Remuneration Policy for Non-Executive Directors

Remuneration of non-executive directors is set forth in the remuneration policy approved by the Company’s Shareholders and periodically reviewed by the Compensation Committee.

The current annual remuneration for the non-executive directors is:

  • US$200,000 for each non-executive director
  • An additional US$10,000 for each member of the Audit Committee and $20,000 for the Audit Committee Chairman.
  • An additional US$5,000 for each member of the Compensation Committee and the Governance Committee and $15,000 for the Compensation Committee Chairman and the Governance Committee Chairman An
  • additional US$25,000 for the lead independent director
  • An automobile perquisite of one (1) assigned company-furnished vehicle, rotated semi-annually, subject to taxes related to imputed income/employee price on purchase or lease of Company vehicles.

Non-executive directors elect whether their annual retainer fee will be made in half in cash and common shares of FCA or 100% in common shares of FCA; whereas, the committee membership and committee chair fee payments will be made all in cash (providing a board fee structure common to other large multinational companies to help attract a multinational board membership). Remuneration of non-executive directors is fixed and not dependent on FCA’s financial results.

Non-executive directors are not eligible for variable compensation and do not participate in any incentive plans.

Set forth below is information relating to the fixed and variable compensation (including other benefits, but excluding the extraordinary incentives, pension provisions and severance payments described above) that was paid in 2014 by FCA and its subsidiaries to the current members of the FCA Board of Directors and to the individuals who served on Fiat’s Board of Directors as of October 11, 2014, including as a consequence of the applicable performance criteria having been met. None of Messrs. Marchionne, Palmer or Neilson received compensation for their services as directors or officers of FCA prior to the effective time of the Merger.

In EuroOffice heldIn office from/toAnnual feeAnnual Incentive(1)Other CompensationTotal
Directors of FCA N.V.
ELKANN John Philipp Chairman 01/01/2014-12/31/2014 1,442,161 - 243,702(2) 1,685,863
MARCHIONNE Sergio CEO 01/01/2014-12/31/2014 2,500,108 4,000,000 111,410 6,611,518
AGNELLI Andrea Director 01/01/2014-12/31/2014 80,211 - - 80,211
BRANDOLINI D’ADDA Tiberto Director 01/01/2014-12/31/2014 80,211 - - 80,211
EARLE Glenn Director 06/23/2014-12/31/2014 74,065 - - 74,065
MARS Valerie Director 10/12/2014-12/31/2014 42,212 - - 42,212
SIMMONS Ruth J. Director 10/12/2014-12/31/2014 42,212 - 1,774(2) 43,986
THOMPSON Ronald L. Director 10/12/2014-12/31/2014 62,295(3) - 1,589(2) 63,884
WHEATCROFT Patience Director 01/01/2014-12/31/2014 106,716 - - 106,716
WOLF Stephen M. Director 10/12/2014-12/31/2014 54,836(3) - 1,520(2) 56,356
ZEGNA Ermenegildo Director 10/12/2014-12/31/2014 42,212 - - 42,212
Former directors of Fiat S.p.A.
BIGIO Joyce Victoria Director 01/01/2014-10/11/2014 66,347 - - 66,347
CARRON René Director 01/01/2014-10/11/2014 70,250 - - 70,250
CORDERO DI MONTEZEMOLO Luca Director 01/01/2014-10/11/2014 2,095,528 - - 2,095,528
GROS-PIETRO Gian Maria Director 06/22/2014-10/11/2014 45,653 - - 45,653
TOTAL 6,805,017 4,000,000 359,995 11,165,012

(1)The annual incentives are related to the performance in 2014 which are paid out in 2015.

(2) The stated amount refer to the use of transport

(3) The amount in the table refers to both FCA NV and FCA US board service fees.

The tables below give an overview of the stock option plans and share plans of the Company held by the CEO (for stock options) and by the CEO and other Board Members for share plans.

Stock Options

Grant DateExercise Price (€)Number of Options
Beginning Balance as of 1/1/2014
  26/07/04 6.583 10,670,000
  03/11/06 13.370 6,250,000
Beginning Total 16,920,000
Vested/Not Exercised 16,920,000
Not Vested -
Options granted during in 2014 - - -
Options exercised in 2014
  26/07/04 6.583 10,670,000
  03/11/06 13.370 6,250,000
Total Options Exercised in 2014 16,920,000
Closing Total -

Share Plans

Grant DateVesting DateFair Value on GRanting Date(1)ThompsonWolfSimmonsMarchionneTotal
Beginning balance 01/01/2014
Fiat Stock grants 04/04/2012 02/22/2015 € 4.205 4,666,667 4,666,667
2009 FCA US RSUs 12/11/09 06/10/2012 US$ 10.47 499,478 499,478 998,957
2012 FCA US RSUs 07/30/2012 06/10/2013 US$ 10.47 25,032 25,032 25,032 25,032 100,128
2013 FCA US RSUs 07/30/2013 06/10/2014 US$ 10.47 20,161 20,161 20,161 20,161 80,645
544,672 45,193 45,193 1,179,730(2)
Post-dilution adjusted(3) beginning balance 01/01/2014
Fiat stock grants 04/4/2012 02/22/2015 € 4.205 4,666,667 4,666,667
2009 FCA US RSUs 12/11/09 06/10/2012 US$ 8.07 648,023 648,023 1,296,047
2012 FCA US RSUs 07/30/2012 06/10/2013 US$ 8.07 32,477 32,477 32,477 32,477 129,906
2013 FCA US RSUs 07/30/2013 06/10/2014 US$ 8.07 26,157 26,157 26,157 26,157 104,629
706,657 706,657 58,634 58,634 1,530,582
Granted during 2014
Vested during 2014
Fiat stock grants 04/04/2012 02/22/2015 € 4.205 2,333,333 2,333,333
2013 FCA US RSUs 07/30/2013 06/10/2014 US$ 8.07 26,157 26,157 26,157 26,157 26,157
Ending Balance as of 12/31/2014
FCA stock grants 04/4/2012 02/22/2015 € 4.205 2,333,334 2,333,334
2009 FCA US RSUs(4) 12/11/09 06/10/2012 US$ 9.00 648,023 648,023 1,296,047
2012 FCA US RSUs(4) 07/30/2012 06/10/2013 US$ 9.00 32,477 32,477 32,477 32,477 129,906
2013 FCA US RSUs(4) 07/30/2013 06/10/2014 US$ 9.00 26,157 26,157 26,157 26,157 104,629
706,657 706,657 58,634 58,634 1,530,582

(1) Fair value of the FCA US RSUs beginning balance and ending balances reflects the reevaluation price in effect on those dates.

(2) Mr. Marchionne does not receive any direct compensation for his service on behalf of FCA US (previously Chrysler Group LLC). In connection with his service as a Director of FCA US, similarly to the equity-based compensation granted to the other Board Members, he was assigned “Restricted Stock Units” under the Director RSU Plan. Such RSUs will be paid within 60 days following the date he ceases to serve as a Director.

(3) FCA US RSU awards were adjusted for dilution by a factor of 1.2974 in June 2014.

(4) FCA US RSUs will be paid within 60 days following the date FCA NV Board service ceases. The FCA US RSUs were revalued at US$ 9.00/unit as of December 31, 2014.

The total cost booked in 2014 by the Company in connection with the share plans was €2.6 million; no costs were booked in 2014 for stock options plans.