2022 actual remuneration

The following section provides insight into how our remuneration policy was implemented in 2022 for both our Board of Management and Supervisory Board. The presented figures are at market value, unless stated otherwise. For IFRS-based figures on the remuneration, see note '5.1 Remuneration of Supervisory Board, Board of Management and senior management'download to the consolidated financial statements for more information.

Implementation of the remuneration policies

In 2022, we have overseen that all decisions made on Board of Management and Supervisory Board remuneration are in line with the remuneration policies and decision-making process (no deviations took place) as approved by the AGM in 2020 and 2022. All remuneration is paid directly to the Board of Management and the Supervisory Board by PostNL N.V. As such, no remuneration has been granted and allocated by subsidiaries or other companies whose financials are consolidated by PostNL N.V.

Furthermore, PostNL did not grant any severance payments to the Board of Management or the Supervisory Board in 2022. Lastly, the Supervisory Board did not claw-back any variable remuneration from the Board of Management.

Total remuneration Board of Management

Scenario analysis

In conformity with the Corporate Governance Code (hereafter: the Code), scenario analyses have been performed regarding the possible results of the variable remuneration elements and the impact thereof on the remuneration of the Board of Management members. Based on the analyses, the Supervisory Board deems the remuneration levels to be appropriate in view of the performance, respecting contractual agreements. Hence, no further measures are required in this regard. The analyses, amongst others include a minimum performance scenario (0%) and a maximum performance scenario (100%) and share price variations (between 50% and 300%).

External perspective

In line with our remuneration policy, we benchmark our remuneration against a reassessed peer group at least every four years. The 2020 peer group, as defined in our remuneration policy, has not been altered since.

Internal perspective

We take the internal perspective into account in the implementation of the remuneration policy in order to ensure internal alignment with the remuneration of the Executive Committee, other senior management and employees who fall under a collective labour agreement. In 2022, we continued to monitor the development of our internal pay ratios. The ratio between the annual total remuneration for the CEO and the average annual total remuneration of an employee was 21.5 for 2022.

The ratio between the annual total remuneration of the CFO and the average annual total remuneration of an employee was 16.1 for 2022. The Supervisory Board is committed to the guiding principles as laid down in the remuneration policy and deems the alignment with the broader workforce important, as demonstrated by the relatively consistent development of the internal pay ratios over the years. In the 'Performance/ remuneration/internal pay ratio' table, we provide more detailed information on the calculation method and the development of the Board of Management remuneration versus the wider workforce.

Base salary

The base salaries for both members of the Board of Management were indexed in 2022 in line with the 2021 CLA increase of the wider workforce and as further laid-down in the remuneration policy. The total remuneration of the Board of Management in 2022 (and 2021) is outlined in the following table:

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PostNL Remuneration Board of Management in €
2021, 2022

Name of Director - position

Reported Year

Fixed remuneration

Variable remuneration

Total remuneration

Fixed-variable remuneration

Base salary1

Other benefits2

Pension costs3

One year variable

Multi-year variable

Herna Verhagen - CEO

2022

679,639

188,717

76,414

 

146,916

1,091,686

87%-13%

2021

659,844

183,551

387,985

173,209

227,161

1,631,749

75%-25%

Pim Berendsen - CFO

2022

516,526

118,078

35,987

 

111,659

782,249

86%-14%

2021

501,481

112,874

33,824

131,639

172,642

952,460

68%-32%

  • 1 Base salaries 2022 were indexed with 3.0%.
  • 2 Other benefits include company costs related to tax and social security, pension allowances, company car and other compensation.
  • 3 Pension costs represent the cash out for defined benefit scheme (net of employee contributions), and risk premium for a net pension plan and the unconditional indexation for pension benefits accrued before 1 January 2001. Against the backdrop of the pension plan adjustment as per 31 December 2022 and in line with the wider workforce,Herna Verhagen received a one-off compensation (31,514) in 2022 for the termination of the unconditional indexation for pension benefits accrued before 1 January 2001. As reported in the 2021 remuneration report, the elevated pension costs in 2021 of Herna Verhagen result from a settlement payment towards Stichting Pensioenfonds PostNL for a conditional pension plan based on transitional rules.

