Nokia 2014 Annual Report Download - page 178

176 NOKIA IN 2014
Notes to consolidated nancial statements continued
Board of Directors’ compensation
The annual remuneration structure paid to the members of the Board of Directors, as decided on by the Annual General Meetings in the
respective years:
2014 2013 2012
Gross annual
fee(1)
EUR
Shares
received
number
Gross annual
fee(1)
EUR
Shares
received
number
Gross annual
fee(1)
EUR
Shares
received
number
Risto Siilasmaa, Chairman from May 3, 2012(2) 440 000 31 186 440 000 77 217 440 000 70 575
Dame Marjorie Scardino, Vice Chairman until May 7, 2013 – – – – 150 000 24 062
Jouko Karvinen , Vice Chairman from May 7, 2013(3) 175 000 12 403 175 000 14 374 155 000 24 860
Vivek Badrinath(4) 140 000 9 922 – – – –
Bruce Brown(5) 155 000 10 986 130 000 10 678 130 000 20 850
Elisabeth Doherty(6) 140 000 9 922 140 000 11 499 – –
Henning Kagerman(7) – – 155 000 12 731 155 000 24 860
Helge Lund(7) – – 130 000 10 678 130 000 20 850
Isabel Marey-Semper – – – – 140 000 22 454
Mårten Mickos 130 000 9 214 130 000 10 678 130 000 20 850
Elizabeth Nelson(8) 140 000 9 922 140 000 11 499 140 000 22 454
Kari Stadigh 130 000 9 214 130 000 10 678 130 000 20 850
Dennis Strigl 130 000 9 214 – – – –
Total 1 580 000 1 570 000 1 700 000
(1) Approximately 40% of each Board member’s annual compensation is paid in Nokia shares purchased from the market. The remaining approximately 60% is paid in cash. The Board members do not
participate in any of Nokia’s equity programs or receive any other form of variable compensation for their duties as Board members.
(2) Represents compensation paid for services as the Chairman of the Board. Excludes compensation paid for services as the Interim CEO. Refer to the management compensation section of this note.
(3) Consists of EUR 150 000 for service as Vice Chairman of the Board and EUR 25 000 for services as the Chairman of the Audit Committee.
(4) Consists of EUR 130 000 for services as a member of the Board and EUR 10 000 for service as a member of the Audit Committee.
(5) Consists of EUR 130 000 for services as a member of the Board and EUR 25 000 for service as the Chairman of the Personnel Committee.
(6) Consists of EUR 130 000 for services as a member of the Board and EUR 10 000 for service as a member of the Audit Committee.
(7) Served on the Board until the Annual General Meeting in 2014.
(8) Consists of EUR 130 000 for services as a member of the Board and EUR 10 000 for service as a member of the Audit Committee.
Transactions with the Group Leadership Team and the Board of Directors
No loans have been granted to the members of the Group Leadership Team and the Board of Directors in 2014, 2013 or 2012.
Terms of termination of employment of the President and CEO
The President and CEO, Rajeev Suri, may terminate his service contract at any time with six months’ prior notice. The Group may terminate his
service contract for reasons other than cause at any time with an 18 months’ notice period. If there is a change of control event as dened in
Mr.Suri’s service contract and the service contract is terminated either by the Group without cause, or by him for “good reason”, his outstanding
unvested equity awards may vest pro rata if he is dismissed within 18 months of the change in control event. If before June 30, 2016 a “limited
termination event” takes place, as dened in Mr. Suri’s service contract, he will be entitled to the pro-rated value of his Nokia Networks Equity
Incentive Plan options, should his employment be terminated within six months of such an event taking place.
Termination benets of the former President and CEO
The former President and CEO, Stephen Elop, received a severance payment of EUR 24.2 million consisting of a base salary and management
incentive of EUR 4.1 million, and equity awards amounting to EUR 20.1 million. According to the terms of the purchase agreement with Microsoft
entered into in connection with the Sale of the D&S Business, 30% of the total severance payment amounting to EUR 7.3 million was borne by
the Group and the remaining 70% was borne by Microsoft.