Annual Report 2023

Annual Report 2023

Say-on-pay and proposed Amendments to the Remuneration Policy


In response to dissent expressed by shareholders on the ‘say-on-pay’ vote at the Company’s 2022 and 2023 annual General Meetings, we have engaged extensively with stakeholders, shareholders and proxy advisors. This group of stakeholders represented over 60% of the Company’s issued share capital. This has led to a proposal for a revised remuneration policy, which is expected to be published in draft form on or around March 21, 2024 (Draft 2024 Remuneration Policy), which requires approval at the Company’s annual General Meeting that will take place on May 7, 2024 (2024 General Meeting). Readers of this report are encouraged to read the Draft 2024 Remuneration Policy and corresponding explanatory notes, both of which will be made available on the Company’s website at

Although the following is not an exhaustive summary of the proposed changes to the Company’s current 2021 remuneration policy (the 2021 Remuneration Policy), which you are encouraged to read in full including the accompanying explanatory notes, the Company deems it relevant to bring to your attention the following key changes that will be proposed in the Draft 2024 Remuneration Policy.

Non-executive pay

  • Stock options will no longer be granted to non-executive directors
  • Non-executive pay will take the form of cash remuneration and equity remuneration in the form of RSUs
  • Non-executive RSU grants will have a vesting period of 1 year and a holding period of 3 years after vest and as such underlying shares cannot be sold until after 4 years from the grant date
  • Non-executive RSUs will be awarded based on a benchmarked target cash value, awarded in shares subject to the aforementioned holding requirements
  • Minimum holding requirements extending at least 2 years beyond term of service will continue to apply

Executive equity incentives

  • Performance share units (PSUs) will be introduced in the executive compensation plan, attaching financial and non-financial performance conditions to the vesting of the PSUs
  • A significant portion of short term variable pay will be linked to financial targets
  • PSU performance conditions will link for at least 50% of their target value to financial targets
  • Non-financial targets will relate to measurable sustainable long term value creating outcomes linked to the Company’s key value drivers: ‘innovation and pipeline development’ and ‘people and culture’
  • PSUs will not vest prior to the third anniversary of the grant date and only to the extent applicable performance conditions are met
  • The target equity pay opportunities for the CEO, chief financial officer (CFO) and COO (the NEOs) will continue to be set between the 50th percentile and 75th percentile of the reference group and will in any case not exceed 15x base cash compensation 
  • All equity grants will be subject to multi-year (at least 3 years) vesting periods and/or holding requirements
  • Minimum holding requirements extending at least 2 years beyond term of service will continue to apply

Executive short term cash incentive

  • Short term cash incentives will be linked to multiple strategically relevant targets, which, in turn, will be linked to clearly measurable outcomes
  • At least 50% of short term variable pay will be linked to financial targets
  • The target cash pay opportunity (target and maximum), measurement and evaluation and pay-out will be disclosed
  • Considering the rapid growth and development of the Company and the environment in which it operates, discretionary adjustment of the total variable pay within the set limits by the Board of Directors will be possible, but in the event this happens, a clear and detailed explanation of the use of such discretion will be included in the Company’s remuneration report

The principles above will be applicable for remuneration granted and targets set after the approval of the Draft 2024 Remuneration Policy, which requires a majority vote of more than 75% at the 2024 General Meeting. If such majority is not achieved, the Company will, in accordance with Dutch law, be obliged to continue to apply the 2021 Remuneration Policy until a new policy gets approved at the 2024 General Meeting. You are encouraged to read this 2023 remuneration report in conjunction with the Draft 2024 Remuneration Policy and the accompanying explanatory notes. It is noted that this 2023 remuneration report describes the application of the Company’s 2021 Remuneration Policy for the fiscal year 2023.