This remuneration report is based on the remuneration policy of ASM International N.V. (ASMI), dated May 21, 2014. The remuneration policy was adopted by the 2014 Annual General Meeting of Shareholders.
The remuneration policy was reviewed by the Supervisory Board in 2014 and is applicable to members of the Management Board of ASMI. An analysis of different scenarios was included in this review.
The objective of the remuneration policy is twofold:
The remuneration structure includes four components:
The remuneration peer group currently consists of the following companies:
The amounts paid as base salaries to the members of the Management Board in 2018 were as follows:
|C.D. del Prado||€668,725|
|P.A.M. van Bommel||€426,243|
Each year, a short-term incentive can be earned, based on the achievement of specific challenging targets. These targets are for 75% based on company financial targets, being sales, EBIT and free cash flow, and for 25% based on non-financial targets. These non-financial targets are derived from ASMI’s strategic and organizational priorities and include qualitative targets that are relevant to the responsibilities of the individual Management Board member.
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 2018 the Management Board partially met the financial targets and met the non-financial targets.
Based on the results in 2018, the following bonuses shall be paid:
|C.D. del Prado||€510,681|
|P.A.M. van Bommel||€257,450|
The long-term incentive scheme for the members of the Management Board, which was approved in the 2014 Annual General Meeting of Shareholders, consists of stock options and performance shares.
The long-term incentive scheme has the following main features:
The mix between stock options and performance shares will be determined annually by the Supervisory Board, taking into account the objectives of the remuneration policy.
The Supervisory Board decided to grant the following value to:
C.D. del Prado:
P.A.M. van Bommel:
The grant date is April 25, 2019.
In 2018, the three year performance period of the performance shares granted to the members of the Management Board in April 2016 has been completed.
Based on the achievement of the performance criteria, the realization percentage is 64.3% This leads to the following vesting of the performance shares awarded.
|Performance Shares awarded April 22, 2016 1||Performance Shares vested April 22, 2019|
|C.D. del Prado||12,056||7,752|
|P.A.M. van Bommel||6,078||3,908|
The pension contributions paid in 2018 were as follows:
|C.D. del Prado||€119,450|
|P.A.M. van Bommel||€88,848|
As of 2015, the members of the Management Board no longer participate in the industry wide pension fund. They are offered participation in a defined contribution plan for their salary up to € 105,075 (2018). For their salary above €105,075, 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.
The pension contributions vary from 7.2% to 28.4% of the pensionable salary depending on age. The members of the Management Board contribute 4.6% of the pensionable salary and ASMI pays the remaining part.
There are no arrangements regarding early retirement.
A number of other arrangements are offered to members of the Management Board, such as expense and representation allowance, disability insurance, accident insurance and a company car.
ASMI’s policy does not allow personal loans to members of the Management Board.
All members of the Management Board have a written contract of employment with ASMI or one of its related subsidiaries. The members of the Management Board have been appointed to the Management Board for a four year period:
For future new appointments to the Management Board, the term of the appointment will also be set at four years.
As is mentioned in the employment agreements of the members of the Management Board, in case of termination of the employment on behalf of the company, the members of the Management Board are eligible for a severance payment of maximum one year base salary.
The ratio of the CEO remuneration and the average remuneration of all other employees (the pay ratio) is calculated by dividing the remuneration of the CEO by the average remuneration of all employees. The remuneration of the CEO is the total of base salary, bonus and share based payments, as published in Note 25 to the consolidated financial statements of this report. The average remuneration of all employees is calculated by dividing the total personnel costs (wage and salaries and share based payments) as published in Note 23 to the consolidated financial statements minus the remuneration of the Management Board, by the total number of employees.
The 2017 CEO pay ratio is 25.
The 2018 CEO pay ratio is 27.
The remuneration of the members of the Supervisory Board is not dependent on our financial results. No member of the Supervisory Board personally maintains a business relationship with ASMI other than as a member of the Supervisory Board. The Nomination, Selection and Remuneration Committee (NSR) is responsible for reviewing and, if appropriate, recommending changes to the remuneration of the Supervisory Board. Any recommended changes to the remuneration of the members of the Supervisory Board must be submitted to the Annual General Meeting of Shareholders (AGM) for approval.
The remuneration of the Supervisory Board was approved by the shareholders in the 2018 AGM. The Supervisory Board's annual remuneration has been fixed as follows:
|Year ended December 31,|
|(Amount in euros)||2018|
|Chairman of the Supervisory Board||70,000|
|Member of the Supervisory Board (other than the Chairman)||50,000|
|Chairman of the Audit Committee||10,000|
|Member of the Audit Committee (other than the Chairman)||7,500|
|Chairman of the Nomination, Selection and Remuneration Committee||8,500|
|Member of the Nomination, Selection and Remuneration Committee (other than the Chairman)||6,000|
Over the past 50 years we have grown to become a leading global supplier
of semiconductor wafer processing equipment. A company that develops
innovative process solutions for our customers, and manages itself in the best
interests of our investors, our employees, society, and other stakeholders.
Yet now is the time to enter a new era of innovation, to embark on the next
phase of growth. We understand that this requires commitment and strength
across many areas. From innovation in R&D, to advancing new technologies
and addressing new applications. From developing our people, to creating
even stronger relationships with key customers.
This is how we will take the next leap forward.
ROADMAP TO THE FUTURE
Our roadmap to the future will enable us to not only
achieve our next phase of growth, it will ensure we
can continue to help our customers achieve their
technology roadmaps for next-generation devices.
Our technology helps drive innovation, increasing the number of scientific breakthroughs, many of which are achieved from our advanced process equipment that deposits new materials with precision and productivity, positively benefiting society in sectors from healthcare and education, to transport and energy.
For semiconductor manufacturers, scaling chips
to smaller dimensions is an ongoing challenge.
Our innovations and equipment are vital in helping make many of these transitions happen.
Striving for efﬁciency ensures that our
customers get the products, services,
and results they expect. Intensifying
our focus on efﬁciency will make us a
stronger company, ready to take the
next leap forward.
We are a multinational company that
embraces diversity in every sense
of the word. With 29 different
nationalities working across the
company, we combine our talents
to drive innovation.
Achieving our ambitions takes intelligence, knowledge, skill,
determination, and dedication. And it is this combination of
qualities that we nurture in our people.
Our goal is to impact tomorrow’s generation
as positively as we’ve impacted today’s.
Making this happen takes the xtraordinary
talent of our people, who work together
to drive innovation and deliver excellence.
Collaboration is fundamental to our
continued success; from working
with our customers to optimize our
equipment and processes to enable
their technology roadmaps, to
creating partnerships on cutting-edge
research and development.
Operational excellence is one of the essential
pillars of our strategy, which enables us to provide
our customers with the high-quality, leading-edge
products and services they demand.
R&D is central to our development,
leading to new device architectures,
new materials, and new processes
that strengthen our competitive
positioning and enable our customers
to deliver the next-generation chips.
By extending our technological scope with a
more diverse product portfolio, we can help our
customers continue to advance their business
while growing our own in new market segments.
We create long-term value for our
stakeholders in a variety of ways.
From working with our customers
to develop innovative solutions, to
ensuring value creation growth
and positive investor returns.
We are committed to positively
contributing to society and
reducing our impact on the
environment. Only then can
we truly say we are helping
create more with less.
We believe sustainability takes many forms.
From developing sustainable technology
roadmaps for our customers, to creating
a sustainable living environment for all.
Safety is a front-line requirement,
which is why our ZERO HARM!
policy outlines our vision on product
safety, and our CR policy lays out
our commitment and expectations
towards health and safety.