from the Chair of the Board
and the President and CEO
Alan N. MacGibbon, P.C., O.C.
Chair of the Board
|
Marc Parent, C.M.
President and Chief Executive Officer
|
This summary highlights some of the important information you will find in this Management Proxy Circular ("Circular"). These highlights do not contain all the information that you should consider, and you should read this entire Circular before voting your Shares.
Voting Matter
|
Board Vote Recommendation
|
Page Reference for More Information
|
Election of 13 Directors
|
FOR each nominee
| 7 |
Appointing PricewaterhouseCoopers LLP (PwC) as Auditors |
FOR
| 9 |
Advisory Vote on Executive Compensation
|
FOR
| 10 |
Approving CAE's Omnibus Incentive Plan and Ratifying Conditional Grants |
FOR
| 11 |
of the Following Ways
Our Executive Compensation Best Practices
| |
Minimum threshold levels of corporate performance to be met to allow for payments under the annual and long-term incentives | |
Caps on annual bonuses and Performance Share Units ("PSU") payout factors
| |
Balanced mix of short, medium and long-term compensation
| |
Pensionable earnings based on actual years served
| |
Change of control severance limited to two times salary and bonuses
| |
Clawback policy
| |
Minimum share ownership and option profit retention guidelines
| |
Anti-hedging policy
| |
Post-employment holding for CEO NEW
| |
Double trigger vesting in case of change of control NEW
|
Our Corporate Governance Best Practices
| |
Number of Director nominees
|
13
|
Number of non-employee Independent Director nominees
|
12/13
|
Board Committee members (including the Governance Committee, which is responsible for recommending new Directors to join the Board) are all independent.
| |
Average age of Director nominees
|
62
|
Annual election of Directors
| |
Other Board commitments and interlocks policy
| |
Separate Chair and CEO roles
| |
Director tenure and age term limits
| |
Share ownership requirements for Directors and executives
| |
Board orientation/education program
| |
Number of Board meetings held during FY2023
|
10
|
Number of financial experts on the Audit Committee
|
2
|
Code of Business Conduct
| |
Annual advisory vote on executive compensation
| |
Formal Board and Committee evaluation processes
| |
No dual-class shares
| |
Diversity targets on the Board and in executive officer positions
| |
Enterprise risk management oversight including ESG matters
|
Name | Age | Director Since | Position | Independent | Committee Memberships | Board and Committee Attendance FY2023 | Other Public Boards |
Ayman Antoun
|
57
|
2022
|
Corporate Director
|
YES
|
HRC
|
100%
|
N/A
|
Margaret S. (Peg) Billson
|
61
|
2015
|
Corporate Director
|
YES
|
GC (Chair), HRC
|
100%
|
1
|
Sophie Brochu1
|
60
|
N/A
|
Corporate Director
|
YES
|
N/A
|
N/A
|
1
|
Elise Eberwein
|
58
|
2022
|
Corporate Director
|
YES
|
Audit, HRC
|
100%
|
N/A
|
Marianne Harrison
|
59
|
2019
|
Corporate Director
|
YES
|
Audit (Chair), GC
|
94%
|
N/A
|
Alan N. MacGibbon
|
67
|
2015
|
Corporate Director
|
YES
|
N/A
|
93%
|
1
|
Mary Lou Maher2
|
63
|
2021
|
Corporate Director
|
YES
|
Audit, HRC
|
100%
|
2
|
François Olivier
|
58
|
2017
|
Corporate Director
|
YES
|
Audit, GC
|
100%
|
1
|
Marc Parent
|
62
|
2008
|
President and CEO, CAE
|
NO
|
N/A
|
100%
|
1
|
Gen. David G. Perkins, USA (Ret.)
|
65
|
2020
|
Corporate Director
|
YES
|
HRC, GC
|
100%
|
1
|
Michael E. Roach
|
71
|
2017
|
Corporate Director
|
YES
|
Audit, GC
|
100%
|
1
|
Patrick M. Shanahan
|
61
|
2022
|
Corporate Director
|
YES
|
Audit, GC
|
100%
|
2
|
Andrew J. Stevens
|
66
|
2013
|
Corporate Director
|
YES
|
HRC, GC
|
95%
|
N/A
|
Certain Defined Terms
In this document, referred to as this "Circular", the terms "you" and "your" refer to the Shareholder, while "we", "us", "our", "Company" and "CAE" refer to CAE Inc. and where applicable, its subsidiaries. |
All amounts referred to in this Circular are presented in Canadian dollars, unless otherwise stated. In a number of instances in this Circular, including with respect to calculation of the in-the-money value of stock options denominated in Canadian dollars, information based on our Share price has been calculated on the basis of the Canadian dollar. |
This document includes non-IFRS financial measures, non-IFRS ratios, capital management measures and supplementary financial measures. These measures are not standardized financial measures prescribed under IFRS and therefore should not be confused with, or used as an alternative for, performance measures calculated according to IFRS. Furthermore, these measures should not be compared with similarly titled measures provided or used by other issuers. Management believes that these measures provide additional insight into our operating performance and trends and facilitate comparisons across reporting periods.
Definitions of all non-IFRS and other financial measures are provided in Appendix B of this document to give the reader a better understanding of the indicators used by management. In addition, when applicable, this document may include a quantitative reconciliation of the non-IFRS and other financial measures to the most directly comparable measure under IFRS. Refer to Appendix B of this document for references where these reconciliations are provided.
|
Information Currencys
The information in this Circular is current as of June 15, 2023 unless otherwise stated. |
Annual and Special Shareholders' Meeting
What the Meeting is About
|
You have the Right to Vote
| |
1 | Receive CAE Consolidated Financial Statements and the auditors' report for the fiscal year ended March 31, 2023; |
As a holder of record of common shares of CAE ("Shares") at the close of business on June 22, 2023, you are entitled to receive notice of and vote at the Meeting. You are asked to consider and to vote your Shares on items 2 to 5 and any other items that may properly come before the Meeting or any adjournment. If you are unable to attend the Meeting online and want to ensure that your Shares are voted, please submit your votes by proxy as described under "How to Vote Your Shares" in the accompanying Circular. To be valid, our transfer agent, Computershare Trust Company of Canada, must receive your proxy by 11:00 a.m. (Eastern Time) on August 4, 2023. If the Meeting is adjourned or postponed, Computershare must receive your proxy no later than 24 hours (excluding Saturdays, Sundays and holidays) prior to any such adjournment or postponement. Accompanying this Notice of Annual and Special Meeting is the Circular, which contains more information on the matters to be addressed at the Meeting. |
2 | Elect Directors who will serve until the end of the next annual Shareholders' meeting; | |
3 | Reappoint PricewaterhouseCoopers LLP as our auditors who will serve until the end of the next annual Shareholders' meeting and to authorize the Company's Board to fix the auditors' remuneration | |
4 | Vote, in an advisory, non-binding manner, on CAE's approach to executive compensation described in this Circular; | |
5 | Approve CAE's Omnibus Incentive Plan and ratify conditional grants; and | |
6 | Transact any other business that may properly come before the Meeting. | |
When
Wednesday, August 9, 2023 at 11:00 a.m. (ET)
|
Where
The meeting will be held online at https://web.lumiagm.com/460290549 |
Mark Hounsell General Counsel, Chief Compliance Officer and Corporate Secretary |
Proxyholders other than management
Shareholders desiring to appoint some person other than Alan N. MacGibbon, Marc Parent and Margaret S. (Peg) Billson as their representative at the Meeting may do so either by inserting such other person's name in the blank space provided or by completing another proper proxy form and, in either case, delivering the completed proxy to CAE's Corporate Secretary at 8585 Côte-de-Liesse, Saint-Laurent, Québec, H4T 1G6 or to Computershare Trust Company of Canada, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1 no later than 11:00 a.m. (Eastern Time) on August 4, 2023 (or, in the case of anadjournment or postponement, no later than 11:00 a.m. (Eastern Time) on the last business day preceding the day of such adjournment or postponement thereof).
|
13
Nominees
|
92.3%1
Independent
|
62
Average Age
|
98.1%
% Votes FOR in 2022 |
98.4%
Average Board Meeting Attendance
|
All of the following nominees, except for Sophie Brochu, are currently members of the Board of Directors, and have been recommended by the GC and the Board for election at the Meeting. Sophie Brochu will become a Director following her election at the Meeting.
| ||
- Ayman Antoun
- Margaret S. (Peg) Billson
- Sophie Brochu
- Elise Eberwein
- Marianne Harrison
|
- Alan N. MacGibbon
- Mary Lou Maher
- François Olivier
- Marc Parent, C.M.
- Gen. David G. Perkins
|
- Michael E. Roach
- Patrick M. Shanahan
- Andrew J. Stevens
|
The Board of Directors recommends that Shareholders vote FOR the election of the 13 nominated members of the Board.
|
Fee Type
|
2023 ($ millions) |
2022 ($ millions) |
1. Audit services
|
6.5
|
5.8
|
2. Audit-related services
|
0.2
|
0.1
|
3. Tax services
|
0.4
|
0.5
|
Total
|
7.1
|
6.4
|
The Board of Directors recommends that Shareholders vote FOR the appointment of PwC as CAE's auditors.
|
disclosed in this Management Proxy Circular''.
The Board of Directors recommends that Shareholders vote FOR the resolution set out above.
|
The Board of Directors recommends that Shareholders vote FOR the Omnibus Incentive Plan Resolution.
|
98.1%
|
92.3%1
|
62
|
4.17
|
98.4%
|
Average 2022 Votes FOR
|
Independent Directors
|
Average Age
|
Average Tenure2 (years)
|
Average Board Attendance
|
Ayman Antoun |
Age: 57
Oakville, Ontario, Canada
Independent Director since: 2022
Committees: Human Resources
Total Value of Compensation Received in FY2023: $151,624
Languages: English, Arabic
|
Experience
IBM- General Manager, Americas, which includes Canada, the United States and Latin America, and member of IBM's Performance Team consisting of IBM's top 50 executives globally (2020 - 2023); President, IBM Canada (2018 - 2020); held various senior executive sales leadership roles in Canada and the United States spanning Global Technology Services, Systems & Technology Group, Education Industry, Business Partners, and Global Sales Transformation (1988 - 2018)
|
Skills, Qualifications and Core Competencies
Knowledge of Industry developed while at IBM where he gained experience in software development, which is essential to CAE
Strategic Leadership and Management skills and experience obtained during his 35 years at IBM holding executive roles, including running IBM's largest geography (Americas) which covered all twelve major industries across fourteen countries
Information Technology / Cybersecurity / Digital expertise developed during his time at IBM where his roles had a focus on Infrastructure, Cloud, Cognitive Solutions, Security and Digital Reinvention software and hardware
Government Relations experience gained by leading IBM's public sector unit for more than eight years, serving as IBM Canada President, where he engaged with local, provincial and federal governments on a regular basis, and while serving as the partnership executive for the Canadian government for over ten years
|
Education
BS, Electrical Engineering, University of Waterloo
Graduate, Executive program in financial analysis, business management and strategic planning, Harvard Business School
|
2022 Voting Results
| ||
Votes For
|
99.87%
|
254,232,815
|
Votes Withheld
|
0.13%
|
323,802
|
Other Public Company Boards
| ||
None
| ||
Board and Committee Attendance1
| ||
Board of Directors
|
6 of 6
| 100% |
Human Resources Committee
|
3 of 3
| 100% |
Total
|
9 of 9
| 100% |
1. Mr. Antoun joined the Board and Human Resources Committee on August 10, 2022.
| ||
Share Ownership
| ||
June 5, 2023
|
June 3, 2022
| |
Shares
|
-
|
-
|
DSUs
|
5,820
|
-
|
Total
|
5,820
|
-
|
Market Value
|
$168,082
|
-
|
Minimum Ownership Requirement |
$400,000
|
N/A
|
% of Achievement2
|
42%
|
N/A
|
2. Mr. Antoun joined the Board on August 10, 2022 and must meet his required holdings over the five-year period from such date.
|
2022 Voting Results
| ||
Votes For
|
95.27%
|
242,527,719
|
Votes Withheld
|
4.73%
|
12,028,898
|
Other Public Company Boards
| ||
Arconic Corp. (2020 - present)
| ||
Skywest, Inc. (2007 - 2015)
| ||
Board and Committee Attendance
| ||
Board of Directors
|
10 of 10
| 100% |
Governance Committee (Chair)
|
3 of 3
| 100% |
Human Resources Committee
|
6 of 6
| 100% |
Total
|
19 of 19
| 100% |
Share Ownership
| ||
June 5, 2023
|
June 3, 2022
| |
Shares
|
-
|
-
|
DSUs
|
61,168
|
51,526
|
Total
|
61,168
|
51,526
|
Market Value
|
$1,766,532
|
$1,747,246
|
Minimum Ownership Requirement |
$400,000
|
$400,000
|
% of Achievement
|
442%
|
437%
|
Margaret S. (Peg) Billson |
Age: 61
Albuquerque, New Mexico, U.S.
