Airbus // Universal Registration Document 2023
4. Corporate Governance 4.2 Interests of Directors and Principal Executive Officers
Review of Achievement of Performance Conditions In February 2024, the Board of Directors noted the achievement of the performance conditions of the 2020 plan, i.e. for the 2021, 2022 and 2023 fiscal years. The three-year average EPS was €5.19 and the three-year Cum FCF was €11,720 million. The overperformance of the 2020 plan is due to a faster than expected recovery from the COVID 19 pandemic. As a reminder, the 2020 plan was granted in October 2020 when the impact of the pandemic for the years 2021, 2022 and 2023 was still extremely difficult to predict. 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
Ave EPS
€ 6.73
€ 2.27
50%
2018
8,416
50% 4,208
€ 2.81 (2)
Cum FCF Ave EPS Cum FCF Ave EPS Cum FCF
€ 13,000m € 3,230m
50% 50% 50%
€ 7.72
€ 3.10
2019
11,060
50% 5,530
€ 2.98 (3)
€ 13,150m € 4,320m
€ 2.52 (5) € 1,951 (5)
€ 5.19
150% 150%
2020
19,840
150% 29,760
€ 2.27 (4)
€ 11,720
(1) Average EPS of 2016, 2015 and 2014. (2) Average EPS of 2017, 2016 and 2015. (3) Average EPS of 2018, 2017 and 2016. (4) Average EPS of 2019, 2020 and 2021. (5) Please note that this target was set during the COVID pandemic, and reflects the difficulty in accurately forecasting the performance of the Company’s businesses during that period.
g) Benefits Costs of benefits provided through applicable mandatory collective and social security plans are accounted for among social charges (please refer to Note 33 to the IFRS Consolidated Financial Statements for further details). The monetary value of other benefits provided to the CEO in 2023 amounts to € 34,969 (vs € 32,734 in 2022). 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 defined 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. The present value of the remaining CEO’s pension obligation related to the frozen defined benefit commitment is estimated annually by an independent actuarial firm according to the international accounting standard IAS19 as applied by the Company for post-employment benefits.
Based on the above, the ratio between the fixed part of the remuneration of the CEO in 2023 (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 2023 paid-out in 2024 and LTIP vesting in 2023) is 47% / 53% (2022: 48% / 52%). e) Share Ownership The CEO owned 29,364 Airbus SE shares on 31 December 2023 which represents a value higher than 200% of his Base Salary, in compliance with the Share ownership guideline (see “– 4.2.1.1. f. – Share ownership guideline”). 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 2023, 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 2023, a dedicated UK tax advantageous Share Incentive Plan (“ SIP ”) was also deployed in March 2023. Although the CEO was eligible for the plan, he did not participate in the ESOP 2023 plan, leaving more shares for employees in order to favour the development of employee shareholding.
254 Airbus Annual Report
Universal Registration Document 2023
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