Short-term Incentive (STI) 2022

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PostNL Short-term Incentive
2022

Name of Director - position

Performance measure1

Link to strategic objective

Relative weight

Target level

Actual performance

Actual remuneration (% of base salary)

Herna Verhagen - CEO
Pim Berendsen - CFO

Profitability

Deliver profitable growth and generate sustainable cash flow

30%

€218m

€84m

0%

Cash generation

30%

€123m

€40m

0%

Total Financial performance measures

 

0.00%

Customer satisfaction2

Help customers grow their business

10%

35.0%

33.0%

0%

Employee engagement

Attract and retain motivated people

10%

81.5%

80.8%

0%

Quality Mail

Secure a sustainable mail business

10%

95.0%

91.4%

0%

Quality Parcels

Help customers grow their business

10%

98.0%

97.7%

0%

 

Total Non-financial performance measures

 

0.00%

    

Total

 

0.00%

  • 1 Reference is made to the section Policy Framework.
  • 2 In line with our strategic objectives, PostNL intends to measure this performance measure through Net Promoter Score (NPS) as from 2023 onwards. More information in this regard can be found in chapter 6 Customer value.

The STI, which rewards the delivery of short-term performance taking into account the interests of multiple stakeholders, is based on annual financial and non-financial performance measures. Only fully achieved targets on these performance measures contribute to the STI pay-out, which means there is no threshold and no stretch.

STI pay-out is based on actual performance as assessed by the Remuneration Committee and summarised in the table above. The 2022 STI realisation amounts to 0% out of a maximum of 37.50%, which equals a pay-out ratio of 0%.

Full year profitability (normalised EBIT) came in at €84 million, significantly lower than target level, which is mainly explained for by Covid related effects in 2021, lower volume growth within Parcels and increased organic costs. Aforementioned is strongly related to the current geopolitical situation causing economic uncertainty, low consumer spending and high levels of inflation.

Although PostNL maximally implemented cost measures to scale down costs, these measures could not counter the full impact of the shortfall of volumes and higher organic costs.

Cash generation (free cash flow) this year came in at €40 million, which is significantly lower than target level. This decline is mainly caused by a lower normalised EBIT.

Following the 2020 step up in customer satisfaction across the board, related in part to the continuation of service during the pandemic, we observe customer satisfaction tending towards, but substantially above, pre-COVID levels. 2022 customer score of 33% highly satisfied customers was slightly below target level. Higher inflation and a decrease in spending power could have negatively impacted the view of customers on companies. Furthermore, the tight labour market lead to longer waiting times for customers. 

The employee engagement score remained relatively high in 2022, with more than 80.8% engaged employees, in line with the benchmark figure in the Netherlands. However, we scored slightly under target level 81.5%, amongst others, caused by work pressure as result of the challenging labour market. Improvement areas relate to available systems and tools, collaboration between departments and internal communication.

PostNL failed to reach the 95% target level for Mail in NL. For Parcels, delivery quality remained very high during the year, with a score of 97.7% just below target level. Quality levels at Mail in the Netherlands and Parcels were mainly affected by a very tight labour market.

By introducing a new employment model for parcels (i.e. offerings thousands of parcel deliverers an employment contract with PostNL over the next few years and actively encourage delivery partners to grow, further professionalise and to green their services), permanent contracts for all mail deliverers, granting surcharges to mail deliverers in specific areas and mail delivers extending their contracts, PostNL combatted the tight labour market throughout 2022. Despite these numerous tailored interventions, both quality levels were not reached. As performance on quality is key to our strategic objectives, quality improvement has continuous attention going forward.

Long-term Incentive (LTI) 2020-2022

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PostNL Long-term Incentive
2020-2022

Name of Director - position

Performance measure1

Link to strategic objective

Relative weight

Threshold level

Target level

Actual performance

Actual remuneration (% of base salary)

Herna Verhagen - CEO
Pim Berendsen - CFO

Earnings attributable to shareholders

Deliver profitable growth and generate sustainable cash flow

25%

€320m

€413m

€575m

9.375%

Cash generation Parcels

25%

€85m

€134m

€219m

9.375%

Cash generation Mail in NL

25%

€(215)m

€(137)m

€215m

9.375%

Total Financial performance measures

  

28.125%

Climate impact

Improve environmental impact

25%

11.6

15.0

32.7

9.375%

 

Total Non-financial performance measures

  

9.375%

     

Total

 

37.50%

  • 1 Reference is made to the section Policy Framework.

