Remuneration report

Aims and principles underlying the remuneration policy

The aim of our remuneration policy is to attract, motivate and retain Executive Board members of the right quality and with the right experience, both from within the company and in the form of proven talent from the market. The remuneration reflects the responsibility borne by the members of our Executive Board, and is considered in the light of the applicable remuneration principles on the market. Gasunie needs this managerial talent to achieve its strategic objectives. This policy is implemented based on the following considerations:

In principle, having the Dutch State as the sole shareholder, Gasunie applies the same criteria that are applied to the remuneration policy in state-owned companies. If the Supervisory Board feels that this may lead to unacceptable risks for the company, it will consult with the shareholder.

We determine the remuneration structure for Executive Board members on the basis of a market comparison that also takes into account the pay ratios within the company, thus creating a logically continuing salary line from the posts in the Executive Board to the posts under the Executive Board. Variable remuneration depends on the achievement of short and long-term targets with respect to operational and strategic performance.

Remuneration structure

The remuneration consists of:

• a fixed component (annual basic salary),
• a variable component, dependent on the attainment of both short and long-term targets, as specified below,
• the employer’s payment towards the pension contribution,
• other secondary employment conditions.

Annual basic salary

When appointing members of the Executive Board, the Supervisory Board will limit the sum of the fixed and variable annual salary on appointment to a maximum of € 397,205 (2021 level) for the Chair of the Executive Board. A member of the Executive Board who is a director required by the articles of association receives an annual salary of up to 90% of that of the Chair. A member of the Executive Board who is not a director required by the articles of association (a ‘titular director’) receives an annual salary of up to 80% of that of the Chair. The Supervisory Board decides on the level of annual salary increments. If the maximum salary has been reached, further growth is limited to the across-the-board increments laid down in the collective labour agreement.

Variable remuneration

We base variable remuneration on the remuneration policy that has been approved by the shareholder. The maximum variable remuneration is 20% of the annual basic salary. The targets that must be attained in order to qualify for variable remuneration are set annually by the Supervisory Board. These must be ambitious and reflect the company’s strategy focused on long-term value creation. Whether the targets have been attained is determined at the Supervisory Board’s discretion, taking into account any and all circumstances and developments in the past year.

The Supervisory Board is authorised to adjust the variable component within the limits mentioned above if it will lead to unfair outcomes due to exceptional circumstances during the performance period. The Supervisory Board is also authorised to reclaim from members of the Executive Board a variable bonus that was awarded on the basis of inaccurate financial or other data or ‘incorrect conduct’.

The Supervisory Board has chosen performance criteria that relate to the implementation of Gasunie’s strategic goals, both for the short and the long term. In defining the company’s strategy, Gasunie’s social function and impact are explicitly taken into account.

Variable remuneration is made up of a combination of a qualitative assessment (60%) and performance on a number of predefined KPIs (40%.) A qualitative assessment is made of the extent to which the new business model was implemented, the contribution to the energy transition, on-time and on-budget project completion, financeability and succession and onboarding of Executive Board members. The predefined KPIs relate to safety, (ICT related) security breaches, energy security and employee satisfaction, and their verification is carried out by Internal Audit.

Reasoning behind variable remuneration

The Supervisory Board has set the variable remuneration of the Executive Board for 2025 at 17%. The Remuneration, Selection and Appointment Committee has given its advice on the achievement of the objectives, and the quantitative elements have been verified by the internal auditor.

In 2025, the Executive Board made a significant contribution to achieving Gasunie’s strategic objectives in a year marked by a major renewal of the company’s operational organisation and a rapidly changing societal and geopolitical context. The Executive Board successfully steered the organisational transformation, ensuring a smooth transition to six results responsible business lines without any disruption to business continuity. The Supervisory Board notes that this transformation enjoyed broad support within the organisation and that, despite the far reaching changes, absenteeism and staff turnover remained low — reflecting strong engagement, resilience and stability among employees.

