ING Direct 2009 Annual Report Download - page 85

Compensation in cash of the individual members of the Executive Board (continued)
amounts in thousands of euros 2009 2008 2007
Michel Tilmant (6)
Base salary 789 1,353 1,289
Short-term performance related bonus 002,001
Total cash compensation 789 1,353 3,290
John Hele (3) (5) (7)
Base salary 169 603 412
Short-term performance related bonus 00621
Total cash compensation 169 603 1,033
Compensation in cash of former members of the Executive Board
who are not included in the above table amounted to nil in 2009
and 2008, and to EUR 729 thousand in 2007.
The following tables reflect the number of options (and adjusted
strike prices of these options) and the number of performance
shares, adjusted for the effects of the rights issue.
Long-term incentives of the individual members of the Executive Board (1, 2)
fair market value at grant in thousands of euros 2009 2008 2007
Jan Hommen (1) Long-term incentives are granted in the year following the
reporting year. The long-term incentive plan provides for a
combination of share options and provisional performance shares
based on a 50/50 split in value. The ratio of options to
performance shares varies each year as a result of the fair value
calculation and the 50/50 split in value. The fair value calculation
for the performance year 2009 resulted in a ratio of options to
performance shares of 2.55 :1 (2008: 2.36 : 1, 2007: 4.22 : 1).
(2) The number of options and performance shares awarded reflect
the adjustments for the effects of the rights issue of December
2009.
(3) The fair market value of a long-term incentive award reflects the
estimated fair market value of the long-term incentive award
based on a fair value calculation. The valuation is calculated on
the last trading day of the year for grants made to the Executive
Board members for performance over the specified year and is
not updated for current market values.
(4) Patrick Flynn received a ‘buyout’ for the loss of compensation
which he would have received at his previous employer had he
not resigned. This buyout consists of a conditional grant of
restricted stock to a maximum of 100,000 shares. A number of
30,000 shares will vest at the annual General Meeting in 2010,
another 30,000 shares will vest at the annual General Meeting in
2011 and the remaining 40,000 shares will vest at the annual
General Meeting in 2012, subject to satisfactory performance.
The cumulative value of the conditional share award is capped at
EUR 1.3 million. ING has amended the number of shares to
adjust for the effects of the rights offering, while maintaining the
cumulative value cap at EUR 1.3 million.
(5) Koos Timmermans and John Hele were appointed to the
Executive Board on 24 April 2007. The figures for these
members reflect compensation earned in their capacity as
Executive Board members.
(6) Tom McInerney is entitled to receive conditional shares on the
same grant date as the other long-term incentive awards. The
conditional shares will be 100% vested four years after the grant
date with the condition being an active employment contract.
The conditional shares are provided to align Tom McInerney’s
total remuneration with US market practice. Tom McInerney
will not receive his conditional share award for the 2009
performance year.
Number of options 0
Number of performance shares 0
Fair market value of long-term incentive (3) 0
Patrick Flynn(4)
Number of options 0
Number of performance shares 0
Fair market value of long-term incentive (3) 0
Koos Timmermans (5)
Number of options 0056,405
Number of performance shares 0013,367
Fair market value of long-term incentive (3) 00499
Eric Boyer de la Giroday
Number of options 00113,3 85
Number of performance shares 0026,869
Fair market value of long-term incentive (3) 001,003
Dick Harryvan
Number of options 0084,606
Number of performance shares 0020,050
Fair market value of long-term incentive (3) 00748
Eli Leenaars
Number of options 0084,606
Number of performance shares 0020,050
Fair market value of long-term incentive (3) 00748
Tom McInerney (6)
Number of options 00126,159
Number of performance shares 0029,897
Number of conditional shares 0070,730
Fair market value of long-term incentive (3) 002,571
Hans van der Noordaa
Number of options 0084,606
Number of performance shares 0020,050
Fair market value of long-term incentive (3) 00748
ING Group Annual Report 2009 83