Experian 2014 Annual Report Download - page 97

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93
Don Robert’s appointment as Chairman is effective on 16 July 2014, at which point he transitions to a standard non-executive
Chairman package under the policy with annual fees of £600,000. No salary increase was made from 1 April 2014, given his
change in role three months later. This fee will be reviewed in April 2016.
Chris Callero is retiring as a director of the Company with effect from 16 July 2014.
Brian Cassin will be appointed as Chief Executive Officer on 16 July 2014. At that point his salary will be increased to £850,000, to
reflect his new role and responsibilities. While this is a significant increase in salary, it is set at a level below that paid to Don Robert
and reflects the fact that the primary market comparator for Brian Cassin, on appointment, reflected a heavier weighting towards UK-
listed companies whereas the market for Don Robert was orientated more towards US and global companies.
In September 2013, the Board reviewed the fees of the non-executive directors, as it normally does every two years. Based on
supporting market data, the following fee increases were approved and were implemented from 1 October 2013. The next review will
be in September 2015.
Previous fee level Increase New fee level
Base fee €125,000 €7,50 0 €132,500
Audit Committee Chairman fee €35,000 €5,000 €40,000
Remuneration Committee Chairman fee €27,000 €5,000 €32,000
Deputy Chairman/SID fee €80,000 –€80,000
Non-executive directors required to undertake intercontinental travel to attend Board meetings receive a supplementary payment of
€6,000 per trip, in addition to any travel expenses. This amount is unchanged since October 2009.
Annual bonus
Annual bonuses will be awarded for achieving profit growth targets which are measured on a sliding scale, whereby maximum
bonuses will only be paid for achieving exceptional results. The Committee has chosen not to disclose the performance targets for
the forthcoming year in advance as these are considered to be commercially sensitive. Whilst we acknowledge that shareholders
prefer the public disclosure of such targets, the Committee believes that this is not in shareholders’ longer-term interests given that
it would be damaging to the Company and useful to our competitors. If the Committee decides that these targets are no longer
commercially sensitive, they will be disclosed in the next available remuneration report.
CIP
Don Robert and Brian Cassin have elected to defer 100% of their bonus into the CIP. Chris Callero is retiring as a director of the
Company with effect from 16 July 2014. Matching shares, equivalent to 200% of the invested bonus, are expected to be granted in
the first quarter of the year ending 31 March 2015. These will vest subject to the satisfaction of the following performance conditions,
which will be measured over a three-year performance period:
Performance measure Weighting
Vesting*
No match 1 :1 match 2:1 match
Benchmark PBT (annual growth) 50% Below 7% 7% 14%
Cumulative operating cash flow 50% Below US$4.0bn US$4.0bn US$4.4bn
*Straight-line vesting between the points shown.
These awards will be subject to a clawback feature, whereby the vesting of awards is subject to the Committee being satisfied that
the vesting is not based on financial results which have been materially misstated.
PSP
Awards equivalent to 200% of salary are expected to be granted in the first quarter of the year ending 31 March 2015. These will vest
subject to the satisfaction of the following performance conditions, which will be measured over a three-year performance period:
Performance measure Weighting
Vesting*
0% 25% 100%
Benchmark PBT (annual growth) 75% Below 7% 7% 14%
TSR of Experian vs. TSR of FTSE 100 Index 25% Below Index Equal to Index 25% above Index
*Straight-line vesting between the points shown.
Vesting of these awards will be subject to the Committee agreeing that ROCE performance is satisfactory and, through a clawback
feature, being satisfied that vesting is not based on financial results which have been materially misstated.
Governance • Report on directors’ remuneration