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 Euro||Office held||In office from/to||Annual fee||Annual Incentive(1)||Other Compensation||Total|
|Directors of FCA N.V.|
|ELKANN John Philipp||Chairman||01/01/2014-12/31/2014||1,442,161||-||243,702(2)||1,685,863|
|BRANDOLINI D’ADDA Tiberto||Director||01/01/2014-12/31/2014||80,211||-||-||80,211|
|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|
|WOLF Stephen M.||Director||10/12/2014-12/31/2014||54,836(3)||-||1,520(2)||56,356|
|Former directors of Fiat S.p.A.|
|BIGIO Joyce Victoria||Director||01/01/2014-10/11/2014||66,347||-||-||66,347|
|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|
(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.
|Grant Date||Exercise Price (€)||Number of Options|
|Beginning Balance as of 1/1/2014|
|Options granted during in 2014||-||-||-|
|Options exercised in 2014|
|Total Options Exercised in 2014||16,920,000|
|Grant Date||Vesting Date||Fair Value on GRanting Date(1)||Thompson||Wolf||Simmons||Marchionne||Total|
|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|
|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|
|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|
(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.