Equity-based compensation
Main characteristics
The main conditions of the share-based compensation are:
- Vehicle
Performance Share Units (PSUs), converted to shares at vesting - Grant date
Last trading day in March - Vesting period
Three years, starting at grant date - Vesting conditions
Realization predefined performance goals and in service at vesting date - Performance period
Three performance years, starting 1 January year of grant - Holding period
Five years, starting at grant date - Lock-up period
Blocking period chosen by incumbent, may result in tax discount
Outstanding Performance Share Units
The table below provides an overview of outstanding PSUs (granted under the LTI and STI deferral & matching scheme respectively).
|
|
Year of issue |
|
Outstanding at 31 Dec. 2019 |
|
In 2020 |
|
Outstanding at 31 Dec. 2020 |
|
Share price at date of grant (€) |
||||
|
|
|
|
Granted |
|
Vested |
|
Forfeited / expired |
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Geraldine Matchett |
|
2017 |
|
19,092 |
|
- |
|
(17,666) |
|
(1,426) |
|
- |
|
63.65 |
|
|
2018 |
|
13,800 |
|
- |
|
- |
|
- |
|
13,800 |
|
80.04 |
|
|
2019 |
|
15,052 |
|
- |
|
- |
|
- |
|
15,052 |
|
97.74 |
|
|
2020 |
|
- |
|
14,058 |
|
- |
|
- |
|
14,058 |
|
105.00 |
|
|
Total |
|
47,944 |
|
14,058 |
|
(17,666) |
|
(1,426) |
|
42,910 |
|
|
|
|
Retained shares originated from PSUs |
|
44,990 |
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dimitri de Vreeze |
|
2017 |
|
19,092 |
|
- |
|
(17,666) |
|
(1,426) |
|
- |
|
63.65 |
|
|
2018 |
|
13,800 |
|
- |
|
- |
|
- |
|
13,800 |
|
80.04 |
|
|
2019 |
|
14,974 |
|
- |
|
- |
|
- |
|
14,974 |
|
97.74 |
|
|
2020 |
|
- |
|
14,132 |
|
- |
|
- |
|
14,132 |
|
105.00 |
|
|
Total |
|
47,866 |
|
14,132 |
|
(17,666) |
|
(1,426) |
|
42,906 |
|
|
|
|
Retained shares originated from PSUs |
|
36,927 |
|
|
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The table below provides an overview of stock options held by Dimitri de Vreeze (these stock options were granted prior to his first appointment as a Managing Board member). During 2020, he exercised 18,000 stock options; the shares obtained were sold for an average share price of €122.02. Geraldine Matchett does not hold stock options.
|
|
Year of issue |
|
Outstanding at 31 Dec. 2019 |
|
In 2020 |
|
Outstanding at 31 Dec. 2020 |
|
Average share price at exercise (€) |
|
Exercise price (€) |
|
Expiry date |
||
|
|
|
|
Exercised |
|
Forfeited / expired |
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dimitri de Vreeze |
|
2012 |
|
12,000 |
|
(12,000) |
|
- |
|
- |
|
114.20 |
|
40.90 |
|
15 May 2020 |
|
|
2013 |
|
12,000 |
|
(6,000) |
|
- |
|
6,000 |
|
137.67 |
|
48.91 |
|
7 May 2021 |
|
|
Total |
|
24,000 |
|
(18,000) |
|
- |
|
6,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Of which vested |
|
|
|
24,000 |
|
|
|
|
|
6,000 |
|
|
|
|
|
|
For employee information, as required by section 383d Book 2 of the Dutch Civil Code, reference is made to Note 27, Share-based compensation. On 31 December 2020, 2,460,656 (2019: 3,020,830) of the total number of treasury shares outstanding were held for servicing equity-based remuneration plans.
Shareholding obligation
In addition to the performance shares held on the basis of vested grants under the DSM Stock Incentive Plan, the Co-CEOs have invested in DSM shares. These shares were bought through private transactions with private funds (including shares purchased through STI deferral). The table provides an overview of the number of shares held at year-end.
|
|
31 December 2020 |
|
31 December 2019 |
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|
|
Ordinary shares purchased with private money |
|
Holdings from vested PSUs |
|
Total |
|
Ordinary shares purchased with private money |
|
Holdings from vested PSUs |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
Geraldine Matchett |
|
14,886 |
|
44,990 |
|
59,876 |
|
13,328 |
|
33,631 |
|
46,959 |
Dimitri de Vreeze |
|
23,989 |
|
36,927 |
|
60,916 |
|
22,357 |
|
27,587 |
|
49,944 |
Total holdings |
|
38,875 |
|
81,917 |
|
120,792 |
|
35,685 |
|
61,218 |
|
96,903 |
The Co-CEOs significantly exceed the shareholding obligation (300% of base salary).