Independent Director since: 2015
Committees: Governance (Chair), Human Resources
Total Value of Compensation Received in FY2023: $256,000
Languages: English
|
Experience
BBA Aviation-President & CEO, Aftermarket Services (2013 - 2016); President, Legacy Support (2009 - 2012)
Eclipse Aviation-President & General Manager of the Airplane Division (2005 - 2008)
Honeywell International-Vice-President & General Manager of Airframe Systems (2004 - 2005); Vice President & General Manager, Landing Systems (2002 - 2004); Vice President, Engine Systems Engineering and Program Management (1998 - 2001)
Douglas Aircraft Company-Vice President Program Manager (1995 - 1997); Vice President Technical Services (1993 - 1995); held various quality assurance, engineering, and program management roles of increasing responsibility (1984 - 1993)
|
Skills, Qualifications and Core Competencies
Knowledge of Industry gained as a veteran aviation business leader with over 35 years of experience leading technology rich companies and engineering sectors for BBA Aviation, Eclipse Aviation, Honeywell and Boeing (McDonnell Douglas)
Strategic Leadership and Management experienceand Human Resources / Compensation expertise gained while holding executive roles at Honeywell, Boeing (McDonnell Douglas) and BBA Aviation, and such roles have provided her with significant insight into human resources and compensation issues encountered by companies conducting business within the aerospace sector
R&D expertise developed while overseeing multiple full scale aircraft design and development programs such as the MD-11 at McDonnell Douglas and the EA-500 at Eclipse Aviation, as well as her responsibilities in product development at Honeywell
Manufacturing / Supply Chain expertise obtained through her extensive experience being accountable for the on-time manufacturing of airplanes and components
|
Education
BS, Aeronautical Engineering, Embry-Riddle Aeronautical University
MS, Engineering Aerospace, California State University Long Beach
|
2022 Voting Results
| ||
Votes For
|
N/A
|
N/A
|
Votes Withheld
|
N/A
|
N/A
|
Other Public Company Boards
| ||
Bank of Montreal (2011 - present)
| ||
Bell Canada (2010 - 2020)
| ||
BCE Inc. (2010 - 2020)
| ||
CGI Inc. (2019 - 2020)
| ||
Valener Inc. (2000 - 2019)
| ||
Énergir (formerly Gaz Metro) (2007 - 2019)
| ||
Board and Committee Attendance
| ||
Board of Directors
|
N/A
| N/A |
Total
|
N/A
| N/A |
Share Ownership1
| ||
June 3, 2022
| ||
Shares
|
-
| |
DSUs
|
-
| |
Total
|
-
| |
Market Value
|
-
| |
Minimum Ownership Requirement
|
N/A
| |
% of Achievement
|
N/A
| |
1. Ms. Brochu does not currently serve as a Director and will become a Director following her election at the Meeting.
|
Sophie Brochu |
Age: 60
Bromont, Quebec, Canada
Independent Director since: First time nominee (Independent1)
Committees: N/A
Total Value of Compensation Received in FY2023: N/A
Languages: English, French
|
Experience
Hydro-Québec-President and Chief Executive Officer (2020 - 2023)
Énergir (formerly Gaz-Métro)-President and Chief Executive Officer (2007 - 2019); Vice-President, Business Development and other executive roles (1997 - 2007)
Began her career as a financial analyst at Société québécoise d'initiatives pétrolières (SOQUIP) in 1987
|
Skills, Qualifications and Core Competencies
Strategic Leadership and Management experience gained while serving as CEO at Energir and Hydro Quebec
Human Resources / Compensation expertise gained during her service in CEO roles where she had ultimate oversight for succession planning, talent management and retention, and alignment of HR compensation programs with strategic orientations
Government Relationsexpertise gained from her over 35 years of deep experience with energy utilities and regulated entities, both in Canada and the US, which involve various and complex governmental relations, both at the political and administrative levels, which resulted in her extensive strategic understanding of public policies
ESG expertise through her over 25 years of experience in the deployment of health and safety programs, establishment of environmental frameworks, fostering of deep relationships with various stakeholders, and advancing of diversity and inclusion practices at the organizations that she oversaw
|
Education
BA, Economics, University of Laval
|
2022 Voting Results
| ||
Votes For
|
99.87%
|
254,228,700
|
Votes Withheld
|
0.13%
|
327,917
|
Other Public Company Boards
| ||
None
| ||
Board and Committee Attendance1
| ||
Board of Directors
|
6 of 6
| 100% |
Audit Committee
|
2 of 2
| 100% |
Human Resources Committee
|
3 of 3
| 100% |
Total
|
11 of 11
| 100% |
1. Ms. Eberwein joined the Board and Human Resources and Audit Committees on August 10, 2022.
| ||
Share Ownership
| ||
June 5, 2023
|
June 3, 2022
| |
Shares
|
14,500
|
-
|
DSUs
|
3,576
|
-
|
Total
|
18,076
|
-
|
Market Value
|
$522,035
|
-
|
Minimum Ownership Requirement |
$400,000
|
N/A
|
% of Achievement
|
131%
|
N/A
|
Elise Eberwein |
Age: 58
Scottsdale, Arizona, U.S.
Independent Director since: 2022
Committees: Human Resources, Audit
Total Value of Compensation Received in FY2023: $158,691
Languages: English
|
Experience
American Airlines, Inc. - Executive Vice President, People and Communications (2013 - 2022)
US Airways - Executive Vice President, People, Communications and Public Affairs (2005 - 2013)
America West Airlines - Vice President, Corporate Communications (2003 - 2005)
Served in key executive roles with Frontier Airlines and Western Pacific Airlines
Began her aviation career as a flight attendant
|
Skills, Qualifications and Core Competencies
Knowledge of Industry gained over her 35 years in the commercial aviation sector while working for six airlines, including several start-ups low-cost airlines and three major airlines: America West, US Airways, and American Airlines
Strategic Leadership and Management experience gained while in leadership roles at US Airways and American Airlines which also included being a member of the executive management team leading two major airline mergers with responsibility for the subsequent integration work
Human Resources / Compensation expertise gained through her roles leading all HR functions for more than 15 years, including serving as Chief Human Resources Officer for American Airlines, which resulted in her developing extensive executive compensation knowledge and talent development and succession planning experience
ESG expertise obtained while developing and leading the diversity and inclusion initiatives as part of her responsibilities as CHRO of American Airlines
|
Education
BA, Mass Communications, Lindenwood University
Executive MBA, Colorado State University
|
2022 Voting Results
| ||
Votes For
|
98.62%
|
251,048,760
|
Votes Withheld
|
1.38%
|
3,507,857
|
Other Public Company Boards
| ||
None
| ||
Board and Committee Attendance
| ||
Board of Directors
|
9 of 10
| 90% |
Audit Committee (Chair)
|
4 of 4
| 100% |
Governance Committee
|
3 of 3
| 100% |
Total
|
16 of 17
| 94% |
Share Ownership
| ||
June 5, 2023
|
June 3, 2022
| |
Shares
|
15,600
|
15,600
|
DSUs
|
28,706
|
18,875
|
Total
|
44,306
|
34,475
|
Market Value
|
$1,279,557
|
$1,169,047
|
Minimum Ownership Requirement |
$400,000
|
$400,000
|
% of Achievement
|
320%
|
292%
|
Marianne Harrison |
Age: 59
Boston, Massachusetts, U.S.
Independent Director since: 2019
Committees: Audit (Chair) (financial expert), Governance
Total Value of Compensation Received in FY2023: $261,000
Languages: English
|
Experience
Manulife Financial Corporation-President and Chief Executive Officer of John Hancock Life Insurance Company, the U.S. division of Manulife Financial Corporation and a member of Manulife's Executive Leadership Team (2017 - 2023); President and Chief Executive Officer of Manulife Canada, Manulife's Canadian Division (2013 - 2017); held several leadership positions across the company, including President and General Manager for John Hancock Long-Term Care Insurance, and Executive Vice President and Controller for Manulife (2003-2017)
TD Bank Group-Chief Financial Officer of Wealth Management after holding various other positions (1998 - 2003)
PwC-Senior Manager after holding numerous other positions (1986 - 1998)
|
Skills, Qualifications and Core Competencies
Strategic Leadership and Management experience gained while running all aspects of the P&L and serving as President and CEO of both John Hancock and Manulife Canada
Finance / Accounting expertise developed during over 35 years in the financial industry including roles as Auditor for PWC; Corporate Controller Manulife Financial; and CFO Wealth Management TD Bank and was recognized by her election as a Fellow of the Profession, the highest designation for professional achievement conferred by the Chartered Professional Accountants of Ontario
Risk Management experience gained throughout her career in financial services and as an active member of the Segment Risk Committee while serving as President and CEO John Hancock and Manulife Canada
Capital Markets / M&A experience gained at Manulife Financial, where she was an active participant during mergers with both John Hancock and Standard Life, and the divestiture of Signature Services by John Hancock, as well as through having responsibility for the use of capital to ensure risk adjusted returns and company hurdle rates are met in both Canada and the US Segment
|
Education
BA, English, University of Western Ontario
Diploma in Accounting, Wilfrid Laurier University
|
2022 Voting Results
| ||
Votes For
|
96.03%
|
244,446,475
|
Votes Withheld
|
3.97%
|
10,110,142
|
Other Public Company Boards
| ||
TD Bank (2014 - present)
| ||
Board and Committee Attendance1
| ||
Board of Directors
|
9 of 10
| 90% |
Audit Committee
|
2 of 2
| 100% |
Human Resources Committee
|
3 of 3
| 100% |
Total
|
14 of 15
| 93% |
1. Mr. MacGibbon was appointed Chair of the Board on August 10, 2022. As a result, he stepped down from the Audit and Human Resources Committees. As Chair of the Board, Mr. MacGibbon attends all Committee meetings.
| ||
Share Ownership
| ||
June 5, 2023
|
June 3, 2022
| |
Shares2
|
4,088
|
4,088
|
DSUs
|
69,709
|
56,633
|
Total
|
73,797
|
60,721
|
Market Value
|
$2,131,257
|
$2,059,049
|
Minimum Ownership Requirement3
|
$900,000
|
$400,000
|
% of Achievement
|
237%
|
515%
|
2. 1,011 of these Shares are owned beneficially by Mr. MacGibbon's spouse, under the direction of Mr. MacGibbon.
3. Mr. MacGibbon's minimum ownership requirement increased to $900,000 following his appointment as Chair of the Board on August 10,2022.
|
Alan N. MacGibbon
Chair of the Board
|
Age: 67
Toronto, Ontario, Canada
Independent Director since: 2015
Total Value of Compensation Received in FY2023: $345,298
Languages: English
|
Experience
Deloitte LLP Canada- Senior Counsel (2012 - 2013); Managing Partner and Chief Executive and served on the Executive and Global Board of Directors of Deloitte Touche Tohmatsu Limited (2004 -2012); Global Managing Director, Quality, Strategy and Communications of Deloitte Touche Tohmatsu Limited (2011 - 2012)
|
Skills, Qualifications and Core Competencies
Strategic Leadership and Management experience gained while serving as Managing Partner and CEO of Deloitte, where he was responsible for leading and managing the largest Canadian professional services firm with a partnership of over 800 partners and more than 8,000 employees
Finance / Accounting expertise developed during his almost 35-year career at Deloitte, a leading global provider of audit and assurance, consulting, financial advisory services
Risk Management experience gained through his roles at Deloitte where he advised large enterprises about the management of their risks
Human Resources / Compensation expertise obtained while being Managing Partner and CEO of Deloitte Canada, where he dealt extensively with human resources and compensation issues as he had oversight of the succession planning and annual compensation planning and execution for all partners
|
Education
BBA, University of New Brunswick
Chartered Professional Accountant
Chartered Accountant
|
2022 Voting Results
| ||
Votes For
|
97.18%
|
247,367,289
|
Votes Withheld
|
2.82%
|
7,189,328
|
Other Public Company Boards
| ||
Canadian Imperial Bank of Commerce (2021 - present)
| ||
Magna International Inc. (2021 - present)
| ||
Board and Committee Attendance
| ||
Board of Directors
|
10 of 10
| 100% |
Audit Commitee
|
4 of 4
| 100% |
Human Resources Committee
|
6 of 6
| 100% |
Total
|
20 of 20
| 100% |
Share Ownership
| ||
June 5, 2023
|
June 3, 2022
| |
Shares
|
6,500
|
4,500
|
DSUs
|
9,775
|
3,443
|
Total
|
16,275
|
7,943
|
Market Value
|
$470,022
|
$269,347
|
Minimum Ownership Requirement |
$400,000
|
$400,000
|
% of Achievement
|
118%
|
67%
|
Mary Lou Maher |
Age: 63
Toronto, Ontario, Canada
Independent Director since: 2021
Committees: Audit (financial expert), Human Resources
Total Value of Compensation Received in FY2023: $247,000
Languages: English
|
Experience
KPMG Canada-Canadian Managing Partner, Quality and Risk and Global Head of Inclusion and Diversity KPMG International (2017 - 2021); held various executive and governance roles, including Chief Financial Officer, Chief Inclusion and Diversity Officer and Chief Human Resources Officer (1983 - 2017)
|
Skills, Qualifications and Core Competencies
Finance / Accounting expertise developed during her many years at KPMG where she gained audit experience in retail, manufacturing, financial services (banking and brokerage), hospitality, healthcare and real estate and was recognized through her election as a Fellow of the Chartered Professional Accountants of Ontario
Human Resources / Compensation expertise gained while serving as Chief Human Resource Officer, Chief Inclusion and Diversity Officer and Global Head of Inclusion and Diversity at KPMG, where she created KPMG Canada's first ever National Diversity Council and was the executive sponsor of pride@kpmg
Risk Management experience gained while serving as a member of the KPMG Canadian Executive and Global Risk Management leadership teams, which are responsible for managing risk and legal matters for KPMG Canada including Enterprise Risk Management
ESG expertise obtained while at KPMG where she oversaw the talent development of their workforce and led their diversity, equity, and inclusion initiatives
|
Education
BCom, McMaster University
Fellow Chartered Professional Accountant
|
2022 Voting Results
| ||
Votes For
|
98.86%
|
251,664,205
|
Votes Withheld
|
1.14%
|
2,892,412
|
Other Public Company Boards
| ||
Fiera Capital Corp. (2022 - present)
| ||
Transcontinental Inc. (2008 - 2021)
| ||
Board and Committee Attendance
| ||
Board of Directors
|
10 of 10
| 100% |
Audit Committee
|
4 of 4
| 100% |
Governance Committee
|
3 of 3
| 100% |
Total
|
17 of 17
| 100% |
Share Ownership
| ||
June 5, 2023
|
June 3, 2022
| |
Shares
|
-
|
-
|
DSUs
|
45,002
|
35,700
|
Total
|
45,002
|
35,700
|
Market Value
|
$1,299,658
|
$1,210,587
|
Minimum Ownership Requirement |
$400,000
|
$400,000
|
% of Achievement
|
325%
|
303%
|
François Olivier |
Age: 58
Montreal, Quebec, Canada
Independent Director since: 2017
Committees: Audit, Governance
Total Value of Compensation Received in FY2023: $247,000
Languages: English, French
|
Experience
Transcontinental Inc.-President and Chief Executive Officer (2008 - 2021); joined in 1993 in the Printing Sector and rose through the ranks to ultimately take on the role of President of the Information Products Printing Sector, and then became Chief Operating Officer in 2007
Canada Packers-General Manager (1988 - 1993)
|
Skills, Qualifications and Core Competencies
Strategic Leadership and Management experience gained in driving profitable business growth through M&A and in managing large-scale manufacturing operations notably while in the roles of CEO and COO at Transcontinental, where he transformed the Canadian printing industry and made Transcontinental Canada's largest printer both a leader in flexible packaging in North America and a Canadian leader in its specialty media segments
International Markets experience obtained while CEO of Transcontinental, where he managed the multinational company with revenue of $3 billion and 9,000 employees operating in eight different countries
Capital Markets / M&A expertise developed during his time at Transcontinental, which included developing and transforming the company through multiple mergers and acquisitions activities
Manufacturing / Supply Chain experience gained while at Transcontinental, where he managed a network of 45 manufacturing locations in eight different countries
|
Education
BSc, McGill University
Graduate, Program for Management Development, Harvard Business School
|
Marc Parent, C.M. President and CEO |
Age: 62
Montreal, Quebec, Canada
Director since: 2008
Total Value of Compensation Received in FY2023: please refer to Section 7 - Executive Compensation - Compensation of our Named Executive Officers for details concerning Mr. Parent's compensation.
