Share-based incentive programme 2023

Participants

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.

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.

Additional allotments

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.