Chrysler 2014 Annual Report Download - page 139

2014 | ANNUAL REPORT 137
In 2014, the non-executive directors exercised this authority and approved a €24.7 million (US$ 30 million) cash award,
a one-time grant of 1,620,000 restricted shares (which is subject to the approval of the Company’s general meeting of
shareholders and will vest upon approval) and a €12 million (US$ 15 million) post-mandate award for the CEO, who was
instrumental in major strategic and financial accomplishments for the Group. Most notably, through the CEO’s vision and
guidance, FCA was formed, creating enormous value for the Company, its shareholders, employees and stakeholders.
Pension Provisions and Severance Payments
Both executive directors have a post-mandate benefit in an amount equal to five times their last annual base
compensation. The award is payable quarterly over a period of 20 years commencing three months after the
conclusion of employment with the Company, with an option for a lump sum payment. In addition, the CEO
participates in Company sponsored pension schemes and is eligible for the post-mandate benefit mentioned in the
previous paragraph. In 2014 the Company booked in connection with all these benefits an amount of € 12.9 million.
For the CEO, an amount of two (2) times the prior year fixed and variable compensation is provided in the event of an
involuntarily termination except for reason of termination for cause.1
Other Benefits
Executive directors may also be entitled to usual and customary fringe benefits such as personal use of aircraft,
company car and driver, personal/home security, medical insurance, accident and disability insurance, tax preparation
and financial counseling. The Compensation Committee may grant other benefits to the executive directors in
particular circumstances.
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.
1 In 2014 Ferrari S.p.A. booked an amount of €15 million in connection with the resignation as Chairman of Ferrari S.p.A. of Mr. Luca Cordero
di Montezemolo, former director of Fiat. S.p.A.