Languages: English, French
|
Experience
CAE Inc.-President and CEO (2009 - present); Executive Vice President and Chief Operating Officer responsible for all of CAE's business segments and new growth initiatives (2008 - 2009); Group President, Simulation Products and Military Training & Services (2006 - 2008); Group President, Simulation Products responsible for the Company's civil simulation products business as well as the design, manufacture and support of products for the Company's civil and military training businesses (2005 - 2006)
Bombardier Aerospace-Vice President and General Manager of Challenger 300, 604, and 850/870 programs as well as the CRJ 200 Regional Aircraft product line (2004 - 2005); Vice President and General Manager, U.S. Operations, with responsibilities encompassing Learjet facilities in Wichita and Tucson (2003 - 2004), Vice President and General Manager of Operations of the Toronto facility (2001 - 2003), Vice President, Operations of the de Havilland site in Toronto (2000 - 2001); Vice President Program Management for Product Development (1998 - 2000); Project Director responsible for the design, development and certification of the Q400 turboprop airliner (1995 - 1998)
|
Skills, Qualifications and Core Competencies
Deep Knowledge of Industry gained during more than 35 years of aerospace experience at Canadair, Bombardier and CAE
Strategic Leadership and Management experience developed in executive roles at Bombardier and CAE including as COO and CEO
Human Resources / Compensation expertise gained during his many years in leadership roles including in his capacity as President and CEO of CAE and as General Manager of sites in Canada and the US while with Bombardier, where he oversaw large workforces
Capital Markets / M&A experience gained while overseeing 36 M&A transactions, creating 19 joint ventures and multiple organic transactions of customer outsourcing since the start of his CEO tenure in 2009, which has resulted in realizing benefits of scale through synergy capture and best-of-breed technology consolidation
|
Education
Bachelor of Engineering, École Polytechnique de Montreal
Graduate, Harvard Business School Advanced Management Program
Active pilot holding a Transport Canada Airline Transport Pilot License
|
2022 Voting Results
| ||
Votes For
|
99.88%
|
254,247,882
|
Votes Withheld
|
0.12%
|
309,416
|
Other Public Company Boards
| ||
Telus Corporation (2017 - present)
| ||
Board and Committee Attendance1
| ||
Board of Directors
|
10 of 10
| 100% |
Total
|
10 of 10
| 100% |
1 Upon invitation of Board Committees, Mr. Parent attended all or a part of their meetings.
| ||
Share Ownership2
| ||
June 5, 2023
|
June 3, 2022
| |
Shares
|
354,879
|
314,063
|
FY2004 LTUs3
|
42,985
|
42,985
|
LTUs3
|
232,111
|
232,111
|
Total
|
629,975
|
589,159
|
Market Value
|
$18,193,678
|
$19,978,382
|
2 As President and CEO, Mr. Parent has a higher ownership target than an Independent Director (please refer to Section 7 - Executive Compensation - Compensation Discussion and Analysis - Compensation Governance - Executive Share Ownership Requirements for details concerning Mr. Parent's Share ownership requirements).
3 Please refer to Section 7 - Executive Compensation - Compensation Discussion and Analysis - Executive Compensation Programs - Long-Term Incentive Program Design - Inactive Equity-Based Plans with Legacy Participants for information about the FY2004 LTUs and the LTUs.
|
2022 Voting Results
| ||
Votes For
|
96.49%
|
245,614,203
|
Votes Withheld
|
3.51%
|
8,942,414
|
Other Public Company Boards
| ||
Oshkosh Corp. (2022 - present)
| ||
Board and Committee Attendance1
| ||
Board of Directors
|
10 of 10
| 100% |
Audit Committee
|
2 of 2
| 100% |
Governance Committee
|
2 of 2
| 100% |
Human Resources Committee
|
6 of 6
| 100% |
Total
|
20 of 20
| 100% |
1. Gen. Perkins stepped down from the Audit Committee and joined the Governance Committee on August 10, 2022.
| ||
Share Ownership
| ||
June 5, 2023
|
June 3, 2022
| |
Shares
|
-
|
-
|
DSUs
|
22,062
|
12,760
|
Total
|
22,062
|
12,760
|
Market Value
|
$637,151
|
$432,691
|
Minimum Ownership Requirement |
$400,000
|
$400,000
|
% of Achievement
|
159%
|
108%
|
General David G. Perkins
USA (Ret.)
|
Age: 65
Jackson, New Hampshire, U.S.
Independent Director since: 2020
Committees: Human Resources, Governance
Total Value of Compensation Received in FY2023: $247,000
Languages: English
|
Experience
US Army-Commander of the United States Army Training and Doctrine Command (TRADOC) (2014 - 2018); Commander, Combined Arms Center & Commandant, Command & General Staff College (2011 - 2014); Commander, 4th Infantry Division (2009 - 2011); joined in 1980
|
Skills, Qualifications and Core Competencies
Knowledge of Industry developed while serving for over 40-year in the US Army, including as the Training and Doctrine Command (TRADOC) commander, where he was responsible for developing and specifying the operational requirements for all US Army systems
Strategic Leadership and Management experience gained while serving and leading the US Army, which is one of the most complex and largest organizations in the world, and where under his leadership, TRADOC developed the Army's strategic concept of Multi-Domain Operations which has become a driver for future changes in operations and training, not only in the US Military, but around the world
Government Relations expertise developed while commanding TRADOC, which is responsible for designing, acquiring, building, and constantly improving the entire US Army in accordance with all policies and laws both in the US and internationally
Human Resources / Compensation experience based on running a recruiting organization that recruited and hired over 120,000 personnel annually and was then responsible for developing and implementing a talent management and leader development strategy for over 1.2 million personnel
|
Education
BS, U.S. Military Academy, West Point
MS, Mechanical Engineering, University of Michigan
Masters in National Security and Strategic Studies, U.S. Naval War College
|
2022 Voting Results
| ||
Votes For
|
98.86%
|
251,653,182
|
Votes Withheld
|
1.14%
|
339,369
|
Other Public Company Boards
| ||
CGI Inc. (2006 - present)
| ||
Board and Committee Attendance
| ||
Board of Directors
|
10 of 10
| 100% |
Audit Committee
|
4 of 4
| 100% |
Governance Committee
|
3 of 3
| 100% |
Total
|
17 of 17
| 100% |
Share Ownership
| ||
June 5, 2023
|
June 3, 2022
| |
Shares
|
-
|
-
|
DSUs
|
39,435
|
30,132
|
Total
|
39,435
|
30,132
|
Market Value
|
$1,138,883
|
$1,021,776
|
Minimum Ownership Requirement |
$400,000
|
$400,000
|
% of Achievement
|
285%
|
255%
|
Michael E. Roach |
Age: 71
Montreal, Quebec, Canada
Independent Director since: 2017
Committees: Audit, Governance
Total Value of Compensation Received in FY2023: $247,000
Languages: English
|
Experience
Interac Inc.-Chairman of the Board (2018 - 2020)
CGI Inc.-President and Chief Executive Officer (2006 - 2016), President and Chief Operating Officer (2002 - 2006); President, Canada and Europe (2001); Executive Vice President, Business Engineering and Outsourcing (1999 - 2000); Executive Vice President and General Manager, Telecommunication Information Systems and Services (1998 - 1999)
Bell Canada-President and Chief Executive Officer of Bell Sygma Inc. (1992 - 1998), following progressive management roles (1974- 1992)
|
Skills, Qualifications and Core Competencies
Strategic Leadership and Management experience gained as a board member and executive who participated in the development of numerous annual strategic plans, including evaluation and successful implementations while serving in his executive leadership roles
Information Technology / Cybersecurity / Digital expertise developed during his tenure as CEO of CGI Inc., a global IT and business consulting firm
Capital Markets / M&A expertise gained through his experience in identifying, executing, and integrating acquisitions and establishment and chairing of global capital investment programs
International Markets experience obtained while operating across four continents in his role at CGI Inc.
|
Education
BA, Economics and Political Science, Laurentian University
Graduate, Columbia University Executive Program
Graduate, Niagara Institute Leadership Training
|
2022 Voting Results
| ||
Votes For
|
99.87%
|
254,217,248
|
Votes Withheld
|
0.13%
|
339,369
|
Other Public Company Boards
| ||
Leidos Inc. (2022 - present)
| ||
Spirit Aerosystems Inc. (2021 - present)
| ||
Eve Holdings, Inc. (2021 - 2022)
| ||
Board and Committee Attendance
| ||
Board of Directors
|
10 of 10
| 100% |
Audit Committee
|
4 of 4
| 100% |
Governance Committee
|
3 of 3
| 100% |
Total
|
17 of 17
| 100% |
Share Ownership
| ||
June 5, 2023
|
June 3, 2022
| |
Shares
|
-
|
-
|
DSUs
|
5,461
|
-
|
Total
|
5,461
|
-
|
Market Value
|
$157,714
|
-
|
Minimum Ownership Requirement |
$400,000
|
$400,000
|
% of Achievement1
|
39%
|
N/A
|
1. Mr. Shanahan joined the Board on April 1, 2022 and must meet his required holdings over the five-year period from such date.
|
Patrick M. Shanahan |
Age: 61
Seattle, Washington, U.S.
Independent Director since: 2022
Committees: Audit, Governance
Total Value of Compensation Received in FY2023: $181,317
Languages: English
|
Experience
U.S. Department of Defense-U.S. Acting Secretary of Defense (2019); 33rd U.S.Deputy Secretary of Defense, where he helped lead the development of several key Department of Defense policies and strategies (2017 - 2018)
The Boeing Company-Senior Vice President, Supply Chain & Operations (2016 - 2017); Senior Vice President of Commercial Airplane Programs, managing profit and loss for the 737, 747, 767, 777 and 787 programs and the operations at Boeing's principal manufacturing sites (2008 - 2016); Vice President and General Manager of the 787 Dreamliner, leading the program during a critical development period (2007 - 2008); Vice President and General Manager of Boeing Missile Defense Systems, overseeing the Ground-based Midcourse Defence system, Airborne Laser and Advanced Tactical Laser (2004 - 2007); Vice President and General Manager of Boeing Rotorcraft Systems, overseeing the Apache, Chinook and Osprey (2002 - 2004); joined in 1986
|
Skills, Qualifications and Core Competencies
Knowledge of Industry gained during his over three decades with The Boeing Company overseeing both their civil aviation and defense units and as the "customer" while serving in the government
Strategic Leadership and Management experience obtained through his service in the U.S. Department of Defense, including as the Acting Secretary of Defense and the 33rd Deputy Secretary of Defense, where he oversaw the management of coordinating and supervising all matters related to the U.S. Armed Forces, as well as during his time in leadership roles at Boeing
Risk Management expertise developed through his roles at Boeing overseeing development and execution of numerous complex civil aviation and defense programs
Manufacturing / Supply Chain expertise gained through his roles at Boeing overseeing development and execution of numerous complex civil aviation and defense programs that included responsibilities for manufacturing operations, and supplier management functions, including implementation of advanced manufacturing technologies and global supply chain strategies
|
Education
BS, Mechanical Engineering, University of Washington
MS, Mechanical Engineering, Massachusetts Institute of Technology
MBA, Massachusetts Institute of Technology's Sloan School of Management
|
Andrew J. Stevens |
Age: 66
Cheltenham, Gloucestershire, U.K.
