Remuneration Report (continued)
Part lib - Changes to align remuneration
to the principles of the current policy
68
Report of the Supervisory Board
Realisation 2009 long-term incentive
After 2009 the conditional performance shares awarded in
2007 are subject to vesting. Vesting is based on the TSR
performance of Heineken ranked against the defined
performance peer group over the three-year performance
period (1 January 2007 - 31 December 2009). For this period,
Heineken ranked tenth in its performance peer group. This
ranking is below the median of the peer group, and as a
result the performance shares awarded in 2007 do not vest in
2010 and no vested shares are allocated to the members of
the Executive Board.
The Supervisory Board conducted a scenario analysis with
respect to possible outcomes of the STI and LTI awards made
in 2009 and previous awards made.
The following table provides an overview of outstanding
LTI awards (awards made but not yet vested as of
Base salary
The Remuneration Committee conducted a detailed review
of base salary levels of the Executive Board in 2009. Base
salaries were benchmarked against the peer group of
companies specified by the policy and the results showed
that the current base salary levels for the Executive Board
are well below the median of the peer group, which is the
target base salary position prescribed by the remuneration
policy. In addition, the Remuneration Committee reviewed
the pay differentials between the Executive Board and senio
management and concluded that the existing pay differenti;
is too narrow compared to the market and does not allow
meaningful pay progression.
31 December 2009):
Grant date
No. of shares
conditionally
awarded at
target level
Value of shares
conditionally
awarded at
the grant date
in EUR
Vesting date'
No. of shares
vested on the
vesting date
(gross)
End of
lock-up
period
Value e
unvestei
shares as c
31.12.200'
in EUf
Van Boxmeer
2009
34,247
735,626
02.2012
2014
1,139,221
2008
16,960
619,549
02.2011
2013
564,174
2007
20,816
787,053
23.02.2010
Hooft Graafland
2009
18,836
404,597
02.2012
2014
626,580
2008
9,328
340,752
02.2011
2013
310,291.
2007
11,449
432,887
23.02.2010
1 Within five business days immediately following the publication of the annual results of the Company, to occur after completion of the performance period as determine
by the Supervisory Board.
The following table provides an overview of vested LTI
awards that are currently subject to a lock-up period.
Grant date
Vesting date
No. of shares
vested on the
vesting date
(gross)
No. of shares
vested on the
vesting date
(net)
Value of
shares vested
on the
vesting date
in EUR
End of
lock-up
period
Value of
vestei
shares as c
31.12.200u
in EUf
Van Boxmeer
2005
20.02.2008
14,244
9,244
337,683
2010
307,502
Hooft Graafland
20.02.2008
13,250
6,544
239,052
2010
Annual Report 2009 - Heineken N.V.
