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66
Remuneration (continued)
Ahold at a glance I Business review I Governance I Financials I Investors
At-target grant and maximum vesting (conditional and performance shares)
The at-target grant and maximum vesting (conditional and performance shares) per Management Board
member can be summarized as follows:
At - target grant performance shares
At- target grant
conditional
shares RoC TSR
Total
at-target grant
conditional and
performance
Maximum Maximum
vesting vesting Total
conditional performance maximum
shares shares vesting
0"5
o
oo
O
m
O
85.0% 85.0%
220%
75% 276.25% 351.25%
0"5
O
l-o
O
50.0% 50.0%
150%
75% 162.50% 237.50%
COO 50%
67.5% 67.5%
185%
75% 219.38% 294.38%
All percentages constitute a percentage of base salary.
2015 GRO share grant calculation
Example CEO1
At - target
share grant
of base salary)
Multiplier
(conditional
shares only)
Grant value
(base salary x
at - target grant x
multiplier)
Number of shares
granted (aware
value divided by
six-month average)
Grant conditional shares
50%
45%
€224,894
14,383
Grant performance shares (RoC)
85%
NA
€849,599
54,336
Grant performance shares (TSR)
85%
NA
€849,599
54,336
Totals
220%
€1,924,092
123,055
1 base salary €999,528.
six-month average share price preceding the date of grant of €15.64.
annual incentive multiplier for the preceding year of 0.45.
Example CFO2
At - target
share grant
of base salary)
Multiplier
(conditional
shares only)
Grant value
(base salary x
at - target grant x
multiplier)
Number of shares
granted (award
value divided by
six-month average)
Grant conditional shares
50%
45%
€149,929
9,589
Grant performance shares (RoC)
50%
NA
€333,176
21,309
Grant performance shares (TSR)
50%
NA
€333,176
21,309
Totals
150%
€816,281
52,207
2 base salary €666,352.
six-month average share price preceding the date of grant of €15.64.
annual incentive multiplier for the preceding year of 0.45.
Ahold
Annual Report 2015
History of grant vesting
Analysis shows that the GRO program rewards
"pay-for-performance," as the value of the
grants increases in the case of an above-target
performance and decreases in the case of a
below-par performance.
Before 2013, the EIP multiplier was applied over
the total GRO grant. A low EIP multiplier resulted in
a lower GRO grant, and a higher multiplier resulted
in a higher GRO grant. The EIP multiplier had an
amplifying effect on the total GRO grant.
Under the program, introduced in 2013, the EIP
multiplier is only applied over the conditional shares;
the performance shares are granted at target. As a
result, the amplifying effect of the EIP multiplier has
been reduced.
Shareholding requirements
and ownership guidelines
Management Board members must retain the shares
awarded under the GRO program for a period
of at least five years from the grant date. They are
allowed to sell a portion of the shares to finance
tax payable at the date of vesting. All members of
the Management Board are required to hold shares
in the Company with a value equal to 150% of
their base salary before they are allowed to sell
shares (other than to pay for taxes due). The holding
may be built up by retaining all after-tax shares
from the GRO program and does not require
additional purchases. The year-end shareholdings
of the Management Board are summarized in the
paragraph Shares and other interests in Ahold in
Note31.
Claw-back
A claw-back clause is applicable to the
Management Board members' annual cash
incentive plan and GRO program.