The LTI rewards long-term value creation to PostNL’s strategy and reinforces alignment with shareholder interests by granting shares. The plan is based on financial and non-financial performance measures on which targets are set for a 3-year performance period. Since vesting schemes are being applied, a non-fully met target can still contribute to the LTI pay-out although overperformance against target does not lead to an upside (no stretch).

Year-end 2022, the LTI 2020-2022 performance period ended. The Remuneration Committee assessed the achievements of the Board of Management over the three-year performance period. Relative weight, threshold level, target level and actual performance per performance measure are summarised in the table above. The LTI 2020-2022 was granted in 2020 and as such, originates from the previous remuneration policy as adopted by the AGM in 2020, with renewed financial performance measures as part of the adjusted financial framework and by introducing climate impact as non-financial performance measure linked to our strategic objective to improve environmental impact.

Earnings attributable to shareholders (cumulative normalised comprehensive income) of €575 million exceeded target level, resulting in a pay-out ratio (% of annual base salary) of 9.375%. Furthermore, both cash generation Parcels and cash generation Mail in NL (free cash flow) exceeded target levels, resulting in a pay-out ratio of 9.375% each. The aforementioned results were, given the multi-year character of the LTI, mainly caused by a considerable outperformance throughout the business in 2020 and 2021.

Since 2020, the remuneration policy of the Board of Management includes climate impact as a performance measure under the LTI plan, to strengthen alignment with PostNL's sustainability goals. The climate impact performance measure was evaluated for the first time in 2022. Climate impact is defined as CO2 efficiency of our own operations and measures the relative reduction in grams per kilometre compared to base year 2017. Besides a threshold level and a target level, the climate impact performance measure also contains a qualifier. The qualifier for the LTI 2020-2022 was defined as ‘absolute CO2 2022 is lower than 2019’. With lower absolute CO2 emissions in 2022 than in 2019 and a 32.7% CO2 reduction compared to 2017 (= base year), both qualifier and target level were significantly exceeded. The significantly improved performance is the consequence of two developments reinforcing each other and PostNL’s demonstrated commitment to embrace climate awareness throughout its operations. Firstly, accelerated by the strong improvement of our data insights on sustainability in our operational chain, we increasingly refuelled with bio and renewable fuels, such as HVO100. Secondly, where feasible, we replaced our means of transport that run on fossil fuels with a suitable electric alternative.

The interplay of these two developments lead to an acceleration of our transition. This resulted in a pay-out of 9.375%. Although all performance measures significantly exceeded target levels, this did not result in a higher pay-out (capped at 37.5% of annual base salary), since no stretch is in place. The applicable number of performance shares will vest in 2023 and are subject to a two-year holding period.

This holding period (together with the minimum shareholding requirement as described in section 'Share ownership’) aligns the long-term interest of the members of the Board of Management with our shareholders. Furthermore, the holding period ensures that the performance shares are held for a period of at least 5 years, in conformity with the Code.

The market value of the shares is determined by multiplying the number of shares by the five-day volume weighted average share price of PostNL prior to 1 January 2023 at €1.7183 (2022: €3.8307). See note '5.1 Remuneration of Supervisory Board, Board of Management and senior management'download to the Consolidated financial statements for more information.

The market value of shares granted, vested and those shares subject to a holding period are presented in the table below.

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PostNL Shares (market value) in €

Name of Director - position

Specification of plan

Value of shares held at 1 Jan 2022

Value of shares granted during 20221

Value of dividend shares2

Value of shares settled during 2022

Value of shares forfeited during 2022

Value of net shares under a holding period at 31 Dec 2022

Value of shares subject to a performance condition at 31 Dec 2022

Herna Verhagen - CEO

PSP 2022

 

135,469

8,739

   

144,208

 

PSP 2021

94,226

 

17,551

   

111,777

 

PSP 2020

302,771

 

56,389

   

359,161

 

PSP 2019

197,759

 

22,615

(146,916)

(73,457)

76,028

 
 

PSP 2018

52,729

    

52,729

 
 

PSP 2017

18,264

      
 

Total shares

665,750

135,469

105,294

(146,916)

(73,457)

128,757

615,146

         

Pim Berendsen - CFO

PSP 2022

 

102,955

6,643

   

109,598

 

PSP 2021

71,614

 

13,339

   

84,953

 

PSP 2020

230,106

 

42,856

   

272,962

 

PSP 2019

150,300

 

17,188

(111,659)

(55,829)

57,783

 
 

PSP 2018

40,074

    

