AI assistant
Van de Velde NV Remuneration Information 2026
4020_rns_2026-03-27_aa3dabe5-458b-4488-b772-836526da35f9.pdf
Remuneration Information
Open in viewerOpens in your device viewer
2. GENERAL GOVERNANCE INFORMATION
REMUNERATION REPORT
For the composition, role and operation of the Board of Directors, its committees and the Management Team, we refer to the chapter 'Corporate governance' in this annual report.
1. INTRODUCTION
The remuneration policy of the company is applicable from 1 May 2024 and was approved by the General Meeting of 24 April 2024. This policy is published on www.vandevelde.eu.
2. TOTAL REMUNERATION OF NON-EXECUTIVE DIRECTORS
In accordance with the applicable policy, non-executive directors received a fixed basic remuneration for their membership or chairmanship of the Board of Directors, plus a fixed remuneration for their membership or chairmanship of any advisory committees in 2025. The remuneration policy enables the company to safeguard the necessary competencies and experience within the Board of Directors.
(1) Pro rata from 02.05.2025 up to and including 31.12.2025.
(2) Pro rata from 01.01.2025 up to and including 01.05.2025.
(3) Pro rata from 01.01.2025 up to and including 01.05.2025.
(4) Pro rata from 02.05.2025 up to and including 31.12.2025.
(5) Member of the Nomination and Remuneration Committee pro rata from 01.01.2025 up to and including 01.05.2025.
(6) Pro rata from 30.04.2025 up to and including 31.12.2025.
(7) Member of the Audit and Risk Committee pro rata from 01.01.2025 up to and including 01.05.2025.
(8) Chairman of the Nomination and Remuneration Committee pro rata from 02.05.2025 up to and including 31.12.2025.
(9) Member of the Nomination and Remuneration Committee pro rata from 02.05.2025 up to and including 31.12.2025.
(10) We refer to the departures from the remuneration policy set out below, indicating that the fixed annual compensation of the chairman as defined in the remuneration policy was departed from.
| NAME, POSITION | BASIC REMUNERATION | REMUNERATION AS A MEMBER OF THE AUDIT AND RISK COMMITTEE | REMUNERATION AS A MEMBER OF THE NOMINATION AND REMUNERATION COMMITTEE | TOTAL REMUNERATION |
|---|---|---|---|---|
| YJC BV, always represented by Yvan Jansen (Chairman)(1) | 40,000 | 5,000 | 0 | 70,000(10) |
| YJC BV, always represented by Yvan Jansen (Independent director)(2) | 20,000 | 5,000 | 5,000 | 10,000 |
| Herman Van de Velde NV, always represented by Herman Van de Velde (Chairman)(3) | 40,000 | 0 | 7,500 | 15,833 |
| Herman Van de Velde NV, always represented by Herman Van de Velde(4) | 20,000 | 0 | 0 | 13,333 |
| Valseba BV, always represented by Isabelle Maes (Independent director)(5) | 20,000 | 7,500 | 5,000 | 29,167 |
| PALUMI BV, always represented by Peter Bossaert (Independent director)(6) | 20,000 | 5,000 | 5,000 | 20,000 |
| Benedicte Laureys | 20,000 | 0 | 0 | 20,000 |
| Veronique Laureys(7) | 20,000 | 5,000 | 0 | 21,667 |
| Greet Van de Velde | 20,000 | 0 | 0 | 20,000 |
| Viancaba BV, always represented by Liesbeth Van de Velde | 20,000 | 0 | 0 | 20,000 |
| BVHX BV, always represented by Bruno Vanhoorickx (Independent director)(8) | 20,000 | 0 | 7,500 | 25,000 |
| PARCinvest BV, always represented by Christian Salez(9) | 20,000 | 0 | 5,000 | 23,333 |
VAN DE VELDE ANNUAL REPORT 2025
FINANCIAL STATEMENT THE YEAR OF 2025
3. TOTAL REMUNERATION OF THE MEMBERS OF EXECUTIVE MANAGEMENT (INCLUDING THE CEO)
In 2025 the executive management was entrusted to the Management Team, chaired by the CEO. Until 26 August 2025, the Management Team was exclusively composed of members with a management agreement. From 26 August 2025, the Management Team had a mixed composition of six members with a management agreement and one employee. We refer to the departures from the remuneration policy set out below.
