Airbus - 2022 Universal Registration Document
4. Corporate Governance / 4.2 Interests of Directors and Principal Executive Officers
Performance Conditions of LTIP 2019: The performance conditions for LTIP 2019 were determined as follows: if the Company reports a positive cumulative EBIT, a minimum portion of 50% of the Performance Units / Shares vest. If the Company reports a negative cumulative EBIT resulting from exceptional circumstances, the Board of Directors can decide at its sole discretion to vest a maximum portion of 50% of the Performance Units / Shares. 50% to 150% of the allocation would be granted depending on the compounded achievement of the two following performance criteria: – 75% of average EPS (“ Ave EPS ”): determined on a linear basis depending on three-year Ave EPS for the 2020, 2021 and 2022 fiscal years, with the three-year Ave EPS target for an allocation of 100% equal to €7.72; and – 25% of cumulative FCF (“ Cum FCF ”): determined on a linear basis depending on three-year Cum FCF for the 2020, 2021 and 2022 fiscal years, with the three-year Cum FCF target for an allocation of 100% equal to €13,150 million. Review of Achievement of Performance Conditions: In February 2023, the Board of Directors noted the achievement of the performance conditions of the 2019 plan, i.e. for the 2020, 2021 and 2022 fiscal years. The three-year average EPS was €3.10 and the three-year Cum FCF was €4,320 million. The cumulative EBIT for the 3-year period is positive, leading, according to the policy, to the vesting of 50% of Performance Shares and Units. The positive performances of 2021 and 2022 exercises did not mitigate the 2020 exercise strongly impacted by the sanitary crisis leading to no vesting above 50%. For reasons of confidentiality, the precise targets set for the average EPS and cumulative Free Cash Flow, even though they have been properly established and validated in a suitable manner, cannot be publicly disclosed as these objectives are considered as competitive sensitive information. Nonetheless, in the spirit of providing the highest level of transparency to our shareholders and to adhere to best practices, retrospective information demonstrating the stringency of the targets set by the Board of Directors is provided for the previous LTIP, as follows:
04
Compounded performance achievement in percentage
For comparison, average EPS for the last 3 reported years at the date of grant
Target for a 100% allocation Achieved
Performance achievement in percentage
Resulting vesting in number
Date of grants
Number of units
KPI
Ave EPS
€ 6.00
€ 1.83
50%
2017
8,808
50% 4,404
€ 2.28 (1)
Cum FCF
€ 9,339m € 4,331m
50% 50%
€ 6.73
€ 2.27
Ave EPS
2018
8,416
50% 4,208
€ 2.81 (2)
€ 13,000m € 3,230m
50%
Cum FCF
Ave EPS
€ 7.72
€ 3.10
50%
2019
11,060
50% 5,530
€ 2.98 (3)
Cum FCF
€ 13,150m € 4,320m
50%
(1) Average EPS of 2016, 2015 and 2014. (2) Average EPS of 2017, 2016 and 2015. (3) Average EPS of 2018, 2017 and 2016.
Based on the above, the ratio between the fixed part of the remuneration of the CEO in 2022 (Base Salary, annual contribution to the Company’s defined contribution pension plan and benefits) and the variable part of the remuneration (Variable Remuneration related to 2022 paid-out in 2023 and LTIP vesting in 2022) is 48% / 52% ( versus 49% / 51% in 2021). e) Share Ownership The CEO owned 26,599 Airbus SE shares on 31 December 2022. The CEO has reached the target of 200% of the Base Salary in 2022 thanks to a personal investment plan in Airbus SE shares. Please refer to the AFM website www.afm.nl for any further information related to the transactions of the CEO. f) Employee Share Ownership Plan (ESOP) In March 2022, the Company offered all eligible employees the opportunity to subscribe to a share matching plan, through which the Company matches a certain number of directly acquired shares with a grant of matching shares. This ratio varies
depending on the number of shares acquired at fair market value by the employees, with a maximum discount of 50%. The total offering was up to 2.2 million shares of Airbus SE, open to all qualifying employees. Information about the plan can be found on the Company’s website. Under the umbrella of the ESOP 2022, a dedicated UK tax advantageous Share Incentive Plan (“ SIP ”) was also deployed in March 2022. Although the CEO was eligible for the plan, he did not participate in the ESOP 2021 plan leaving more shares for employees in order to favour the development of employee shareholding. g) Benefits Costs of benefits provided through applicable mandatory collective and social security plans are accounted for among social charges (please refer to Note 34 to the IFRS Consolidated Financial Statements for further details). The monetary value of other benefits provided to the CEO in 2022 amounts to €32,734 (vs € 32,479 in 2021).
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Airbus / Universal Registration Document 2022
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