Independent Director since: 2013
Committees: Human Resources, Governance
Total Value of Compensation Received in FY2023: $247,000
Language: English
|
Experience
Cobham plc-Served in positions of increasing responsibility including Group Managing Director, Aerospace Systems, Chief Operating Officer and Chief Executive Officer (2003 - 2012)
Rolls-Royce-Managing Director Defence Aerospace (2001 - 2003)
Messier-Dowty-Managing Director, then Chief Operating Officer (1996 - 2000)
Bowthorpe plc (1994 - 1996)
Dowty Group, a leading British manufacturer of aircraft equipment (1976 - 1994)
|
Skills, Qualifications and Core Competencies
Knowledge of Industry gained during his over 45-year career in the global aerospace sector serving in positions at Dowty Group, Bowthorpe, Cobham and Rolls-Royce, where he served as Managing Director of Defence Aerospace
Strategic Leadership and Management experience gained while serving in senior executive positions including CEO and COO at Cobham and COO at Messier-Dowty
International Markets expertise developed while overseeing companies operating globally, including in North America, Europe, Middle East and Asia, and owning relationships with key customers, governments and suppliers that allowed for success in those locations
Manufacturing / Supply Chain experience gained through serving as COO at both Cobham and Messier-Dowty, where he built a raise percentage in these important areas
|
Education
Chartered Engineer, with a 1st Class honour degree in Production
Engineering, Aston University in Birmingham
|
2022 Voting Results
| ||
Votes For
|
95.94%
|
244,222,498
|
Votes Withheld
|
4.06%
|
10,334,119
|
Other Public Company Boards
| ||
Héroux-Devtek Inc. (2014 - 2019)
| ||
De La Rue plc (2012 - 2019)
| ||
Cobham plc (2003 - 2012)
| ||
Board and Committee Attendance
| ||
Board of Directors
|
9 of 10
| 90% |
Human Resources Committee
|
6 of 6
| 100% |
Governance Committee
|
3 of 3
| 100% |
Total
|
18 of 19
| 95% |
Share Ownership
| ||
June 5, 2023
|
June 3, 2022
| |
Shares
|
-
|
-
|
DSUs
|
92,082
|
82,779
|
Total
|
92,082
|
82,779
|
Market Value
|
$2,659,328
|
$2,807,035
|
Minimum Ownership Requirement |
$400,000
|
$400,000
|
% of Achievement
|
665%
|
702%
|
Board Demographics |
Ayman Antoun
|
Margaret S. (Peg) Billson |
Sophie Brochu
|
Elise Eberwein
|
Marianne Harrison
|
Alan N. MacGibbon
|
Mary Lou Maher
|
François Olivier
|
Marc Parent
|
Gen. David G. Perkins, USA (Ret.) |
Michael E. Roach
|
Patrick M. Shanahan
|
Andrew J. Stevens
|
Gender
| M | F | F | F | F | M | F | M | M | M | M | M | M |
French1
| ● | ● | ● | ||||||||||
English1
| ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● |
Other language(s)1
| ● | ||||||||||||
Under 60
| ● | ● | ● | ● | |||||||||
60-69
| ● | ● | ● | ● | ● | ● | ● | ● | |||||
70+
| ● | ||||||||||||
LGBTQ2+
| ● | ||||||||||||
Visible minority
| ● | ||||||||||||
Indigenous people
| |||||||||||||
0-5 years
| ● | ● | ● | ● | ● | ● | ● | ● | ● | ||||
6-10 years
| ● | ● | ● | ||||||||||
More than 10 years
| ● |
Skills and Experiences |
Ayman Antoun
|
Margaret S. (Peg) Billson |
Sophie Brochu
|
Elise Eberwein
|
Marianne Harrison
|
Alan N. MacGibbon
|
Mary Lou Maher
|
François Olivier
|
Marc Parent
|
Gen. David G. Perkins, USA (Ret.) |
Michael E. Roach
|
Patrick M. Shanahan
|
Andrew J. Stevens
| |
Knowledge of Industry
Experience with, or understanding of, some or all of the markets or industries which are directly relevant to CAE, including civil aviation, defence, and healthcare.
| ● | ● | ● | ● | ● | ● | ● | ● | ||||||
Strategic Leadership and Management
Experience as senior executive of a public company or other major organization, and executive or management experience developing, evaluating and implementing a strategic plan.
| ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | |
Finance / Accounting
Experience with, or understanding of, financial accounting and reporting and corporate finance, and familiarity with internal financial and accounting controls and IFRS.
| ● | ● | ● | ● | ● | ● | ● | ● | ||||||
Human Resources / Compensation
Experience with, or understanding of, executive compensation and benefits, including benefits and incentive programs, talent management and retention, leadership development, and succession planning.
| ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | |
Government Relations
Experience with, or understanding of, regulatory, political and public policy in Canada, the United States and/or international jurisdictions.
| ● | ● | ● | ● | ● | ● | ● | |||||||
R&D
Experience with the oversight of large-scale R&D programs.
| ● | ● | ● | |||||||||||
Legal / Governance
Experience with, or understanding of, corporate governance issues and practices, including the legal, compliance and regulatory environment applicable to public companies or other major organizations.
| ● | ● | ● | ● | ● | |||||||||
Information Technology / Cybersecurity / Digital
Experience with, or understanding of, the design and implementation, or oversight of the design and implementation, of enterprise-wide information technology systems, client-based digital infrastructures, data analytics, privacy and cybersecurity strategy and policies.
| ● | ● | ● | ● | ● | ● | ● | ● | ||||||
ESG
Experience with, or understanding of, ESG practices and programs, including sustainability, health and safety, diversity and inclusion and social responsibility.
| ● | ● | ● | ● | ● | |||||||||
Risk Management
Experience with, or understanding of, the identification and assessment of risks and risk management systems.
| ● | ● | ● | ● | ● | ● | ● | ● | ||||||
International Markets
Experience with, or understanding of, overseas markets where the Company has operations.
| ● | ● | ● | ● | ● | |||||||||
Capital Markets / M&A
Experience overseeing the allocation of capital to ensure superior risk-adjusted financial returns and in capital structure strategy and corporate transactions, including mergers, acquisitions, or divestitures of major assets and/or private/public entities.
| ● | ● | ● | ● | ● | |||||||||
Manufacturing / Supply Chain
Experience with, or understanding of, sourcing, manufacturing, supply chain, infrastructure, information management, logistics, and product development, distribution and marketing.
| ● | ● | ● | ● | ● | ● |
Governance | Audit | Human Resources | |
Ayman Antoun
|
X
| ||
Margaret S. (Peg) Billson
|
Chair
|
X
| |
Elise Eberwein
|
X
|
X
| |
Hon. Michael M. Fortier
|
Chair1
| ||
Marianne Harrison
|
X
|
Chair
| |
Mary Lou Maher1
|
X
|
X
| |
François Olivier
|
X
|
X
| |
Gen. David G. Perkins, USA (Ret.)
|
X
|
X
| |
Michael E. Roach
|
X
|
X
| |
Patrick M. Shanahan
|
X
|
X
| |
Andrew J. Stevens
|
X
|
X
|
Date
|
Subject
|
Attendees
|
Presented by
|
April 19- 20, 2022
|
Strategic context updates, which include technological developments, civil aviation industry developments, defence & security industry developments, healthcare industry developments, financial developments, investor relations and enterprise risk management developments
|
Entire Board
|
CEO
CFO
Senior Vice-President, Global Strategy
Group President, Civil Aviation Training Solutions
Group President, Defense & Security
President, CAE Healthcare & EVP, Growth Initiatives and Business Development
Vice President, Technology & Innovation
Senior Vice President, Investor Relations and Enterprise Risk Management
|
May 18, 2022
August 9, 2022
November 9, 2022
February 13, 2023
|
Review of the control environment and update on the capital structure, corporate treasury market, climate-related disclosure requirements in Canada and U.S., enterprise risk management, accounting standard developments, financial risks, internal audits, tax planning and structure, securities and exchanges compliance and litigation developments
|
Audit Committee
|
CFO
Chief Accounting Officer and Corporate Controller
Chief Sustainability Officer and SVP, Stakeholder Engagement
Senior Vice President, Strategy & Investor Relations
General Counsel, Chief Compliance Officer and Corporate Secretary
Vice President, Global Taxation
Vice President and Treasurer
Director, Internal Audit
Director, Enterprise Risk Management
PricewaterhouseCoopers LLP
|
May 18, 2022
August 9, 2022
|
Update on health and safety requirements and executive compensation trends. Overview of new language provisions in Quebec and impact of jurisprudential developments in the U.S. on medical insurance coverage
|
Human Resources Committee
|
Senior Vice President, Global Human Resources
SVP, Civil Flight Services & Global Manufacturing Operations
Meridian Compensation Partners
|
May 18, 2022
November 9, 2022
February 13, 2023
|
Updates on ESG reporting standards, environmental and climate change risks, ESG regulatory developments, carbon emissions inventory and reduction initiatives. Updates on developments related to compliance, data protection, privacy and export controls and trends regarding whistleblowing, member independence and conflict of interests. Overview of diversity target and board succession planning trends, director compensation and compensation benchmarks
|
Governance Committee
|
Chief Sustainability Officer and SVP, Stakeholder Engagement
General Counsel, Chief Compliance Officer and Corporate Secretary
KPMG
Meridian Compensation Partners
|
August 10, 2022
|
Updates on sustainable aviation
|
Entire Board
|
Chief Sustainability Officer and SVP, Stakeholder Engagement
|
November 9, 2022
February 13, 2023
|
Updates on aviation safety trends and developments, health & safety roles, key metrics, responsibilities and expectations, critical risk priorities and leadership practices, labour relations and compensation trends, including emerging best practices for executive compensation. Updates on talent and leadership trends, programs and initiatives as well as diversity initiatives. Review of compensation infrastructure trends
|
Human Resources Committee
|
Senior Vice President, Global Human Resources
Senior Vice President, Civil Flight Services & Global Manufacturing Operations
Chief Aviation Safety Officer (Defense & Security)
Director of Global Safety, Quality Assurance and Compliance (Civil)
Senior Vice President, Global Human Resources
Meridian Compensation Partners
|
November 9, 2022
|
Updates on risk management and insurance monitoring and governance of risks, cybersecurity, global insurance programs, and liability insurance coverage market trends for Directors and officers
|
Audit Committee
|
Executive Vice President, Finance and CFO
Risk & Insurance Manager
Chief Accounting Officer and Corporate Controller
PricewaterhouseCoopers LLP
Marsh Specialty US & Canada
|
November 10, 2022
|
Updates on Defense & Security business trends
|
Entire Board
|
Chair of the Board of CAE USA Inc.
CFO, Defense & Security
Group President, Defense & Security
|
February 14, 2023
|
Overview of global digital and technology strategy. Updates on cybersecurity risks
|
Entire Board
|
Chief Digital and Technology Officer
|
M.S. Billson (Chair) | M. Harrison | F. Olivier | Gen. D.G. Perkins, USA (Ret.) | M.E. Roach | A.J. Stevens | P.M. Shanahan |
Highlights for FY2023
- The GC discussed Board succession planning and recommended the recruitment of an additional Director. The Committee considered several potential candidates to enhance diversity in the skillset and composition of the Board and considered and recommended the candidacy of Sophie Brochu.
- The GC agreed to recommend for approval by the Board certain changes in the Directors DSU plan to better align with market practices.
- The GC reviewed and approved amendments to CAE's Board of Directors Charter and Positions Descriptions, and the Governance Committee Charter and Annual Workplan.
- The GC reviewed and approved changes to CAE's Insider Trading, Disclosure and Anti-Hedging policies.
- The GC reviewed and approved amendments to the Charitable Donations and Sponsorships, Lobbying and Political Contributions and Human Rights policies.
- The GC reviewed ESG performance and the development of a multi-year ESG roadmap.
|
Women
|
Women, Persons with disabilities, Aboriginal / Indigenous peoples, members of visible minorities and the LGBTQ2+ community
| |||
Target
|
Time frame
|
Target
|
Time frame
| |
Board of Directors
|
30%
|
By 2022
|
40%
|
By 2025
|
Women, Persons with disabilities, Aboriginal / Indigenous peoples, members of visible minorities and the LGBTQ2+ community
| ||
Target
|
Time frame
| |
Executive Team
|
33%
|
By 2025
|
Women | Persons with disabilities |
Aboriginal / Indigenous peoples |
Members of
visible minorities
| Members of LGBTQ2+ community | Total Number | Number of individuals that are members of more than one group | ||||||
Number | % | Number | % | Number | % | Number | % | Number | % | |||
Board of Directors |
41
|
311
| 0 | 0 | 0 | 0 | 1 | 8 | 1 | 8 | 6 | 1 |
Executive Team | 3 | 27 | 0 | 0 | 0 | 0 | 2 | 18 | 0 | 0 | 5 | 0 |
M. Harrison (Chair) | E. Eberwein | M. Maher | F. Olivier | M.E. Roach | P.M. Shanahan |
Highlights for FY2023
- The Committee reviewed and approved a revised version of the Policy and Procedures for Audit and Non-Audit Services.
- The Committee reviewed and approved a revised version of the Disclosure Policy.
- The Committee reviewed in detail quarterly interim consolidated financial information and earnings press releases before their public release.
- The Committee also reviewed and recommended approval to the Board of the quarterly Management Discussion and Analysis ("MD&A") and the press releases for the quarterly results.
- The Committee reviewed the MD&A section of CAE's annual report for the fiscal year ended March 31, 2022 and audited consolidated financial statements of CAE prepared by management for the fiscal year ended March 31, 2022 with management and PwC, and thereafter recommended that they be approved and filed with the Autorité des marchés financiers and the SEC.
- The Committee approved the CAE Internal Audit plan and budget for the FY2023/FY2024 cycle and approved the Internal Audit Director Objectives.
- The Committee reviewed PwC's FY2023 work plan and approved PwC audit engagement letter and services fees.
