Remuneration

The primary objective of NN Group’s remuneration policy is to enable NN Group to retain and recruit qualified and expert leaders, senior staff and other highly qualified employees. It is an integral part of NN Group’s corporate strategy and risk profile, and maintains a sustainable balance between short-term and long-term value creation, building on our long-term responsibility towards our clients, society and all other stakeholders.

More information on NN Group’s remuneration policy is available in our 2021 Annual Report, Executive Board Policy and the Supervisory Board Policy of NN Group N.V.

Material elements of the remuneration regarding the members of the Executive Board of NN Group N.V.

David Knibbe

Mr Knibbe was appointed as member of the Executive Board of NN Group N.V. (“Executive Board”) and CEO as per 1 October 2019. His term of appointment ends at the close of the annual general meeting of NN Group N.V. (“NN Group”) in 2023. Mr Knibbe can be reappointed by the Supervisory Board of NN Group (“Supervisory Board”) for consecutive periods of up to four years after notification to the General Meeting of NN Group (“General Meeting”).

Mr Knibbe, as a member of the Executive Board, is employed on the basis of an assignment contract (“overeenkomst van opdracht”) under Dutch law. His contract with NN Group is for an indefinite period of time.

Mr Knibbe is remunerated in accordance with the Executive Board remuneration policy in place since 2020.

Mr Knibbe’s Total Direct Compensation is below market median.

Mr Knibbe has a discretionary variable remuneration opportunity, which will be capped at 20% of the annual base salary. The on target level of the annual variable remuneration has been set at 16% of the annual base salary.

Mr Knibbe’s performance objectives are set annually by the Supervisory Board and will be described in the Financial Report. In case of an involuntarily exit, Mr Knibbe will be entitled to a gross severance payment of one year base salary, except in the following circumstances: (i) the contract was terminated for cause; or (ii) if payment would be deemed reward for failure at the sole discretion of the Supervisory Board; or (iii) if the Executive Board member takes the initiative to terminate the contract.

Mr Knibbe currently joins the same pension arrangements as applicable to all staff of NN Group in the Netherlands. These pension arrangements comprise a collective defined contribution (CDC) plan up to the tax limit and a taxable individual savings allowance on pensionable fixed remuneration exceeding the tax limit.

Further details in relation to the remuneration of Mr Knibbe, including salary data as well as information regarding historical variable remuneration awards, can be found in the 2021 Remuneration Report (please refer to page 109-123 of the 2021 Annual Report).

Annemiek van Melick

Ms Van Melick was appointed to the Executive Board as CFO and vice-chair effective as of 1 July 2022. Her term of appointment ends at the close of the annual general meeting of NN Group in 2026. Ms Van Melick can be reappointed by the Supervisory Board for consecutive periods of up to four years after notification to the General Meeting.

Ms Van Melick, as a member of the Executive Board, is employed on the basis of an assignment contract (“overeenkomst van opdracht”) under Dutch law.

Ms Van Melick is remunerated in accordance with the Executive Board remuneration policy in place since 2020.

Ms Van Melick’s total direct compensation is below market median. Her annual gross base salary amounts to EUR 1,311,000. In order to ensure alignment with the interests of the shareholders of NN Group and since variable remuneration is capped in relative terms based on Dutch legislation, 20% of the base salary is awarded in shares, and the remaining 80% is delivered in cash. As further detailed in the Executive Board remuneration policy, the shares as part of base salary are subject to a five-year retention period starting from the date of award, during which time they may not be sold.

In line with the Executive Board remuneration policy, Ms Van Melick has a discretionary variable remuneration opportunity which is capped at 20% of the annual base salary. The on target level of the annual variable remuneration is set at 16% of the annual base salary. The allocation of variable remuneration is conditional on the achievement of a number of performance objectives as set annually by the Supervisory Board. As a short-term component, a maximum of 40% of the total variable remuneration is equally divided between cash and shares and awarded in the year following the performance year. The remaining 60% of the total variable remuneration is deferred and equally divided between cash and shares. This deferred component is subject to a tiered vesting on the first, second and third anniversary of the grant date (approximately one-third per annum). The entire deferred component is subject to an ex-post performance assessment by the Supervisory Board. As further detailed in the Executive Board remuneration policy, a retention period of five years from the grant date is applicable to all share awards granted to Ms Van Melick. However, part of the shares of Executive Board members is withheld at the date of vesting to cover any tax due in respect of the vested share awards.

The notice period for Ms Van Melick will be three months, and the notice period by NN Group will be six months. In the event that Ms Van Melick will not be reappointed as a member of the Executive Board, her membership of the Executive Board ends effectively at the close of the annual general meeting to be held in 2026 and she will not be entitled to a severance payment. Only in case of an involuntarily exit and in accordance with the Executive Board remuneration policy, Ms Van Melick will be entitled to a gross severance payment of one year base salary, except in the following circumstances: (i) the contract was terminated for cause; or (ii) if payment would be deemed reward for failure at the sole discretion of the Supervisory Board; or (iii) if Ms Van Melick takes the initiative to terminate the contract.

Ms Van Melick joins the same pension arrangements as applicable to all staff of NN Group in the Netherlands. These pension arrangements comprise a collective defined contribution (CDC) plan up to the tax limit and a taxable individual savings allowance on pensionable fixed remuneration exceeding the tax limit. 

Ms Van Melick is entitled to receive additional benefits such as the use of a chauffeur driven company car, travel insurance and accident insurance. Tax and financial planning services is provided to Ms Van Melick to ensure compliance with relevant legislative requirements.

Ms Van Melick is entitled to receive a one-off sign-on award amounting to EUR 175,000 gross. This was offered for a combination of reasons, including the specific position and market value of Ms Van Melick, given the special circumstances of her transition and commencement of employment with NN Group. It will be granted in 2022 in compliance with the relevant regulatory requirements, and will become unconditional after a full year of employment.

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