Vestas Wind Systems A/S, Aarhus, 25 May 2020
Company announcement No. 19/2020
Share-based incentive programme 2020
The Board of Directors of Vestas Wind Systems A/S has decided to continue the share-based incentive programme for all participants, including Executive Management, and launch a new programme for 2020 based on the terms and conditions governing the restricted performance share programme for the year 2019, cf. Vestas' Remuneration policy.
The share-based incentive programme follows the structure of the previous programme and will still be based on restricted performance shares. The programme has a performance period of three years and a performance measurement based on financial key performance indicators as well as commercial targets as defined by the Board of Directors.
Participants Executive Management and other specified senior management
The programme for 2020 includes approx. 200 participants.
Number of The number of shares to be allocated is based on a defined
shares 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 320,000 shares will be vesting from
the programme with a total present value calculated based on
the current share price amounting to EUR 27m (value at close
of Nasdaq Copenhagen on 20 May 2020).
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 2020, 2021 and 2022. The maximum grant of
shares under the programme in total is 480,000 shares.
The number of shares allotted to the registered directors in
Executive Management (the CEO and CFO), will follow the
guidelines as described in Vestas' Remuneration policy. The
CEO will for 2020 be allotted a target allocation of 30,000
shares and the CFO 12,500 shares for target achievement. The
2020 target number of shares corresponds to approx. 100
percent of the annual base salary for the CFO and approx.160
percent of the annual base salary for the CEO.
Time of The restricted performance shares will be vesting in 2023 and
Key The KPIs are based on financial targets including Earnings per
Performance share (50 percent weight), Return on Capital Employed (30
Indicators percent weight), Vestas' market share (20 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 when reached at threshold level
as a minimum. If the KPI is not reached at the minimum
threshold requirement of index 50, the KPI will not result in
any pay-out for the given financial year.
Conditions The restricted performance shares are governed by the specific
terms and conditions of the programme and subject to mandatory
law. If a participant chooses to leave Vestas before the time
of vesting, the participant's rights to receive the shares
will generally lapse.
Adjustments to The number of shares available for vesting may be adjusted in
the programme 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 Vestas, adjustment,
replacement of the programme and/or settlement in cash of the
programme entirely or partly may also take place.
Vestas Wind Systems A/S, Denmark
Patrik Setterberg, Vice President
Tel: +45 6122 1913
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