- The Committee reviewed the processes involved in evaluating CAE's internal controls and oversaw the compliance process related to the certification and attestation requirements of SOX and related SEC rules, as well as of the rules relating to audit committees and certification of financial information adopted by the CSA.
- The Committee also reviewed fraud review processes, litigation, securities and exchanges compliance, information technology and cyber security risks, insurance coverage, related-party fees, capital structure, M&A performance, S&P rating and outlook, financing activities, treasury, tax planning and compliance, and IFRS accounting standard changes.
- The Committee reviewed amendments to the Enterprise Risk Policy and the Hiring Policy Regarding External Auditors and recommended these modifications for approval by the Board.
- The Committee reviewed audit service performance and any best practices to implement going forward.
- The Committee met with and on-boarded a new engagement leader and senior relationship partner to the consolidated Group Audit for FY2023 and are on-boarding a new partner in charge of the U.S. Defense and Security component audit for FY2024.
- The Committee reviewed and approved Audit Quality Indicators for the group audit and for the U.S. Defense and Security component audit.
|
Hon. M.M. Fortier (Chair) | A. Antoun | M.S. Billson | E. Eberwein | M. Maher | Gen. D.G. Perkins, USA (Ret.) | A.J. Stevens |
Regular Meetings | Agenda |
May 2022 |
Review of:
- Health and Safety Review
- Compensation Discussion & Analysis (CD&A)
- Annual HRC self-evaluation
- Executive compensation risk assessment
Approval of:
- STIP, LTIP and Merit awards for the President and CEO's direct reports and FY2023 STIP/LTIP plans
- Payouts under FY2022 STIP and Performance Share Unit grant awarded in FY2020
- President and CEO FY2022 Performance vs Objectives
- President and CEO objectives for FY2023
|
August 2022 |
Review of:
- Talent and Leadership Review
- Diversity and Inclusion initiative update
- Leadership development programs update
- Retirement and savings plans
- Proxy advisory reports
- STIP update
- Health and Safety
|
September 2022 |
Review of:
- Shareholder engagement feedback
- STIP and LTIP Design Review
|
November 2022 |
Review of:
- Health and Safety
- Aviation Safety Program Review
- STIP update
- Review FY2024 STIP and LTIP design
- Labour relations update
- Executive Share ownership guidelines status
- Independence letter from the Board's compensation consultant
- Update on the Shareholder outreach
Approval of:
- Update Comparator Group
|
February 2023 |
Review of:
- Health and Safety
- Talent and Leadership update
- STIP update
- Glass Lewis and ISS updates and trends and FY2023 proxy preparation
- Review of HRC mandate and workplan
- Pension Investment Strategy
Approval of:
- FY2024 proposed STIP and LTIP design
|
Director compensation benchmarking and comparator group
To benchmark Directors' compensation, the Governance Committee uses the same comparator group of companies as that used to benchmark Named Executive Officers' ("NEOs") compensation. This comparator group comprises a mix of Canadian and U.S. publicly-listed companies that have relevance to CAE in terms of head office location, market segment or business activities, revenue and market capitalization.
-Same comparator group as for NEOs.
-Director comparator group last updated in FY2023.
-Directors are paid a flat all-inclusive fee to reflect responsibilities, time commitment and risks of being effective Directors.
|
Effective January 1, 2022, Directors' all-inclusive fees were set as follows:
| ||
Position
|
Annual Fee
|
Form of Payment
|
Board Chair |
$400,000
|
$220,000 in DSUs
$180,000 in cash or DSUs at Director's election
|
Board Member |
$225,000
|
$145,000 in DSUs
$80,000 in cash or DSUs at Director's election
|
Board Committee Chair1
|
$25,000
|
Cash or DSUs at Director's election
|
Board Committee Member |
$11,000
|
Cash or DSUs at Director's election
|
1. The Governance Committee Chair compensation is $20,000. Committee Chairs do not receive additional compensation for Committee membership. |
Minimum shareholding requirements
Directors are required to own the equivalent of five times the Board annual cash fee in the form of Shares and/or DSUs. The required holding must be acquired over a five-year period from the initial date of election of the Director to the Board.
A non-employee Director is not, once the minimum Share and/or DSU ownership target is reached, obligated to acquire more Shares or DSUs if the value of his/her investment in CAE drops due to stock market fluctuations.
-Minimum shareholding requirements align Directors' and Shareholders' interests.
-Equal to five times the annual Board cash fee.
-The required holding must be acquired over a five-year period from the initial date of election of the Director to the Board.
|
Name | Total Fees Earned | Paid in Cash |
Paid in DSUs1
|
Ayman Antoun2
|
$151,624
|
$151,624
| |
Margaret S. (Peg) Billson |
$256,000
|
$256,000
| |
Elise Eberwein2
|
$158,691
|
$65,532
|
$93,159
|
Hon. Michael M. Fortier |
$250,000
|
$250,000
| |
Marianne Harrison |
$261,000
|
$261,000
| |
Alan N. MacGibbon3
|
$345,298
|
$345,298
| |
Mary Lou Maher |
$247,000
|
$76,500
|
$170,500
|
Hon. John P. Manley4
|
$143,011
|
$143,011
| |
François Olivier |
$247,000
|
$247,000
| |
Gen. David G. Perkins, USA (Ret.) |
$247,000
|
$247,000
| |
Michael E. Roach |
$247,000
|
$247,000
| |
Patrick M. Shanahan |
$243,067
|
$98,067
|
$145,000
|
Andrew J. Stevens |
$247,000
|
$247,000
|
Share-based Awards | |||||
Name | Number of DSUs at the Beginning of FY2023 |
Number of DSUs Vested During the Year1
|
Value Vested During the Year2
| Number of DSUs at the End of FY2023 |
Market Value of DSUs not Paid Out or Distributed3
|
Ayman Antoun4
|
-
|
5,820
|
$151,624
|
5,820
|
$177,874
|
Margaret S. (Peg) Billson |
51,526
|
9,642
|
$256,000
|
61,168
|
$1,869,309
|
Elise Eberwein4
|
-
|
3,576
|
$158,691
|
3,576
|
$109,287
|
Hon. Michael M. Fortier |
88,514
|
9,416
|
$250,000
|
97,930
|
$2,992,750
|
Marianne Harrison |
18,876
|
9,830
|
$261,000
|
28,706
|
$877,262
|
Alan N. MacGibbon |
56,633
|
13,077
|
$345,298
|
69,709
|
$2,130,332
|
Mary Lou Maher |
3,443
|
6,332
|
$247,000
|
9,775
|
$298,737
|
François Olivier |
35,700
|
9,303
|
$247,000
|
45,002
|
$1,375,294
|
Gen. David G. Perkins, USA (Ret.) |
12,760
|
9,303
|
$247,000
|
22,062
|
$674,250
|
Michael E. Roach |
30,132
|
9,303
|
$247,000
|
39,435
|
$1,205,147
|
Patrick M. Shanahan5
|
-
|
5,461
|
$243,067
|
5,461
|
$166,899
|
Andrew J. Stevens |
82,779
|
9,303
|
$247,000
|
92,082
|
$2,814,036
|
Hon. Michael M. Fortier, PC Chair of the Human Resources Committee |
For FY2023, our NEOs were:
- Marc Parent, President and Chief Executive Officer
- Sonya Branco, Executive Vice President, Finance and Chief Financial Officer
- Carter Copeland, Senior Vice President, Global Strategy, overseeing CAE Healthcare
- Daniel Gelston, Group President, Defense and Security
- Nick Leontidis, Group President, Civil Aviation
|
Where to find it
Compensation Discussion and Analysis
|
Page
|
Executive Summary
|
64
|
Shareholder Engagement
|
69
|
Compensation Philosophy
|
70
|
Executive Compensation Programs
|
72
|
FY2023 Compensation Outcome
|
83
|
Determination of NEOs Individual Performance
|
89
|
Compensation Governance
|
94
|
Alignment of Compensation and Performance
|
101
|
Compensation of Our Named Executive Officers
|
Page
|
Summary Compensation Table
|
104
|
Outstanding Share-Based awards and option-based awards
|
106
|
Incentive Plan Awards - value vested or earned during the year
|
107
|
Pension Arrangements
|
108
|
Termination and Change of Control Benefits
|
109
|
What we heard from our Shareholders | CAE's response |
Consider increasing the short-term incentive plan focus on profitability
|
Short-term incentive plan weighting to adjusted EPS* increased from 50% to 60% for FY2024
|
Clarify how Revenue is defined
|
Revenue is defined and measured using organic growth and including proportionate revenues from Joint Venture and adjusted for foreign exchange translation impacts. Revenue growth due to acquisitions in the year is excluded.
|
Consider increasing the focus on returns to Shareholders in the long-term incentive plan
|
Adjusted ROCE* is added as a PSU performance measure for FY2024, with a weighting of 1/3rd
|
Consider reducing metric overlap between the short-and long-term incentive plans
|
Adjusted EPS* is removed from the PSU performance metrics to eliminate overlapping with the short-term incentive metrics.
The FY2024 PSUs will have three equally weighted performance metrics:
- Adjusted segment operating income margin %*
- Net cash provided by operating activities
- Adjusted ROCE*
|
Increase long-term performance measurement for the PSUs
|
Adjusted ROCE* and net cash provided by operating activities (together 67% of the PSUs weighting) are based on a 3-year cumulative performance.
Adjusted segment operating income margin %* will be measured annually, with a heavy focus on the 3rd year of performance:
- 1/6th year one
- 1/3rd year two
- 1/2 year three
|
Consider more regular engagement with Shareholders
|
CAE is committed to offering engagement opportunities to Shareholders annually
|
Improve Proxy disclosure
|
CAE made significant changes to its proxy for FY2023, designed to provide increased transparency of disclosure
|
Enhance compensation governance
|
A double trigger is introduced in the Change of Control provisions for equity- based compensation (PSUs, RSUs and Stock Options). Starting in FY2024, all future equity awards will vest on a "double trigger" basis, requiring both a Change of Control and without cause termination of employment for equity vesting
The CEO is required to maintain his Share ownership requirement for one year following retirement
|
Enhance Executive Share Ownership
|
RSUs and PSUs will be settled in Shares (issued from treasury or purchased on the open market),in cash or in a combination thereof at the Company's discretion, pursuant to an Omnibus Incentive Plan, that Shareholders are asked to approve at this meeting
|
Pay for performance
|
The majority of compensation is variable, contingent on and directly linked to financial and operational performance metrics, and CAE's Share price.
|
Balance
|
The portion of total compensation that is performance-based increases with an executive's level of responsibility and strategic scope of the role.
|
Long-term focus
|
Long-term stock-based compensation opportunities have a larger weight than short-term cash- based opportunities for our executive leaders.
|
Shareholder alignment
|
The financial interests of executives are directly aligned with the interests of our Shareholders through stock-based compensation, and annual and long-term performance metrics that correlate with sustainable Shareholders value growth.
|
Competitiveness
|
Total compensation is market competitive to attract, retain, and motivate CAE's executive team while fostering entrepreneurial spirit. This is achieved by setting target compensation competitively with the median of our comparator group with compensation outcomes above the median when performance is strong and below median when it is not.
|
Responsibility
|
Financial and operational performance must not compromise our ethical, environmental and health and safety objectives, outlined in our Code of Business Conduct. Commitment to ethical and corporate responsibilities fundamentally underlies all aspects of our behavior and compensation plans, which provide for compensation to be reduced if these objectives are not upheld.
|
The following illustrates the relative weight of each compensation policy element, at target:
Form | Plan Highlights | Plan Objectives | Policy |
Base Salary
|
Cash
|
Fixed pay annual review
|
Provide a base of regular income to attract and retain qualified leaders
Recognize scope and responsibilities of the position as well as the experience and sustained performance of the individual
|
Set competitive with the median of the comparator group
|
Short-term Incentive (STIP)
|
Cash
|
Annual award based on corporate and where appropriate, business unit metrics (75%) and individual objectives (KPIs) (25%) for the President and CEO and his direct reports
Executives can elect to receive some or all STIP payment as Executive Deferred Share Units
|
Reward the achievement of the Company's financial and operational objectives
Reward the achievement of individual objectives aligned with the executive's area of responsibility and role in realizing operational results
Drive superior individual and corporate performance
|
Set competitive with the median of the comparator group
Designed to result in above median payouts for superior performance
Performance metrics are aligned to the strategic plan and approved annually
|
Long-term Incentive (LTIP)
|
Performance Share Units (60%), Stock Options (20%), Restricted Share Units (20%)
|
LTIP value is awarded in different medium to long term compensation vehicles with both time and performance vesting based on achievement of longer-term financial objectives
|
Align management's interests with Shareholders value growth
Reward the achievement of sustained market performance
Attract and retain key talent
|
Set competitive with the median of the comparator group
Ability to award LTI within a range and impact of Share price and financial performance designed to provide pay outcomes closely aligned with performance
|
Pension
|
Monthly pension in cash at retirement
|
Defined Benefit Plan for executives representing 2% of average 5 best years of earnings (salary plus STIP), per year of pensionable service
Supplementary Plan offered to the NEOs for pension above the income tax act cap on registered plans
|
Support retention of key executives
|
Set consistent with historical approach
|
Perquisites and Other Benefits
|
Employee Stock Purchase Plan ("ESPP")
Perquisites
|
ESPP: Employees and executives may purchase CAE Shares up to 18% of their base salary; CAE matches 50% of the employee contributions, up to a maximum of 3% of the employee's annual base salary
Perquisites: Cash allowance to cover certain expenses to support health and well-being
|
Provide executives with a Share ownership building vehicle
|
Set to be market competitive
|
- The annual short-term incentive plan motivates the achievement of specific annual financial and operational results
- To further strengthen alignment with Shareholders the overall corporate performance factor is capped at 100% if the adjusted EPS* result does not meet the target
|
STIP Target as a % of Base Salary
| |||
NEO
|
Minimum
|
Target
|
Maximum
|
Marc Parent
|
0%
|
125%
|
250%
|
Sonya Branco
|
0%
|
75%
|
150%
|
Carter Copeland
|
0%
|
75%
|
150%
|
Daniel Gelston
|
0%
|
75%
|
150%
|
Nick Leontidis
|
0%
|
75%
|
150%
|
The STIP is based 75% on CAE performance and 25% on the executive's individual performance. The Company performance factor consists of financial measures of varying weights that total 100%. The year-end result for each measure is assessed against predefined targets that are set and approved by the HRC at the beginning of the year. The individual performance factor is based on the executive's performance against annual objectives and additional predefined quantitative and qualitative goals that reflect the strategic and operational priorities critical to each executive's role.
