Ansaldo STS has developed and set the rules for:

  • a medium-term stock grant incentive plan;
  • a long-term cash incentive plan.

These plans are part of an array of short-, medium- and long-term incentives that represent a significant component of the Group’s total management compensation.
The incentive plans are furthermore structured so as to tie significant portions of a manager's compensation to the achievement and improvement of financial parameters and to strategic objectives particularly important for creating value at Group level.

Moreover, on 23 April 2010, the Shareholders’ meeting of Ansaldo STS SpA approved for the 2010-2012 three-year period an additional Stock Grant Plan intended for a maximum number of 50 resources playing a key role in relevant projects that are considered to be strategic for the Group and vital to the achievement of the economic and financial goals of the company.

The plan, mainly intended for middle managers, aimed at strengthening the sense of belonging to the company, at further improving the feeling of the connection between performance and remuneration, and at encouraging the retention of the resources that are considered to be important for the achievement of the ambitious company objectives.

2011 Stock grant plan

On 18 February 2011, a stock grant plan was approved by the Remuneration Committee (subsequently ratified by the Shareholders’ Meeting of 5 April 2011) for a maximum of 59 resources plus the CEO with a duration substantially in line with the 2008-2010 plan as well as the same objectives (VAE, FOCF and share performance versus the Ftse IT All Share).
The choice of an annual plan is motivated by the fact that in the course of 2011 the rules governing the incentive plans based on financial instruments were being defined by the Italian Stock Exchange. This will allow to prepare in 2012 a plan with a longer duration and consistently with the provision to be enacted by the Italian Stock Exchange.

2008-2010 Stock grant plan

With reference to the stock grant plan, the Group proceeded with verifying the achievement of the objectives to which the assignment of the quota related to 2010 had been tied.
The three objectives in relation to EVA, Free Operating Cash Flow and share performance versus the Ftse All Share, and relating to the 2010 financial year, were achieved in full.
Accordingly, as provided for by the plan rules, 100% of the shares originally intended for assignment were assigned to the persons entitled thereto, increased by 40% following the first and second tranche of the free share capital increase resolved by the Shareholders’ meeting of Ansaldo STS on 23 April 2010.
The total shares owing to the beneficiaries were equal to 538,921, but the shares actually delivered on 1 December 2011 were 400,394, as a result of the shares withheld at the Italian participants for tax purposes.

2008-2010 Cash incentive plan – 2010 tranche

The 2008-2010 cash plan for 2010 involves three executives of Ansaldo STS and its subsidiaries (the Chief Executive Officer and two managers who are key in the achievement of the Group’s strategic and business/financial objectives).
The three-year plan provides for the payment of a cash sum, up to a maximum of annual gross remuneration (RAL), linked to the achievement of previously assigned objectives.
The objectives set for 2010 were all achieved.
The two objectives set, that for the acquisition of Orders of the company or of the Group compared with the average margin, and that for the share performance vis-à-vis FTSE IT All Share, were achieved, except for the USA orders.
The plan also has different access thresholds for the various managers that were achieved, consistently with the responsibilities assigned. In April 2011, the incentive shares accrued were assigned to the relevant managers.

2009-2011 Cash incentive plan – 2010 tranche

The 2009-2011 cash plan for 2010 involves three executives of Ansaldo STS and its subsidiaries (the Chief Executive Officer and two managers who are key in the achievement of the Group’s strategic and business/financial objectives).
The three-year plan provides for the payment of a cash sum, up to a maximum of annual gross remuneration (RAL), linked to the achievement of previously assigned objectives.
The Group proceeded with verifying the achievement of the objectives set for 2010.
The two objectives set, that for ROE and that for the Ansaldo STS share performance vis-à-vis FTSE IT All Share, were achieved.
The plan also has different access thresholds for the various managers that were achieved, consistently with the responsibilities assigned. In April 2011, the incentive shares accrued were assigned to the relevant managers.

2010-2012 Cash incentive plan – 2010 tranche

The 2010-2012 cash plan for 2010 involves five executives of Ansaldo STS and its subsidiaries (the Chief Executive Officer and two managers who are key in the achievement of the Group’s strategic and business/financial objectives).
The three-year plan provides for the payment of a cash sum, up to a maximum of annual gross remuneration (RAL), linked to the achievement of previously assigned objectives.
The Group proceeded with verifying the achievement of the objectives set for 2010.
The two objectives related to the performance of the Ansaldo STS stock and to the ROA were not achieved; accordingly the shares were not assigned.

2010-2012 stock grant plan – 2010 tranche

With reference to the 2010-2012 stock grant plan, the Group proceeded with verifying the achievement of the objectives to which the assignment of the quota related to 2010 had been tied.
The EBIT, objective shared by all the participants, that had an incidence of 30%, was not achieved, while seven project milestones out of nine, stretched over several participants, were reached.
Accordingly, as provided for by the plan rules, 70% of the shares originally intended for assignment were assigned to the 26 out of 30 persons entitled thereto, increased by 40% following the first and second tranche of the free share capital increase, resolved by the Shareholders’ meeting of Ansaldo STS on 23 April 2010.
The total shares owing to the beneficiaries were equal to 14,215, but the shares actually delivered on 1 December 2011 were 11,543, as a result of the shares withheld at the Italian participants for tax purposes.

Registered Office: 16151 Genoa Via Paolo Mantovani, 3 - 5
Paid-in Share Capital EUR 70,000,000 R.E.A. n. 421689 Register of Enterprises of Genoa Tax Code 01371160662
A Finmeccanica Company