Retention Payouts
Executive Committee Share
Ownership Guidelines
Main Contractual Terms of Hiring
and Termination of Executive
Management
Overview of Director
Remuneration
GOVERNANCE
All current Executive Management members
participate in the new plan.
One member of Executive Management par
ticipates in a Greek defined contribution plan.
Following the announcement of the departure
of the Delhaize Group CEO by the end of 2013,
the Company established a retention program
in August 2013 to maintain management
stability and focus on the company's business
plans, with cash awards paid to participants,
including certain members of the Executive
Committee, if they were still employed on
July 31, 2014.
In execution of this program a total amount
of €1.9 million has been paid to the Executive
Committee members who benefited from this
program.
Delhaize Group believes that the Executive
Committee should be encouraged to maintain
a minimum level of share ownership in order
to align the interests of the shareholders and
the Executive Committee. In 2008, the Board of
Directors adopted share ownership guidelines
based on the recommendation of the RC.
Under these guidelines and during their active
employment, the CEO and the other members
of the Executive Committee are expected to
acquire and maintain ownership of Delhaize
Group stock equal to a multiple of the annual
base salary. These multiples were set as
follows:
CEO
300%
Executive Committee payroll
200%
Executive Committee payroll
100%
The difference between U.S.-based and Euro
pean-based Executive Committee members is
due to the different market practices in these
regions and the differences between the
instruments available for Executive Committee
members' remuneration.
New members of the Executive Committee will
be allowed a period of five years to achieve
the recommended share ownership levels.
The RC will monitor the compliance with these
Guidelines at least once a year. The Board of
Directors is currently satisfied with the progress
that has been made thus far.
The Company's Executive Management is
compensated in accordance with the Com
pany's Remuneration Policy. Each member of
Executive Management has an employment
agreement or management contract that has
been approved by the Board of Directors,
with total direct compensation determined by
reference to data provided by a compensation
consultant for similar positions in Europe and/or
the US, and taking into account each person's
experience, skills and expected contributions.
Executive Management is required to abide
by the Company's policies and procedures,
including the Company's Guide for Ethical Busi
ness Conduct. Executive Management is also
subject to clauses which are typically included
in employment agreements or management
contracts for executives.
In October 2013, the Company entered into a
management agreement with Frans Muller,
who assumed the role of President and CEO of
the Group. The management agreement pro
vides for a termination indemnity of 18 months
of total cash compensation and benefits in the
event the Company terminates his manage
ment contract without cause or if terminated
by Mr. Muller for good reason. The termination
would not alter the terms related to vesting,
or result in the cancelation, of his outstanding
long-term equity incentive awards.
The Company entered into an amended
employment agreement with Pierre Bouchut,
CFO of the Group, on October 31, 2013. The
amended agreement provides him with
termination benefits equal to a maximum of
18 months of total direct compensation and
benefits in the event the Company terminates
his employment agreement without cause or
if terminated by Mr. Bouchut for good reason.
The termination would also result in the for
ward vesting of previously awarded long-term
incentive awards.
Effective July 7, 2014, Kevin Holt joined the
Group and was appointed to the Executive
Committee, as the new Executive Vice Pres
ident and Chief Executive Officer of Delhaize
America. His employment agreement provides
for a payment of up to 16 months of total cash
compensation and benefits, in the event the
Company terminates his employment agree
ment without cause or if terminated by Mr.
Holt for good reason. The termination would
also result in the accelerated vesting of all of
his outstanding long-term equity incentive
awards.
For sake of completeness, the Greek employ
ment agreement of Kostas Macheras provides
for a payment equal to 24 months of total cash
compensation in the event the Company ter
minates his employment without cause in spe
cific circumstances, in case of retirement or, if
terminated by Mr. Macheras for good reason.
The termination would also result in forward
vesting of all of his outstanding long-term
equity incentive awards. The above-mentioned
Greek employment relates to the activities of
Kostas Macheras as CEO of the relevant Greek
subsidiary.
On March 13, 2014, Nicolas Hollanders, Exec
utive Vice President HR, IT and Sustainability,
and the Company entered into a mutually sat
isfactory separation agreement that provided
Mr. Hollanders with ten months of total direct
compensation and benefits, and accelerated
or forward vesting of his previously awarded
long-term incentive grants.
Effective May 1, 2014, Marc Croonen joined
the Group and was appointed to the Exec
utive Committee, as the new Executive Vice
President HR, Internal Communications and
Sustainability. His employment agreement pro
vides for a payment equal to twelve months of
total cash compensation and benefits, in the
event the Company terminates his employ
ment agreement without cause or if termi
nated by Mr. Croonen for good reason. The
termination would also result in the forward
vesting of all of his outstanding long-term
equity incentive awards.
In May 2013, the Company entered into a U.S.
employment agreement and an international
assignment agreement with Maura Abeln
Smith, who was appointed Executive Vice
President, General Counsel and General
Secretary. Following the termination of her
employment contract effective November 1,
2014, she was provided with a payment equal
to twelve months of total cash compensation
and benefits. The termination also resulted in
accelerated vesting of all of her outstanding
long-term equity incentive awards.
Effective April 1, 2014, Dirk Van den Berghe was
appointed to the Executive Committee. Mr. Van
den Berghe was the CEO of Delhaize Belgium
and Luxembourg. Mr. van den Berghe decided
to leave the Company effective August 1, 2014.
His employment agreement did not provide for
a severance payment in case of resignation.
The Company's directors are remunerated
for their services with a fixed annual amount,
decided by the Board of Directors, which is
not to exceed the maximum amounts set by
the Company's shareholders. The maximum
amount approved by the shareholders at the
Ordinary Shareholders' Meeting of May 26,