STIP Measure
| ||
Performance Measure
|
Why this Measure is important
|
Weighting
|
Adjusted EPS*
|
Intended to keep management focused on EPS achievement as a critical metric reflecting the profitability of the Company and directly linked with Shareholders interest
|
50%
|
Revenue
|
Highlights the importance of revenue growth in the Company strategy
|
30%
|
Adjusted order intake*
|
Demonstrates the level of growth in sales for the Company's products and services, thus is representative of future operational growth
|
20%
|
To further strengthen alignment with Shareholders the overall corporate performance factor is capped at 100% if the adjusted EPS* result does not meet the target approved by the Board of Directors.
CAE's long-term incentive plan aligns management's interests with Share price growth and related Shareholders value creation, and rewards sustained market performance. |
The LTIP is designed to reward executives for their contribution to the creation of Shareholders value. For NEOs other than the CEO, the value of the LTIP grants varies by the level of responsibility and scope and is based on each executive's performance as assessed by the HRC** and the Board.
LTIP Target as a % of Base Salary
| |||
NEO
|
Minimum
|
Target
|
Maximum
|
Marc Parent
|
-
|
485%
|
-
|
Sonya Branco
|
100%
|
175%
|
250%
|
Carter Copeland
|
40%
|
95%
|
150%
|
Daniel Gelston
|
100%
|
175%
|
250%
|
Nick Leontidis
|
100%
|
175%
|
250%
|
CAE's LTIP is comprised of PSUs, RSUs and Stock Options. All NEOs were eligible for an annual grant under each of these plans, and awards were allocated as follows:
LTIP Mix
| ||
Components
|
Weighting
|
Vesting
|
PSUs
|
60%
|
3-year cliff vesting
|
RSUs
|
20%
|
3-year cliff vesting
|
Stock Options
|
20%
|
4-year ratable vesting (25% per year)
|
- PSU directly ties CAE executives to the achievement of the CAE strategic plan.
- PSU is equal in value to one Share of CAE.
- Vesting: 3-year cliff subject to the achievement of set performance criteria and the participant's continued employment with CAE.
|
- Performance condition: Financial targets as set in the 3-year strategic plan approved by the Board.
- Maximum payout multiplier set at 200%.
|
In FY2015, CAE adopted a Performance Share Unit Plan ("PSU Plan") for executives and senior management of CAE and its subsidiaries. PSUs is a long-term incentive vehicle that vests based on the achievement of financial performance that is directly tied to the achievement of the CAE strategic plan.
PSU Performance Measures
| ||||
Driver
|
Performance Measure
|
Weighting
|
Why this Measure is Important
|
Performance Assessment
|
Profitability
|
Adjusted EPS*
|
75%
|
Intended to keep management focused on EPS achievement as a critical metric reflecting the profitability of the Company and directly linked with Shareholders interest
|
Measured yearly and weighted:
- 1/6th year one
- 1/3rd year two
- 1/2 year three
|
Growth
|
Free cash flow*
|
25%
|
Intended to focus on generating sustainable cash flow over the long term by making capital allocation decisions aligned with long term to Shareholder value creation
|
Measured as a cumulative figure over a 3-year period
|
Vested PSUs are redeemed at the average fair market value of the Shares on the TSX for the 20 trading days preceding the final vesting date of the grant, Qualifying Event date or such other date as may be determined by the Human Resource Committee from time to time.
- RSU is equal in value to one Share of CAE.
|
- Vesting: 3-year cliff subject to the participant's continued employment with CAE.
|
In FY2015, CAE adopted a time-based Restricted Share Unit Plan ("RSU Plan") for executives and senior management of CAE and its subsidiaries. RSUs are awarded to executives and senior management of CAE and its subsidiaries to enhanced alignment with Shareholders and support retention.
- Option term: 7 years.
- Vesting: 25% per year starting on the first anniversary date of the grant.
|
- FY2023 burn rate (ratio of granted options during the year versus issued and outstanding Shares): 0.20%.
|
CAE adopted the Amended and Restated Employee Stock Option Plan ("ESOP"), to provide key employees of CAE with an opportunity to purchase Shares and to benefit from the related Share price appreciation, closely aligning the interests of employees with those of Shareholders. Stock Options increase the ability of CAE to attract, retain and reward individuals with exceptional skills.
- Executive DSU Plan helps our executives build their Share ownership in CAE.
- Allows for elective deferral of STIP to DSUs.
- DSU is equal in value to one Share of CAE.
|
- DSUs are only payable when the executive leaves CAE.
- Executive DSU plan is non-dilutive as all DSUs are paid out in cash.
|
In FY2017, CAE adopted an Executive Deferred Share Unit Plan ("Executive DSU Plan"). The purpose of the plan is to attract and retain talented individuals to serve as officers and executives of the Company and to help them build their Share ownership in CAE, and to promote a greater long-term alignment of interests between the executives and the Shareholders of the Company.
- Promote long-term employment with the Company.
- Pensions payable under the Supplementary Pension Plan are conditional upon compliance with non-competition and non-solicitation clauses.
- No extra years of service are generally granted under the pension plans.
|
Eligible employees participate in the Retirement Plan for Employees of CAE Inc. and associated companies. Executives at a vice president level and higher participate in the Pension Plan for Designated Executive Employees of CAE Inc. and associated companies (the "Designated Pension Plan"), and in the Supplementary Pension Plan of CAE Inc. and associated companies (the "Supplementary Pension Plan"). The Designated Pension Plan is a defined benefit plan to which CAE and participants contribute.
Provide employees with a Share ownership building vehicle and a savings vehicle beyond the pension plan. |
Under the CAE Employee Stock Purchase Plan, employees may make contributions towards the purchase of Shares of up to 18% of their annual base salary. Under the plan, CAE contributes $1 for every $2 of employee contributions, to a maximum contribution of 3% of the participant's annual base salary.
NEO
|
FY2022 Base Salary1 ($)
|
FY2023 Base Salary1 ($)
| Increase |
Marc Parent
|
1,200,000
|
1,260,000
|
5%
|
Sonya Branco
|
539,000
|
565,950
|
5%
|
Carter Copeland2
|
567,600
|
660,000
|
16%
|
Daniel Gelston3
|
693,000
|
741,510
|
7%
|
Nick Leontidis
|
540,570
|
567,600
|
5%
|
Performance Measure1
|
Threshold (0%)
|
Target (100%)
|
Maximum (200%)
|
Actual Performance2
|
Weighting
|
Score
|
Adjusted EPS*
|
$0.94
|
$1.09
|
$1.24
|
$0.87
|
50%
|
0%
|
Revenue
|
$4,308M
|
$4,787M
|
$5,266
|
$4,759
|
30%
|
28%
|
Adjusted order intake*
|
$4,111M
|
$4,672M
|
$5,232
|
$5,049
|
20%
|
34%
|
STIP Payout
|
62%
|
NEO
|
Year-end Base Salary1
|
X
|
Target STIP (% of base salary) |
X
|
(
|
Corporate Performance Factor (75%)
|
+
|
Individual Performance Factor (25%)
|
)
|
=
|
2023 STIP Payout ($) |
Marc Parent
|
$1,260,000
|
X
|
125%
|
X
|
(
|
62%
|
+
|
160%
|
)
|
=
|
$1,362,380
|
Sonya Branco
|
$565,950
|
X
|
75%
|
X
|
(
|
62%
|
+
|
90%
|
)
|
=
|
$292,879
|
Carter Copeland
|
$660,000
|
X
|
75%
|
X
|
(
|
62%
|
+
|
180%
|
)
|
=
|
$551,925
|
Daniel Gelston
|
$741,510
|
X
|
75%
|
X
|
(
|
62%
|
+
|
0%
|
)
|
=
|
$258,601
|
Nick Leontidis
|
$567,600
|
X
|
75%
|
X
|
(
|
62%
|
+
|
200%
|
)
|
=
|
$410,801
|
NEOs
|
FY2023 LTIP award (% of base salary) |
Salary at time of grant ($)6
|
FY2023 LTIP award Value ($) |
Weighting4
| |||||
PSUs (60%)1, 4
|
RSUs (20%)2,4
|
Stock Options (20%)3
| |||||||
($)
|
(#)
|
($)
|
(#)
|
($)
|
(#)
| ||||
Marc Parent
|
485%
|
1,260,000
|
6,111,000
|
3,666,600
|
109,550
|
1,222,200
|
36,520
|
1,222,200
|
112,100
|
Sonya Branco
|
240%
|
565,950
|
1,358,280
|
814,968
|
24,350
|
271,656
|
8,120
|
271,656
|
24,900
|
Carter Copeland5
|
150%
|
582,376
|
873,564
|
524,138
|
15,660
|
174,713
|
5,220
|
174,713
|
16,100
|
Daniel Gelston
|
250%
|
717,748
|
1,794,370
|
1,076,622
|
32,170
|
358,874
|
10,730
|
358,874
|
32,900
|
Nick Leontidis
|
250%
|
567,600
|
1,419,000
|
851,400
|
25,440
|
283,800
|
8,480
|
283,800
|
26,100
|
Threshold (0%)
|
Target (100%)
|
Maximum (200%)
|
Actual Performance
|
Weighting
|
Score
| |
Adjusted EPS* - FY2020
|
$1.25
|
$1.35
|
$1.45
|
$1.41
|
1/3
|
53%
|
Adjusted EPS* - FY2021
|
$0.05
|
$0.25
|
$0.55
|
$0.47
|
1/3
|
58%
|
Adjusted EPS* - FY2022
|
$0.68
|
$0.78
|
$0.88
|
$0.84
|
1/3
|
53%
|
FY2020 PSU Multiplier
|
164%
|
The actual amounts paid out to each eligible NEO in June 2022 for PSUs granted in FY2020 are as follow:
NEO
|
FY2020 PSUs award (# of units) |
X
|
FY2020 PSUs Performance Factor (%) |
X
|
Market Share Price2 ($)
|
=
|
PSU Value ($)
|
Marc Parent
|
61,250
|
X
|
164%
|
X
|
31.27
|
=
|
3,140,820
|
Sonya Branco
|
17,930
|
X
|
164%
|
X
|
31.27
|
=
|
919,427
|
Carter Copeland1
|
-
|
X
|
-
|
X
|
-
|
=
|
-
|
Daniel Gelston1
|
-
|
X
|
-
|
X
|
-
|
=
|
-
|
Nick Leontidis
|
18,320
|
X
|
164%
|
X
|
31.27
|
=
|
939,426
|
Threshold (0%)
|
Target (100%)
|
Maximum (200%)
|
Actual Performance1
|
Weighting
|
Payout Level
| |
Adjusted EPS* - FY2021
|
$0.05
|
$0.25
|
$0.55
|
$0.47
|
1/6
|
29%
|
Adjusted EPS* - FY2022
|
$0.67
|
$0.80
|
$0.93
|
$0.84
|
1/3
|
47%
|
Adjusted EPS* - FY2023
|
$1.12
|
$1.25
|
$1.38
|
$0.87
|
1/2
|
0%
|
FY2021 PSU Multiplier
|
76%
|
The below table shows for each eligible NEO the payout value of FY2021 PSU grants with the resulting 3-year performance period ending March 31, 2023. The actual amounts paid out to each eligible NEO in June 2023 for PSUs granted in FY2021 are as follow:
NEO
|
FY2021 PSUs award (# of units) |
X
|
FY2021 PSUs Performance Factor (%) |
X
|
Market Share Price($)
|
=
|
PSU Value3 ($)
|
Marc Parent
|
40,700
|
X
|
76%
|
X
|
29.37
|
=
|
908,473
|
Sonya Branco
|
11,920
|
X
|
76%
|
X
|
29.37
|
=
|
266,069
|
Carter Copeland1
|
-
|
X
|
-
|
X
|
-
|
=
|
-
|
Daniel Gelston2
|
8,490
|
X
|
76%
|
X
|
30.56
|
=
|
197,1854
|
Nick Leontidis
|
12,170
|
X
|
76%
|
X
|
29.37
|
=
|
271,649
|
Marc Parent President and Chief Executive Officer |
Marc Parent has been President and CEO of CAE Inc. since 2009. Prior to that, he held several leadership positions since joining CAE in 2005, including Group President, Simulation Products and Military Training & Services, and Executive Vice President and Chief Operating Officer. He has over 35 years of experience in the aerospace industry, having previously held positions with Canadair and Bombardier Aerospace in Canada and the United States.
Mr. Parent has been honoured with many awards. In 1999, he was named one of Canada's Top 40 under 40 Leaders. In 2011, he was named Canadian Defence Review's Defence Executive of the year (which he won again in 2020). He was named CEO of the Year by Les Affaires newspaper in 2018. In 2019, he received the Aerospace Industries Association of Canada's James C. Floyd Award. In 2020, Mr. Parent was granted the Order of Canada. In 2021, he was awarded the Prix Prospère by the Conseil du patronat du Québec and inducted into Canada's Aviation Hall of Fame. And in 2022, Mr. Parent was named Industry Leader of the Year by the Living Legends of Aviation, inducted into Québec's Air and Space Hall of Fame, named a Knight of the Ordre national du Québec, and awarded Aviation Week's Philip J. Klass Award for Lifetime Achievement.
