Notes to the
consolidated
financial statements
continued
3! Related party transactions continued
Overview
Business review
Governance
Financials
Investors
Ahold Delhaize Annual Report 2016
thousand
2016
2015
Total remuneration
23,252
20,169
Remuneration of the Executive Committee including Management Board
The table below specifies the remuneration of the ExCo, comprising the Management Board members, the former members of the Management
Board, as listed above and the additional ExCo members who were not part of the Management Board.
5,121
5,535
4,436
7,544
616
4,241
5,724
4,672
5,230
3o2
Base salary
EIP2
Other3, 4
Share-based compensation5
Pensions6
1 Base salary represents the base salaries paid in 2016. Frans Muller, Pierre Bouchut and Kevin Holt were appointed as members of the Management Board effective July 24, 2016. The 2016
base salary for them reflects a partial year.
2 The ExCo incentive Plan (EIP) represents accrued annual cash incentives to be paid in the following year based on an overall weighted EIP. For an explanation of the Company’s
remuneration policy, see Remuneration under the Governance section of this report.
For Dick Boer, Jeff Carr and James McCann, the EIP for the year 2016 has been determined pro rata for the period up to the merger and after the merger became effective. Frans Muller,
Pierre Bouchut and Kevin Holt were appointed as members of the Management Board effective July 24, 2016. For them, the 2016 EIP reflects a partial year and has been determined
pro rata for the period after the merger became effective. The overall 2016 performance multiplier was 108%. The individual EIP amounts also include the component linked to individual
performance. In recognition of outstanding leadership leading up to and since the completion of the merger, the Supervisory Board increased the EIP payout for Dick Boer by 11% for 2016, in
line with the parameters of the Company’s Remuneration Policy.
3 “Other” mainly includes gross allowances for net pension, 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. Included in
“Other” for Dick Boer in 2016 is a negative amount of €7.6 thousand, an amount reclaimed by the Company in accordance with Dutch law in respect of a share sale before the closing of
the merger.
4 James McCann, Chief Operating Officer of Ahold USA and member of the Management Board and Executive Committee, stepped down on October 5, 2016. His employment relationship
with Ahold Delhaize will terminate as of April 30, 2017, without any severance payment due. Outstanding shares under the GRO plan will vest over the term of employment in accordance
with the applicable plan rules. Unvested shares outstanding at the termination date will be forfeited. An estimate of the remuneration costs relating to the period after October 5, 2016,
until April 30, 2017, was recognized in 2016 in “Other” €1,131 thousand and in “Share-based compensation” a net reversal of costs of €119 thousand. Additionally included in “Other” for
James McCann in 2016 is tax compensation of €893 thousand (2015: €805 thousand).
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 2016 reflects this year’s portion of
the share grants over the previous five years (2012 to 2016). 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 who were not part of the Management Board, of which the last tranche vested in 2015
(2015: 35,000). The total share-based compensation expense in 2016 for these ExCo members is €1,961 thousand (2015: €1,588 thousand) of which nil (2015: €46 thousand) relates to the
special purpose plan and €1,961 thousand (2015: €1,542 thousand) to the grants under the GRO program.
6 Pension costs are the total net periodic pension costs of the applicable pension plans.
