Note 27. Board remuneration
The remuneration of members of the Management Board has been determined by the Supervisory Board.
During 2014, the Company considered the members of the Management Board and the Supervisory Board to be the key management personnel. Total remuneration for key management personnel in 2014 amounts to €3,524 (2013: €3,013).
In 2014, the Annual General Meeting of shareholders approved the revision of the Remuneration Policy for the Management Board proposed by the Supervisory Board.
The following table sets forth as to all current members of the Management Board of the Company, information concerning all remuneration from the Company (including its subsidiaries) for services in all capacities:
|Base compensation 1||Bonuses||Pensions||Share based payment expenses 2||Fringe benefits||Total|
|C.D. del Prado|
|P.A.M. van Bommel|
- 1-An incidental crisis levy of 16% as imposed by the Dutch government amounted to €145 for 2013 and €175 for 2012. This crisis tax levy is payable by the employer and is charged over income of employees exceeding a €150 threshold for both years. These expenses do not form part of the remuneration costs mentioned.
- These amounts represent the vesting expenses related to the financial year.
Short-term incentive (cash bonus)
Each year, a short-term incentive can be earned, based on achievement of specific challenging targets. These targets are for 75% based on company financial targets and for 25% based on non-financial targets. The on-target bonus percentage for the CEO is 100% of base salary, with a maximum pay-out of 150% of base salary. The on-target bonus percentage for the other members of the Management Board is 75% of base salary, with a maximum pay-out of 125% of base salary.
Long-term incentive (stock options/performance shares)
The members of the Management Board are eligible to receive stock options and performance shares under the ASM International NV 2014 Long-term incentive plan for members of the Management Board ('plan') in order to focus on the long term interest of the company. Stock options vest after three years subject to continued employment and expire after seven years. Performance shares vest after 3 years subject to meeting certain conditions. The members of the Management Board are required to hold the vested performance shares for an additional two years, however, they are allowed to sell a part of the unconditional shares after three years for tax purposes. The next grant of stock options and restricted shares will take place in April 2015.
The members of the Management Board are offered participation of the pension plan of the industry wide pension fund ('Pensioenfonds van de Metalektro') for the base salary up to the predetermined ceiling. For the base salary above the ceiling, the members of the Management Board are offered participation of a defined contribution plan, insured by Nationale Nederlanden. Due to the changes in Dutch pension legislation, the pension arrangement for members of the Management Board will change in 2015.
Fringe benefits are covering compensation relative to use of a (company) car, a representation and expense allowance, social security premium and premium for health and disability insurance.
The following table shows the outstanding options to purchase ASM International NV common shares held by current members of the Management Board, and changes in such holdings during 2014:
|Year of grant||Outstanding January 1, 2014||Granted in 2014||Exercised in 2014||Outstanding December 31, 2014||Exercise price||End date|
|C.D. del Prado 1||2007||23,168||–||–||23,168||€ 16.51||May 23, 2015|
|C.D. del Prado 1||2008||147,416||–||–||147,416||€ 10.78||Mar 1, 2016|
|C.D. del Prado 2||2009||58,967||–||–||58,967||€ 12.79||Nov 30, 2017|
|C.D. del Prado 3||2011||88,450||–||–||88,450||€ 18.93||Dec 31, 2018|
|C.D. del Prado 3||2012||70,760||–||–||70,760||€ 22.93||Dec 31, 2019|
|C.D. del Prado 3||2013||75,000||–||–||75,000||€ 23.73||Dec 31, 2020|
|P.A.M. van Bommel 2||2010||29,483||–||–||29,483||€ 13.80||July 1, 2017|
|P.A.M. van Bommel 3||2011||62,504||–||–||62,504||€ 18.93||Dec 31, 2018|
|P.A.M. van Bommel 3||2012||47,173||–||–||47,173||€ 22.93||Dec 31, 2019|
|P.A.M. van Bommel 3||2013||53,000||–||–||53,000||€ 23.73||Dec 31, 2020|
- The vesting of these options was conditional. A percentage, not exceeding 150%, of the options which have been granted conditionally will become unconditional after three years, based on the total return of the Company's shares for the three years after the options are granted compared to the average total return of the shares of a relevant number of companies which are similar to the Company during the same three-year period. The options are granted for a term of eight years.
- These options are granted for a term of eight years, and become exercisable after a three years vesting period.
- These options are granted for a term of seven years and become exercisable after a three years vesting period.
The fair value per option of options granted to current members of the Management Board was €10.22 in 2013.
In 2013, no options to purchase ASM International NV common shares were exercised and as no new shares were issued for the exercise of these options.
The following table sets forth as to all current and former members of the Supervisory Board of the Company information concerning all remuneration (base compensation, no bonuses or pensions were paid) from the Company (including its subsidiaries) for services in all capacities:
|Year ended December 31,|
|M.C.J. van Pernis||51||53|
|G.J. Kramer 1||25||–|
- 1) For the period January 1 through May 16, 2013
The remuneration of members of the Supervisory Board has been determined by the General Meeting of Shareholders.
No stock options or performance shares have been granted to members of the Supervisory Board.