Notes to the
consolidated
financial statements
continued
32 Share-based compensation continued
50%
Overview
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Investors
Ahold Delhaize Annual Report 2016
90%
105%
Outstanding (non-vested) performance shares awarded under the Delhaize European long-term incentive plan have similarly been converted into
Ahold Delhaize restricted shares and shares which are subject to meeting the performance measures of the Ahold Delhaize GRO plan.
Ahold’s RoC performance as of the end of 2015 was 93% of target with respect to the 2014 year share grant and 100% of target with respect to
the 2015 share grant. The RoC performance shares were converted into restricted shares using these vesting percentages. The remaining portion
(one year for the 2014 grant and two years for the 2015 grant) will be assessed against Ahold Delhaize’s RoC performance.
Shares granted in 2012 converted in 2016
Under the 2006-2012 GRO program, Ahold shares were granted through a mid-term (three-year) and a long-term (five-year) program.
For participants other than the Management Board members, the mid-term component of the program contained a matching share feature.
For every five shares a participant held for an additional two years after the vesting date, the participant receives one additional share.
70%
90%
50%
75%
25%
60%
150%
135%
130%
135%
6
75%
4
100%
105%
3
125%
120%
Shares granted in 2014 and 2015 converted in 2016
Under the 2013-2015 GRO program, shares were granted over a three-year period. The program consisted of three components: one with a
performance hurdle at grant (conditional share grant) and two components with a performance hurdle at vesting (performance share grants).
The size of the conditional share grant was subject to the Executive Incentive Plan Multiplier of the preceding year. Half of the performance share
grant was linked to a three-year RoC target. Dependent on RoC performance, the number of shares that eventually vested could range between
0% and a maximum of 150% of the number of shares granted. For the other half of the performance share grant, the performance at vesting was
measured using the TSR ranking. The table below indicates the percentage of shares with a TSR performance measure under the 2013-2015 GRO
program that could vest based on Ahold’s ranking within the peer group:
2013-2015 GRO program rank I 2
Vice President and up 175%
Other participants 15o%
5
75%
90%
7
0%
60%
8
0%
45%
9
0%
30%
9
0%
30%
10
0%
15%
10
0%
15%
11
0%
7.5%
11
0%
7.5%
12
0%
0%
12
0%
0%
As of the end of 2015, for the performance years 2014-2015, Ahold held the third position with respect to the 2014 share grant and the second
position with respect to the 2015 share grant. Based on these rankings the TSR performance shares were converted into restricted shares. The 2014
grant used a percentage of 125% for Vice President and up and 120% for other participants, and the 2015 grant used a percentage of 150% for Vice
President and up and 135% for other participants. The remaining portion (one year for the 2014 grant and two years for the 2015 grant) will be
assessed against the TSR performance of the 2016 GRO plan.
As of the end of 2015, Ahold held the second position among the peer group for the performance years 2012-2015. Based on this TSR ranking, the
performance shares for the 2012 five-year share grant were converted into restricted shares using the measure of 130% for Management Board
members and 135% for other participants. The remaining portion of the 2012 five-year grant, which is related to the Company’s performance in 2016,
will be assessed against the TSR performance measure of the 2016 GRO plan.
Under the 2006-2012 GRO program, the shares granted through the long-term component were subject to a performance condition. The number
of shares that ultimately vest depends on Ahold’s performance compared to other retail companies, measured over a five-year period using TSR.
The table below indicates the percentage of shares that could vest based on Ahold’s ranking within the peer group:
2006-2012 GRO program rank 12 3 4 5 6 7 8
Management Board 15o% 13o% 11o% 9o% 7o% 5o% 25% 0%
Other participants 150% 135% 120% 105% 9o% 75% 60% 45%
