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Detailed remuneration policy
Non-Executive members of the Board
Each non-executive member of the Board receives an annual fixed fee of €80,000, as well as a fee for participation in Board meetings of €5,000 per meeting attended. The Chairman of the Board receives an annual fixed fee of €180,000 for carrying out this role, as well as a fee for participation in Board meetings of €10,000 per meeting attended.
The Chairmen of each of the Board Committees receive an additional annual fixed fee of €30,000. The members of each of the Board Committees receive an additional annual fixed fee of €20,000 for each Committee Membership. Committee Chairmanship and Committee Membership annual fees are cumulative if the concerned non-executive Members of the Board belong to two different Committees.
Non-executive Members of the Board are not entitled to variable pay or grants under EADS’ long-term incentive plans.
Chief Executive Officer
The Chief Executive Officer (the sole Executive member of the Board) does not receive fees for participation in Board meetings or any dedicated compensation as member of the Board of Directors. Rather, the remuneration policy for the Chief Executive Officer (as well as the other members of the Executive Committee) is designed to balance short term operational performance with the mid- and long term objectives of the Company and consists of the following main elements:
| Remuneration element | Main drivers | Performance measures | % of total target remuneration/ % of vesting |
| Base Salary | Reward market value of job/position | Individual performance | EADS CEO and Airbus CEO (2): 45% of total target remuneration Other members of the Executive Committee: 50% of total target remuneration |
| Annual variable remuneration | Reward annual performance based on achievement of company performance measures and individual/team objectives, including financial and non-financial targets | Collective part (50% of target variable remuneration): EBIT (3) (50%), Cash (25%) and Capital Employed (25%) achievement (4)
| EADS CEO and Airbus CEO (2): Executive Committee: 50% of total target remuneration (range from 0% to 175%) (6) |
| Long term incentive plan (performance units) | Reward long term company performance on financial targets | The number of performance units which will vest is based on 3 year absolute average EPS (5) at EADS level | Vested performance units will range from 50% to 150% of initial grant (1) |
| (1) In case of absolute negative results during the performance period, the Board of Directors can decide to review the vesting of the performance units including the 50% portion which is not subject to performance conditions (additional vesting condition). | |||
In addition, the Chief Executive Officer (as well as the other members of the Executive Committee) is entitled to pension and other benefits as described below, including under employee share ownership plans in his capacity as qualifying employee (see “— 4.3.2 Employee Share Ownership Plans” and “— 4.3.3 Long-Term Incentive Plans).