In accordance with the applicable remuneration policy, the following remuneration was awarded to the members of the Management Team:
TOTAL REMUNERATION OF THE MEMBERS OF EXECUTIVE MANAGEMENT (in euro)
| 1. FIXED REMUNERATION | 2. VARIABLE REMUNERATION | 3. EXCEPTIONAL ITEMS | 4. PENSION COST | 5. TOTAL REMUNERATION | 6. FIXED/ VARIABLE REMUNERATION RATIO | |||
|---|---|---|---|---|---|---|---|---|
| NAME, POSITION | BASIC REMUNERATION | ADDITIONAL BENEFITS(1) | ONE YEAR VARIABLE | MULTI-YEAR VARIABLE | ||||
| Karel Verlinde CommV (CEO), always represented by Karel Verlinde (management company) | 412,152 | 0 | 70,272 | 0 | 0 | 0 | 482,424 | 85% fixed remuneration |
| 15% variable remuneration | ||||||||
| Other members of the Management Team together (excluding CEO)(2) | 1,284,340 | 24,582 | 168,905 | 0 | 0 | 0 | 1,477,827 | Between 87% and 89% fixed remuneration |
| Between 13% and 11% variable remuneration |
(1) For the Management Team member employed as an employee (from 26 August 2025), this includes a fixed reimbursement of expenses, meal vouchers, hospitalization insurance and company car with fuel card.
(2) If remunerated through an employment contract, the social security charges paid by the employer are not included. If remunerated through a management agreement, the total cost for the company is included.
VAN DE VELDE ANNUAL REPORT 2025
FINANCIAL STATEMENT THE YEAR OF 2025
VAN DE VELDE ANNUAL REPORT 2025
FINANCIAL STATEMENT THE YEAR OF 2025
4. NOTE TO THE VARIOUS COMPONENTS OF THE REMUNERATION OF THE MEMBERS OF THE MANAGEMENT TEAM (INCLUDING THE CEO)
4.1. VARIABLE REMUNERATION
A. SHORT-TERM VARIABLE REMUNERATION
As stated in the remuneration policy, the targets for short-term variable remuneration are based partly on objective parameters closely linked to the results of the Group (collective targets) and partly on individual targets closely linked to the responsibility of the member in question. The collective targets represent 80% of the total targets, the individual targets 20%. Two collective targets were set for 2025: turnover and EBITDA. The Board of Directors, on the proposal of the Nomination and Remuneration Committee, established the turnover and EBITDA for 2025 and the extent to which the targets were achieved. On this basis, the corresponding payment level was established. The corresponding payment level of the collective targets combined is equal to 25.83% of the target bonus.
The individual targets were set and evaluated for each individual Management Team member.
| PERFORMANCE CRITERIA (PC) | RELATIVE WEIGHT | A. | MEASURED PERFORMANCE |
|---|---|---|---|
| B. | CORRESP. PAYMENT LEVEL | ||
| Turnover | 60% | A. | Below target |
| B. | 0.00% | ||
| EBITDA | 40% | A. | Below target |
| B. | 25.83% |
B. LONG-TERM VARIABLE REMUNERATION
No long-term variable remuneration was granted in 2025.
4.2. PENSION
Until and including 25 August 2025 the Management Team was exclusively composed of members with a management agreement. The employee who was appointed as a member of the Management Team as from 26 August 2025, does not participate in the company pension plan.
5. SHARE-RELATED REMUNERATION
The non-executive directors do not receive any remuneration in the form of shares. This means the company departs from Recommendation 7.6 of the Corporate Governance Code 2020. This departure is explained by the fact that the family directors are, directly or indirectly, long-term shareholders of the company and, in general, the non-executive directors are currently deemed to be sufficiently focused on long-term value creation for the company. The award of the shares to the non-executive directors is deemed unnecessary for that reason. However, the company will evaluate this recommendation on a regular basis in regard to any (mandatory) compliance in the future.
