0
58
Remuneration Report 2020
Pay mix
CEO target pay mix 2020-2021
CFO target pay mix 2020-2021
Pensions
Benefits
Loans
Term of appointment
Notice period
Compensation rights on termination of employment/service agreement
Heineken N.V.
Annual Report 2020
Introduction
Report of the
Executive Board
Report of the Financial
Supervisory Board Statements
Sustainability
Review
Other
Information
For each measure, vesting in between these performance levels is on a straight-line basis; below threshold
performance the vesting is zero, whereas beyond maximum performance it is capped at 200% of vesting
at target.
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
At target
performance
At/beyond
max performance
Below threshold
performance
At threshold
performance
At target
performance
At/beyond max
performance
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 executives under Dutch employment contract below the Executive Board, which is
currently 18% of base salary. This applies to our current CEO and CFO. 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.
The members of the Executive Board are eligible to receive benefits in line with HEINEKEN's most
senior employees. The benefits include, but are not limited to, company car, fuel and health insurance.
Other benefits could be offered in circumstances where this allows executives to successfully fulfil the
responsibilities of their role. For example in case of a relocation the appropriate relocation support is
provided. The levels of the benefits will be competitive in the relevant local market and could be changed year
on year.
HEINEKEN does not provide loans to the members of the Executive Board.
New members of the Executive Board are appointed by the AGM for the duration of 4 years, subject to
reappointment by the AGM.
The service agreement may either be terminated by the member of the Executive Board or by the Company.
The notice period will not be more than 12 months for both the Company and the individual.
If the Company gives notice of termination of the employment agreement of a member of the Executive
Board 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 them as member of the
Executive Board for a subsequent term, the Company shall pay an amount equal to one year of base salary.
The treatment of incentive awards will depend on the circumstances of departure. A proposal will be made by
the Remuneration Committee to be pursued by the Supervisory Board. In case of dismissal by the Company
for an urgent reason within the meaning of the law ('dringende reden'), or in case of dismissal for cause
('gegronde reden') whereby the cause for dismissal concerns unsatisfactory functioning of the Executive
Board member, the unvested incentive awards will be forfeited.
Fixed pay Variable pay