In addition, substantial progress was made in 2025 in strengthening Gasunie’s contribution to the societal challenge of the energy transition. Important strategic and operational steps were taken in the areas of hydrogen, CCS and heat transport, including the strengthening of international cooperation, positioning Gasunie as a thought leader and securing clear role definitions with public and private stakeholders. Despite external and political complexity, the dialogue with public authorities and regulators remained constructive and further deepened.

Several major projects unfortunately experienced material delays and cost increases. The Executive Board investigated these issues and implemented improvements, including strengthening project controls through the establishment of a dedicated Large Capital Projects department. At the same time, multiple projects continued or were completed according to plan and within budget. The Supervisory Board recognises this progress but emphasises that project control will remain a top priority.

Gasunie’s financial position and financing capacity remained stable in 2025, supported by successful capital market transactions, the preservation of a stable credit rating and the continued linkage of financing to sustainability objectives.

The Executive Board also successfully contributed in 2025 to the development of a sector agreement with the ACM, market parties and other network operators, providing clarity on allowed revenues and securing stable and predictable tariffs for the period 2027–2031.

In the areas of safety, IT security and security of supply, the established KPI targets were achieved. At the same time, several safety incidents occurred during operational activities. The Supervisory Board appreciates the improvements initiated and the visible attention of the Executive Board to safety, but stresses that further structural improvement remains necessary. The ambition of zero incidents remains paramount and will continue to require sustained focus and leadership from the Executive Board in the coming years.

The onboarding of new Executive Board members and the strengthening of the Board team were carried out carefully and effectively, enhancing the continuity and effectiveness of the Executive Board.

Based on the Supervisory Board’s comprehensive assessment of the realised performance, the KPI results achieved and the efforts demonstrated in 2025, the Supervisory Board considers a variable remuneration of 17% of base salary for the members of the Executive Board to be appropriate.

The percentage of 85% is applied to a maximum of 20% of base salary, resulting in a variable remuneration of 17%.

Variable remuneration is paid out following adoption of the financial statements by the General Meeting of Shareholders.

Pension 

The members of the Executive Board have been enrolled in the Gasunie pension plan. This is based on average pay and includes a personal contribution from the members of the Executive Board in accordance with the rules that also apply to other Gasunie employees.

Other secondary employment conditions

Gasunie has put together a package of fringe benefits for its Executive Board members, which also applies to other staff. This includes compensation for home working facilities, a flexibilisation budget, a training budget, a leased car, a mobile phone and laptop, and more.

Other conditions

Term of service

Executive Board members are appointed for a term of four years, with an option for one additional four-year term. The members of the Executive Board required by the articles of association have an employment contract with Gasunie for the same duration as their term of service. Their employment contract therefore ends automatically if they are not reappointed.

Notice period

Members of the Executive Board must provide three months’ notice of termination of their employment contract; for the company, a notice period of six months applies.

Severance pay 

In compliance with the Dutch Corporate Governance Code, severance pay for Executive Board members is limited to a maximum of one year’s basic salary (i.e. the fixed part of the remuneration). This compensation also includes any transition compensation. In principle, no severance pay is granted if a member of the Executive Board is not reappointed; a proposal from the Supervisory Board to deviate from this principle requires the approval of the shareholder.

Change of control 

Executive Board members are covered by a ‘change of control’ clause, which states that if they are forced to leave the company due to a merger with, or the acquisition of the company by, an external party, or in the event of a fundamental change in the nature, management or structure of the company that is beyond the control of the Executive Board, they will be awarded compensation up to a maximum of one year’s basic salary (i.e. the fixed part of the remuneration), regardless of which party terminates the employment contract.

Pay ratio

The pay ratio at Gasunie is 5.08 (2024: 4.31). This is the ratio between the total remuneration of the highest paid employee and the median of the total remuneration of all other employees in the Netherlands. The total remuneration is based on the sum of the annual taxable pay and the pension costs (employer’s contribution). In calculating the median, only those employees are taken into account who were employed for the entire year. The higher pay ratio in 2025 compared to 2024 is mainly due to the CEO completing a full year of service in 2025 and certain arrangements made for her resulting in higher taxable pay. In 2024 and 2023, the CFO was the highest-earning employee at Gasunie.