In the Netherlands today, financial employee participation is evolving beyond traditional bonus schemes and simple share awards. While a STAK (Stichting Administratiekantoor / trust office foundation) has long been a practical way to separate economic ownership from governance in private companies, an increasing number of forward-looking organisations are combining STAK structures with stock option plans to give employees not just a stake in the economic value of the company, but also a clear path to benefiting from future growth. business.gov.nl
This blended approach is gaining traction because each element solves a different problem: the STAK simplifies ongoing participation and control, while stock options create long-term incentives closely tied to company performance. The result is a participation strategy that works both for employees and for founders who care about governance, growth alignment, and talent retention.
What a STAK Does — and Why It Still Matters
A STAK is a legal vehicle that holds company shares and issues depositary receipts to employees or other stakeholders. These receipts deliver economic rights — such as dividends and value appreciation — without transferring voting rights. Governance and voting authority remain with the STAK board, which often reflects the founder or leadership group. This separation makes it much easier for companies to offer participation without diluting control. Ocorian
Put simply: the STAK allows employees to share in economic success without suddenly opening up decision-making to a wide shareholder base. This is especially appealing for medium and larger BVs (private limited companies) that want participation but need clarity around governance. business.gov.nl
Why Stock Options Complement a STAK
A STAK alone works well when you want employees to hold economic rights in the company through depositary receipts. However, it doesn’t automatically motivate employees before they have a stake. This is where stock option plans come in: they give employees the right (but not the obligation) to acquire depositary receipts or shares at a future date, usually contingent on performance, time served, or other milestones. LegalQ
In other words, employees can see a clear potential upside before they actually own anything. Combined with a STAK, this means:
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founders keep control and governance stays clean,
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employees earn the possibility of economic ownership over time,
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and both sides stay aligned with long-term value creation.
This combination is particularly common among startups, scaleups, and growth-oriented SMEs that want flexible participation without compromising control.
Real Dutch Business Practice: How It’s Being Used
Although companies rarely publish their full participation structures, there are well-known Dutch examples that illustrate different approaches to ownership, governance, and employee engagement.
Mollie — Participation as a Growth Engine
Fintech company Mollie is known for its strong focus on employee engagement in a fast-growing environment. In companies like Mollie, it is common to use centralised ownership structures (such as a STAK) alongside participation or option programmes that allow employees to share in value creation.
This combination helps ensure that:
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governance remains clear despite rapid growth and international expansion,
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employees experience a tangible economic link to the company’s long-term success.
Triodos Bank — Ownership in Service of Mission and Stability
Triodos Bank represents a different end of the spectrum. Here, ownership is designed primarily to protect the organisation’s mission and long-term stability rather than maximise short-term financial growth.
Triodos uses share certification to:
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safeguard its mission and values,
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structure governance carefully,
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and enable capital and stakeholder participation without losing strategic direction.
Although Triodos is less focused on classic stock options, it illustrates how certification and separated governance are used in the Netherlands to align ownership with long-term purpose — a philosophy closely related to STAK-based structures in commercial contexts.
Together, Mollie and Triodos show how different organisations use ownership and participation tools to serve different strategic goals.
Why the Combination Is Becoming More Common
There are a few reasons Dutch companies increasingly choose STAK + stock options rather than one or the other:
1. Governance clarity without loss of employee upside. A STAK keeps voting rights concentrated where the founders want them, while options keep employees focused on long-term growth before they earn economic participation. Ocorian
2. Flexible incentives for different employee groups. Options can be tailored — with vesting schedules, performance triggers, and leaver provisions — while the STAK handles the ongoing certificate pool once options convert. LegalQ
3. Practical employee communication and engagement. Many employees better understand options (the right to participate later) than immediate certificate ownership, particularly in growth companies where liquidity is future-oriented. RoundE
4. Tax and administrative alignment. Dutch participation experts note that combining participation tools — STAK structures for ownership and separate option plans — allows companies to plan more effectively for tax treatment and long-term participation mechanics as laws evolve. business.gov.nl
What It Means for You
If your organisation is thinking about employee ownership beyond simple bonus structures or profit sharing, the combination of a STAK and stock option plan might be an excellent fit. Together, they provide a way to share the economic upside of your company in a structured, forward-looking manner — while keeping governance clear and founders comfortable.
At Share Council, we help companies decide whether a STAK, options, or a combined participation strategy makes sense for their long-term goals. The right model depends on your culture, growth stage, operational complexity, and what you want ownership to mean for your people.