No minimum threshold has been set for shares that must be held by the members of the executive management. This means the company departs from Recommendation 7.9 of the Corporate Governance Code 2020. This departure is explained by the fact that the interests of the executive management are currently deemed to be sufficiently oriented to long-term value creation in the company by means of an existing long-term incentive programme in the form of an option plan (see table on the right). Setting a minimum threshold for shares that must be held by the members of the executive management is deemed unnecessary for that reason. However, the company will evaluate this recommendation on a regular basis in regard to any (mandatory) compliance in the future.
The Board of Directors of 26 August 2025 approved the 2025 option plan. As a result, the Nomination and Remuneration Committee can award options on shares of the company to the executive management for five years. These options are awarded free of charge. The exercise price of the options is, per share, equal to the lowest amount of (i) the average of the closing prices of the share on the market over the thirty calendar days prior to the date of the offer or (ii) the closing price of the final trading day prior to the date of the offer. The options are valid for a term of ten years. The company and the option holder may decide by mutual agreement to reduce the term of validity of the options below ten years, but it can never be reduced below five years. The options are not exercisable before the end of the third calendar year following the year in which the options are offered.
REMUNERATION IN SHARE OPTIONS
| NAME, POSITION | MOST IMPORTANT PROVISIONS OF THE SHARE OPTION PLAN | INFORMATION WITH REGARD TO THE FINANCIAL YEAR UNDER REVIEW | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| OPENING BALANCE | CLOSING BALANCE | |||||||||
| 1. IDENTIFICATION OF THE PLAN | 2. OFFER DATE | 3. ACQUISITION DATE | 4. END OF THE RETENTION PERIOD | 5. EXERCISE PERIOD | 6. EXERCISE PRICE | 7. OPTIONS HELD AT THE BEGINNING OF 2025 | 8. A) NUMBER OF OPTIONS OFFERED B) VALUE OF UNDERLYING SHARES ON OFFER DATE | 9. A) NUMBER OF EXERCISED OR EXPIRED OPTIONS B) VALUE OF UNDERLYING SHARES ON ACQUISITION DATE C) VALUE AT EXERCISE PRICE D) GAIN ON ACQUISITION DATE | 10. OPTIONS HELD AT THE END OF 2025 | |
| Mavac BV (Marleen Vaesen) | 2015 | 15/10/2019 | 14/12/2019 | 31/12/2022 | 01/01/2023-15/10/2029 | 23.36 € | 5,000 | n/a | n/a | 5,000 |
| 2020 | 09/10/2020 | 08/12/2020 | 31/12/2023 | 01/01/2024-09/10/2030 | 22.60 € | 5,000 | n/a | n/a | 5,000 | |
| 2020 | 01/10/2021 | 30/11/2021 | 31/12/2024 | 01/01/2025-01/10/2031 | 28.75 € | 5,000 | n/a | n/a | 5,000 | |
| Vucastar BV (Peter Corijn) | 2020 | 08/03/2022 | 07/05/2022 | 31/12/2026(1) | 01/01/2027-08/03/2032 | 32.40 € | 10,000(2) | n/a | n/a | 10,000 |
| Karel Verlinde CommV (Karel Verlinde) | 2015 | 15/10/2019 | 14/12/2019 | 31/12/2022 | 01/01/2023-15/10/2029 | 23.36 € | 5,000 | n/a | n/a | 5,000 |
| 2020 | 09/10/2020 | 08/12/2020 | 31/12/2023 | 01/01/2024-09/10/2030 | 22.60 € | 5,000 | n/a | n/a | 5,000 | |
| 2020 | 01/10/2021 | 30/11/2021 | 31/12/2024 | 01/01/2025-01/10/2031 | 28.75 € | 5,000 | n/a | n/a | 5,000 | |
| 2020 | 04/10/2022 | 03/12/2022 | 31/12/2025 | 01/01/2026-04/10/2032 | 32.40 € | 5,000 | n/a | n/a | 5,000 | |
| 2020 | 04/10/2023 | 04/12/2023 | 31/12/2026 | 01/01/2027-04/10/2033 | 32.25 € | 5,000 | n/a | n/a | 5,000 | |
| 2020 | 08/10/2024 | 08/12/2024 | 31/12/2027 | 01/01/2028-08/10/2034 | 29.90 € | 5,000 | n/a | n/a | 5,000 | |
| 2025 | 02/10/2025 | 02/12/2025 | 31/12/2028 | 01/01/2029-02/10/2035 | 30.65 € | 0 | a) 5,000 b) 153,250 € | n/a | 5,000 |
(1) Contrary to the 2020 option plan, the options are not exercisable before the end of the fourth calendar year following the year in which the options are offered.
