|
|
Remuneration
|
Remuneration of active and retired members of the Executive Board
Amounts in EUR thousands
|
Short Term Periodic payments
|
|
Pension premiums
|
Total
|
|
Performance related
|
|
Salary
|
Other 3
|
Cash 4
|
Shares 5
|
|
2007
|
|
|
|
|
|
|
|
Donald J. Shepard
|
731 1
|
1,545
|
4,292
|
252
|
256
|
7,076
|
|
Joseph B.M. Streppel
|
721 2
|
14
|
542
|
194
|
184
|
1,655
|
|
Alexander R. Wynaendts
|
676 2
|
14
|
717
|
137
|
172
|
1,716
|
|
TOTAL
|
2,128
|
1,573
|
5,551
|
583
|
612
|
10,447
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
|
|
|
|
|
Donald J. Shepard
|
796 1
|
1,219
|
4,059
|
|
277
|
6,351
|
|
Joseph B.M. Streppel
|
679 2
|
16
|
475
|
|
220
|
1,390
|
|
Alexander R. Wynaendts
|
575 2
|
164
|
602
|
|
186
|
1,527
|
|
Johan G. van der Werf 6
|
575 2
|
13
|
697
|
|
186
|
1,471
|
|
Total
|
2,625
|
1,412
|
5,833
|
|
869
|
10,739
|
|
|
|
|
|
|
|
|
|
2005
|
|
|
|
|
|
|
|
Donald J. Shepard
|
803 1
|
223
|
2,998
|
|
270
|
4,294
|
|
Joseph B.M. Streppel
|
679 2
|
14
|
469
|
|
217
|
1,379
|
|
Alexander R. Wynaendts
|
575 2
|
180
|
568
|
|
183
|
1,506
|
|
Johan G. van der Werf 6
|
575 2
|
11
|
552
|
|
184
|
1,322
|
|
Total
|
2,632
|
428
|
4,587
|
|
854
|
8,501
|
- Mr. Shepard earns a salary of USD 1 million.
- Includes base salary, the customary employee profit sharing bonus, as well as a tax deferred employee savings scheme.
- Other periodic payments are additional remuneration elements, including social security contributions borne by the Group. For Mr. Shepard, the Group has also borne expenses and non-monetary benefits which are provided in his employment agreement with AEGON. These benefits include compensation to the extent that the total actual annual taxation on his total income exceeds the taxation if he were only subject to U.S. taxes, personal life insurance and tax planning. The 2007 and 2006 amounts are affected by the expiration of a tax ruling as a result of which employer and employee pension contributions are no longer tax deferred in the Netherlands. For Mr. Wynaendts, the amount also includes compensation for relocation and cost of living related to his temporary secondment to AEGON USA in 2005 and 2006.
- In accordance with the provisions of the Short-Term Incentive (STI) Plan for the years 2004, 2005 and 2006, it was established that the value of new business of the Group and of the relevant country units for those years was positive. Accordingly, operating earnings were calculated and established per area of responsibility. After adoption of the 2004, 2005 and 2006 annual accounts by the shareholders, the disclosed STI cash bonuses for the years 2004, 2005 and 2006 were paid in 2005, 2006 and 2007 respectively. In addition to the STI plan, Mr. Shepard is entitled to a short-term incentive bonus equal to 0.1% of the net income of AEGON N.V. according to the adopted accounts. The amount included in the table for 2007 is based on net income over 2006 as reported in the 2006 IFRS financial statements. The amount included in the table for 2006 is based on net income over 2005 as reported in the 2005 IFRS financial statements. The amount included in the table for 2005 is based on net income as reported in our 2004 financial statements which were prepared in accordance with Dutch accounting principles.
- In accordance with the elections made by the Executive Board members under the terms of the 2003 STI plan, the Executive Board received bonus shares in April 2007. The number of bonus shares varied from 0 to 100% of the number of shares paid in 2003, calculated through performance based matching, on the basis of earnings per share growth over inflation over the years 2004, 2005 and 2006. The number of shares for each member was: Mr. Shepard 16,143; Mr. Streppel 12,409; and Mr. Wynaendts 8,771. These have been converted using the share price of EUR 15.61 at April 25, 2007.
- Mr. Van der Werf resigned from AEGONs Executive Board at January 1, 2007 after being appointed to the Groups Management Board. Effective January 21, 2008, Mr. Van der Werf has stepped down as Chief Executive Officer of AEGON The Netherlands.
|
|
2007 variable compensation
Amounts in EUR
|
STI amount 2007
(due in 2008) 1
|
LTI amount 2007
(due in 2008) 1
|
|
Executive Board member
|
|
|
|
Donald J. Shepard
|
609,516
|
730,834
|
|
Joseph B.M. Streppel
|
237,500
|
237,500
|
|
Alexander R. Wynaendts
|
301,000
|
270,000
|
- Variable compensation for the 2007 financial year will be paid after adoption of the Groups financial statements on April 24, 2008. The STI will be paid in cash. The LTI will be paid in the form of conditionally granted AEGON shares.
