3.7 Remuneration report

The remuneration report describes UCB’s executive and non-executive director remuneration philosophy and policies and how executive compensation levels are set considering individual and company performance. The Governance, Nomination and Compensation Committee (the ‘GNCC’) oversees our executive and non-executive director compensation policies and plans. The Committee’s roles and responsibilities are described in the Corporate Governance Charter adopted by our Board of Directors.

Remuneration for non-executive Directors

UCB’s Board members are compensated for their services through a cash-based compensation program. The level of pay has been set based on benchmarks which include the remuneration of Board members of comparable European biopharmaceutical companies.

The Board members’ pay consists of a fixed annual payment for the Board and committee membership which can vary based on the specific mandate. Board members also receive a fee per meeting attended with the exception of the Chair of the Board who receives only a fixed annual payment. The annual payments are pro-rated according to the number of months served as an active Board member during the calendar year. No long-term equity incentives nor other form of variable pay are granted. An update to the level of pay was approved at the general meeting of shareholders held on 25 April 2013. The remuneration levels for UCB Board members are set as follows:

Annual fees

  • Chair of the Board € 210 000
  • Vice Chair € 105 000
  • Directors € 70 000

Board attendance fees

  • Chair of the Board no fee (included in annual fees)
  • Vice Chair € 1 500 per meeting
  • Directors € 1 000 per meeting

Audit Committee/Scientific Committee (annual fees - no meeting fees)

  • Chair of the Committees € 30 000
  • Members of the Committees € 20 000

Governance, Nomination and Compensation Committee (annual fees – no meeting fees)

  • Chair of the Committee € 20 000
  • Members of the Committee € 15 000

In light of the need to attract a diverse set of Board member profiles that represent our market footprint, the GNCC has made an external benchmarking review of its Board remuneration in 2018, with the support of Willis Towers Watson. The review considered both European Biopharma as well as BEL 20 benchmarks, with European Biopharma data constituting the primary reference, given our need to attract experts with a deep knowledge of our industry. The median level of this peer group is the target. The proposal put forward for the Chair is between the 25th percentile and median of the benchmark, and at median level for the other Directors. While we also need to be able to attract Directors with a knowledge of the U.S. market, given this is our largest single market, an assessment of the U.S. market was not made, given that the form and quantum of U.S. director fees are very different to European norms.

The proposals would increase the annual fixed remuneration of the Directors by around 14% (representing approximately 2.3% per year since the last review, slightly above inflation over this period). No change was proposed to board attendance fees, while Board committee fees would increase by between 12% and 13%.

The proposed update to the level of pay will be submitted to the General Meeting of 25 April 2019.

The total remuneration of the members of the Board including committee fees for 2018 was as follows:

 

 

 

 

 

 

 

 

 

 

 

 

Remuneration as committee member

 

 

Attendance rate

Fix remuneration as director

Board attendance fees

Audit Committee

GNCC

Scientific Committee

Total

1

Member of the Audit Committee as of April 26, 2018

Evelyn du Monceau, Chair

6/6

€ 210 000

 

 

€ 20 000

 

€ 230 000

Pierre L. Gurdjian, Vice Chair

6/6

€ 105 000

€ 9 000

 

€ 15 000

 

€ 129 000

Alice Dautry

6/6

€ 70 000

€ 6 000

 

 

€ 20 000

€ 96 000

Kay Davies

6/6

€ 70 000

€ 6 000

 

€ 15 000

€ 30 000

€ 121 000

Albrecht De Graeve

6/6

€ 70 000

€ 6 000

€ 30 000

 

 

€ 106 000

Roch Doliveux

6/6

€ 70 000

€ 6 000

 

 

 

€ 76 000

Charles-Antoine Janssen

6/6

€ 70 000

€ 6 000

€ 20 000

 

 

€ 96 000

Cyril Janssen

6/6

€ 70 000

€ 6 000

 

 

 

€ 76 000

Viviane Monges1

6/6

€ 70 000

€ 6 000

€ 13 333

 

 

€ 89 333

Norman J. Ornstein

5/6

€ 70 000

€ 5 000

 

 

 

€ 75 000

Jean-Christophe Tellier, Executive Director

6/6

€ 70 000

€ 6 000

 

 

 

€ 76 000

Cédric van Rijckevorsel

6/6

€ 70 000

€ 6 000

 

 

 

€ 76 000

Ulf Wiinberg

6/6

€ 70 000

€ 6 000

€ 20 000

 

 

€ 96 000

3.7.1 UCB’s reward principles

UCB is a global biopharmaceutical company focusing on creating value for people living with severe conditions. To help us achieve our goals we require an engaged workforce working closely together to create superior and sustainable value for patients.