40,074

 
 

Total shares

492,094

102,955

80,026

(111,659)

(55,829)

97,857

467,513

Total market value

 

1,157,844

238,424

185,320

(258,575)

(129,287)

226,615

1,082,660

  • 1 The number of conditional shares granted is based on 37.5% of the annual base salary divided by the five-day average Euronext Amsterdam share price of PostNL prior to the date of publication of the Q1 2022 results (€3.139). Vesting takes place at the end of the 3 year performance period, is subject to the long-term incentive plan's performance measures as described under 'Policy framework' and is determined by the Supervisory Board. Performance will be disclosed in the 2024 remuneration report.
  • 2 Conditional dividend shares were granted following the final dividend 2021 and interim dividend 2022.

Shares held by the Board of Management

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PostNL Shares held by Board of Management in shares
2021, 2022

Board of Management

 

31 Dec 2021

31 Dec 2022

Herna Verhagen - CEO

Conditional shares

346,131

357,997

 

Unconditional shares under a holding period

41,316

74,933

 

Unconditional shares not subject to a holding period

273,565

284,194

  

661,012

717,124

Pim Berendsen - CFO

Conditional shares

263,062

272,079

 

Unconditional shares under a holding period

23,322

56,950

 

Unconditional shares not subject to a holding period

53,574

53,574

  

339,958

382,603

Share ownership

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PostNL Share ownership as percentage of the minimum shareholding in %
2021-2022

Board of Management

 

31 Dec 2021

31 Dec 2022

Herna Verhagen - CEO1

 

261

190

Pim Berendsen - CFO

 

84

77

  • 1 'Once achieved always achieved' principle applies for the CEO as from 2020 onwards.

The table provides an overview of the shares held as a percentage of the minimal shareholding (75% of annual base salary) at year-end 2022 (and 2022) by the CEO and CFO.

All members of the Board of Management are required to hold a specified value of PostNL shares. This minimum shareholding requirement fosters the identification of Board of Management members with PostNL’s strategy and its shareholders and aims to ensure a sustainable link to the performance of the company. The minimum shareholding requirement for the CEO and CFO is equivalent to 75% of annual base salary. These minimum shareholdings can be built up over 7 years (effective date share ownership as part of the 2020 remuneration policy), for the current Board of Management members.

The CEO has exceeded the minimum share ownership level since 2020, while the CFO has not yet reached the minimum level yet, although expects to do so within the requisite period. The decreased ownership level partially results from the decreased average share price compared to last year.

Information on the change of remuneration and company performance

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PostNL Performance/remuneration/internal pay ratio
2018-2022 (IFRS based)

  

2018

2019

2020

2021

2022

Profitability1

in million

206

135

250

308

84

 

Delta in %

 

(34%)

85%

23%

(73%)

Earnings attributable to shareholders2

in million

182

83

200

285

90

 

Delta in %

 

(54%)

141%

43%

(68%)

Revenue PostNL

in million

2,772

2,844

3,255

3,466

3,144

 

Delta in %

2%

3%

14%

6%

(9%)

Total remuneration CEO

in €

1,204,669

1,095,078

1,236,376

1,237,076

1,177,485

 

Delta in %

7%

(9%)

13%

0%

(5%)

Total remuneration CFO

in €

1,020,5813

831,273

926,719

927,541

880,509

 

Delta in %

24%

(19%)

11%

0%

(5%)

Average remuneration per FTE4

in €

48,998

44,108

51,861

51,905

54,753

 

Delta in %

7%

(10%)

18%

0%

5%

       

Internal pay ratio

      

CEO5

 

24.6

24.8

23.8

23.8

21.5

 

Delta in %

 

1%

(4%)

(0%)

(10%)

CFO3

 

20.8

18.8

17.9

17.9

16.1

 

Delta in %

 

(10%)

(5%)

0%

(10%)

  • 1 Profitability is equal to normalised EBIT (see the 'Financial value'download chapter for more information).
  • 2 Earnings attributable to shareholders is equal to normalised comprehesive income (see the 'Financial value'download chapter for more information).
  • 3 Jan Bos stepped down as CFO on 17 April 2018 and acted as advisor to the Board of Management until 1 June 2018; Pim Berendsen was appointed as CFO on 18 April 2018.
  • 4 Based on the total salaries, pensions and social security contributions (excluding the CEO and CFO) increased with the external temporary staff cost (from 2021 onwards) divided by the average number of FTE's (total of own personnel and external temporary staff) minus two as reported in the 'Financial Statements' of the relevant years. Specifically for 2022, the expense related to the change in pension accounting classification has been excluded.
  • 5 Herna Verhagen was CEO over the presented years.