|
The two tables below show the number of shares and options conditionally granted based on LTI plans that existed prior to 2007.
|
Total overview of conditionally granted shares
|
|
|
Grant date
|
Number of shares per January 1, 2007
|
Number of shares granted in 2007
|
Number of shares vested in 2007
|
Number of shares expired/ forfeited in 2007
|
Number of shares per December 31, 2007
|
Reference period
|
|
Donald J. Shepard
|
23-Apr-04
|
35,767
|
|
|
35,767
|
|
2004 2006
|
|
|
22-Apr-05
|
38,542
|
|
|
|
38,542 1
|
2005 2007
|
|
|
26-Apr-06
|
26,213
|
|
|
|
26,213
|
2006 2008
|
|
Joseph B.M. Streppel
|
23-Apr-04
|
16,661
|
|
|
16,661
|
|
2004 2006
|
|
|
22-Apr-05
|
20,169
|
|
|
|
20,169 1
|
2005 2007
|
|
|
26-Apr-06
|
13,909
|
|
|
|
13,909
|
2006 2008
|
|
Alexander R. Wynaendts
|
23-Apr-04
|
14,106
|
|
|
14,106
|
|
2004 2006
|
|
|
22-Apr-05
|
17,066
|
|
|
|
17,066 1
|
2005 2007
|
|
|
26-Apr-06
|
11,769
|
|
|
|
11,769
|
2006 2008
|
|
Johan G. van der Werf
|
23-Apr-04
|
14,106
|
|
|
14,106
|
|
2004 2006
|
|
|
22-Apr-05
|
17,066
|
|
|
|
17,066 1
|
2005 2007
|
|
|
26-Apr-06
|
11,769
|
|
|
|
11,769
|
2006 2008
|
- These shares will vest in 2008 at 100%.
|
|
Total overview of conditionally granted options
|
|
|
Grant date
|
Number of options per January 1, 2007
|
Number of options granted in 2007
|
Number of options vested in 2007
|
Number of options expired / forfeited in 2007
|
Number of options per December 31, 2007
|
Number of exercisable options
|
Exercise price
|
Reference period
|
|
Donald J. Shepard
|
23-Apr-04
|
71,534
|
|
|
71,534
|
|
|
11.74
|
2004 2006
|
|
|
22-Apr-05
|
77,084
|
|
|
|
77,084 1
|
|
9.91
|
2005 2007
|
|
|
26-Apr-06
|
150,989
|
|
|
|
150,989
|
|
14.55
|
2006 2008
|
|
Joseph B.M. Streppel
|
23-Apr-04
|
33,322
|
|
|
33,322
|
|
|
11.74
|
2004 2006
|
|
22-Apr-05
|
40,338
|
|
|
|
40,338 1
|
|
9.91
|
2005 2007
|
|
26-Apr-06
|
80,115
|
|
|
|
80,115
|
|
14.55
|
2006 2008
|
|
Alexander R. Wynaendts
|
23-Apr-04
|
28,212
|
|
|
28,212
|
|
|
11.74
|
2004 2006
|
|
22-Apr-05
|
34,132
|
|
|
|
34,132 1
|
|
9.91
|
2005 2007
|
|
26-Apr-06
|
67,789
|
|
|
|
67,789
|
|
14.55
|
2006 2008
|
|
Johan G. van der Werf
|
23-Apr-04
|
28,212
|
|
|
28,212
|
|
|
11.74
|
2004 2006
|
|
22-Apr-05
|
34,132
|
|
|
|
34,132 1
|
|
9.91
|
2005 2007
|
|
26-Apr-06
|
67,789
|
|
|
|
67,789
|
|
14.55
|
2006 2008
|
- These options will vest in 2008 at 100%.
|
The numbers of shares and options conditionally granted were based on the closing price on the day of the grant. This was also the exercise price of the options. The fair value information on the conditionally granted shares and options will be provided in the year when these vest.
|
Share appreciation rights and interests in AEGON N.V. held by active members of the Executive Board
|
|
|
|
Grant date
|
Number of rights per January 1, 2007
|
Number of rights granted in 2007
|
Number of rights exercised in 2007
|
Number of rights expired/ forfeited in 2007
|
Number of rights per December 31, 2007
|
Number of exercisable rights
|
Exercise
price
EUR
|
Shares held in AEGON at December 31, 2007
|
|
Donald J. Shepard
|
10-Mar-02
|
50,000
|
|
|
|
50,000
|
50,000
|
26.70
|
|
|
|
16-Mar-04
|
50,000
|
|
|
|
50,000
|
50,000
|
10.56
|
346,323
|
|
Joseph B.M. Streppel
|
10-Mar-02
|
50,000
|
|
|
|
50,000
|
50,000
|
26.70
|
|
|
16-Mar-04
|
50,000
|
|
|
|
50,000
|
50,000
|
10.56
|
26,004
|
|
Alexander R. Wynaendts
|
10-Mar-02
|
40,000 1
|
|
|
|
40,000 1
|
40,000
|
26.70
|
|
|
10-Mar-03
|
50,000 1
|
|
|
|
50,000 1
|
50,000
|
6.30
|
|
|
16-Mar-04
|
50,000
|
|
|
|
50,000
|
50,000
|
10.56
|
18,317
|
- The share appreciation rights were granted before becoming a member of the Executive Board.
