Aer Lingus 2013 Annual Report Download - page 64

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62
Special Bonus for Key Management
In January 2013 the Remuneration Committee approved the recommendation of the Chief Executive Officer that a once-off special bonus
retention incentive arrangement be paid in respect of 12 key senior management (not including the Chief Executive Officer or Chief
Financial Officer) in recognition of the exceptional performance of these managers in 2012 during and following the period of Ryanair’s
unsuccessful take-over bid for Aer Lingus. The retention element to this payment involved making the payment in two tranches: one-third
on approval of the 2012 operating result by the Audit Committee and the remaining two-thirds being withheld until December 2013 subject
to the recipient remaining in the employment of Aer Lingus on that date.
Long Term Incentive Plan
The 2011 LTIP award (covering the performance period 1 January 2011 to 31 December 2013) vested on 24 February 2014. This is the
second award that has vested under the scheme since its introduction in 2007 and reflects the significant transformation that has been
achieved since 2009. Based on the measurement of “total shareholder return” over the performance period, the LTIP awards vested at 33.4%
in 2013. Further details are set out in the body of this Remuneration Report.
The Remuneration Committee has conducted a review of the terms of the Company’s LTIP in 2013 and has engaged and consulted with a
number of institutional shareholders regarding proposed changes to the LTIP. The review and consideration of the matter is on-going.
Conclusion
Remuneration at Aer Lingus is aligned with the interests of shareholders and continues to be primarily weighted to performance. Despite
difficult trading conditions, particularly in the second half of the year, Aer Lingus has delivered a strong trading performance in 2013 and
the variable components of executive remuneration reflect the extent of that performance. Through the detail set out in this Remuneration
Report, the Remuneration Committee has aimed to provide shareholders with the level of clarity and transparency on remuneration
necessary so as to ensure that shareholders may exercise an informed and considered vote on its contents at the Annual General Meeting,
thereby affording shareholders the opportunity to have a “say-on-pay” at Aer Lingus.
Yours faithfully,
COLM BARRINGTON
Member
Remuneration Committee
NICOLA SHAW
Member
Remuneration Committee
27 March 2014