4 DSV Remuneration Report 2021 Executive Board Executive Board Basis of remuneration The Executive Board comprises CEO Jens Bjørn Andersen, COO Jens H. Lund and CFO Michael Ebbe. Remuneration for Michael Ebbe in this Report only covers two months as he joined the Board on 26 October 2021. Remuneration of the Executive Board is based on a combination of fixed and variable elements composed to support the short as well as long- term retention of executive members by ensuring that the remuneration made reflects the size and complexity of the DSV business, thereby retaining a remuneration level on par with industry peers. Publicly available peer group remuneration analyses are applied in making this assessment including considerations on the general development in the societal salary index. Fixed remuneration Salary Salary paid to members of the Executive Board is based on individual employment contracts negotiated with the Chairman of the Board of Directors, or by the CEO in respect of the CFO. Pension Pension paid to members of the Executive Board is based on individual em- ployment contracts negotiated with the Chairman of the Board of Directors and is an integral part of the base salary package. Pension contributions are in line with the Company’s ordinary pension scheme for Danish employees. Other benefits In addition to base salary, members of the Executive Board are entitled to a company car or a cash compensation equivalent to the value of a company car as well as other minor benefits. Variable remuneration Cash bonus As of the latest Remuneration Policy adopted at the Extraordinary General Meeting in September 2021, cash bonuses are no longer available as a variable remuneration option to members of the Executive Board. Share options Share options granted to members of the Executive Board are awarded once every year based on recommendations by the Remuneration Committee and approval by the Chairman of the Board of Directors. The intention of the share options grant is to provide a long-term incen- tive for growing the business and improving the financial performance of the Company and to align the interests of the Executive Board with that of the Company’s shareholders and other relevant stakeholders. Following the Remuneration Policy adopted at the Annual General Meeting in March 2020 and later updated at the extraordinary General Meeting in September 2021, share options granted in 2021 and up for grant in 2022 are awarded using a composite grant model consisting of both fixed and variable grant elements. The update made in September 2021 implied that ESG performance targets are now included as evaluation criteria. The variable grant element implies that additional options can be awarded (or subtracted) from a fixed grant baseline depending on whether certain performance condi- tions have been met as determined by the Board of Directors. Performance conditions on share options up for grant in 2022 based on performance in 2021 include as follows: • EBIT performance target for the DSV Group, •DSV share price performance target compared to a peer group share index (Kuehne+Nagel, Expeditors International), and • ESG performance targets. Depending on achievement of the performance conditions set, share options up for grant in 2022 based on 2021 performance may result as follows: Jens Bjørn Andersen Jens H. Lund Variable grant scenarios Number Value Black- Scholes (DKKm)* Number Value Black- Scholes (DKKm)* High Baseline Low 90,750 8.5 66,000 6.2 82,500 7.7 60,000 5.6 74,250 6.9 54,000 5.1 *Based on Black-Scholes value of the 2021 DSV Share Options grant determined in March 2021.
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