Remuneration Report (continued)
Pay mix
CEO target pay mix 2019-2020
CFO target pay mix 2019-2020
Pensions
Compensation rights on termination of employment/service agreement
Loans
O O Qs
Report of the Executive Board
Report of the Supervisory Board
The Supervisory Board has the power to revise the amount of performance shares that will vest to an
appropriate number if the number of performance shares that would have vested under the agreed vesting
schedule would be unacceptable according to standards of reasonableness and fairness. The Supervisory
Board is entitled to claw back all or part of the shares transferred to the Executive Board members upon
vesting (or the value thereof) insofar as vesting occurred on the basis of incorrect information about
achieving the performance conditions. The vested performance shares that remain after withholding tax
are subject to an additional holding restriction of two years, to arrive at a five-year holding restriction after
the date of the conditional performance grant.
The mix between fixed pay and variable pay for various levels of performance is illustrated below. In these
charts, fixed pay refers to base salary only, excluding pensions and other emoluments, and variable pay
consists of the aforementioned Short-term and Long-term incentive opportunities, including the 'deferral-
and-matching' proposition. Share price movements during performance and holding periods are hereby
not included since these are unknown in the context of target remuneration.
Below threshold performance At threshold performance
Below threshold performance At threshold performance
At target performance At/beyond max performance
Of 15%
O
At target performance At/beyond max performance
Fixed pay Variable pay
Heineken N.V. Annual Report 2019
Financial Statements Sustainability Review Other Information
The members of the Executive Board participate in a defined-contribution Capital Creation Plan. As of
2015, following pension reforms in the Netherlands, new members of the Executive Board receive the same
contribution as new top executives under Dutch employment contract below the Executive Board, which is
currently 18% of base salary. This applies to our current CFO who became an Executive Board member in
2015. For the CEO the same capital creation arrangement as for 2014 remained in force, since the existing
top executives below the Executive Board at that time were compensated on an individual basis for part
of the impact of the aforementioned pension reforms. The contribution to the CEO therefore remains an
age-dependent percentage of base salary and STI payout. Both Executive Board members have chosen
to receive their full pension contributions as taxable income, as opposed to applying tax deferral to the
maximum amount possible.
If the Company gives notice of termination of the employment agreement of Mr. Van Boxmeer for a reason
which is not an urgent reason ('dringende reden') within the meaning of the law, the Company shall pay
severance compensation to Mr. Van Boxmeer on expiry of his employment agreement. This severance
compensation shall be set on the basis of the notion of reasonableness taking into account all the
circumstances of the matter, including whether Mr. Van Boxmeer shall be bound by a non-competition
obligation and whether any allowance is paid by the Company in relation to this non-competition
obligation. In case of dismissal for cause ('ontslag met gegronde reden') whereby the cause for dismissal
concerns unsatisfactory functioning of Mr. Van Boxmeer, the severance compensation cannot exceed one
year's base salary.
If the Company gives notice of termination of the service agreement of Mrs. Debroux for a reason which
is not an urgent reason ('dringende reden') within the meaning of the law, or decides not to extend the
service agreement upon its expiry, or if the AGM does not re-appoint Mrs. Debroux as member of the
Executive Board for a subsequent term, the Company shall pay Mrs. Debroux an amount equal to one year
of base salary.
HEINEKEN does not provide loans to the members of the Executive Board.