|
The above rights have been granted under the LTI plan in force until December 31, 2003. Details of the exercise period are provided in note 37. For each of the members of the Executive Board, the shares held in AEGON as shown in the above table do not exceed 1% of total outstanding share capital at the balance sheet date. At the balance sheet date, the following members of the Executive Board had loans with AEGON or any AEGON related company: Mr. Streppel had a 5% mortgage loan of EUR 608,934; and Mr. Wynaendts had two mortgage loans totaling EUR 635,292, with interest rates of 4.1% and 4.4% respectively. In accordance with the terms of the contracts, no principal repayments were received on the loans in 2007. The terms of the board members loans have not been amended in 2007, with the exception of the interest rates for Mr. Wynaendts.
Severance payment arrangements
Termination of the employment contracts requires a three months notice period for the current members of the Executive Board. In the event of contract termination by AEGON, the company must adhere to a notice period of six months and, unless terminated for urgent cause, the member of the Executive Board would be entitled to a severance arrangement.
Under his Employment Agreement, Mr. Shepard shall be entitled to a specified amount of severance upon termination of his employment for reasons specified in the Employment Agreement. Under his Employment Agreement, Mr. Shepard shall be entitled to severance in the amount of three years base salary and the aggregate short-term incentive compensation he received during the three years prior to the termination in the event that Mr. Shepards employment is terminated (a) by AEGON other than for urgent cause, death, disability, voluntary resignation or retirement, (b) by AEGON in connection with a merger, take-over or fundamental changes of policy and related organizational amendments, or (c) by Mr. Shepard in the event that his responsibilities or position are diminished by such circumstances. Any such severance payments received by Mr. Shepard shall be taken into account in determining the amounts payable to him under his AEGON USA Supplemental Executive Retirement Plan (SERP). In addition, three additional years of service will be credited for the purpose of calculating his benefits under the SERP.
Mr. Streppel would be entitled to compensation according to the Zwartkruis formula, which means that the severance payment would be calculated on the basis of and depending on age, years of service, functional level and the probability of finding an equivalent position. Mr. Wynaendts would be entitled to three years fixed salary, only in the case of termination in connection with a merger or take-over.
|
Remuneration of active and retired members of the Supervisory Board
in EUR
|
2007
|
2006
|
2005
|
|
Dudley G. Eustace
|
84,500
|
79,000
|
82,565
|
|
O. John Olcay
|
66,250
|
65,000
|
66,250
|
|
Irving W. Bailey, II
|
68,750
|
56,669
|
48,750
|
|
Antony Burgmans (as of April 25, 2007)
|
39,718
|
|
|
|
René Dahan
|
64,500
|
59,500
|
59,500
|
|
Shemaya Levy (as of April 21, 2005)
|
59,000
|
65,000
|
46,808
|
|
Karla M.H. Peijs (as of April 25, 2007)
|
30,718
|
|
|
|
Toni Rembe
|
57,000
|
60,000
|
60,000
|
|
Willem F.C. Stevens
|
71,750
|
73,000
|
74,750
|
|
Kornelis J. Storm
|
47,500
|
46,250
|
47,500
|
|
Leo M. van Wijk
|
48,750
|
47,500
|
48,750
|
|
Total for active members
|
638,436
|
551,919
|
534,873
|
|
|
|
|
|
|
Peter R. Voser (up to April 25, 2006)
|
|
15,138
|
54,000
|
|
Clifford Sobel (from April 25, 2006 up to July 17, 2006)
|
|
9,231
|
|
|
Morris Tabaksblat (up to April 21, 2005)
|
|
|
22,769
|
|
Total
|
638,436
|
576,288
|
611,642
|
Starting January 1, 2005, a three-components structure has been introduced for the remuneration of the Supervisory Board: (1) a base fee (for membership of the Supervisory Board); (2) an additional fee for membership of a Committee; and (3) an attendance fee for face-to-face Committee meetings.
Members of the Supervisory Board do not have any share options or share appreciation rights in AEGON N.V. at December 31, 2007.
|
Common shares held by Supervisory Board members
Shares held in AEGON at December 31
|
2007
|
2006
|
2005
|
|
Irving W. Bailey, II
|
29,759
|
29,759
|
29,759
|
|
René Dahan
|
25,000
|
25,000
|
25,000
|
|
Karla M.H. Peijs (as of April 25, 2007)
|
900
|
|
|
|
Toni Rembe
|
6,658
|
6,658
|
6,658
|
| Kornelis J. Storm
|
276,479
|
276,479
|
276,479
|
|
Total
|
338,796
|
337,896
|
337,896
|
|