88
Notes to the Consolidated Financial Statements
LTI Plan
2020
2021
2022
2023
2024
2025
Note
2023
2022
19
performance period
j vesting date
2021-2023
20
18
4
20
7
performance period
j vesting date
31
57
6.4
2022-2024
Introduction
2023-2025
Matching shares granted to the Executive Board are disclosed in note 13.3.
Sustainability
Review
Financial
Statements
Other
Information
Report
of the
Supervisory
Board
Report
of the
Executive
Board
The grant date, fair market value (FMV) at the grant date, service period and vesting date for the LTIP are
visualised below:
The number of outstanding share rights and the movement over the year under the LTIP of the Executive Board
and senior management is as follows:
At vesting, HEINEKEN deducts a number of shares to cover payroll taxes and mandatory withholdings on behalf
of the individual employees. Therefore, the number of Heineken N.V. shares to be received by LTIP participants is
a net (after-tax) number. Ownership of the vested LTIP 2021-2023 shares will transfer to the Executive Board
members shortly after the publication of the annual results of 2023 and to senior management on 1 April 2024.
Other share-based compensation plans
In 2023, under the Extraordinary share plans for senior management, 13,900 shares were granted (2022: 500)
and 23,805 (gross) shares vested (2022: 32,505). These extraordinary grants only have a service condition and
vest between one and five years. The expenses relating to these additional grants are recognised in profit or loss
during the vesting period. In 2023, expenses amounted to €1 million (2022: €2 million).
Accounting estimates
The grant date fair value is calculated by adjusting the share price at the grant date for estimated foregone
dividends during the performance period, as the participants are not entitled to receive dividends during that
period. The foregone dividends are estimated by applying HEINEKEN's dividend policy on the latest forecasts of
net profit (beia).
At each balance sheet date, HEINEKEN uses its latest forecasts to calculate the expected realisation on the
performance targets per plan. The number of shares is adjusted to the new target realisation and HEINEKEN
increases/decreases the total plan cost. The cumulative effect is recorded in the profit or loss, with a
corresponding adjustment to equity.
Expenses related to employees that voluntarily leave HEINEKEN are reversed as they will not receive any shares
from the LTIP. The expense calculation includes the estimated future forfeiture. HEINEKEN uses historical
information to estimate this forfeiture rate.
The grant date fair value is calculated by deducting expected foregone dividends from the grant date during the
performance period share price. The costs of the share plans are adjusted for expected performance and
forfeiture and spread evenly over the service period.
Accounting policies
HEINEKEN's share-based compensation plans are equity-settled share rights granted to the Executive Board and
senior management.
Share-based compensation expenses are recorded in the profit or loss, with a corresponding adjustment to
equity.
Personnel expenses
The total share-based compensation expense that is recognised in 2023 amounts to €31 million (2022: €57
million share-based compensation expense).
In millions of
Heineken
N.V.
Annual
Report
2023
Outstanding as at 1 January
Granted during the year
Forfeited during the year
Cancelled during the year
Vested previous year
Performance adjustment
Outstanding as at 31 December
Share price as at 31 December
performance period
Total LTIP expenses
recognised in 2023
(639,523)
(561,999)
1,379,471
91.94
(284,183)
311,194
2,163,618
87.88
Share rights granted in 2020
Share rights granted in 2021
Share rights granted in 2022
Share rights granted in 2023
Total expense recognised in personnel expenses
Number of share
rights 2023
2,163,618
539,901
(122,526)
Number of share
rights 2022
1,821,369
431,038
(115,887)
87
grant date
FMV €87.03
grant date
FMV €82.06
grant date
FMV €93.81
