Share-based incentive programme 2023
Vestas Wind Systems A/S, Aarhus, 27 April 2023
Company Announcement no.09/2023
The Board of Directors of Vestas Wind Systems A/S has decided to continue the share-based incentive programme for all participants, including all members of Executive Management, and launch a new programme for 2023. The 2023 programme will be based on the terms and conditions governing the restricted performance share programme for the year 2022 and in alignment with Vestas’ Remuneration Policy approved by the Annual General Meeting on 8 April 2021.
As previously, the programme is based on restricted performance shares and the performance will be measured over a period of three years, based on financial key performance indicators, as well as commercial targets defined by the Board of Directors.
Details about the long-term incentive programme:
All members of Executive Management as well as other specified senior management level positions.
The programme for 2023 includes approx. 295 participants.
Number of shares
The total number of shares available for allocation under the share-based incentive programme amounts to a maximum of 2.3m shares based on full performance achievement.
The number of shares to be allocated is based on a defined target level for each position. No payments for any vesting are made by the participants. If all KPIs are reached on target level, a total of approximately 1.6m shares will be vesting from the programme with a total value based on the current share price amounting to EUR 39m (value at close of Nasdaq Copenhagen on 26 April 2023).
The actual number of restricted performance shares available for distribution may range between 0 and 150 percent of the target level and is determined by Vestas’ performance in the financial years 2023, 2024, and 2025. The maximum grant of shares under the programme in total is approximately 2.3m shares.
The number of shares allotted to the registered members of the Executive Management (the CEO and CFO), will follow the guidelines as described in Vestas’ Remuneration Policy. For 2023, the CEO will be allotted a target allocation of 120,000 shares and the CFO will be allotted a target allocation of 40,000 shares for target achievement. The 2023 target number of shares corresponds to approx. 166 percent of the annual base salary for the CEO and 144 percent of the annual base salary for the CFO. The value of the actual number of shares vesting for the CEO and CFO will be capped at a maximum of 300 percent of the annual base salary at time of vesting.
|Time of vesting||The restricted performance shares will be vesting in 2026.|
Key Performance Indicators
The KPIs are based on financial targets, including Earnings per share (60 percent weight), Return on Capital Employed (30 percent weight), Vestas’ market share (10 percent weight), as well as commercial targets for a few relevant participants. All KPIs and targets are defined by the Board of Directors. The KPIs are expected to remain the same throughout all three performance years. However, the Board of Directors will annually evaluate the selected KPIs and may redefine or adjust these for any individual performance year.
Each KPI pays out individually. If the KPI is not reached at the minimum threshold, the KPI will not result in any pay-out for the given financial year.
With the purpose of attraction and retention, additional shares, corresponding to a smaller portion (as determined by the Board of Directors) of the total number of shares available under the programme, can be allotted in extraordinary cases, serving as an alternative to cash at sign-on or as retention.
The additional allotments are for the 2023 programme subject to KPI achievement of a certain minimum EBIT margin level as defined by the Board of Directors and can be allotted to selected participants, including the Executive Management, on top of their standard allotment. These restricted shares will follow the vesting period and all other terms and conditions for the performance share incentives but will not be adjusted for performance. The selected individuals and the number of shares will be proposed and approved by Executive Management and reported to the Nomination & Compensation Committee. For members of Executive Management to be allotted such additional shares, approval from the Nomination & Compensation Committee will be required. Further, any allotment to the CEO and CFO will be subject to the abovementioned total cap and reported as part of the remuneration report presented at the Annual General Meeting.
|Conditions||The restricted performance shares are governed by the specific terms and conditions of the programme and subject to mandatory law. Further, the programme is subject to certain good and bad leaver provisions.|
|Adjustments to the programme||The number of shares available for vesting may be adjusted in the event of changes in Vestas’ capital structure. In addition, calculation of the key performance indicators may be adjusted for certain non-operational events. Further, in the event of a change of control, merger, winding-up or demerger of Vestas, an accelerated vesting may extraordinarily take place. In the event of certain transfers of activities or changes in ownership interests within the Vestas Group, adjustment, replacement of the programme and/or settlement in cash of the programme entirely or partly may also take place.|
Compared to previous years, the Board of Directors has decided to adjust the weightings of the KPIs to reflect an increased focus on profitability. Therefore, Earning per Share (EPS) will increase its weight from 50 percent to 60 percent, Market Share will decrease from 20 percent to 10 percent weighting, while Return on Capital Employed (ROCE) will remain unchanged. In order to align the KPIs, this adjustment will also apply to the active performance year(s) (2023 and 2024, respectively) of the share-based incentive programmes launched in 2021 (Company Announcement no. 08/2021) and 2022 (Company Announcement no. 09/2022).
Vestas Wind Systems A/S, Denmark
Mathias Dalsten, Vice President
Tel: +45 2829 5383
Daniel Patterson, Senior Specialist
Tel: +45 2669 2725