ING Direct 2011 Annual Report Download - page 85

1 Who we are 2 Report of the Executive Board 3 Corporate governance 4 Consolidated annual accounts 5 Parent company annual accounts 6 Other information 7 Additional information
Long-term incentives awarded in previous years
The long-term incentive plan (LTIP) at ING in place until 2010
includes both stock options and performance shares.
The ING stock options have a total term of ten years and
a vesting period of three years after which they can be
exercised for the remaining seven years.
Information on the options outstanding and the movements during the financial year of options held by the members of the
ExecutiveBoard as at 31 December 2011 (1)
number of options
Outstanding as
at31 December
2010 Granted in2011
Exercised
in2011
Waived
orexpired
in2011 (2)
Outstanding as
at 31 December
2011
Exercise price
ineuros Vesting date Expiry date
Jan Hommen 0 0 0 0
Patrick Flynn 0 0 0 0
Koos Timmermans (3) 13,674 0 0 0 13,674 22.57 11 Mar 2005 11 Mar 2012
7,814 0 0 0 7,814 14.37 15 Mar 2007 15 Mar 2014
11,46 0 0 0 0 11,460 17.8 8 30 Mar 2008 30 Mar 2015
8,504 0 0 0 8,504 25.16 23 Mar 2009 23 Mar 2016
46,157 0 0 0 46,157 24.72 22 Mar 2010 22 Mar 2017
56,405 0 0 0 56,405 19.53 15 May 2011 15 May 2018
20,675 0 0 0 20,675 14.36 17 Sept 2011 17 Sept 2018
(1) The number of options and the strike prices of these options reflect the number and strike prices adjusted for the effects of the rights issue of December 2009.
(2) Waived at vesting date or expired at expiry date.
(3) Koos Timmermans stepped down from the Executive Board as per 1 October 2011. The table above shows all options outstanding as at 31December 2011.
Performance shares were conditionally granted. The number of ING
depositary receipts that would ultimately be granted at the end of
athree-year performance period depended on ING’s Total
Shareholder Return (TSR) performance over three years (return in
the form of capital gains and reinvested dividends that shareholders
received in that period) relative to the TSR performance of a
predefined peer group.
ING’s TSR ranking within this group of companies determines the
final number of performance shares that vest at the end of the
three-year performance period. The performance shares granted
in2008 had a three-year performance period of 2008-2010 and
vested in 2011. The actual results of 57% are based upon ING’s TSR
ranking of 14th within the designated peer group. The results were
determined by an independent third party. ING’s external auditor
has reviewed the calculations performed.
For Koos Timmermans, a number of 10,411 performance shares
vested in 2011 (57% of the 18,266 shares awarded). The value at
vesting amounted to EUR 79,139. The number of performance shares
reflects the number adjusted for the effects of the rights issue of
December 2009.
Patrick Flynn received a conditional grant of restricted stock in 2009
to a maximum of 130,230 shares. The cumulative value of the
conditional share award is capped at EUR 1.3 million. The first vesting
in the amount of 39,069 shares occurred at the 2010 AGM. The value
at vesting amounted to EUR 288,329. A second vesting of 39,069
shares occurred at the 2011 AGM, the value at vesting amounted to
EUR 347,323, and the remaining 52,092 shares will vest at the 2012
AGM, subject to satisfactory performance and the aforementioned
cumulative value cap of EUR 1.3 million. The number of shares
reflects the number adjusted for the effects of the rights issue
ofDecember 2009.
The Executive Board members are not allowed to sell depositary
receipts obtained within a period of five years from the grant date.
They are only allowed to sell part of their depositary receipts at the
date of vesting to pay tax over the vested performance-share award.
Depositary receipts obtained from exercised stock options may only
be sold within a period of five years from the grant date of the
options to pay tax over the exercised award.
83ING Group Annual Report 2011
Remuneration report continued