3.3.3Other Remuneration Information
In compliance with the implemented EU Shareholder Rights’ Directive into Dutch law, this section provides further information to increase transparency and accountability for the execution of RP 2022 and aim to allow shareholders, potential investors and other stakeholders to better assess Management Board remuneration.
The following table includes further details regarding the various (historical) share plans, including the changes throughout 2023.
Conditions of and information regarding share plans
The main conditions of share award plans | Information regarding the reported financial year | |||||
|---|---|---|---|---|---|---|
Opening balance1 | During the year | Closing balance2 | ||||
Specification of plan | Grant and vesting dates | End of retention period | Shares held at the beginning of the year | Shares granted | Shares vested | Shares subject to a retention period |
Bruno Chabas, CEO | ||||||
Value Creation Stake 2018 | 01-01-2018 | 01-01-2023 | 77,402 | 0 / 0 | 0 / 0 | - |
Value Creation Stake 2019 | 01-01-2019 | 01-01-2024 | 74,043 | 0 / 0 | 0 / 0 | 74,043 |
Value Creation Stake 20205 | 01-01-2020 | 01-01-2025 | 65,821 | 0 / 0 | 0 / 0 | 65,821 |
Value Creation Stake 2021 | 01-01-2021 | 01-01-2026 | 63,466 | 0 / 0 | 0 / 0 | 63,466 |
Value Creation Stake 2022 | 01-01-2022 | 01-01-2027 | 63,794 | 0 / 0 | 63,794 | |
Value Creation Stake 2023 | 01-01-2023 | 01-01-2028 | - | 115,074 / 1,697 | 115,074 / 1,697 | 63,841 |
Douglas Wood, CFO | ||||||
Value Creation Stake 2018 | 01-01-2018 | 01-01-2023 | 33,924 | 0 / 0 | 0 / 0 | - |
Value Creation Stake 2019 | 01-01-2019 | 01-01-2024 | 32,511 | 0 / 0 | 0 / 0 | 32,511 |
Additional Value Creation Stake 2019 | 01-07-2019 | 01-07-2024 | 2,323 | 0 / 0 | 0 / 0 | 2,323 |
Value Creation Stake 2020 | 01-01-2020 | 01-01-2025 | 35,554 | 0 / 0 | 0 / 0 | 35,554 |
Value Creation Stake 2021 | 01-01-2021 | 01-01-2026 | 34,212 | 0 / 0 | 0 / 0 | 34,212 |
Value Creation Stake 2022 | 01-01-2022 | 01-01-2027 | 34,389 | 0 / 0 | 0 / 0 | 34,389 |
Additional Value Creation Stake 20226 | 06-04-2022 | 06-04-2027 | 1,304 | 0 / 0 | 0 / 0 | 1,304 |
Value Creation Stake 2023 | 01-01-2023 | 01-01-2028 | 65,209 / 962 | 65,209 / 962 | 36,177 | |
Øivind Tangen, COO | ||||||
Ownership Shares 2021 | 01-01-2021 | 01-01-2024 | 1,293 | 0 / 0 | 0 / 0 | 1,293 |
Ownership Shares 2022 | 01-01-2022 | 01-01-2025 | 1,572 | 0 / 0 | 0 / 0 | 1,572 |
Value Creation Stake 20227 | 06-04-2022 | 06-04-2027 | 32,073 | 0 / 0 | 0 / 0 | 32,073 |
Value Creation Stake 2023 | 01-01-2023 | 01-01-2028 | 62,092 / 916 | 62,092 / 916 | 43,312 | |
- 1 Opening balance consists of both shares held and unvested grants for conditional plans at assumed maximum target.
- 2 Closing balance consists of the full grant and vesting of the relevant plan, including any sell-to-cover performed to compensate a wage tax impact.
- 3 Converted at the share price at the date of grant.
- 4 Converted at the share price at the date of vesting.
- 5 Includes additional Value Creation Stake granted due to salary increase.
- 6 Additional Value Creation Stake granted due to salary increase.
- 7 Pro-rata VCS following appointment to Management Board per April 6, 2022.
In the table below, information on the annual change of remuneration of each individual Management Board member is set out over the five most recent financial years. In addition, the performance of the Company (measured in Directional Underlying EBITDA and TRIFR) is displayed as well as the average remuneration on a full-time equivalent basis of employees of the Company (calculated in the same manner as the internal pay ratio in this section).
Comparative table on the change of remuneration and Company performance over the last five reported financial years
in thousands of EUR, except Company's performance | ||||||
|---|---|---|---|---|---|---|
Annual Change1 | 20182 | 20192 | 20202 | 2021 | 2022 | 2023 |
Bruno Chabas, CEO | 6,037 | 4% / 6,293 | 6% / 6,721 | (47%) / 4,580 | (20%) / 3,815 | 13% / 4,327 |
Douglas Wood, CFO | 1,941 | 43% / 3,422 | (4%) / 3,293 | (51%) / 2,182 | (15%) / 1,906 | 14% / 2,167 |
Øivind Tangen, COO | - | - | - | - | 1,975 | 10% / 2,175 |
Company´s performance | ||||||
Underlying Directional EBITDA in million US$ | 784 | 6% / 832 | 19% / 992 | (7%) / 931 | 8% / 1,010 | 6% / 1,0753 |
TRIFR4 | 0.18 | (38%) / 0.13 | (30%) / 0.10 | (67%) / 0.06 | 50% / 0.12 | (50%) / 0.08 |
Average employee expenses on a full-time equivalent basis | ||||||
Average employee expenses of the Company5 | 113 | 3% / 117 | (3%) / 114 | (11%) / 102 | 8% / 111 | 2% / 113 |
- 1 Annual change in percentage is calculated comparative to the amount of the current year.
- 2 2018 – 2020 impacted by transition from RP15 (delayed LTI vesting) to RP18 (immediate VCS vesting and a holding period).
- 3 Underlying EBITDA reflects the following adjustments: i. impact of the sale of Liza Destiny earlier than planned; ii. implementation costs of an optimization plan related to the Company's support functions; and iii. impact of the delay in commencement of a charter by a client notwithstanding the on-target delivery of the vessel by the Company.
- 4 Total recordable injury frequency rate trends are positive when downwards.
- 5 The average employee expenses of the company are based on the IFRS expenses including share based payments. The average employee expenses are influenced by both the composition of the population both in function as well as geographical location and the related foreign currency impacts. This calculation has a different basis than the pay-ratio calculation in accordance with the Dutch corporate governance code.