Our compensation plans are aimed at driving and rewarding outstanding performance and innovation while aligning our employees to our patient value ambition. Our Global Reward program is built around the following principles:

  • to provide a strong motivation for delivering on our strategy being the achievement of our patient- value goals;
  • to link employee remuneration to both individual contribution and to our collective successes;
  • to recognize and reward sustained high performance while requiring behaviors that are fully aligned with our patient value principles;
  • to be fair and equitable according to market practices; and
  • to enable UCB to attract, engage and retain the right talents.

To ensure that pay appropriately reflects performance variable pay constitutes the most significant component of total remuneration for our Executive Committee team. UCB’s variable pay programs are directly linked to both short-term achievements and long-term individual and company performance to ensure a balanced focus on financial results, company sustainability and value creation for our stakeholders.

Our reward principles are currently under review, to ensure that they align to our Patient Value Strategy, our value proposition as an employer, and the evolution of the workforce.

3.7.2 The UCB Executive Remuneration Policy

The remuneration policy for members of the Executive Committee is set by the Board of Directors on the basis of recommendations by the GNCC. The GNCC meets at least twice per year during which time it:

  • considers the market factors affecting the company’s current and future pay practices;
  • evaluates the effectiveness of our remuneration policies in recognizing performance and determines the appropriate evolution of the plans;
  • reviews the financial targets of the different performance-based compensation programs; and
  • determines the compensation levels of UCB’s management team in view of their individual roles, competencies and performance.

The GNCC ensures that the reward programs applicable to the members of the Executive Committee, including equity incentives, pension schemes and other benefits, are fair and appropriate to attract, retain and motivate the Executive Committee team.

3.7.3 Statement on the remuneration policy applied to the reported year: remuneration for executive directors

This section covers the competitive positioning strategy that UCB adopts against the market in which it operates. It also describes our executive compensation structure, the purpose of the different elements of pay and the link between pay and performance.

Benchmark for our reward program

In line with our total reward principles the form and level of our executive remuneration should be aligned to company performance, individual skills and performance and the relevant practices of comparable global biopharmaceutical companies with which we compete for talent. The GNCC regularly considers the appropriate mix and level of cash and equity awards to offer to its executives based on recommendations from the Talent and Company Reputation department. These recommendations are reviewed with our independent compensation consultant, Willis Towers Watson, to ensure the market competitiveness of our total direct compensation and to take into consideration market trends affecting our sector. An individual market assessment is typically conducted every other year to assess the competitiveness of the total direct compensation components for each executive.

The compensation package is composed of two main elements:

  • a fixed compensation element: base salary
  • a variable compensation element: consisting of a bonus and long-term incentives

The CEO and Executive Committee target total direct compensation mix is as follows:

UCB benchmarks its executive total compensation against a defined comparator group of international companies within the biopharmaceutical sector (companies with pharmaceutical and/or biotechnology activities). In the benchmark we take a focused approach to peer companies in Europe as well as the U.S. The companies in our peer group vary in size and therapeutic area. We typically target peer companies that are fully-integrated biopharmaceuticals operating in a complex research-driven environment and including development and commercialization capabilities. Where possible we aim to include companies competing in the same therapeutic areas. While we target companies that broadly reflect UCB’s size, company size is not the primary factor as regression analysis is also used to adjust data to UCB’s size.

The composition of our compensation peer group is monitored regularly and adjusted when appropriate, for instance when industry consolidation leads to less robust benchmarking.

UCB’s competitive positioning policy is to target median pay levels of this comparator group for all elements of total direct compensation. The LTI target levels are benchmarked against European biopharma levels. The actual compensation for each individual is determined considering their experience in relation to the benchmark as well as their impact on company performance.

Compensation elements and pay for performance

Our compensation program compensates executives for their responsibilities as well as individual and corporate performance. Both the short-term (bonus) and long-term incentives take into account performance against targets which are set by the Board. Throughout the performance period, the ongoing achievements are monitored and at the moment of vesting or payout, the final results are validated by the corporate finance department before final approval by the Audit Committee and the Board.

