TomTom 2015 Annual Report Download - page 65

SUPERVISORY BOARD
TOMTOM / ANNUAL REPORT AND ACCOUNTS 2015 / 64
the company’s strategy focus on growth. These KPIs are an
important measure of the success of the execution of the
company’s strategy and, as such, the remuneration is directly
linked to performance and the company’s strategy.
Applying the pre-determined performance criteria to the 2015
results of the company, the Supervisory Board has awarded an
overall pay-out ratio of 31% of the 'on-target' bonus percentage
under the short-term incentive scheme, reflective of
achievement on the revenue KPI and underachievement on the
EBIT KPI. Marina Wyatt is not eligible for a bonus pay-out under
this scheme.
The Supervisory Board is of the opinion that the continuous
challenging economic environment and competitive market
warranted strong financial control and that therefore the strictly
financial nature of the KPIs set for 2015 was appropriate.
3. Long-term incentive
The long-term incentive component is laid down in the TomTom
Management Board Stock Option Plan. The Management Board
Stock Option Plan is aimed at attracting and retaining key talent
in order to ensure the company's continued high performance. It
therefore aligns the company's long-term incentives with
common practices within international companies operating in
the technology sector.
With regard to the Management Board Stock Option Plan, all
options shall be granted conditional to continued employment
of the Management Board members only. The vesting of the
options is not subject to the achievement of pre-determined
performance criteria. The options will vest three years after the
grant date.
The Supervisory Board confirmed that the unconditional option
plan, where value only materialises upon the successful
execution of the company's long-term strategy by the
Management Board, reflects the company’s vision and the
corresponding strategy considerations for 2015 to 2017 with a
strong focus on top-line growth.
The annual stock option grants are set as a percentage of the fixed
salary of the Management Board members. The level for the CEO
was set to a grant value equivalent to 100% of the fixed salary
(resulting in 210,000 stock options), and for the other two
members of the Management Board to a grant value equivalent
to 60% of the fixed salary (resulting in 115.000 stock option for
Marina Wyatt and 110,000 stock options for Alain De Taeye). All
115,000 options granted to Marina Wyatt in 2015 lapsed on 1
August 2015, including all remaining 315,000 (unvested) options
granted under respective 2013 and 2014 plans. The newly
appointed CFO Taco Titulaer will only be eligible to the
Management Board Stock Option Plan applicable as of 2016.
4. Benefits
Members of the Management Board are eligible for and can opt
to participate in the company's pension plans or receive a
contribution to their respective private pension plan. According
to the Remuneration Policy, the contribution to be paid by the
company on behalf of a member of the Management Board is
based on a percentage of the gross annual base salary and is
capped at 20% of the gross annual base salary.
Harold Goddijn has opted to waive his rights to take part in the
company's pension plan or to receive a pension allowance; as a
result he does not receive any contribution from the company.
The contributions to the respective private pension plan of
Marina Wyatt and Alain De Taeye are capped at 20% of the
individual gross annual base salary.
The 2015 company’s pension plan is based on a defined benefit
part (up to €40,000) and a defined contribution part (for
€40,000 - €100,000). As of 1 January 2015, the pensionable salary
in the Netherlands has been capped at €100,000.
Under the 2015 company pension plan, Taco Titulaer pays a
pension premium contribution of approximately 6.6% out of his
pensionable-bearing salary. The company’s total pension
contribution includes the company’s contribution to the
company’s pension plan and a gross allowance that can be spent
on private pension savings, and is capped at 20% of the CFO’s
gross annual base salary in accordance with the Remuneration
Policy.
In addition to the above-mentioned remuneration components,
the Management Board members are entitled to remuneration
for items such as medical insurance, death and disability
insurance and car allowances. They also benefit from directors'
and officers' liability insurance coverage. These benefits are in
line with market practice. The company does not provide loans to
members of the Management Board.
OUTLOOK 2016
The Supervisory Board does not intend to change the
Remuneration Policy in the foreseeable future.
The base salary for the CEO remains under median market level.
However, it was decided not to bring the CEO’s base salary closer
to the median in 2016. The base salaries of the other two
members of the Management Board are in line with the median
market level. Neither of the salaries of the members of the
Management Board need adjustment for 2016.
For the short-term incentive scheme for 2016 the Supervisory
Board feels it is appropriate to apply KPIs and weighting that
measures the company’s strategy. Given the continued focus on