68
Remuneration Report 2023
Matching entitlements
2021-2023 Long-term incentive
Extraordinary Share Grants
(11) Total in
Van den Brink
1,300,000
345,800
40,699
3,741,866
323,407
29,725
5,740,799
Van den Broek
884,000
167,960
19,860
1,825,928
252,262
13,155
1,209,471
4,339,621
1 See details on Mr. Van den Broek's extraordinary share grant under point ad(8).
Introduction
Performance Measure
Threshold
Weight
Target
Maximum Achievement
Payout
35
9.0%
12.0%
15.0%
5.5
0
15
5.0%
7.5%
12.5%
1.7
0
25
2,300
2,400
2,700
1,759
0
25
75
100
19
Van den Brink
2023
50 14.02.2024
t.b.d.
ca. 172,900 31.12.2028
n/a
2022
50 15.02.2023
15,674
1,469,908 31.12.2027
1,441,068
2021
50 16.02.2022
16,327
1,583,719 31.12.2026
1,501,104
Van den Broek
2023
50 14.02.2024
t.b.d.
ca. 83,980 31.12.2028
n/a
2022
50 15.02.2023
7,613
713,947 31.12.2027
699,939
2021
50 16.02.2022
4,626
448,722 31.12.2026
425,314
1 The closing share price on 29 December 2023 was €91.94.
Individual leadership measures
Total
Organic Net Revenue Growth
Operating Profit beia Growth
Free Operating Cash Flow m)
ad (2) - 2023 Short-term incentive
The 2023 Short-term incentive (STI) relates to the performance year 2023 and becomes payable in 2024.
The target opportunities were 140% of base salary for the CEO and 100% of base salary for the CFO.
ad (1) - Base salary
These base salaries have been paid to the members of the Executive Board for 2023.
The 2023 STI was subject to four performance measures: Organic Net Revenue Growth (weight: 35%), Organic
Operating Profit beia Growth (weight: 15%), Free Operating Cash Flow (weight: 25%) and Individual leadership
measures (weight: 25%). The following table shows the performance targets and intervals, as well as the actuals
achievements as determined by the Supervisory Board for each of these measures.
The resulting STI payout for 2023 is 19% of the target opportunity 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 14
February 2024, the publication date of the full year results. In addition, the Executive Board members had the
opportunity to indicate before the end of the 2023 performance year whether they wished to receive up to
another 25% of their STI payout in additional investment shares. For 2023, both Executive Board members
elected to receive an additional 25% investment shares beyond the mandatory 25% share investment.
Sustainability
Review
Report
of the
Supervisory
Board
Other
Information
Financial
Statements
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 of, 2023. 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 122.
(5) No. of matching
entitlements
vesting
(6) Value of
matching
entitlements
vesting in (7) Pension cost in
Award
date
No. of
investment
shares
awarded
(9) Value of
extraordinary
shares vesting in
Value of
investment shares
as of the award
date in
(10) Other
emoluments in
Heineken
N.V.
Annual
Report
2023
STI
payout
for
of STI
payout
invested
in shares
as of 31.12.20231
in
(8) No. of
extraordinary
shares vesting1
As part of its annual agenda, the Remuneration Committee conducted scenario analyses to evaluate the potential financial outcomes of meeting different performance levels. These analyses considered how such outcomes
would affect the structure and value of the Executive Board’s total remuneration and whether they would align with our remuneration policy principles.
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 the Short-term incentive, including the related
matching share entitlement. The table below 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.
Value of
End of investment shares
blocking
period
The Individual leadership measures were a mix of quantitative and qualitative measures tied to the achievement
of our EverGreen strategy. They included Organic Net Profit beia Growth (weight: 10%), Fixed cost as a
percentage of revenue (weight: 3.75%), Embedding a cost-conscious culture (weight: 3.75%) and Accelerating
the EverGreen Strategic Plan delivery (weight: 7.5%). Although performance on Organic Net Profit beia Growth
was below expectations, significant advances were made in Cost management and Accelerating the EverGreen
Strategic Plan delivery, as described in other parts of this Annual Report. The combined outcome for the
Individual leadership measures was 75%.
(3) No. of (4) Value of
(2) 2023 Short-term performance shares performance shares
(1) Base salary in incentive in vesting vesting in