The total direct compensation (base salary, bonus and long-term incentives) is highly variable depending on individual and corporate performance as illustrated below. A bonus will only be due if an acceptable threshold of company and/or individual performance is achieved. To reach 100% of bonus a stretched target must be met and only with very exceptional company and individual performance can the maximum be achieved. The pay for performance impact can be illustrated as follows for the CEO and is described in more detail later in this section.

In addition to the base salary and performance-related incentive pay, our executives are eligible for a range of benefits and perquisites. The remuneration structure is in line with market compensation practices as well as Belgian corporate governance legislation and European regulations on executive compensation.

The GNCC makes compensation proposals for the CEO to the Board. The CEO provides compensation recommendations for the other Executive Committee members to the GNCC for endorsement.

Below we describe how each element of remuneration is determined and how performance is embedded in the variable components.

Fixed compensation component: base salary

The target base salary is defined in relation to the specific job dimensions and the median level of base salary that the market typically pays for such a role. The actual base salary level of the individual depends on the extent to which he/ she impacts the business and their level of skill and experience. The evolution of base salary depends on the individual’s level of sustained performance and the evolution of the benchmark. Annual increases are largely in line with average salary movements across the wider workforce in the applicable geography.

Variable compensation components

Target variable compensation levels (bonus and long-term incentives or “LTI”) are set considering the median market level of our compensation peer group. These targets are subject to the application of performance multipliers which consider company performance, individual results as well as individual behaviors and a holistic consideration of long-term value creation for patients.

Variable compensation: bonus

The bonus is designed to reward employees for the performance of the company and of the individual over a time horizon of one year. The bonus target is subject to a double performance multiplier which consists of corporate and individual performance multipliers. The mechanism provides a direct link between individual contribution and company performance which are considered to be interdependent. The calculation mechanism delivers significant value when both company and individual performance are excellent. Conversely if company and/or individual performance levels are lower than expectations this is reflected through significantly diminished value.

To drive a focus on revenue growth but also on underlying profitability, UCB considers annual Recurring Earnings Before Interest Tax Depreciation and Amortization (“REBITDA”) as the short-term corporate performance metric for its executives and for the wider workforce. The Corporate Performance Multiplier (“CPM”) is defined by the percentage of actual REBITDA versus the budget, at constant exchange rates, translated into a payout curve which ensures that only an acceptable range of performance is rewarded. The target is set at a level that the GNCC considers to be suitably challenging. A threshold is set at a level that is deemed to be the minimum acceptable level of performance, and as the target is stretched, the maximum can only be reached if truly exceptional performance is attained. The payout curve for senior management is currently set as follows:

 

 

Recurring EBITDA vs. target

Payout

<85%

0%

85%

30%

93%

90%

100%

100%

106%

110%

113%

150%

 

 

The target set for 2018 REBITDA again implied a double-digit increase on the previous year’s target, at constant exchange rates.

As the bonus calculation is based on a double multiplier, a CPM of 0% results in there being no bonus payout, regardless of individual performance.

The Individual Performance Multiplier (“IPM”) is defined considering the extent to which annual objectives have been met as well as the behaviors demonstrated by the individual, evaluated against UCB’s Patient Value principles. Again, the IPM can be zero if individual performance and/or behaviors fall below acceptable levels and can reach a maximum of 175% for truly exceptional performance. While the double multiplier approach could result in a maximum bonus of 262.5% of target, the overall bonus opportunity will be capped at 175% for the Executive Committee as from 2019 (see section 3.7.4 for more details).

The objectives for the CEO are proposed by the GNCC for approval by the Board of Directors. The GNCC proposes the Individual Performance Multiplier (“IPM”) for the CEO to the Board based on the performance assessment at the end of the year. The CEO proposes the IPM for each of the other Executive Committee members to the GNCC for endorsement. In discussing individual performance the GNCC considers the achievement of the financial and quantitative objectives of the CEO as well as the non-financial aspects.

For the CEO and the Executive Committee the evaluation includes the extent to which the individuals have carried out their duties in line with UCB’s Patient Value principles and expected leadership behaviors.

Below are the criteria by which each Executive Committee member is evaluated:

  • Specific business achievements
  • Strategic input and vision
  • Team leadership
  • Executive Committee team membership
  • Impact

The target bonus is set at 90% of base salary for the CEO and 65% for the other Executive Committee members in line with market practices.

