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 a 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).

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 2022, 1,647,106 (2021: 1,665,073) 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 because of vested grants under the DSM Stock Incentive Plan, the Co-CEOs 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).