Remuneration report
In conversation with our chairman
Remuneration Committee Chairman Ad Melkert reflects on 2025.
The Supervisory Board is responsible for the Remuneration Policy of both the Board of Management and the Supervisory Board, as well as for its implementation. The Remuneration Committee oversees and ensures the implementation of the remuneration policies as approved by the shareholders at the Annual General Meeting (AGM), and ensures that decision-making is aligned with these policies, PostNL’s performance, and its strategic priorities. This report provides an overview of the implementation of the remuneration policies for the Board of Management and the Supervisory Board in 2025.
How do you look back on 2025 as chairman of the Remuneration Committee?
The year 2025 was a challenging year for PostNL, marked by difficult external circumstances and changing market dynamics that impacted operating costs and influenced customer behaviour. At the same time, important steps were taken in numerous areas.
To safeguard a future-proof and financially viable postal service, PostNL continued its efforts to constructively contribute to ongoing discussions with the government, actively advocating the need for legislative adjustments and taking additional steps to accelerate the change process. In mid-September, a new strategic direction was announced at the Capital Markets Day, setting out clear objectives to steer PostNL towards sustainable growth and innovation. This was followed by the successful placement of a €300m Eurobond on 25 September, to strengthen the company’s financial position and supporting the creation of a resilient foundation for long-term value creation.
Despite the challenging environment, growth and innovation continued throughout the year. In line with the new strategy, we made a clear move towards an AI-first approach to accelerate innovation, strengthen competitiveness, empower talent and support cost reduction across the organisation.
In terms of performance, normalised EBIT was in line with the outlook for 2025. Although free cash flow decreased compared to 2024, as anticipated, a strong focus on capital expenditure discipline and strict working capital management contributed positively to cash flow performance.
From a non-financial perspective, I am pleased to see that our customer satisfaction (NPS) and employee engagement scores increased compared to 2024, in line with our strategic ambitions, and that further progress was made towards 2030 and 2040 sustainability goals. These results are reflected in the STI and LTI realisation.
Last but certainly not least, I would like to acknowledge the departure of Herna Verhagen in 2025 after many years of service, leadership and dedication. For all of us, the appointment of the new Board of Management, together with PostNL’s new strategy, marks the start of a new chapter in PostNL’s exceptional history.
In April 2025 a new CEO and CFO were appointed. Can you reflect on this?
After careful consideration, in November 2024 we announced the intended appointment of Pim Berendsen as CEO of PostNL, as from the 2025 AGM. Pim, who had served as CFO in the Board of Management for many years, brings extensive experience, expertise and stability in a rapidly evolving environment.
In December 2024, following a thorough selection process, we announced the intended appointment of Linde Jansen as CFO. In addition to her strong financial background, Linde brings executional strength, extensive experience in transformation processes and has a distinct people-focused approach.
I am pleased to see that, after the start in their tenures, our new Board of Management has demonstrated its ability to operate as a strong and cohesive team, delivering on the new strategy with a clear focus on collaboration and value creation. The change in Board composition has been reflected in this remuneration report.
At the Capital Markets Day in September 2025, PostNL introduced a new strategy. Is there any impact on remuneration?
As part of PostNL’s new strategy, several important steps have been taken that affect the remuneration of the Board of Management. The new strategy is built around four important pillars: Growth, Value, Innovation and Impact. PostNL is committed to growing its business, creating sustainable value, leading through innovation and delivering meaningful impact, while taking care of our people and the environment. The strategy also provides clear direction on PostNL’s key performance indicators (KPIs) going forward, supporting the new strategic focus.
As the financial LTI performance measures included in the 2024 Remuneration Policy are not yet fully aligned with these KPIs, a slightly amended policy is intended to be submitted for voting at the 2026 AGM. More detailed information is included in the Board of Management performance measures 2026 section in this Remuneration report. The policy will be adjusted to ensure alignment between the Board of Management’s LTI and PostNL’s renewed strategy, following consultation that took place with key stakeholders. The proposed adjustment is limited to changes in the financial LTI performance measures and their respective weightings. A broader (regular) evaluation of the Remuneration Policy remains scheduled for 2027, in preparation for the 2028 AGM.
Moreover, it is worth mentioning that the non-financial, climate-related, performance measure in the LTI will be further aligned with PostNL’s strategic objectives as of 2026. The new performance measure, which focuses on the reduction of absolute CO₂ emissions, will also cover scope 3 emission reduction going forward, and therefore better reflects PostNL’s broader sustainability ambitions. More detailed information on this adjustment is included in the Board of Management performance measures 2026 section in this Remuneration report.
On a final note, looking at 2026, is there anything you would like to add or highlight?
From a remuneration perspective, a significant milestone will be reached with the implementation of the new PostNL pension plan, which will transition before the summer of 2026, following a long and intensive period of careful preparation involving multiple parties.
As announced in the 2024 Remuneration Report, the Supervisory Board will begin in 2026 adjusting variable remuneration parameters for the Board of Management towards the new policy levels, as previously approved by the AGM, in 2024. Implementation of the updated variable remuneration opportunities will commence in 2026 by setting the STI and LTI target opportunity levels at the policy values of 40% and 50%, respectively. As a second step, from 2027 onwards, a stretch opportunity in the event of overperformance will be implemented for both the STI and LTI, in line with the Remuneration Policy and market practice. In connection with these changes, the minimum share ownership level for new members of the Board of Management will be increased to 100% from 2027 onwards.
These steps align with PostNL’s renewed strategic focus and financial ambitions and have been taken following a careful and well-considered decision-making process. As these changes relate to the implementation of variable remuneration elements, they do not involve any guaranteed compensation; all outcomes remain fully contingent on (high) performance delivered.
On a final note, given the strong support for the 2024 remuneration report at the AGM in April 2025 and the feedback received from stakeholders, no material adjustments were implemented in this Remuneration report.