Aer Lingus 2014 Annual Report Download - page 64

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62
Changes in the management team
Mr. Andrew Macfarlane
On 1 September 2014 Andrew Macfarlane stepped down as Chief Financial Officer and Executive Director. This followed a five month
transition period following the initial announcement of 25 March 2014. No payment in lieu of notice was made to Mr. Macfarlane and he did
not receive an annual bonus award for the year ended 31 December 2014. Mr. Macfarlane was not granted an award under the 2014 Long
Term Incentive Plan (LTIP). Due to retirement from the Board on 1 September 2014 his 2012 and 2013 LTIP awards were subject to pre-
vesting forfeiture.
Mr. Bernard Bot
Bernard Bot was appointed Chief Financial Officer Designate on 18 July 2014 and became Chief Financial Officer and Executive Director
on 1 September 2014.
Mr. Bot’s basic salary is €430,000 per annum, in line with that of his predecessor prior to his voluntary reduction as part of the Greenfield
program. Mr. Bot’s maximum opportunity under the Performance Related Pay Scheme with respect to 2014 was 125% of salary (pro-rated
to 33% in line with service). In 2014 his annual award under the Long Term Incentive Plan (LTIP) was 125% of salary subject to
performance. Mr. Bot did not receive any additional incentive awards related to his recruitment. Mr. Bot’s pension contribution is 25% of
salary per annum.
Mr. Christoph Mueller
On 18 July 2014 it was announced that Aer Lingus and Christoph Mueller had agreed that Mr Mueller will step down as CEO and Executive
Director in May 2015. It was subsequently announced on 7 January 2015 that Mr. Mueller would step down as CEO and Executive Director
on 28 February 2015. Mr. Mueller did not receive any payment in lieu of notice. Given his tenure and the agreed circumstances of his
leaving, the Committee decided that it was appropriate that Mr. Mueller would be treated as a “Good Leaver” for the purposes of his share
options and outstanding LTIP shares awards granted in 2012, 2013 and 2014.
Mr. Mueller is entitled to exercise the vested tranches of his share options (tranches 1 and 2), which were awarded to him in 2009 on joining
the Company, at any time prior to 7 September 2019. See page 70 for details of the structure of the scheme.
Mr. Mueller’s outstanding LTIP share awards (granted in 2012, 2013 and 2014) continue in being, subject to the performance conditions
being satisfied within the performance period, at the vesting level determined by the Committee, and in the case of the 2013 and 2014 share
awards, reduced on a pro-rated basis to reflect the proportion of the relevant performance period that had elapsed on his departure date.
Mr. Mueller will also receive concession travel for himself, his spouse and dependent children subject to the payment of the reimbursement
charge for a period of ten years from the departure date.
Mr. Stephen Kavanagh
On 16 February 2015 it was announced that Mr. Stephen Kavanagh would be appointed as Chief Executive Officer and Executive Director
with effect from 1 March 2015. Mr. Kavanagh’s salary was set by the Committee at €450,000 per annum; his pension contribution is 25% of
salary. His benefits will include car allowance, health insurance and death-in-service benefits as well as the cost of reasonable expenses
related to tax and legal advice in respect of entering into his Service Agreement as Chief Executive Officer. His Performance Related Pay
opportunity is 125% of salary and LTIP opportunity is 150% of salary.
Salary
The basic salaries of Executive Directors are reviewed annually taking into account personal performance, Company performance, changes
in responsibilities and market practice. Following the review in 2014, the changes in the management team, and consistent with the
Company’s desire to exercise pay restraint, no changes were made to any Executive Director’s basic salary. Salaries that will apply with
effect from 1 January 2015 are set out below:
Base salary from 1 January
2015
Base salary from 1 March
2015
% increase from 2014
Mr. Christoph Mueller
€475,000
(1)
N/A
0%
(1)
Mr. Bernard Bot
€430,000
€430,000
0%
Mr. Stephen Kavanagh
N/A
€450,000
(2)
N/A
(1) Mr. Mueller’s 2015 salary is pro-rated due to his retirement as Chief Executive Officer and Executive Board member on 28 February 2015
(2) The amount of €450,000 reflects Mr. Kavanagh’s salary per annum. This is pro-rated in the year 2015 due to his appointment as Chief Executive Officer
and Executive Board member on 1 March 2015