Aer Lingus 2012 Annual Report Download - page 58

REPORT OF THE REMUNERATION COMMITTEE ON DIRECTORS’ REMUNERATION Aer Lingus Group Plc
ANNUAL REPORT 2012
56
Report of the Remuneration Committee on Directors’ Remuneration
(3) In addition to the amounts above, an amount has been charged
to the income statement in relation to the estimated cost of shares
which could vest under the 2010, 2011 and the 2012 LTIP awards
to Mr Macfarlane. In respect of the 2010, 2011 and 2012 LTIP
awards to Mr Macfarlane, an amount of €397,902 has been
charged in 2012.
(4) Mr Macfarlane voluntarily agreed to reduce his basic salary by
approximately 23%. The figure set out in the table under “Basic
salary and fees” reflects the voluntarily reduced basic salary.
Other elements of remuneration payable to Mr Macfarlane are
calculated by reference to his unreduced basic salary.
(5) Mr Leslie Buckley retired as a Director on 21 June 2012.
(6) Mr Crowley received an additional fee of €7,200 per annum in
respect of his Chairmanship of the Audit Committee.
(7) Mr Hackett received additional fees of €76,000 in 2012 in respect
of his assumption of additional responsibilities in chairing a legal
committee of the Board to support management in relation to the
Company’s application to the High Court for a capital reduction,
the issues faced by the pension schemes of which Aer Lingus
Limited is a participating employer and related matters.
(8) Mr Thomas Corcoran retired as a Director on 6 May 2011.
(9) Mr Michael Johns retired as a Director on 28 February 2011.
Table 2.2 Interest of Directors in office at 31 December 2012 in the
shares of the Group
31 December 2012
Number of shares
1 January 2012*
Number of shares
Colm Barrington 200,000 200,000
David Begg 500 500
Montie Brewer - -
Laurence Crowley - -
Mella Frewen - -
Danuta Gray 23,863 23,863
Francis Hackett 9,544 9,544
Colin Hunt 5,000 5,000
Andrew Macfarlane (1) 35,000 35,000
Thomas Moran 40,000 40,000
Christoph Mueller (2) (3) 505,000 505,000
Nicola Shaw 23,945 23,945
* Or date of appointment if later
With the exception of the shares vested on 6 February 2013 to Mr Andrew
Macfarlane and Mr Christoph Mueller in respect of the 2010 LTIP , there
was no change in the Directors’ interests in the period between 31
December 2012 and 7 March 2013.
(1)
During the year ended 31 December 2010, Mr Andrew Macfarlane was
granted conditional awards of 407,970 shares under the LTIP in respect
of the performance period 1 January 2010 to 31 December 2012. On 6
February 2013, 440,607 shares vested to Mr Andrew Macfarlane in respect
of the 2010 LTIP award following achievement of the performance targets.
Of these, 229,115 shares were withheld for the purpose of discharging the
tax liability which arose upon the vesting. Mr Macfarlane’s shareholding
therefore increased by 211,492 shares on 6 February 2013. In April 2011
Mr Andrew Macfarlane was granted conditional awards of 500,000 shares
under the LTIP in respect of the performance period 1 January 2011 to
31 December 2013. In April 2012 Mr Andrew Macfarlane was granted
conditional awards of 440,000 shares under the LTIP in respect of the
performance period 1 January 2012 to 31 December 2014. Any vesting
of these shares is subject to the achievement of the performance targets
outlined above.
(2)
On 8 September 2009, Mr Christoph Mueller was granted share options
in respect of 1,500,000 shares. In September 2012, the Remuneration
Committee determined that the performance criteria in respect of the
first tranche of 500,000 share options granted to Mr Mueller had been
achieved, as the closing market share price of €1.00 was achieved on at
least 25 of the 40 days prior to 7 September 2012. The share options in
respect of this tranche of 500,000 shares vested on 7 September 2012 and
are exercisable at a price of €0.573 per share. These share options have not
yet been exercised by Mr Mueller. He was restricted from exercising the
options while Aer Lingus was subject to ‘‘offer period” restrictions caused
by Ryanair’s offer for Aer Lingus announced in June 2012. Subject to
achieving the conditions specified in the Share Option Deed, the exercise
price of the second and third tranches of the share options is as follows:
the exercise price in respect of the options over 500,000 shares which may
become exercisable on or after the 7 September 2013 is 130% of €0.521
per share (being the average closing share price on the five days prior to the
date of grant) and the exercise price in respect of the options over 500,000
shares which may become exercisable on or after the 7 September 2014
is 170% of €0.521 per share (being the average closing share price on the
five days prior to the date of grant).
(3)
During the year ended 31 December 2010, Mr Christoph Mueller was
granted conditional awards of 450,664 shares under the LTIP in respect
of the performance period 1 January 2010 to 31 December 2012. On
6 February 2013, 486,717 shares vested to Mr Mueller in respect of the
2010 LTIP award following achievement of the performance targets. Of
these, 253,092 shares were withheld for the purpose of discharging the
tax liability which arose upon the vesting. Mr Mueller’s shareholding
therefore increased by 233,625 shares on 6 February 2013. In April 2011
Mr Mueller was granted conditional awards of 600,000 shares under the
LTIP in respect of the performance period 1 January 2011 to 31 December
2013. In April 2012 Mr Mueller was granted conditional awards of 490,000
shares under the LTIP in respect of the performance period 1 January
2012 to 31 December 2014. Any vesting of these shares is subject to the
achievement of the performance targets outlined above.