Remuneration
Each non-executive member of the Board will receive an annual fixed fee of € 80,000 and a fee for participation in Board meetings of € 5,000 per meeting attended.
The Chairman of the Board will receive an annual fixed fee of € 180,000 for carrying out this role and a fee for participation in Board meetings of € 10,000 per meeting attended.
The Chairmen of each of the Board Committees will receive an
additional annual fixed fee of € 30,000. The members of each of the Board Committees will receive an additional annual fixed fee of € 20,000 for each Committee membership.
Since 1 January 2008, non-executive members of the Board are no longer entitled to variable pay.
Committee Chairmanship and Committee Membership annual fees are cumulative if the concerned non-executive members of the Board belong to two different Committees.
The Chief Executive Officer receives neither fees for participation in Board of Directors’ meetings nor any dedicated compensation as member of the Board of Directors in addition to his compensation as member of the Executive Committee (see below “— 4.2.1.3 Compensation of the Members of the Executive Committee”). The Chief Executive Officer is eligible for benefits under Long Term Incentive Plans including performance unit plan (see “— 4.3.3 Long Term Incentive Plans”) and under employee share ownership plans in his capacity as qualifying employees (see also “— 4.3.2 Employee Share Ownership Plans”). Additionally, the Chief Executive Officer is entitled to pension benefits.
The amounts of the various components constituting the compensation granted to the Chief Executive Officer and to Non-Executive Directors during 2008, together with additional information such as the number of performance units (see “— 4.3.3 Long Term Incentive Plans”) and details of the pension benefits entitlements of the Chief Executive Officer are set out in “Notes to the Company Financial Statements — Note 11: Remuneration”.
They are summarised below:
Total remuneration and related compensation costs:
The total remuneration and related compensation costs of the members of the Board of Directors and former directors in 2008 and 2007 (prorate in accordance with their periods of memberships) can be specified as follows:
| Non executive Members of the Board of Directors | ||
| in € | 2008 | 2007 |
| Fixum | 263,125 | 240,000 |
| Bonus (related to reporting period) | Not applicable | 550,370 |
| Fees | 322,500 | 390,000 |
| Executive Members of the Board of Directors | ||
| Fixum | 900,000 | 2,729,179 |
| Bonus (related to reporting period including part paid by EADS NV) | 1,545,500 | 4,028,998 |
The cash remuneration of the non-executive members of the Board of Directors was as follows:
|
2008 (in €) | Fixum |
Bonus related to 2008 | Fees | Total |
| Directors | ||||
| Rüdiger Grube | 52,500 | N/A | 52,500 | 105,000 |
| Rolf Bartke | 5,625 | N/A | 45,00 | 50,265 |
| Dominique D’Hinnin | 5,625 | N/A | 40,000 | 45,625 |
| Juan Manuel Eguiagaray Ucelay | 30,000 | N/A | 45,000 | 75,000 |
| Arnaud Lagardère | 54,375 | N/A | 10,000 | 64,375 |
|
Hermann-Josef Lamberti | 5,625 | N/A |
40,000 | 45,625 |
|
Lakshmi N. Mittal* | — | — | — | — |
|
Sir John Parker | 5,625 | N/A |
25,000 |
30,625 |
|
Michel Pébereau | 20,000 | N/A |
25,000 |
45,000 |
|
Bodo Uebber | 20,000 | N/A |
40,000 | 60,000 |
| Former directors | ||||
|
Manfred Bischoff | 15,000 |
15,000 | ||
| François David | 24,375 |
24,375 | ||
|
Michael Rogowski | 24,375 |
24,375 | ||
| Total |
263,125 | 322,500 |
585,625 |
The cash remuneration of the Executive Member of the Board of Directors was as follows:
| 2008 | Fixum in € | Bonus in € related to 2008 | |
| Directors | |||
| Louis Gallois | 900,000 | 1,545,500 |
(*) Remuneration waived at the Director’s request.
(**) Pro rata in accordance with their periods of membership with the Board of Directors.
The table below gives an overview of the Long term Incentive Plans (performance units) granted by EADS in 2008 to the Chief Executive Officer:
|
Unit plan: number of performance units* |
granted in 2008 |
vesting date |
| Louis Gallois |
40,000 |
Vesting schedule is made up of 4 payments over 2 years: a) 25% expected in May 2012; b) 25% expected in November 2012; c) 25% expected in May 2013; d) 25% expected in November 2013. |
(*) Vesting of all Performance units granted to the Chief Executive Officer is subject to performance conditions.
Pension benefits
The members of the Executive Committee have pension promises as part of their employment agreements. The general policy is to give them annual pensions of 50% of their annual base salary upon reaching 5 years of service in the Executive Committee of EADS at the age of 60 or 65.
These rights can gradually increase to 60% after a second term, usually after ten years of service in the EADS Executive Committee.
These pension schemes have been implemented through collective executive pension plans in France and Germany. These pension promises have also separate rules e.g. for minimum length of service and other conditions to comply with national regulations.
For the Chief Executive Officer, the amount of the pension defined benefit obligation amounted to € 1.4 million as of 31 December 2008, while the amount of current service and interest cost related to his pension promise accounted for during fiscal year 2008 represented an expense of € 0.6 million. This obligation has been accrued for in the Consolidated Financial Statements.
Termination indemnity
As part of his mandate contract, the Chief Executive Officer is entitled to a termination indemnity when the parting results from a decision by the Company in case of change in control or change in the Company’s strategy. Payment of the termination indemnity is also subject to performance conditions as fixed and assessed by the Board of Directors. The termination indemnity, if applicable, will be of a maximum of 18 months of annual total target salary.
The indemnity could be reduced pro rata or would even not be applicable depending on age and date of retirement.
Apart from the Chief Executive Officer, no other Director who is in office is entitled to a termination indemnity.
Non-competition clause
A non-competition clause is included in the contract of the Chief Executive Officer. This clause is applicable for a one-year period, starting at the end of the mandate contract, and is renewable for one year at the Company’s initiative.
The Chief Executive Officer will receive a compensation based on his monthly salary (including variable pay) in return of the application of the non-competition clause.
Other benefits
The Chief Executive Officer is entitled to a company car. The value of his company car as at 31 December 2008 is € 23,977.
Further |
