Airbus // Universal Registration Document 2021
4. Corporate Governance / 4.2 Interests of Directors and Principal Executive Officers
Review of Achievement of Performance Conditions: On 16 February 2022, the Board of Directors noted the achievement of the performance conditions of the 2018 plan, i.e. for the 2019, 2020 and 2021 fiscal years. The three-year average EPS was €2.27 and the three-year Cum FCF was €3,230 million, after normalisation to align them with policies in force when setting the target (notably IFRS 15 and A220 impacts). 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 2019 and 2021 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:
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
4
Ave EPS
€4.40
€3.35
50%
2016
11,392
75% 8,544
€2.76 (1)
Cum FCF Ave EPS Cum FCF
€5,774m €11,218m
150%
€6.00
€1.83
50% 50% 50% 50%
2017
8,808
50% 4,404
€2.28 (2)
€9,339m €4,331m
€6.73 €13,000m
€2.27 €3,230m
Ave EPS Cum FCF 8,416
50% 4,208
€2.81
2018
(3)
(1) Average EPS of 2015, 2014 and 2013. (2) Average EPS of 2016, 2015 and 2014. (3) Average EPS of 2017, 2016 and 2015.
Under the umbrella of the ESOP 2021, a dedicated UK tax advantageous Share Incentive Plan (“ SIP ”) was also deployed in March 2021. 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 2021 amounts to €32,479 (vs €33,790 in 2020). h) Retirement Until the end of 2019, the retirement benefit of the CEO accrued through a defined benefit commitment. Following the Board of Directors decision approved in the AGM 2020, the accrued pension rights under this commitment have been frozen based on the seniority of the CEO as Executive Committee member at the end of 2019. A replacement target ratio has therefore been set at 52% of his Base Salary ( i.e. 26% of the sum of his Base Salary and his target VR) and will no longer accrue. The pension rights under this commitment remain unvested until the retirement date of the CEO. The pension rights arising from the Company’s def ined contribution plan ( i.e. contribution of 20% of the pensionable remuneration, which is the Base Salary and the most recently paid VR) are deducted from the frozen pension rights described above.
Based on the above, the ratio between the fixed part of the remuneration of the CEO in 2021 (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 2021 paid-out in 2022 and LTIP vesting in 2021) is 41% / 59% ( versus 49% / 51% in 2020). Based on the above, the ratio between the fixed part of the remuneration of the CEO in 2021 (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 2021 paid-out in 2022 and LTIP vesting in 2021) is 41% / 59% ( versus 49% / 51% in 2020). e) Share Ownership The CEO owned 24,495 Airbus SE shares on 31 December 2021. The CEO has reached the target of 200% of the Base Salary in 2021 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 2021, 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 44%. 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.
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Airbus / Registration Document 2021
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