O O "A
Remuneration Report (continued)
Part II - The Executive Board actual remuneration for performance ending in, or at year-end, 2019
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ad (1) - Base salary
ad (2) - 2019 Short-term incentive
Individual leadership measures
Introduction Report of the Executive Board
The following table provides an overview of the Executive Board actual remuneration that became unconditional in, or at year-end, 2019. For disclosures in line with IFRS reporting requirements, which are 'accrual-based'
over earning/performance periods and partly depend on estimations/assumptions, see note 13.3 'Related parties' on page 111. The Supervisory Board conducted a scenario analysis with respect to possible outcomes
of the variable remuneration disclosed in this section.
2017-2019 Long-term incentive Matching entitlements Extraordinary Share Grants
(2) 2019 (4) Value of (5) No. of (6) Value of (9) Value of
Short-term (3) No. of performance matching matching (8) No. of extraordinary (10) Other
(1) Base salary incentive performance shares vesting entitlements entitlements (7) Pension cost extraordinary shares vesting emoluments (11) Total
in in shares vesting in vesting vesting in in shares vesting in in in
Van Boxmeer
1,250,000
2,222,500
45,468
4,315,823
10,427
989,731
761,822 -
- 48,806
9,588,682
Debroux
850,000
1,079,500
22,734
2,157,911
167,309 -
- 182,690
4,437,410
These base salaries have been paid to the members of the Executive Board for 2019.
The 2019 Short-term incentive (STI) relates to the performance year 2019, and becomes payable in 2020. The STI for 2019 was subject to four performance measures: Organic Net Revenue Growth (weight: 35%),
Organic Net Profit beia Growth (weight: 15%), Free Operating Cash Flow (weight: 25%) and Individual leadership measures (weight: 25%). The Supervisory Board determined the results against the pre-set targets on
these measures as follows:
Organic Net Revenue Growth
Between target and maximum performance
Organic Net Profit beia Growth
Between target and maximum performance
Free Operating Cash Flow
Between target and maximum performance
Between target and maximum performance
The resulting STI payout for 2019 is 127% of payout at target level for both members of the Executive Board. In line with policy, 25% of the STI payout is paid out in investment shares against the closing share price of
12 February 2020, the publication date of these financial statements. In addition, the Executive Board members have had the opportunity to indicate before the end of the 2019 performance year whether they wished to
receive up to another 25% of their STI payout in additional investment shares; for 2019 the Executive Board members did not elect to receive additional investment shares beyond the mandatory 25% share investment.
The investment shares are restricted for sale for five calendar years, after which they are matched 1:1 by matching shares. Revision and clawback provisions apply to this Short-term incentive, including the related matching
share entitlement. The table overleaf provides an overview of the investment shares at year-end that were awarded as part of STI payouts in the past, and that have remained blocked and await 1:1 matching by the
Company, provided the conditions thereto are met. Only when the holding period of the investment shares has been completed, will the matching share entitlements be converted into shares and transferred to the recipient.
Report of the Supervisory Board
Financial Statements
Sustainability Review
Heineken N.V. Annual Report 2019
Other Information
