4.17.5
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. As announced on 22 April 2020 in the Annual Meeting of Shareholders, the members of the Board of Management have decided to refrain from any variable compensation over 2020, due to the impact of COVID-19 on society and on Accell Group in particular. In this context, the members of the Board of Management did not receive any STI remuneration or a LTI reward over 2020.
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 2020 | Total 2019 | |
| in € | in € | in € | in € | in € | in € | in € | in € | |
| A.H. Anbeek | 497,000 | 15,936 | - | - | 118,404 | 99,999 | 731,339 | 772,419 |
| R.S. Baldew | 390,000 | 24,116 | - | - | 59,488 | 74,825 | 548,429 | 639,583 |
| J.J. Both | 328,000 | 17,423 | - | - | 70,734 | 66,147 | 482,304 | 536,271 |
|
Total
|
1,215,000
|
57,475
|
-
|
-
|
248,626
|
240,971
|
1,762,072
|
1,948,273
|
The stock option entitlements that have been granted comprise the following:
| Award date | Number at 01-01-20 | Issued in 2020 | Exercised 2020 | Forfeited in 2020 | Number at 31-12-20 | Exercise price | Expiration date | Liability at 31-12-20 | |
| A.H. Anbeek | 08/03/2018 | 1,850 | - | - | - | 1,850 | 21.68 | 08/03/2026 | 6,697 |
| R.S. Baldew | 06/03/2019 | 1,650 | - | - | 1,650 | 19.58 | 06/03/2027 | 5,247 | |
| R.S. Baldew | 05/03/2020 | - | 6,350 | - | - | 6,350 | 25.00 | 05/03/2028 | 28,645 |
| J.J. Both | 08/03/2018 | 2,950 | - | - | - | 2,950 | 21.68 | 08/03/2026 | 10,679 |
| J.J. Both | 09/03/2017 | 6,850 | - | - | - | 6,850 | 22.05 | 09/03/2025 | 18,564 |
| J.J. Both | 24/02/2016 | 7,850 | - | - | - | 7,850 | 18.96 | 24/02/2024 | 18,762 |
|
|
|
21,150
|
6,350
|
-
|
-
|
27,500
|
|
|
88,593
|
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 2020 the intrinsic value of the options was
€ 115,876, as the share price of Accell Group N.V. stood at € 25.85, which was higher than the exercise prices of the options.
The conditional shares that have been granted comprise the following:
| Award date | Number at 01-01-20 | Granted in 2020 | Vested 2020 | Forfeited in 2020 | Number at 31-12-20 | Vesting date | Fair value at award date | Liability at 31-12-20 | |
| A.H. Anbeek | 05/03/2020 | - | 19,360 | - | -19,360 | - | 05/03/2023 | 201,667 | - |
| A.H. Anbeek | 05/03/2020 | - | 9,680 | - | - | 9,680 | 05/03/2022 | 100,833 | 50,417 |
| A.H. Anbeek | 06/03/2019 | 12,155 | - | - | - | 12,155 | 06/03/2021 | 99,185 | 99,185 |
| A.H. Anbeek | 08/03/2018 | 1,830 | - | - | -1,830 | - | 08/03/2020 | 16,531 | - |
| R.S. Baldew | 05/03/2020 | - | 15,200 | - | -15,200 | - | 05/03/2023 | 158,333 | - |
| R.S. Baldew | 05/03/2020 | - | 7,600 | - | - | 7,600 | 05/03/2022 | 79,167 | 39,584 |
| R.S. Baldew | 06/03/2019 | 1,617 | - | - | - | 1,617 | 06/03/2021 | 13,195 | 13,195 |
| J.J. Both | 05/03/2020 | - | 12,800 | - | -12,800 | - | 05/03/2023 | 133,333 | - |
| J.J. Both | 05/03/2020 | - | 6,400 | - | - | 6,400 | 05/03/2022 | 66,667 | 33,334 |
| J.J. Both | 06/03/2019 | 8,044 | - | - | - | 8,044 | 06/03/2021 | 65,639 | 65,639 |
| J.J. Both | 08/03/2018 | 7,265 | - | - | -7,265 | - | 08/03/2020 | 65,627 | - |
|
|
|
30,911
|
71,040
|
-
|
-56,455
|
45,496
|
|
1,000,177
|
301,352
|
Conditional shares granted to the members of the Board of Management under the new plan were forfeited in 2020 on the basis of their decision to waive those rights at the General Meeting of Shareholders on 22 April 2020. The conditional shares that were granted in 2018 were forfeited due to the fact that the set performance criteria were not met.
After vesting, the shares are subject to a lock-up period of two years.
At the end of 2020 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 with the average employee compensation in 2020 was 13:1 (2019: 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 with 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 4.7.4) and the average number of employees during the year (3,139 FTEs) minus 3.
Supervisory Board
The remuneration of the individual members of the Supervisory Board was as follows: