Airbus - 2022 Universal Registration Document
4. Corporate Governance / 4.2 Interests of Directors and Principal Executive Officers
l) Development of the compensation The table below provides an overview of the development of the direct cash compensation paid to the CEO during a financial year composed by the Base Salary plus the VR (as defined below) and of the Employee Compensation (as defined below).
Financial year
2022
2021
2020
2019
2018
I. CEO’s direct cash compensation Annual Base Salary (in € thousand)
1,485 2,241 3,726 +35%
1,350 1,404 2,754
1,350 1,553 2,903
1,392(1)
1,500 2,168 3,668 +7.5%
VR (in € thousand) (2)
2,318
Total
3,710 +1.1%
Annual Variation
-5.1% -21.8%
II. Long Term Incentive Plan (in € thousand) (3)
1,485
1,350
1,350
1,350
-
III. Company Performance EBIT Adjusted (in € million)
5,627
4,865
1,706 -75%
6,946 +19% 3,509 +21%
5,834 +37%
Annual Variation
+16% +185%
FCF before M&A and customer financing (in € million)
4,680 +33%
3,515
(6,935) -298%
2,912
04
Annual variation
n.a
-1%
IV. Employee Compensation (in € thousand) (4)
79.1
71.6
72.0
75.1
73.6
Annual Variation
+10.5%
-0.6%
-4.1% +2.0% +3.6%
(1) Base salary 2019 relates to the former CEO up to 10 April 2019 and to the current CEO from 10 April 2019. (2) VR paid during the financial year at stake in relation to the previous financial year. In 2020, the VR paid is related to the former CEO from 1 January 2019 up to 10 April 2019 (based on target) and to the current CEO from 10 April 2019 up to the end of the year 2019. As a reminder, the current CEO decided in 2020 to donate the equivalent to his VR related to 2019 to non-governmental organisations and humanitarian organisations. (3) Face value of LTIP granted in the financial year. No LTIP was granted in 2018 to the former CEO due to his future departure. (4) Average compensation of full-time equivalent permanent employees from France, Germany, the UK and Spain for the Company, excluding subsidiaries, composed by gross sum of the Base Salary, annual bonus, profit and success sharing, overtime, premium for work conditions and other premiums. For the 2021 financial year, the amount presented has been adjusted based on final figures. For the 2022 financial year, the amount presented is still an estimate and will be adjusted next year.
The 2022 CEO’s direct cash compensation is roughly the same as in 2019, before the COVID-19 crisis. The annual variation (+35%) of the CEO’s direct cash compensation between 2022 and 2021 is mainly due to the increase in the collective component of the Annual Variable Remuneration (VR): the collective component related to the VR paid-out in 2021 to the CEO was impacted by the COVID-19 crisis, while it was not the case for the payment in 2022 related to the 2021 performance which was very strong due to quicker than expected post COVID-19 recovery.
The annual variation of the Employee compensation between 2022 and 2021 is mainly due to two factors: – the success sharing paid in 2022 was much higher than the one paid in 2021 due to the COVID-19 impact, – in 2022, an exceptional premium of €1,500 or £ 1,500 has been paid following a decision from the CEO and the Executive Committee in order to support our employees facing the high inflation environment.
4.2.1.4 Implementation of the Remuneration Policy in 2022: Non-Executive Directors This section describes how the Remuneration Policy was implemented in 2022 in respect of the Non-Executive Directors. In line with the Remuneration Policy, the implementation thereof with regard to the Non-Executive Directors aims at ensuring fair compensation and protecting the independence of the Board’s Members. Their remuneration should be commensurate to the time spent and the responsibilities of their role on the Board of Directors. The CEO is the only Member of the Board of Directors who is not entitled to any Board or Committee fee. a) Board fees: – fixed fee for membership of the Board of Directors (EUR/year): – Chair of the Board: 210,000, – Member of the Board: 80,000; – attendance fees (EUR / Board meeting): – Chair: 15,000, – Member: 10,000. Attendance fees shall decrease by 50% in case of an attendance by phone or a Board meeting held by phone.
b)Committee fees: – fixed fee for membership of a Committee (EUR/year): – Chair: 30,000, – Member of a Committee: 20,000; –attendance fee for membership of a Committee applicable to chair and members (EUR / additional meeting above four meetings per Committee per year, whether these meetings were held physically or by phone):
In 2022, Non-Executive Members of the Board of Directors were entitled to the fees described below. These fees were based on the review of the Board remuneration undertaken in 2018 with the support of an independent consultant to align the Board remuneration with market practice, incentivise attendance and recognise the strategic role played by the Board of Directors in the Company’s developments.
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Airbus / Universal Registration Document 2022
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