(2) Contrary to the 2020 option plan, it was agreed that 10,000 of the options granted in 2022 remain exercisable in accordance with the normal exercise periods. The remaining 30,000 options granted in 2022 have expired.
VAN DE VELDE ANNUAL REPORT 2025
FINANCIAL STATEMENT THE YEAR OF 2025
| Liesbeth Van de Velde | 2015 | 15/10/2019 | 14/12/2019 | 31/12/2022 | 01/01/2023-15/10/2026 | 23.36 € | 5,000 | n/a | n/a | 5,000 | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 09/10/2020 | 08/12/2020 | 31/12/2023 | 01/01/2024-09/10/2025 | 22.60 € | 5,000 | n/a | a) | 5,000(3) | 0 | |
| b) | 0 € | ||||||||||
| c) | 0 € | ||||||||||
| d) | 0 € | ||||||||||
| 2020 | 01/10/2021 | 30/11/2021 | 31/12/2024 | 01/01/2025-01/10/2026 | 28.75 € | 5,000 | n/a | n/a | 5,000 | ||
| 2020 | 04/10/2022 | 03/12/2022 | 31/12/2025 | 01/01/2026-04/10/2029 | 32.40 € | 5,000 | n/a | n/a | 5,000 | ||
| MMW BV (Willem Wijnen) | 2020 | 04/10/2022 | 03/12/2022 | 31/12/2025 | 01/01/2026-04/10/2032 | 32.40 € | 5,000 | n/a | n/a | 5,000 | |
| 2020 | 04/10/2023 | 04/12/2023 | 31/12/2026 | 01/01/2027-04/10/2033 | 32.25 € | 5,000 | n/a | n/a | 5,000 | ||
| Céline Soto Perez | 2020 | 04/10/2022 | 03/12/2022 | 31/12/2025 | 01/01/2026-04/10/2027 | 32.40 € | 5,000 | n/a | n/a | 5,000 | |
| Moremi BV (Céline Soto Perez) | 2020 | 08/10/2024 | 08/12/2024 | 31/12/2027 | 01/01/2028-08/10/2034 | 29.90 € | 5,000 | n/a | n/a | 5,000 | |
| Skrapa BV (Wim Schelfhout) | 2020 | 04/10/2023 | 04/12/2023 | 31/12/2026 | 01/01/2027-04/10/2033 | 32.25 € | 5,000 | n/a | n/a | 5,000 | |
| 2020 | 08/10/2024 | 08/12/2024 | 31/12/2027 | 01/01/2028-08/10/2034 | 29.90 € | 5,000 | n/a | n/a | 5,000 | ||
| 2025 | 02/10/2025 | 02/12/2025 | 31/12/2028 | 01/01/2029-02/10/2035 | 30.65 € | 0 | a) | 5,000 | n/a | 5,000 | |
| b) | 153,250 € | ||||||||||
| Marijke Goossens | 2020 | 04/10/2023 | 04/12/2023 | 31/12/2026 | 01/01/2027-04/10/2028 | 32.25 € | 5,000 | n/a | n/a | 5,000 | |
| Kanren BV (Marijke Goossens) | 2020 | 08/10/2024 | 08/12/2024 | 31/12/2027 | 01/01/2028-08/10/2029 | 29.90 € | 5,000 | n/a | n/a | 5,000 | |
| 2025 | 02/10/2025 | 02/12/2025 | 31/12/2028 | 01/01/2029-02/10/2030 | 30.65 € | 0 | 5,000 | n/a | 5,000 | ||
| 153,250 € |
(3) Options expiring on 1 January 2025 due to the expiry of their validity period.
