Elements of the management services agreement of Mr Den Houter
Personal details
| Name | L.F. den Houter (Frans) |
|---|---|
| Date of birth | 20 May 1974 |
| Nationality | Dutch |
| Date of first appointment to the Executive Board (CFO) | 26 June 2018 |
| Date of reappointment | 13 April 2022 |
The remuneration of Mr Den Houter will be determined in accordance with the remuneration policy adopted by the general meeting. For more information, please see the remuneration policy 2024 for the Executive Board and the remuneration report 2024.
Fixed remuneration 2024
As of 1 July 2024, the fixed remuneration of Mr Den Houter is €620,000.- gross per year.
Variable remuneration 2024
The variable remuneration of Mr Den Houter consists of a short-term incentive and a long-term incentive.
The short-term incentive depends on the realisation of predetermined measurable objectives, which are disclosed in the remuneration report at the beginning of each performance period. 70 per cent of the short-term incentive is based on financial objectives and 30 per cent on non-financial objectives, all relevant for the Group’s (long-term) success. Payout increases (on a sliding scale) with performance, starting with a payment of 32.5 per cent of the fixed annual remuneration at threshold performance, 65 per cent at target performance and potentially going up to 97.5 per cent when performance is excellent. Below threshold there will be zero payout.
The long-term incentive exists to further strengthen the alignment with the interests of the shareholders. Under this plan, performance shares are conditionally awarded on an annual basis and vest after a three year performance period. The award value is 90 per cent of Mr Den Houter’s fixed annual remuneration. 2/3 of the vesting of the award is based on financial objectives and 1/3 on sustainability objectives. The objectives are disclosed in the remuneration report at the beginning of each performance period. These are linked to BAM’s strategy and reflect the long-term strategic objectives for the performance period. For excellent performance, the number of performance shares that vests may amount to a maximum of 150 per cent of the ‘at target’ number of performance shares. This percentage may be reduced to 50 per cent (on a sliding scale) for threshold performance and to zero below that. In accordance with the Dutch corporate governance code, the vesting date is followed by a two year lock-up period. Mr Den Houter may not dispose of shares until the two year lock-up period has expired and the minimum requirement for the shareholding, being 150 per cent of the fixed annual remuneration, has been met.
Pension
Mr Den Houter receives a gross, age independent, uncapped flat-rate allowance from BAM equaling 22 per cent of his fixed remuneration. From this allowance, Mr Den Houter finances his own personal retirement savings (including survivor’s pension and pension build-up during disability).
Miscellaneous
As for all the other employees, the company offers a package of benefits to the members of the Executive Board. This package includes such matters as 30 days paid leave per annum, either a company car or car allowance, healthcare and disability insurance, payment during illness, personal accident insurance and reimbursement of necessary business-related expenses.
The management services agreement does not include a change of control clause.
Duration and termination
Both the appointment as member of the Executive Board and the management services agreement apply up to the annual general meeting in 2026.
Each party may terminate the management services agreement early, per the end of a calendar month taking into account a notice period of three months.
If the company terminates the management services agreement before the end of the current appointment period other than for an urgent reason or if Mr Den Houter is not reappointed as a member of the Executive Board after the current appointment period, Mr Den Houter is entitled to a payment of maximum one time the fixed annual remuneration.