Mr. Parent is a graduate of mechanical engineering from Montreal's École Polytechnique and of the Harvard Business School's Advanced Management Program. He was awarded an Honorary Doctorate by École Polytechnique, and is an active pilot holding an Airline Transport Pilot Licence from Transport Canada.
Main targets and objectives for FY2023 and related results of Marc Parent, the President and CEO, are set out below: As previously discussed, this section paints a portrait of the major achievements of each NEO for FY2023. These were the main key performance indicators (KPIs) in determining the individual performance multiplier applicable to their annual incentive awards.
|
FY2023 Goals
Growth: Deliver on growth and adjusted order intake* objectives to drive business expansion in this and future fiscal years
Expand profitability: Complete structural cost initiatives, responsibly contain costs as volumes recover
M&A Integration: Complete L3H MT synergy capture and retain a high score of customer renewals on the new Civil Flight Services business
Balance sheet flexibility: Reduce overall leverage ratios while continuing to invest
ESG: Further advance our ESG initiative through increasing thenumber of diverse senior leaders and developing an ESG roadmap
Talent: Implement workstream to proactively address employee attraction and retention in the midst of a highly competitive employment market
Training Efficacy: Develop and deploy integrated next-generation metrics focused on optimizing "Training Efficacy"
| |
FY2023 Achievements
| |
Growth: Achieved revenue growth target of$4.2B in FY2023, representing a 25% YoY increase, despite continuing impact of the pandemic in certain areas of the business and the impact of the Russia/Ukraine conflict, particularly to our Civil business unit. In addition, adjusted order intake* achieved $5.0B, greater than 10% ahead of target and providing a book-to-bill of 1.2x for the organization
Expand profitability and generate strong cash flow conversion: Significant progress in terms of margin expansion achieved across the Civil business unit, reflecting gains realized as the result of cost containment efforts identified and implemented over the past two years. Did not reach the anticipated level of progress within the D&S business unit as the result of supply chain and manpower challenges evidenced across the defense industry throughout the year. In addition, the business unit was impacted by an unfavourable contract profit adjustment recorded in Q1 FY2023. Strong performance in cash generation with 120% free cash flow* conversion, exceeding the 100% target.
M&A Integration; While we did not see the full benefits of the actions taken to maximize the cost synergies due to lower throughput during FY2023, the revenue synergies have exceeded expectations and put the integrated D&S business in a position to pursue large scale opportunities that neither previous business, legacy CAE nor L3Harris military training business, would have been able to pursue on their own. Integration of the Sabre Air Centre business is proceeding well with financial performance exceeding plan in FY2023 and customer renewals at 100%.
|
Balance Sheet Health: Strong progress in reducing the leverage ratios, including reducing Net debt-to-adjusted EBITDA* from 3.6x to 3.4x at year end and continuing to track well.
ESG: Increased the number of diverse senior leaders by almost 14%, surpassing the target of 10% with a focused effort on recruitment, employee development and a commitment to DE&I awareness and training across CAE. Successfully developed and launched a 5-year ESG roadmap, intended to advance CAE's leading position in ESG initiatives.
Talent: Developed and launched 5 workstreams focused on attraction and retention of talent across the business. The workstreams included "Employee Experience", "Total Rewards & Recognition", "Long Service Employees" "Employee Development" and "Talent Attraction". Key initiatives already launched include flexible vacation, enhanced maternity & paternity leave, and employee development tools. CAE employee turnover rates remain well below market rates, including retention of 97% of identified high potential employees.
Training Efficacy: Successfully developed and will deploy integrated next-generation metrics focused on optimizing "training efficacy" with quantifiable measures & plans to augment operational processes in support of improving training outcomes.
|
Sonya Branco Executive Vice President, Finance and Chief Financial Officer |
Sonya Branco was appointed Vice President, Finance and Chief Financial Officer at CAE in May 2016. In this role, she has global responsibility for the company's finance and procurement activities. She oversees the financial operations of CAE's in approximately 250 sites and training locations in over 40 countries, as well as the financial reporting, treasury, global taxation, mergers & acquisitions, structured financing functions and global strategic sourcing.
Ms. Branco has more than 20 years' experience as a financial officer. She joined CAE in 2008 and was appointed to the role of CAE's Vice President and Corporate Controller in 2011. Her diverse background includes valuable experience in public accounting and financial reporting, strategic planning and mergers and acquisitions.
In her capacity as Corporate Controller, Ms. Branco oversaw all of CAE's external financial information from subsidiaries and joint ventures globally. Over the past years, Ms. Branco's role expanded from the financial reporting Controller role to a broader strategic and operational scope in the organization.
Prior to joining CAE, Ms. Branco worked at BCE in Mergers & Acquisitions and at PricewaterhouseCoopers, where she practiced in Audit and Advisory services.
Ms. Branco is a certified professional accountant and she holds a Bachelor of Commerce degree from Concordia University and a Master's degree in Business Administration from McGill University's Desautels Faculty of Management.
Ms. Branco has received numerous awards and is a Gold Medalist of the Ordre des comptables agréés du Québec. She was named one of Canada's Top 100 Most Powerful Women in 2020 by Women's Executive Network.
|
FY2023 Goals
Achieve corporate annual financial targets for FY2023
Working with Business Unit leaders drive growth objectives across the organization
Continue on driving cash flow generation across the business and enhancing balance sheet flexibility and leverage metrics.
Advance CAE's ESG objectives
| |
FY2023 Achievements
| |
Ms. Branco continued to provide strong financial stewardship to CAE in FY2023, managing through several fiscal challenges including the ongoing impact of the pandemic in segments of our business, geopolitical events in Europe and continuing high levels of volatility with foreign exchange rates globally.
Growth and adjusted order intake* performance were strong, with revenue up 25% and adjusted order intake* representing a 1.2x book-to-bill level. Overall adjusted EPS* performance, while up 4.8% YoY, was not to target, particularly impacted by an unfavorable contract profit adjustment recorded in the D&S business unit in Q1 FY2023.
Ms. Branco and the Finance team played an important role in supporting business growth initiatives across the organization including significant new long-term training agreement with Qantas, the opening and/or advancement of new training centers within the Civil business unit, key new programs awarded involving our D&S team including from the German government for the Chinook 47F and the Royal Australian Navy for Platform & Systems training. Additionally, the Finance team, led by Ms. Branco was instrumental in supporting the integrations of the Sabre Air Centre acquisition and the establishment of the Civil Flight Services division within the Civil BU.
|
Ms. Branco played a key role in achieving significant improvement in the company's balance sheet, specifically related to Net debt-to-adjusted EBITDA* where the ratio declined from 3.6x to 3.4x in FY2023. This was achieved through effective cost control measures that were implemented organization wide, focus on reducing Non-Cash Working Capital* and pursuing new business opportunities with the respective business unit leaders. In addition, Ms. Branco achieved a strong cash conversion rate of 120%.
Achieved increased DE&I representation within the Finance team and established effective governance and reporting practices in support of CAE's 5-year ESG roadmap.
In FY2023, Ms. Branco expanded the supply chain ESG engagement with additional disclosure of scope 3 carbon emissions coming from the supply chain. By engaging a CAE Supplier Forum gathering the suppliers representing 55% of the spend on the Full Flight Simulators (FFS). During the Forum, suppliers were trained on climate change and carbon footprint, they completed a self-assessment of their carbon footprint and had initial discussions with our engineers on how to work together to progressively reduce their carbon footprint. As well as, by joining the, International Aerospace Environment Group (IAEG), to harmonize ESG expectations for suppliers from the largest aerospace and defense companies
Ms. Branco and the Global Procurement & Real Estate team navigated expertly through a volatile supply chain to deliver the manufacturing operations, and in turn to our customers for 100% on time delivery for the Civil Aviation operations.
|
Carter Copeland Senior Vice President, Global Strategy |
Carter Copeland was appointed CAE's Senior Vice President, Global Strategy, in August 2021. He is responsible for cultivating strategic plans aimed at driving growth in key areas, as well as optimizing organizational performance. He works in partnership with CAE's Executive Management Committee, with a particular focus on the company's growth agenda, as well as areas of resource allocation and organizational design. In June 2022, Mr. Copeland took over the responsibility of CAE Healthcare business in addition to his Global Strategy position. Additionally, he has responsibility for the ongoing evaluation of CAE's business portfolio and he plays a crucial role in the CAE technology transformation.
Prior to joining CAE, Mr. Copeland served as the President and co- founder of Melius Research, an independent research, consulting, and data analytics firm focused both on traditional industrial firms as well as emerging industrial technology companies.
Before co-founding Melius, Mr. Copeland was Managing Director and Senior Analyst covering the Global Aerospace and Defense sector for Barclays PLC. Prior to Barclays, he held various roles of increasing responsibility in the aerospace and defense research practice at Lehman Brothers.
Before beginning his career on Wall Street, Mr. Copeland served on the staff of the Federal Reserve Board of Governors in Washington, D.C., aiding in monetary policy work and conducting corporate finance research.
Mr. Copeland graduated with honors from the University of Alabama, with a degree in Economics. He also holds an MBA from Washington University in St. Louis, where he was a recipient of the prestigious Wood Fellowship. He is a Chartered Financial Analyst and formerly served as a member of the Corporate Leaders program on the Council of Foreign Relations.
Mr. Copeland is a co-author of the book Lessons from the Titans.
|
FY2023 Goals
Set corporate strategic planning, manage oversight, and lead associated process management
Oversight of CAE's Healthcare business unit at the Executive Management Committee level
Evaluation of CAE's strategic capital deployment plans and portfolio
Co-lead efforts on cross-BU technology advancement, with a focus on training efficacy and tech incubation
Broaden CAE strategic partnerships across the Aerospace & Defense ecosystem
Enhance enterprise performance through detailed business line evaluation and competitive benchmarking
| |
FY2023 Achievements
| |
Led the creation and planning of CAE's updated business strategy, which was centered on the construction of a bigger, stronger, more profitable company. As part of this effort, oversaw the exploration of numerous One CAE initiatives focused on leveraging organizational scale, technology development, as well as cost and operational synergies to improve long-term strategic positioning and earnings growth potential.
Upon a change of leadership in the Healthcare business, oversaw a consistent improvement in performance throughout the remainder of FY2023, including the achievement of record revenues and consistent growth in adjusted segment operating income margin %* sequentially throughout the year.
Led numerous assessments across all businesses and functions within CAE to address critical areas of performance improvement opportunity and organizational efficiency. Areas of particular emphasis within the enterprise performance objective included but were not limited to market and competitor analysis, macro risk assessment, and capital deployment prioritization.
|
Helped lead the expansion of CAE's strategic partnerships, focused on expanding market and customer reach, including the completion of a significant collaboration with a major OEM.
Successfully launched a One CAE effort to define and implement a new technology initiative focused on defining, tracking, and managing toward a holistic "training efficacy" standard.
Co-led innovation efforts to help shape CAE's five-year ESG roadmap and the rollout of CAE Heartbeat, the company's new employee focused initiative designed to further enhance employee experience and retention.
|
Daniel Gelston Group President, Defense and Security |
Daniel Gelston was appointed Group President of CAE's Defense & Security Group in August 2020. In this position, he leads the Defense & Security business worldwide, which focuses on helping CAE's defense customers to maintain the highest levels of mission readiness. He also serves as President & General Manager of CAE USA Inc., the company's US-based subsidiary that operates under a Special Security Agreement (SSA) to mitigate foreign ownership, control or influence.
Mr. Gelston is a proven leader with 25 years' experience in the U.S. military, intelligence community and the global defense industry.
Before joining CAE, Mr. Gelston served as President of L3Harris Technologies' Broadband Communications Systems sector. Prior to that, Mr. Gelston was President of the SSA businesses Smiths Detection Inc. and Cobham Tactical Communications and Surveillance. In 2017, he led the SSA-controlled portion of Smith's
$710 million Morpho Detection acquisition and the divestment of Smith's Brazil business. In 2015, Mr. Gelston led the sale of Cobham's Surveillance Business and served as CEO during its transition to a standalone company.
Mr. Gelston holds a Master of Science degree in Strategic Intelligence from the National Intelligence University, the only US institution of higher education that incorporates study in the Top Secret/Sensitive Compartmentalized Information (TS/SCI) arena. He also has a double-major Bachelor's degree in Economics and International Strategic Policy from Bucknell University.
Mr. Gelston's military experience includes US Army active and reserve duty 1998 to 2007 as an Armor and Military Intelligence Officer. He is a US Army Armor School Draper Awardee and Intelligence Officer School Distinguished Honor Graduate.
|
FY2023 Goals
Deliver on Growth objectives for the Defense and Security (D&S) business
Expand profitability through improved efficiency and cost management including attainment of synergies related to the integration of the L3 Harris MT acquisition
In support of CAE's ESG priority, achieve a 10% increase in number of diverse senior leaders and develop a carbon impact study for the D&S business unit
Drive growth of the business though acquisition and retention of key talent in midst of a challenging talent acquisition market place
Continue to advance our technology and innovation objectives in current and future markets
| |
FY2023 Achievements
| |
While the Defense & Security (D&S) business unit experienced financial challenges in the course of FY2023, particularly adjusted segment operating income margin %*, there were also some significant achievements in respect of the units overall financial performance. Revenues of $1.8B represented a 15% YoY growth in total revenue achieved and adjusted order intake* of $2.0B provided a greater than 1.1x book-to-bill, both the revenue and adjusted order intake* were all-time records for the business unit. A variety of issues negatively impacted the adjusted segment operating income margin %*, performance of D&S including supply chain and manpower challenges felt throughout the defense industry in addition to an unfavourable contract profit adjustment recorded in D&S in Q1 FY2023.