VAN DE VELDE ANNUAL REPORT 2025
FINANCIAL STATEMENT THE YEAR OF 2025
VAN DE VELDE ANNUAL REPORT 2025
FINANCIAL STATEMENT THE YEAR OF 2025
| Olama BV
(Stefanie Baessens) | 2020 | 08/10/2024 | 08/12/2024 | 31/12/2027 | 01/01/2028-08/10/2029 | 29.90 € | 5,000 | n/a | n/a | 5,000 |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | 2025 | 02/10/2025 | 02/12/2025 | 31/12/2028 | 01/01/2029-02/10/2030 | 30.65 € | 0 | a) 5,000
b) 153,250 € | n/a | 5,000 |
| Laura Perrez-Ferrer | 2025 | 02/10/2025 | 02/12/2025 | 31/12/2028 | 01/01/2029-02/10/2030 | 30.65 € | 0 | a) 2,000
b) 61.300 € | n/a | 2,000 |
| | 2025 | 02/10/2025 | 02/12/2025 | 31/12/2028 | 01/01/2029-02/10/2035 | 30.65 € | 0 | a) 5,000
b) 153,250 € | n/a | 5,000 |
| Tuur BV
(Stéphane De Schryver) | | | | | | | | | | |
WWW.DIE VIELSIE ANNUAL REPORT 2025
6. SEVERANCE PAY
During 2025, no severance pay was awarded to a director or member of the executive management.
7. USE OF THE RIGHT OF CLAW-BACK
During 2025, no variable remuneration was clawed back.
8. DEPARTURES FROM THE REMUNERATION POLICY
During 2025, there were two departures from the remuneration policy. Both departures were considered necessary to serve the long-term interests and sustainability of the Company.
-
It is stipulated in the remuneration policy that all members of the executive management are appointed on the basis of a management agreement. The total remuneration of members of executive management comprises fixed compensation, variable compensation and share-based compensation (options). Contrary to this, on 26 August 2025, an employee was appointed as a member of the executive management. The total remuneration of this member additionally consists of other benefits such as a fixed reimbursement of expenses, a company car with fuel card, meal vouchers and hospitalization insurance. This departure from the remuneration policy was justified by the need to attract international talent without Belgian nationality and primary residence in Belgium.
-
It is stipulated in the remuneration policy that the compensation for the mandate of chairman of the Board of Directors is composed of a fixed annual compensation of 40,000 euro. The Board of Directors appointed YJC BV as chairman of the Board of Directors on 2 May 2025. The Board of Directors approved a one-time additional compensation of 40,000 euro for the mandate of chairman of the Board of Directors, for the period from 2 May 2025 until and including 31 December 2025. This resulted in a total compensation of 66,667 euro for the mandate of chairman of the Board of Directors for this period. This departure from the remuneration policy was justified by the considerably higher workload for YJC BV in order to serve the long-term interests of the Company after his nomination as chairman.
During 2025, there were no other departures from the remuneration policy.
9. RATIO OF HIGHEST TO LOWER REMUNERATION
Within the Belgian entity, the ratio between the highest and the lowest employee remuneration amounts to 5.94.
49
10. ANNUAL CHANGE
The remuneration of the members of the Board of Directors, the CEO and the members of the Management Committee and the main performance criteria evolved as follows in the period 2024-2025 (without taking into account any deviations):
| IN EURO | 2025 | 2024 |
|---|---|---|
| Chairman of the Board of Directors | 40,000 | 40,000 |
| Member of the Board of Directors | 20,000 | 20,000 |
| Chairman of the Audit and Risk Committee | 7,500 | 7,500 |
| Member of the Audit and Risk Committee | 5,000 | 5,000 |
| Chairman of the Nomination and Remuneration Committee | 7,500 | 7,500 |
| Member of the Nomination and Remuneration Committee | 5,000 | 5,000 |
| CEO (fixed remuneration + short-term variable remuneration) | 482,424 | 457,934 |
| Other members of the Management Committee together | ||
| (fixed remuneration + short-term variable remuneration + benefits(1)) | 1,477,827 | 1,532,779 |
| Comparable turnover (in million euro) | 203.4 | 205.8 |
| Comparable EBITDA (in million euro) | 47.1 | 50.2 |
(1) Insofar as the member in question was an employee.
The average remuneration of the employees in Belgium changed as follows:
| IN EURO | 2025 | 2024 |
|---|---|---|
| Average gross salary of a full-time equivalent in Belgium | 3,868 | 3,689 |
VAN DE VELDE ANNUAL REPORT 2025
FINANCIAL STATEMENT THE YEAR OF 2025