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 in the 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).

Upon expiration of their term, Dimitri de Vreeze exercised in 2021 the legacy stock options initially granted to him in 2013 (prior to his first appointment as a Managing Board member). During 2021, he exercised 6,000 stock options; the shares obtained were sold for an average share price of €150.47.

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 2021, 1,665,073 (2020: 2,460,656) 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 below table provides an overview of the number of shares held at year-end. The Co-CEOs significantly exceed the shareholding obligation (300% of base salary).