Remuneration Report continued
Reportofthe Reportofthe Financial Other
Contents Overview Executive Board Supervisory Board Statements Information
2013-2015 Long-term variable award
After 2015, the conditional performance shares granted in 2013 are subject to vesting. The vesting of the LTV award for performance period 2013-2015
is subject to Heineken N.V. performance on four financial measures with egual weights. The Supervisory Board determined the results against the pre-set
targets (as recalibrated early 201 A) as follows:
Organic Gross Profit beia Growth - at maximum performance
Organic EBIT beia Growth - between target and maximum performance
Earnings Per Share (EPS) beia Growth - at maximum performance
Free Operating Cash Flow - between target and maximum performance
As a result, the vesting of the LTV grant for performance period 2013-2015 will be egual to 171 per cent of the vesting at target level for both the CEO and
the former CFO. The resulting share awards are defined in gross terms (i.e. before deduction of withholding tax due); the net number of shares awarded
(i.e. after withholding tax due) remains blocked for an additional period of two years until 13 February 2018, also in case of resignation during that period,
and also for the former CFO. Revision and clawback provisions apply to this award. The table below provides an overview, for the incumbent Executive
Board members at year-end, of outstanding LTV awards (awards granted but not yet vested, or awards vested but still blocked) as of 31 December 2015:
Grant date
No. of shares
conditionally
granted at
target level1
Value of shares
conditionally
granted as
of the grant
date in EUR
Vesting
date2
No. of shares
vesting on the
vesting date3
(before tax)
No. of shares
vesting on the
vesting date"1
(after tax)
End of
blocking period
Value of
unvested or
blocked shares
as of
31.12.2015=
in EUR
Van Boxmeer
2015
29,263
1,942,771
02.2018
t.b.d.
t.b.d.
02.2020
1,167,056
2014
35,147
1,662,805
02.2017
t.b.d.
t.b.d.
02.2019
1,401,712
2013
34,179
1,877,452
02.2016
58,447
29,593
02.2018
2,331,041
2012
44,031
1,668,775
02.2015
57,681
29,205
02.2017
2,300,478
2011
42,927
1,617,489
02.2014
16,098
8,150
02.2016
641,976
Debroux
2015
11,857
787,186
02.2018
t.b.d.
t.b.d.
02.2020
618,345
1 Determined according to plan rules, using the closing share price of 31 December of the year preceding the grant date.
2The vesting date is shortly after the publication of the financial statements after completion of the performance period.
3 Vested shares are disclosed in gross terms (i.e. before deduction of withholding tax due).
4 Vested shares are disclosed in net terms (i.e. after deduction of withholding tax due).
5The value for the grants in 2011,2012 and 2013 is based on the actual number of shares vesting on the vesting date after tax withholding, i.e. after applying the
relevant income tax rate, whereas the value for the grants in 2014 and 2015 is based on the number of shares conditionally granted at target level (since the number
of shares vesting is yet unknown) after applying the relevant income tax rate. The share price as of 31 December 2015 is EUR78.77.
Extraordinary share awards and Retention share award
The table below provides an overview, for the incumbent Executive Board members at year-end, of the outstanding Extraordinary share awards and the
Retention share award as of 31 December 2015. The Retention share award to Mr. Jean-Frangois van Boxmeer vested in April 2015; a further three-year
holding period will apply to this share award. The Extraordinary share award to Mr. Jean-Frangois van Boxmeer vested at grant in 2013; to this share award
a five-year holding period applies as from grant.
The Extraordinary share awards to Mrs. Laurence Debroux have been granted upon her appointment by the 2015 AGM as member of the Executive
Board, in the role of CFO, as compensation for unvested and forfeited awards at her previous employer. Half of the share grant, i.e. 1,000 shares, vested
immediately at grant date, whereas the other half will vest subject to her continued Executive Board membership one year later. Both share grants will
be blocked for five years until 24 April 2020.
58 Heineken N.V. Annual Report 2015
