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Remuneration Report 2020
Part III - The Executive Board actual remuneration for performance ending in, or at year-end, 2020
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End of service agreement for Mr. Van Boxmeer as Chairman of the Executive Board and CEO and appointment of Mr. Van den Brink
as member of the Executive Board and CEO at the 2020 AGM
Reduction of Executive Board remuneration in response to the COVID-19 crisis
Heineken N.V. Report of the Report of the Financial Sustainability Other
Annual Report 2020 Introduction Executive Board Supervisory Board Statements Review Information
The following table provides an overview of the Executive Board actual remuneration that became unconditional in, or at year-end, 2020. 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 115. The Supervisory Board conducted a scenario analysis with respect to possible outcomes of the
variable remuneration disclosed in this section.
2018-2020 Long-term incentive Matching entitlements
(1) Base
salary
in €1,2&3
(2) 2020
Short-term
incentive
in €4
(3) No. of
performance
shares
Vesting5
(4) Value of
performance
shares vesting
in €5
(5) No. of
matching
entitlements
vesting
(6) Value of
matching
entitlements
vesting in
(7) Pension
cost in
(8) Other
emoluments
in
(9) Total
in
Van den Brink
631,317
154,168
80,1706
865,655
Debroux
736,667
5,713
521,140
179,077
154,168
1,591,051
Van Boxmeer
500,000
20,105
1,833,978
119,584
5,536,1527
7,989,714
1 The base salary of Mr. Van Boxmeer represents the actual base salary paid from 1 January to 31 May 2020.
2 The base salary of Mr. Van den Brink represents the actual base salary paid as from his appointment to the Executive Board on 24 April 2020.
3 The base salaries of Mr. Van den Brink, Mrs. Debroux and Mr. Van Boxmeer have been decreased by 20% as of May 1, 2020.
4 Following Supervisory Board decision in response to the COVID-19 crisis, the 2020 short term incentive has not been paid out.
5 Following Supervisory Board decision in response to the COVID-19 crisis, the 2018-2020 long term incentive plan has not vested.
6 Includes the expatriation allowances provided to Mr. Van den Brink during his international assignment in Asia from 24 April to 31 May, 2020, whilst being a member of the Executive Board.
7 Includes Mr. Van Boxmeer's end of service indemnity as well as car benefits-in-kind provided from 1 January to 31 May 2020.
In mutual agreement with the Supervisory Board and following the 2020 AGM, Mr. Van Boxmeer stepped down as CEO and Chairman of the Board of Heineken on 1 June 2020. Mr. Van Boxmeer continued to be paid in line with HEINEKEN's
normal Executive Board remuneration policy until the end of his service on 1 June 2020. Mr. Van Boxmeer's end of service terms are aligned to HEINEKEN's remuneration policy as disclosed in previous annual reports as well as the terms of
his employment agreement, which dates from before the first Dutch Governance Code publication. Mr. Van Boxmeer received an end of service indemnity of EUR 5,520,000 in June 2020. This amount represents 12 months of remuneration,
including variable compensation at target. In line with contractual obligations, Mr. Van Boxmeer's existing long-term incentive awards (2019-2021 and 2020-2022 long-term incentive plans) will continue to be subject to vesting at their regular
vesting dates in accordance with the predetermined performance conditions, and as defined in the Long Term Incentives Plan Rules. Shares that may vest under these plans will be subject to the holding period of two years. Furthermore, all
existing investment shares/share matching entitlements will continue to be subject to the regular holding period (5 years). Mr. Van Boxmeer is subject to a 12 months non-competition restriction at end of service.
Mr. Van Boxmeer was appointed to the Heineken Holding N.V. Board as a non-executive director effective 1 June 2020.
At the same AGM, the Supervisory Board nominated Mr. Van den Brink for appointment as member of the Executive Board as of 24 April 2020 and to hold the position of CEO and Chairman of the Executive Board as of 1 June 2020. The AGM
approved the appointment.
In the context of the significant impact of the COVID-19 crisis on the Company, the following remuneration related measures were approved by the Supervisory Board in April 2020:
- As described in our Executive Board remuneration policy, the Supervisory Board has the power to revise the amount of the STI payout to an appropriate level according to standards of reasonableness and fairness.
Within that context, the Supervisory Board, in full agreement with the Executive Board, decided that regardless of performance conditions being met, the STI will not be paid out for the 2020 performance year,
- As described in our Executive Board remuneration policy, the Supervisory Board has the power to revise the amount of performance shares that will vest to an appropriate level according to standards of reasonableness
and fairness. Therefore, the Supervisory Board, in full agreement with the Executive Board, decided that regardless of performance conditions being met, the 2018-2020 long term incentive plan will not vest.
Furthermore, the Executive Board voluntarily decided to personally contribute to the financial measures taken by the Company by reducing their base salary by 20% for the period 1 May to 31 December 2020.
