Notes to the consolidated financial statements
128
31 Related party transactions (continued)
Ahold at a glance
Business review
Governance
Financials
Ahold
Annual Report 2015
Remuneration of the Management Board by member
Direct remuneration
Deferred remuneration
thousand
Base salary
EIP2
Other3,4
Total direct
remuneration
Share-based
compensation5
Pensions6
Total
remuneration7
Dick Boer
2015
1,000
1,350
305
2,655
1,607
67
4,329
2014
987
444
13
1,444
1,214
(125)
2,533
Jeff Carr
2015
666
899
307
1,872
835
29
2,736
2014
658
296
147
1,101
678
48
1,827
James McCann
2015
666
899
1,176
2,741
1,010
30
3,781
2014
658
296
1,213
2,167
773
(39)
2,901
Lodewijk Hijmans van den Bergh1
2015
91
122
108
321
190
5
516
2014
544
245
1,654
2,443
1,031
(48)
3,426
Total 2015
2,423
3,270
1,896
7,589
3,642
131
11,362
Total 2014
2,847
1,281
3,027
7,155
3,696
(164)
10,687
Remuneration of the Executive Committee including Management Board
The table below specifies the remuneration of the ExCo, comprising the Management Board members as listed above and the additional ExCo members who were not part of the Management Board.
thousand
2015
2014
Base salary
4,241
4,399
EIP2
5,724
1,979
Other3
4,672
3,837
Share-based compensation5
5,230
4,930
Pensions6
302
(747)
Total remuneration7
20,169
14,398
1 Lodewijk Hijmans van den Bergh, Chief Corporate Governance Counsel and member of the Management Board and Executive Committee, stepped down on March 12015. His employment relationship with Ahold was terminated on December 31, 2015. Ahold agreed to pay his remuneration until
the end of 2015, as well as a severance payment amounting to one year's base salary (€544,000), 2015 EIP and GRO. Outstanding shares under the GRO plan have vested over the term of employment in accordance with the applicable plan rules. An estimate of the remuneration costs relating to
the period after March 1, 2015, until December 31, 2015, was recognized in 2014 (Other €1,641,000 and Share-based compensation €434,000). Adjustments to the estimate of the remuneration costs as a result of the actual payments are included in 2015 (Other €85,000 and Share-based
compensation €100,000). An estimate of additional wage tax of €1.9 million (2014: €1.2 million) on severance payments due in accordance with Dutch tax laws, is excluded from "Total remuneration" as presented in the tables above.
2 ExCo Incentive Plan ("EIP") represents accrued annual cash incentives to be paid in the following year based on an overall weighted EIP performance of 135% versus 45% last year. For an explanation of the Company's remuneration policy, see Remuneration under the Governance section of this report.
3 "Other" mainly includes gross allowances for net pension due to a pension plan amendment, tax compensation (tax equalization charges for expatriates), allowances for housing expenses for certain individuals, relocation costs, international school fees, employer's contributions to social security plans,
benefits in kind such as tax advice, medical expenses, and the associated tax gross up. "Other" also includes remuneration costs related to termination agreements. The increases in "Other" for the Management Board are further described under footnote 4 befow.
4 The increase in "Other" for Dick Boer and Jeff Carr is primarily due to gross allowances for net pension due to a pension plan amendment (for details refer to 23). For James McCann, increased gross allowances were offset by lower tax compensation. Included in "Other" for James McCann in
2015 is tax compensation of €805,000 (2014: €969,000), of which €83,000 relates to the 2014 tax year. "Other" for Lodewijk Hijmans van den Bergh is described under footnote 1 above.
5 The fair value of each year's grant is determined on the grant date and expensed on a straight-line basis over the vesting period. The expense for 2015 reflects this year's portion of the share grants over the previous Ave years (2011 to 2015). The share-based compensation expense also includes the
expense related to the shares under the special purpose plan as described in Note 32. Under this program 105,000 shares were granted in 2013 to ExCo members that were not part of the Management Board, of which 35,000 shares vested in 2015 (2014: 35,000). The total share-based
compensation expense in 2015 for these ExCo members is €1,588,000 (2014: €1,234,000) of which €46,000 (2014: €459,000) relates to the special purpose plan and €1,542,000 (2014: €775,000) to the grants under the GRO program.
6 Pension costs are the total net periodic pension costs. During 2014, Ahold amended its pension plan in the Netherlands. For more details refer to Note 23.
7 On January 8, 2015, the Supervisory Board appointed Jan Ernst de Groot and on January 15, 2015, Wouter Kolk as members of the ExCo, effective February 1, 2015. On January 15, 2015, it was announced that Sander van der Laan, CEO Albert Heijn and member of the ExCo, would step down
on February 1, 2015. His employment relationship with Ahold was terminated on September 30, 2015.