Variable compensation: Long-Term Incentives (LTI)

To ensure sustainable performance, our Upper Management remuneration practice links a significant portion of equity-based compensation to mid-term and long-term company financial and non-financial strategic goals. The LTI program is benchmarked against European biopharmaceutical company practices. Our current program is a three-tiered incentive program which includes a stock option plan, a free share plan (stock award) and a performance share plan. Stock awards, that vest based on time-based criteria will no longer be part of the LTI mix for our Executive Committee as of 2019, and will be replaced by performance shares, to ensure a higher company performance driven focus (see section 3.7.4 for more details). Eligibility for participation in the LTI Plans is at the Board’s discretion.

The long-term incentive target is expressed as a percentage of base pay. At target levels long-term incentives represent 140% of base pay for the CEO and 80% for the other Executive Committee members. The actual grant size is adjusted in view of individual performance considering a mix of short-term achievements and the impact on long-term value creation. The resulting value is translated into a number of long-term incentives using the binomial value of each award and spread across our long-term incentive vehicles based on the following allocation.

See section 3.7.4 for details on future changes, as from 2019, to this allocation.

Stock options

The Stock Option Plans allow the beneficiary to purchase a UCB share at a certain price following the defined vesting periods. The vesting period is typically three years from the date of grant but can be longer depending on local practices. Once vested, stock options can be exercised when the share price exceeds the grant price and thus executives are incentivized to increase the share price over the vesting period. In the U.S., Stock Appreciation Rights are granted instead of stock options. These follow the same vesting rules as the Stock Option Plans but are settled in cash rather than in shares according to the appreciation in value of UCB stock. All stock options and stock appreciation rights expire on their tenth anniversary from the date of grant. The grant price is fixed on the grant date without further discount on the underlying UCB share price. For executives holding a Belgian contract taxes are due at the moment of grant based on the underlying value of the options.

Stock awards

The Stock Award Plans provide conditional rights to UCB common stock fulfilled upon remaining in employment with UCB three years after the grant date, when the award vests. Executives are incentivized to increase the company share price over the vesting period to optimize the value of their stock awards at the moment of vesting. In some countries delivery of the award may also be made in phantom shares (an award the value of which is based on the evolution of the share price but which is settled in cash on a pre-determined vesting date) depending on the local legislative environment. This LTI vehicle will no longer be available to Executive Committee members as from 2019 (see section 3.7.4).

Performance share plan

The Performance Share Plan aims at rewarding senior executives for specific achievements aligned with company strategic priorities. Performance shares are grants of UCB common stock to the executive group for which certain pre-established company-wide targets must be met at the time of vesting to trigger payout. The performance criteria and targets are defined by the Board upon proposal of the GNCC at the time of grant. The metrics used in this plan must be relevant to company and stakeholders interests while being within the influence and control of our executives. They also must be measurable over the plan’s time horizon.

The vesting period is three years. The number of shares awarded is adjusted at the end of the vesting period based on the company’s performance against its goals. If actual company performance is below a specified threshold or the beneficiary leaves prior to vesting then no shares are awarded. The maximum award is 150% of the original grant which is due if results are significantly above the original targets. The target is set at a level which is sufficiently stretched and the maximum is linked to performance that would be considered exceptional.

The 2018 grant was based on the following performance criteria to be measured at the end of 2020:

The choice of metrics captures UCB’s growth and financial health while rewarding the advancement of a differentiated pipeline and with a highly engaged workforce. The performance criteria are evaluated regularly to ensure maximum alignment with company priorities.

As from 2019, the criteria used within the Performance Share plan will be reduced from 4 to 2 (see section 3.7.4). A sharper focus on cashflow generation and revenue growth will ensure a continued emphasis on growth and sustainability, so that we can continue to invest in innovative solutions for patients.

Employee stock purchase plan (U.S. Only)

The Employee Stock Purchase Plan provides employees with an opportunity to purchase UCB common shares with a 15% discount. The plan has been established as a means of further aligning the interests of the employees with those of UCB’s shareholders.

Pensions

As the Executive Committee is international in composition the members participate in the pension plans available in their country of contract. Each plan varies in line with the local competitive and legal environment. All defined benefit plans at UCB are either frozen or closed to new entrants to the extent feasible. Any new Executive Committee members would therefore automatically join either a defined contribution or cash balance plan.

Belgium

The Executive Committee members participate in a cash balance retirement benefit plan which is fully funded by UCB. The benefit at retirement age is the capitalization at a guaranteed rate of return of the employer’s annual contributions during affiliation with the plan. UCB contributes an amount equal to 9.15% of the annual base salary and target bonus. UCB also provides an annual guaranteed return of 2.5% increased by the Belgian health index (to a minimum defined by the Belgian legislation and with a maximum of 6%).

