Nokia 2015 Annual Report Download - page 176

174 NOKIA IN 2015
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:
2015 2014 2013
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(2) 440 000 29 339 440 000 31 186 440 000 77 217
Jouko Karvinen, Vice Chairman until January8, 2016(3) 175 000 11 667 175 000 12 403 175 000 14 374
Vivek Badrinath(4) 140 000 9 333 140 000 9 922 – –
Bruce Brown(5) 155 000 10 333 155 000 10 986 130 000 10 678
Elizabeth Doherty, Board member until January 8, 2016(6) 140 000 9 333 140 000 9 922 140 000 11 499
Simon Jiang(7) 130 000 8 666 – – – –
Henning Kagermann(8) – – – – 155 000 12 731
Helge Lund(8) – – – – 130 000 10 678
Mårten Mickos(9) – – 130 000 9 214 130 000 10 678
Elizabeth Nelson(10) 140 000 9 333 140 000 9 922 140 000 11 499
Kari Stadigh 130 000 8 666 130 000 9 214 130 000 10 678
Dennis Strigl(9) – – 130 000 9 214 – –
Total 1 450 000 1 580 000 1 570 000
(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.
(2) Represents compensation paid for services as the Chairman of the Board. Excludes compensation paid for services as the Interim CEO during 2013 and 2014. Refer to the management compensation
section of this note.
(3) Consists of EUR 150 000 for service as Vice Chairman of the Board until January 8, 2016 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, both until January 8, 2016.
(7) Appointed by the Annual General Meeting in 2015.
(8) Served on the Board until the Annual General Meeting in 2014.
(9) Served on the Board until the Annual General Meeting in 2015.
(10) 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 2015, 2014, or 2013.
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.