Remuneration
More information on NN Group’s remuneration policy is available in our 2023 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.
Remuneration in general
NN Group has an overall remuneration policy, as described in the NN Group Remuneration Framework Standard ("Remuneration Framework"), which sets out guidelines and principles for the remuneration policies of all countries and business units within NN Group. The Remuneration Framework is adopted by the NN Group Executive Board and approved by the NN Group Supervisory Board. NN Group aims to apply a clear, transparent and sustainable remuneration policy that is adequate to attract and retain expert leaders, senior staff and other highly qualified employees.
The NN Group strategy sets out NN Group’s goals and how it will achieve them through its shared purpose, its ambition and its five strategic commitments. These strategic commitments are embedded in the remuneration policies within NN Group. The remuneration policies are also designed to support NN Group’s employees to act with integrity and to carefully balance the interests of our stakeholders. It supports doing business with the future in mind, and aims to focus on creating sustainable long-term value for all stakeholders.
The Remuneration Framework supports a focus on NN Group’s long-term interests and the interests of its customers and various stakeholders by ensuring that, by linking remuneration to the company’s long-term objectives, that staff is not encouraged, via remuneration, to take excessive risk. In addition, the Remuneration Framework ensures that NN Group complies with all relevant (inter)national regulations on remuneration as relevant to NN Group’s business, such as the Financial Supervision Act (Wet op het financieel toezicht), which is assessed on an annual basis.
In addition, the Remuneration Framework aims to provide transparency in NN Group’s approach to remuneration and guidance for HR professionals. Furthermore, NN Group is committed to continuously engage in dialogues with stakeholders to ensure their interests are properly represented in the design of the Remuneration Framework and any other relevant remuneration policies.
For purposes of the Remuneration Framework, distinction is made between fixed and variable remuneration. Remuneration that does not qualify as fixed remuneration is considered variable remuneration.
Fixed remuneration consists of base salary, allowances and benefits to the extent these are not linked to performance. Base salary must primarily reflect relevant professional experience and responsibility within the organisation as set out in the employee’s job description that is part of the employee’s terms of employment.
Variable remuneration is based on both the financial and non-financial performance of NN Group, the business unit, the team or an employee. It can consist of an award in cash, shares, or a combination hereof. Any variable remuneration of staff of NN Group and its subsidiaries is subject to hold-back and claw-back’ clauses and leaver provisions during the deferral period up to the final anniversary award moment. In the Remuneration Framework, the criteria and circumstances are mentioned in which NN Group should reduce or claw back up to a maximum of 100% of variable remuneration.
NN Group aims to create sustainable long-term value for all its stakeholders by, among others, including sustainability matters in the way we set internal objectives and reward our management and employees. NN Group has published information on how NN Group’s remuneration policy is consistent with the integration of sustainability risks. This information can be found on the NN Group website.
NN Group complies with all reporting and publication requirements that are applicable to NN Group and its subsidiaries. Information with regard to the total number of staff of NN Group eligible for variable remuneration can be found in the Remuneration Report in NN Group’s Annual Report. Information on the number of persons employed within the NN group receiving a total remuneration of more than EUR 1 million can also be found in the Remuneration Report.
David Knibbe
Mr Knibbe was first appointed as member of the Executive Board of NN Group N.V. (Executive Board) and CEO as per 1 October 2019, and he has been reappointed for a term of four years as per 2 June 2023. His term of appointment ends at the close of the annual general meeting of NN Group in 2027. 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.
Mr Knibbe, as a member of the Executive Board, is employed on the basis of a commission 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 Remuneration 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 an individual collective defined contribution (IDC) 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 and information regarding historical variable remuneration awards, can be found in the Remuneration Report (please refer to pages 122-138 of the 2023 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 a commission 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.
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.
Ms Van Melick's performance objectives are set annually by the Supervisory Board and will be described in the Remuneration Report.
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 currently joins the same pension arrangements as applicable to all staff of NN Group in the Netherlands. These pension arrangements comprise an individual defined contribution (IDC) 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 Ms Van Melick, including salary data and information regarding historical variable remuneration awards, can be found in the 2023 Remuneration Report (please refer to pages 122–138 of the 2023 Annual Report).