The Executive Committee members also participate in the UCB senior executive supplementary defined contribution plan. Contributions to the plan are twofold:

  • a company contribution linked to the actual corporate results as defined by the Board; and
  • a company contribution equal to 10% of their annual basic salary.

The CEO participates in the same plans applicable to the other Belgian-based Executive Committee members.

U.S.

Members participate in the UCB Retirement Savings Plan. The plan is composed of qualified and non-qualified components. UCB’s total contribution under the plan ranges from 3.5%-9% of annual pay based on age. Contributions up to the Internal Revenue Services (“IRS”) limits are made in the qualified part of the plan.
Contributions above this IRS limit are made in the non-qualified component.

The Executive Committee members can also participate in a deferred compensation plan which is fully funded by the employees. Participants contribute on individual basis and can defer salary and/or bonus.

Germany

Detlef Thielgen and Iris Löw-Friedrich are covered by a closed defined benefit pension plan. The plan promises pensions in case of retirement, disability and death. Benefits in case of retirement and disability amount to 50% of the last annual base salary before retirement or disability. Alexander Moscho, who joined UCB in 2017, has a defined contribution pension plan.

Other remuneration elements

Members of the Executive Committee also participate in an international healthcare plan and to an executive life insurance. Executive Committee members are also provided with certain executive perquisites such as a company car and other benefits in kind. All these elements are disclosed in the below section Compensation of the Chief Executive Officer and the Executive Committee. The remuneration policy for the members of the Executive Committee is extensively described in UCB’s Charter of Corporate Governance (under 5.4.) available on UCB website.

Termination arrangements

Given the international character of our Executive Committee as well as the dispersal of our various activities across different geographies our members have agreements governed by different legal jurisdictions.

A Belgian service contract was established during 2014 for Jean-Christophe Tellier and maintains similar termination conditions to those that were in place under his previous U.S. employment agreement comprising a lump sum equal to 18 months base compensation plus the average of the actual bonuses paid for the three previous years in case the contract is terminated by the company or in case of a change of control of UCB.

Several Executive Committee agreements (Emmanuel Caeymaex, , Iris Löw-Friedrich and Detlef Thielgen) were signed before the entry into force of the Belgian Corporate Governance law of 6 April 2010 which limits the level of termination indemnities.

Detlef Thielgen and Emmanuel Caeymaex have no specific termination provisions in their Belgian contracts. In case of involuntary termination, local employment law and practices would apply.

Jean-Luc Fleurial, Dhavalkumar Patel, Pascale Richetta, Bharat Tewarie and Charl van Zyl have Belgian employment contracts and each has a termination clause which would entitle them to a severance payment of 12 months base salary and bonus in case the contract is terminated by the company or in case of a change of control of UCB.

Iris Löw-Friedrich and Alexander Moscho both have a German employment agreement which provides a six months’ notice period and a termination indemnity equal to one-year base salary and bonus.

Anna Richo is covered by a U.S. employment agreement which contains a clause allowing for a severance payment equal to 18-month base salary and bonus should there be an involuntary termination of the employment agreement or in case of change of control in UCB.

Jeff Wren, who holds a U.S. employment agreement, has a termination clause which would entitle him to a severance payment of 12 months base salary in case the contract is terminated by the company.

Anna Richo decided to leave UCB as of 2 January 2019. No severance payment was due.

3.7.4 Remuneration policy as of 2019

UCB is currently reviewing its reward philosophy and as a result some changes are foreseen for 2019 to our Executive Committee remuneration. These changes are driven by several key factors:

  • enhance the link between pay and performance (company and individual);
  • ensure closer alignment to market best practices; and
  • set incentive plan criteria that reflect the priorities of “Accelerate and Expand”, the phase of our strategy that we are now entering.

The proposed changes that will apply as from 2019 for our Executive Committee members include:

  • a reduction in the cap on bonus payouts from 262% to 175% of target, better aligning to market best practices;
  • changes in the Performance Share plan criteria, simplifying these from four criteria currently to two focused criteria: Adjusted Operating Cashflow and Cumulative Revenue Growth. With these criteria we intend to drive sustained revenue growth, as we accelerate our patient reach, while cashflow generation enables investment in the future, as we develop and expand our assets for future Patient Value; and
  • at the same time we will change the long-term incentive mix, by removing stock awards and increasing the emphasis on performance shares. This ensures that vesting of LTI is increasingly linked to the achievement of strategic priorities.

