69
Remuneration Report 2023
Performance Measure
Threshold
Weight
Target
Maximum Achievement
Vesting
25
4.0
7.0
10.0
13.0
200
25
10.0
17.0
24.0
23.2
189
EPS beia Growth
25
20.0
27.0
34.0
36.8
200
Introduction
Free Operating Cash Flow m)
25
4,900
5,400
5,800
6,682
200
Total
100
198
The table below provides an overview of outstanding LTI awards (awards granted but not yet vested, or awards vested but still blocked) as of 31 December 2023.
Van den Brink
2023
22,190
1,950,057
02.2026
t.b.d.
t.b.d.
16.02.2028
1,083,881
2022
18,967
1,875,078
02.2025
t.b.d.
t.b.d.
17.02.2027
926,479
2021
20,555
1,875,027
14.02.2024
40,699
21,623
15.02.2026
1,988,019
2020
12,144
1,021,310
15.02.2023
22,588
12,000
14.02.2025
1,103,280
Van den Broek
2023
12,574
1,105,003
02.2026
t.b.d.
t.b.d.
16.02.2028
614,159
2022
10,748
1,062,547
02.2025
t.b.d.
t.b.d.
17.02.2027
524,977
2021
10,030
914,937
14.02.2024
19,860
10,551
15.06.2026
970,059
ad (3) - 2021-2023 Long-term incentive: Number of performance shares vesting
The 2021-2023 Long-term incentive (LTI) relates to the performance period 2021-2023 and vests shortly after
14 February 2024, the publication date of the full year 2023 results. The target LTI opportunities at grant were
150% of base salary for the CEO and 125% of base salary for the CFO.
The vesting of the LTI award for performance period 2021-2023 was subject to company performance on four
financial measures with equal weight. The following table shows the performance targets and intervals, as well
as the actual achievements as determined by the Supervisory Board for each of these measures:
Sustainability
Review
Report
of the
Supervisory
Board
Other
Information
Financial
Statements
Report
of the
Executive
Board
1 Determined according to plan rules, using the closing share price on 31 December of the year preceding the grant date.
2 The vesting date is shortly after the publication of the financial statements after completion of the performance period.
3 Vested shares are disclosed in before-tax terms (i.e., before deduction of withholding tax due).
4 Vested shares are disclosed in after-tax terms (i.e., after deduction of withholding tax due).
5 The value for the grants in 2021 is based on the actual number of shares vesting on the vesting date after tax withholding, i.e., after applying the relevant income tax rate, whereas the value for the grants in 2022 and 2023 is based on the number of performance shares conditionally granted at target level (since the
number of performance shares vesting is yet unknown) after applying the currently prevailing income tax rate. The closing share price on 29 December 2023 was €91.94.
Grant
date
No. of shares
conditionally
granted at
target level1
Value of shares
conditionally
granted in
End of
blocking period
Organic Net Revenue Growth
Organic Operating Profit beia
Growth
Heineken
N.V.
Annual
Report
2023
No. of shares
vesting on the
vesting date3
(before tax)
No. of shares
vesting on the
vesting date4
(after tax)
As a result, the vesting of the LTI grant for performance period 2021-2023 will be equal to 198% of the vesting
at target level. For the CEO, this performance implies that 40,699 shares will vest shortly after 14 February 2024,
as a result of the 20,555 conditional performance shares granted to him in 2021 as CEO and Member of the
Executive Board. For the CFO, this performance implies that 19,860 shares will vest as a result of the 10,030
conditional performance shares granted to him in 2021 as CFO and Member of the Executive Board.The
resulting share awards are defined in before-tax terms (i.e., before the deduction of withholding tax due).
Revision and clawback provisions apply to this award.
Vesting
date2
Value of
unvested or
blocked shares
as of 31.12.20235
in
