Note 24. Board remuneration
The remuneration of members of the Management Board has been determined by the Supervisory Board.
During 2015, 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 2015 amounts to €3,619 (2014: €3,800).
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||Bonuses||Pensions||Share based payment expenses 1||Fringe benefits||Total|
|C.D. del Prado|
|P.A.M. van Bommel|
- 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. For the year 2015 the Management Board exceeded the company financial targets and met the non-financial targets.
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 three 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 2016.
As of 2015, the members of the Management Board no longer participate in the industry wide pension fund. They are offered participation of a defined contribution plan for their salary up to €100,000. For their salary above €100,000, the members of the Management Board are compensated with an amount equal to the employer pension contribution. The members of the Management Board have the option to participate in a net pension plan offered by the company or to have the compensation paid out in cash.
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 2015:
|Year of grant||Outstanding January 1, 2015||Granted in 2015||Exercised in 2015 4||Outstanding December 31, 2015||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|
|C.D. del Prado 3||2015||–||28,050||–||28,050||€ 44.24||Apr 24, 2022|
|P.A.M. van Bommel 3||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|
|P.A.M. van Bommel 3||2015||–||14,609||–||14,609||€ 44.24||Apr 24, 2022|
- The vesting of these options was conditional. A percentage, not exceeding 150%, of the options which have been granted conditionally became 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.
- Options are granted for a term of eight years, and become exercisable after a three year vesting period.
- Options are granted for a term of seven years and become exercisable after a three year vesting period.
- Options were exercised on May 22, 2015 at a share price of €43.83.
The fair value per option of options granted to current members of the Management Board was €17.33 in 2015.
In 2015, 23,168 options to purchase ASM International NV common shares were exercised and 23,168 treasury shares were sold for the exercise of these options.
Outstanding performance shares
The following table shows the outstanding performance shares granted to members of the Management Board in 2015 and held by members of the Management Board per December 31, 2015:
|Grant date||Status||Number of shares at grant date||Fair value at grant date||Vesting date|
|C.D. del Prado||April 24, 2015||Conditional||8,544||€43.21||April 24, 2018|
|P.A.M. van Bommel||April 24, 2015||Conditional||4,450||€43.21||April 24, 2018|
The shares will become unconditional after three years depending on the achievement of predetermined targets. The financial targets to be achieved are measured over a three year performance period and relate to a sales growth compared to market and an average EBIT percentage performance measure. The Management Board members will hold the unconditional shares for at least an additional two years, however they are allowed to sell a part of the unconditional shares after three years for tax purposes.
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||53||53|
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.