The GNCC will continue to monitor our Executive remuneration practices and make recommendations that align these to our reward strategy.

3.7.5 Compensation of the Chief Executive Officer and the Executive Committee

The remuneration of the CEO as described above is composed of base salary short-term and long-term incentives as well as perquisites and benefits. In addition, he is entitled to a director fees as Board member of UCB SA. The remuneration granted directly or indirectly to the CEO by UCB or any other of its affiliates in 2018 amounted to:

  • Base salary: € 1 072 376;
  • Short-term incentive (bonus) paid in 2019 and relating to the financial year 2018: € 1 246 446;
  • Long-term incentives (number of UCB shares and options): see section below;
  • Other components of the remuneration such as the cost of pension and insurance coverage, the value of fringe benefits and other contractual obligations: € 949 475 thereof € 358 438 being the retirement benefit (based on service cost).

The CEO’s total compensation (base salary + bonus + LTI) for 2018 amounts to € 4 282 762 (excluding pension contributions and other benefits).

Other members of the Executive Committee

The amount of compensation stated below reflects the amount the Executive Committee members have earned in 2018 based on their effective period in service as Executive Committee members (see above section “Composition of the Executive Committee”).

The remuneration and other benefits granted directly or indirectly on a global basis to all the other members of the Executive Committee by the company or any other affiliate belonging to the group in 2018 amount to:

  • Base salaries (earned in 2018): € 6 046 908;
  • Short-term incentive (bonus) paid in 2019 and relating to financial year 2018: € 4 013 977;
  • Long-term incentive (number of UCB shares and options): see section below;
  • Other components of the remuneration such as the cost of pension and insurance coverage, the value of other fringe benefits and other contractual obligations: € 4 463 286 thereof € 2 915 504 being the amount of retirement benefit (based on service cost).

The aggregated Executive Committee compensation (base salary + bonus + LTI) for 2018 amounts to: € 16 141 847 (excluding pension contributions and other benefits).

Long-term incentives granted in 2018

 

 

 

 

 

 

 

 

 

Stock options1

Binomial Value Stock Option2

Stock awards3

Binomial Value Stock Awards4

Performance shares5

Binomial Value Perfomance Shares6

Total Binomial Value LTI7

1

Number of rights to acquire one UCB share at a price of € 66.18 between 1 April 2021 and 31 March 2028 (between 1 January 2022 and 31 March 2028 for Jean-Christophe Tellier, Emmanuel Caeymaex, Jean-Luc Fleurial, Dhaval Patel, Pascale Richetta, Bharat Tewarie, Detlef Thielgen and Charl van Zyl). Number of rights to benefit from the increase in share price between grant and exercise with an exercise price of € 66.18 between 1 April 2021 and 31 March 2028 for Anna Richo and Jeff Wren.

2

The value of the 2018 stock options has been calculated based on the binomial methodology at € 13.21 as defined by Willis Towers Watson.

3

Number of UCB shares (or phantom shares) to be delivered for free after a vesting period of three years if still employed by UCB

4

The value of the April 1st, 2018 stock awards has been calculated based on the binomial methodology at € 54.65 per share award as defined by Willis Towers Watson.

5

Number of UCB shares (or phantom shares) to be delivered for free after a vesting period of three years if still employed by UCB and upon fulfillment of predefined performance conditions.

6

The value of the 2018 performance shares has been calculated based on the binomial methodology at € 33,09 per performance share.

7

Binomial valuation: an objective technique for pricing long-term incentives and which determines a fair value of the stock price over the life of a long-term incentive,

