared to the average cost of all other employees of Accell Group. The average remuneration of the Board of Management is calculated from the sum of the fixed salary, short-term incentives, share based payments, pensions and other benefits of the three members (3 FTEs) of the Board of Management. The average cost of all other employees is calculated from the personnel costs (see note 6.7.4) and the average number of employees during the year (3,410 FTEs) minus 3.

Supervisory Board

The remuneration of the individual members of the Supervisory Board is as follows:

  2019 2018
  in € in €
R. ter Haar 1) 64,000 -
J. van den Belt - 17,333
P.B. Ernsting 52,000 52,000
D. Jansen Heijtmajer 2) 52,000 37,500
A.J. Pasman 3) 57,437 68,000
G. van de Weerdhof 2) 52,000 37,500
Total 213,437 212,333
1) Assigned as chairman of the Supervisory Board on 24 April 2019.
2) Assigned as a member of the Supervisory Board on 25 April 2018.
3) Resigned as chairman on 24 April 2019 and remained as a member of the Supervisory Board until 31 December 2019.