The table provides an overview on the change of remuneration, company performance, average remuneration per FTE and internal pay ratios over the last 5 financial years (IFRS based). In line with the Code, the remuneration of the Supervisory Board is not related to the company performance and paid in cash only. Therefore, the Supervisory Board is excluded from this table. For an overview of the total remuneration of the Supervisory Board over the last five years, we refer to table 'Five-year overview total remuneration Supervisory Board'.

Internal pay ratios

The ratios between the annual total remuneration for the CEO and CFO and the average annual total remuneration for an employee was 21.5 for the CEO in 2022 and 16.1 for the CFO in 2022. The decrease in pay ratios compared to 2021 is mainly caused by lower variable remuneration costs for the Board of Management and higher average remuneration costs per FTE.

As from 2021 onwards, external temporary staff has been taken into account in the internal pay ratio calculation. This means that all FTEs of external staff hired has been taken into account when calculating the average number of FTEs. The related costs (see note '2.3.1 Work contracted out and other external expenses'download to the Consolidated financial statements for more information ) are included in the calculation of the average remuneration per FTE. For administrative reasons, it is not feasible to make a distinction between external staff who have worked shorter/longer than 3 months for PostNL during the calendar year. As a result, no distinction is made in the duration of the activities performed by external staff for PostNL. The pay ratios 2022 excluding external temporary staff would have been 22.0 for the CEO and 16.4 for the CFO.

Total remuneration of the Supervisory Board

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PostNL Total remuneration Supervisory Board in €, 2021, 2022

Supervisory Board member

Board fee

Committee fees

Total fees

Nomination

Remuneration

Audit

Jan Nooitgedagt

55,000

7,500

 

7,500

70,000

Marike van Lier Lels

40,000

5,000

 

7,500

52,500

Ad Melkert

40,000

 

7,500

7,500

55,000

Jeroen Hoencamp

40,000

5,000

  

45,000

Nienke Meijer

40,000

 

5,000

 

45,000

Koos Timmermans

40,000

 

5,000

10,000

55,000

Hannie Vlug1

27,889

 

3,486

4,062

35,437

Total 2022

282,889

17,500

20,986

36,562

357,937

Total 2021

267,222

19,028

19,028

36,562

341,840

  • 1 Hannie Vlug was appointed as member of the Supervisory Board as per 19 April 2022

The total remuneration of the Supervisory Board in 2022 (per individual member) and 2021 (as a total) is presented in the table on the right.

In line with the remuneration policy as adopted by the AGM in 2020, the Supervisory Board members are entitled to a Board fee and one or more fixed Committee fee(s). The members of the Supervisory Board receive no compensation related to performance and accrue no pension rights with the company.

As such, their remuneration is 100% fixed. The members of the Supervisory Board receive no severance payments in the event of termination. PostNL does not grant loans, including mortgage loans, advance payments, guarantees and options or shares to any member of the Supervisory Board.

A five-year overview of the total remuneration of the Supervisory Board is presented in the table on the right.

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PostNL Five-year overview total remuneration Supervisory Board in €, 2018-2022

Supervisory Board member

2018

2019

2020

2021

2022

Jan Nooitgedagt

43,736

68,500

67,500

69,236

70,000

Marike van Lier Lels

 

34,242

51,056

52,500

52,500

Ad Melkert

  

39,110

55,000

55,000

Jeroen Hoencamp

  

36,090

45,000

45,000

Nienke Meijer

   

35,312

45,000

Koos Timmermans

   

38,194

55,000

Hannie Vlug

    

35,437

Total current members

43,736

102,742

193,756

295,242

357,937

Marc Engel

54,000

40,500

   

Jacques Wallage

57,547

55,000

17,042

  

Frank Rövekamp

44,500

46,000

13,000

  

Agnes Jongerius

45,500

46,000

46,444

13,750

 

Thessa Menssen

49,500

58,500

55,000

16,806

 

Eelco Blok

53,000

55,000

50,625

16,042

 

Total former members

304,047

301,000

182,111

46,598

 

Total remuneration

347,783

403,742

375,867

341,840

357,937