Jean-Christophe Tellier

44 741

591 029

12 561

686 459

20 745

686 452

1 963 939

Emmanuel Caeymaex

11 741

155 099

3 296

180 126

5 444

180 142

515 367

Jean-Luc Fleurial

7 519

99 326

2 111

115 366

3 486

115 352

330 044

Iris Löw-Friedrich

14 472

191 175

4 063

222 043

6 710

222 034

635 252

Alexander Moscho

8 647

114 227

2 428

132 690

4 009

132 658

379 575

Dhaval Patel

15 273

201 756

4 288

234 339

7 082

234 343

670 439

Pascale Richetta

13 088

172 892

3 675

200 839

6 069

200 823

574 554

Anna Richo

16 883

223 024

4 740

259 041

7 828

259 029

741 094

Bharat Tewarie

10 734

141 796

3 014

164 715

4 977

164 689

471 200

Detlef Thielgen

15 166

200 343

4 258

232 700

7 032

232 689

665 731

Charl van Zyl

13 929

184 002

3 911

213 736

6 459

213 728

611 467

Jeff Wren

11 077

146 327

3 110

169 962

5 136

169 950

486 239

Long-term incentives vesting in 2018

Below is a schedule showing the long-term incentives granted to the Executive Committee members in previous years (reported in previous annual reports) and which have vested or have been exercised during the calendar year 2018 (not to be aggregated with the information in the above table which details the long-term incentives granted in 2018).

 

 

 

 

 

 

 

 

 

Stock options

Stock awards

Performance shares

 

Number vested (not exercised)3

Number exercised4

Number vested

Total value upon vesting (€)

Total number of shares vested

Shares vested (% of granted shares)5

Total value upon vesting (€)

1

In 2015, Jean-Christophe Tellier and Bharat Tewarie were granted stock options in Belgium. Those options vest in January 2019.

2

Jean-Luc Fleurial, Charl van Zyl, Alexander Moscho, Dhaval Patel and Pascale Richetta joined UCB after the 2015 LTI grant.

3

The stock options granted to Iris Löw-Friedrich on 1 April 2015 vested on 1 April 2018 and have an exercise price of € 67.35. The stock appreciation rights granted to Anna Richo and Jeff Wren on 1 April 2015 vested on 1 April 2018 and have an exercise price of € 67.35. The stock options granted to Detlef Thielgen and Emmanuel Caeymaex on 1 April 2014 vested on 1 January 2018 and have an exercise price of € 58.12.

4

Emmanuel Caeymaex exercised stock options granted to him on April 1, 2012 and on April 1, 2013 with an exercise price of € 32.36 and of € 48.69. Iris Löw-Friedrich exercised stock options granted to her on April 1, 2008 and on April 1, 2009 with an exercise price of € 22.01 and € 21.38. Anna Richo exercised Stock Appreciation Rights granted to her on April 1, 2014 and on April 1, 2015 with an exercise price of € 58.12 and of € 67.35.

5

The Performance Shares granted in 2015 were paid out at 118% based on the results achieved vs. the performance conditions set at grant.

Jean-Christophe Tellier1

 

 

10 058

669 159

20 754

118%

1 629 320

Emmanuel Caeymaex

5 745

4 500

1 975

131 397

4 076

118%

320 009

Jean-Luc Fleurial2

 

 

1 500

118 710

 

 

 

Iris Löw-Friedrich

15 521

22 000

3 336

220 309

6 883

118%

536 377

Alexander Moscho2

 

 

3 000

235 470

 

 

 

Dhaval Patel2

 

 

7 500

588 675

 

 

 

Pascale Richetta2

 

 

15 000

1 046 700

 

 

 

Anna Richo

14 874

30 308

3 196

212 630

6 594

118%

517 670

Bharat Tewarie1

 

 

2 414

160 603

4 982

118%

391 130

Detlef Thielgen

17 785

 

3 787

251 949

7 814

118%

613 473

Charl van Zyl2

 

 

 

 

 

 

 

Jeff Wren

10 456

 

2 246

149 426

4 635

118%

363 853

2019 Long-term incentive grant

UCB’s policy is to grant a number of long-term incentives based on the individual performance for the performance year while also considering individual impact on long-term value creation. The grant is made on 1 April, following the close of the performance year. The grant size is based on a valuation and share price defined in the policy. The actual grant value is only known on 1 April based on the share price on that day. Below can be found the number of options and performance shares to be granted on 1 April 2019. The resulting grant value will be reported in next year’s remuneration report.

 

 

 

 

Stock options 2019

Performance shares 2019

Jean-Christophe Tellier

39 623

27 735

Emmanuel Caeymaex

10 499

7 349

Jean-Luc Fleurial

8 405

5 883

Iris Löw-Friedrich

10 739

7 517

Alexander Moscho

8 922

6 245

Dhaval Patel

14 142

9 899

Pascale Richetta

10 700

7 489

Bharat Tewarie

6 337

4 436

Detlef Thielgen

11 084

7 759

Charl van Zyl

12 336

8 635

Jeff Wren

8 590

6 012