Progress was made throughout the year in terms of cost reductions and cost efficiencies including the successful implementation of a new ERP system. Mr. Gelston and the D&S team continued to leverage synergies, both cost and revenue related, to optimize the integration of the L3H MT acquisition. While the benefits of the actions taken to achieve the cost related synergies was not evident due to lower throughput in FY2023, revenue synergies surpassed expectations and supported significant new contract pursuits and wins that neither the legacy CAE D&S business, nor the L3H MT business on their own would have been qualified to pursue.
|
Significantly over-achieved in the expansion of diverse candidate representation amongst the senior leaders in D&S. Diverse senior leaders in D&S increased by 30% in FY2023. In addition, D&S completed an ASHRE Phase 1 energy survey at the largest operations centers which has led to initial power management system improvements and set a foundation for the Phase 2 ASHRE study which will be conducted in FY24.
The lack of available, qualified talent across the defense industry, including within the D&S business unit was a significant impediment to the business's performance in FY2023. Through enhanced recruiting strategies, the creation and communication of an attractive employee value proposition and the presence of an employee centric work environment, the D&S team made significant progress in addressing manpower shortages by focusing on filling critical roles on new programs. The efficiency of the hiring process increased quarter over quarter and has begun to contribute significantly to helping mitigate the impact of the talent shortages experienced in FY2023.
Through a strong, well organized business acquisition group, the team exceeded its objectives to win business in supporting our technology and innovation objectives including winning generational platform training and simulation opportunities like the US Army's Future Vertical Lift program and achieving an above target value of contracts to sell digitally immersive solutions to customers across the US and Internationally.
|
Nick Leontidis Group President, Civil Aviation |
Nick Leontidis was appointed CAE's Group President, Civil Aviation, in June 2013. In this position, he is responsible for CAE's Civil business, which comprises the world's largest civil aviation training network, and provides comprehensive training solutions for pilots, cabin crew, maintenance technicians and ground personnel, in commercial, business aviation, helicopter, and the emerging eVTOL markets.
Prior to his appointment as Group President, Mr. Leontidis served as CAE's Executive Vice President, Strategy and Business Development for more than four years. During this time, he played an important leadership role, responsible for CAE's overall corporate strategy, overseeing all mergers and acquisitions activities and the creation of the New Core Markets segment businesses, CAE Healthcare and CAE Mining.
Mr. Leontidis joined CAE as a software engineer in 1988, and was promoted to Vice President of the Visuals Systems group in 1999. From 2001 to 2009 he held a series of executive positions of increasing responsibility in the Civil business unit, where he was instrumental in the creation and growth of the training and services business. His positions included Vice President, Sales and Marketing; Executive Vice President, Simulation Products; Executive Vice President, Civil Aviation Training and Equipment; and finally Executive Vice President, Customers, where he was responsible for sales, marketing, business development, strategic planning, program management and customer services functions across the Civil Simulation and Training business unit.
Mr. Leontidis holds Bachelor's and Master's degrees in Engineering from Concordia University.
|
FY2023 Goals
Achieve financial targets set for the Civil Aviation business unit
Execute integration of Sabre's AirCentre and establish CAE Flight Services division. Achieve financial and customer renewal objectives
Further expand the Civil Training business's global footprint to enhance customer experience
Continue to advance our technology and innovation objectives in current and future markets
Capture growth through commercial airline outsourcing
Enhance ESG metrics, including increasing the number of diverse leaders by a minimum of 10% and ensuring not less than 30% of identified high-potentials are diverse candidates
| |
FY2023 Achievements
| |
Exceptional performance in FY2023 by Mr. Leontidis, the Civil leadership team and the broader CAE team (e.g. Global Sourcing, Operations and Engineering), inclusive of an adjusted segment operating income* performance of $485M, exceeding target and achieving the highest adjusted segment operating income* performance in the Civil Business Unit's history, as well as an adjusted order intake* of $2.8M significantly exceeding target and representing a book-to-bill of 1.3X. Sales of Full Flight Simulators (FFS) remained strong with 62 sold in FY2023.
The integration and performance of Sabre's Air Centre business (Civil Flight Services) exceeded expectations. The creation of CAE's Flight Service division was achieved with the integration of previous acquisitions including Roster Buster and Merlot. The adjusted segment operating income* and adjusted order intake* objectives are exceeding plan. Additionally, 100% of contract renewals was achieved, and new landmark deals were concluded with key airlines.
Maintained strong progress in growing the Business Aircraft training (BAT) network in FY2023 with a new Training Centre opened in Las Vegas and the expansion of the Singapore centre. Additionally, 8 new FFSs have been deployed within the global BAT training network. Plans are in progress for the opening of our new locations in Savannah and Vienna in 2024. Achieved significant partnerships including a 15-year training agreement with Qantas and a Joint-Venture for a new flight training location in Greece with Aegean.
|
Expanded our high-tech innovation applications through launching RISE on several business aviation platforms and enabled a significantly high number of simulators within the commercial and business aviation training facilities, surpassing targets. In terms of airlines partnerships, AirAsia India has become the first airline in India to use CAE Rise™ Training System.
Positioned CAE as an Advanced Air Mobility leader by partnering with five electric vertical takeoff and landing (eVTOL) developers, including Volocopter, with a definitive agreement signed in FY2023.
Achieved objectives related to increasing the number of diverse leaders among the senior leadership teams as well as the representation of diverse candidates in the identified high potential group.
Maintained zero major incidents reported within our global training network in FY2023.
Despite the growth of Civil business operations, carbon emissions remained similar compared to FY2022 as a result of real estate footprint optimization and energy efficiency initiatives in our buildings.
|
Performance Measure
|
Management
|
CEO
|
Independent Compensation Consultant
|
HRC
|
Board
|
Executive compensation and benefits programs design
|
Develop
|
Review
|
Review
|
Recommend
|
Approve
|
Annual NEO compensation
|
Develop
|
Recommend
|
Review
|
Approve
|
-
|
Annual CEO compensation
|
-
|
-
|
Develop
|
Recommend
|
Approve
|
Annual and long-term incentive plan measures, targets and performance results
|
Develop
|
Review
|
Review
|
Recommend
|
Approve
|
Comparator group for executive compensation benchmarking purposes
|
Review
|
Review
|
Develop
|
Approve
|
-
|
Meridian
|
PCI
|
FW Cook
| ||||
FY2023
|
FY2022
|
FY2023
|
FY2022
|
FY2023
|
FY2022
| |
Executive Compensation
|
$263,818
|
$228,708
|
$15,515
|
$27,308
|
$0.00
|
$193,090
|
All Other Fees
|
-
|
-
|
-
|
$2,000
|
-
|
-
|
Total
|
$263,818
|
$228,708
|
$15,515
|
$29,308
|
$0.00
|
$193,090
|
What we do
| |
ü
|
Provide a balanced pay mix of short, medium and longer-term compensation
|
ü
|
Balance of fixed and at-risk compensation
|
ü
|
No overlap of metrics between annual and long-term incentives (starting in FY2024)
|
ü
|
60% of long-term incentives vest contingent on performance
|
ü
|
Most performance metrics focused on a three-year period
|
ü
|
Provide for overlapping performance periods and vesting of equity, to ensure executives are exposed to long term risks of their decision making
|
ü
|
Caps on annual bonuses and PSU payout factors
|
ü
|
Robust clawback policy
|
ü
|
Prohibit executives from hedging CAE securities
|
ü
|
Robust and market aligned Share ownership guidelines and requirement to retain 25% of the net profit of option exercises while employed by CAE
|
ü
|
CEO required to maintain Share ownership requirement for one-year post-retirement (starting in FY2024)
|
ü
|
The HR Committee retains an independent compensation consultant
|
ü
|
Hold an annual Say on Pay vote and engage with Shareholders on executive pay
|
What we don't do
| |
×
|
Offer excessive perquisites
|
×
|
Guarantee annual base salary increases or bonus payments
|
×
|
Guarantee a minimum level of vesting for performance-based awards
|
×
|
Single-trigger vesting upon a Change of Control
|
×
|
Offer loans to executives or directors
|
×
|
Re-price, backdate or exchange underwater stock options
|
×
|
Count PSUs or options toward Share ownership guidelines
|
×
|
Offer excessive severance arrangements to executives
|
×
|
Overemphasize any single performance metric
|
The CAE comparator group was reviewed in FY2023 to ensure the companies in the group and underlying selection criteria are still relevant. As a result of this review, Nuance Communications was removed from the group as it had been acquired. No other changes were made to the comparator group. | The comparator group includes size appropriate companies operating in at least one of CAE's market segments, with a similar financial and operational footprint, or with which CAE competes for talent. |
CAE's comparator group comprises a mix of size appropriate and business relevant Canadian and US companies. The primary criteria for selecting the comparator group companies are:
Revenue (C$M)
|
Market Cap (C$M)
| |
North American Group
| ||
Air Canada
|
18,870
|
6,878
|
CGI Inc.
|
13,671
|
32,300
|
Booz Allen Hamilton
|
12,711
|
22,450
|
WSP Global Inc.
|
12,267
|
17,382
|
BRP Inc.
|
10,033
|
8,092
|
CACI International Inc
|
8,986
|
9,768
|
AMETEK, Inc.
|
8,509
|
43,486
|
Gartner, Inc.
|
7,607
|
33,003
|
Teledyne Technologies
|
7,470
|
26,572
|
Synopsys, Inc.
|
7,153
|
4,193
|
Spirit AeroSystems
|
6,899
|
76,705
|
Autodesk, Inc.
|
6,675
|
57,189
|
Cadence Design Systems
|
5,272
|
13,679
|
Open Text Corporation
|
4,981
|
77,847
|
IDEX Corporation
|
4,433
|
21,186
|
Curtiss-Wright Corporation
|
3,556
|
8,914
|
Woodward, Inc.
|
3,506
|
7,985
|
NFI Group Inc.
|
2,867
|
623
|
Hexcel Corporation
|
2,225
|
8,232
|
CAE Inc.
|
$4,203
|
$9,707
|
% Rank
|
P21
|
P38
|
- Share ownership requirements must be achieved within 5 years from hire or promotion to executive position.
- Only Shares, DSUs and 50% of RSUs are included.
|
- Majority of NEOs retain 25% of the net profit realized from option exercise in CAE Shares for the duration of their employment at CAE.
|
Under CAE's Share Ownership Guidelines Policy, each executive is expected to meet a minimum equity ownership in the Company. Shares, DSUs and 50% of RSUs are counted towards Share ownership:
Share Ownership Targets (as a % of base salary)
| |
NEO
|
% of Base Salary
|
Marc Parent
|
500%
|
Sonya Branco
|
250%
|
Carter Copeland
|
200%
|
Daniel Gelston
|
250%
|
Nick Leontidis
|
250%
|
The Share ownership guidelines must be met within five years from the date of hire or promotion to the executive position. The Share ownership requirements are tested monthly until the requirement is met. Once the required Share ownership value is reached, the minimum number of Shares/units to be held by the executive is locked-in and the executive is required to hold at least this number of Shares/units until retirement or termination of employment.
NEO
|
Share Ownership Requirement as Percent of Salary (%)
|
Ownership Status
|
Target Date
|
Number of Shares/ Units to be Held Once Requirement Met (#)
|
Value Required to Meet Guidelines1 ($)
|
Completion to Meet Share Ownership Guidelines (%)
|
Value Held in Shares/ Units2 ($)
|
Value of Shares/Units Held as Percent of Salary3 (%)
|
Marc Parent
|
500
|
Already Met
|
N/A
|
286,858
|
N/A
|
100
|
19,946,1234
|
1,583
|
Sonya Branco
|
250
|
Already Met
|
N/A
|
36,553
|
N/A
|
100
|
1,460,714
|
258
|
Carter Copeland
|
200
|
Time to meet
|
August 2026
|
45,058
|
1,320,000
|
10
|
129,488
|
20
|
Daniel Gelston
|
250
|
Time to Meet
|
August 2025
|
63,278
|
1,853,775
|
29
|
533,070
|
72
|
Nick Leontidis
|
250
|
Already Met
|
N/A
|
65,044
|
N/A
|
100
|
8,252,821
|
1,454
|
2018
|
2019
|
2020
|
2021
|
2022
|
2023
| |
CAE Inc.
|
$100
|
$125
|
$76
|
$155
|
$140
|
$131
|
S&P/TSX Composite Index
|
$100
|
$108
|
$93
|
$134
|
$161
|
$152
|
S&P Aerospace & Defense Index
|
$100
|
$106
|
$89
|
$147
|
$146
|
$137
|
Total Target Direct Pay1
|
Realizable Pay2
|
% Change in CEO Pay
|
% Change in TSR
|
From
|
To
|
Change in CEO relative Pay to $100 of CEO Pay
|
Change in TSR Relative to $100 Invested in CAE Shares
| |
Fiscal 2021
|
$6,139,463
|
$9,457,538
|
+54%
|
+72%
|
March 31, 2020
|
March 31, 2023
|
$154
|
$172
|
Fiscal 2022
|
$7,446,013
|
$6,446,111
|
-13%
|
-15%
|
March 31, 2021
|
March 31, 2023
|
$87
|
$85
|
Fiscal 2023
|
$8,936,974
|
$7,076,274
|
-21%
|
-6%
|
March 31, 2022
|
March 31, 2023
|
$79
|
$94
|
Average
|
$7,507,483
|
$7,659,974
|
+7%
|
+17%
|
$107
|
$117
|
Name and Principal Position
| Year | Salary |
Share-Based Awards1
|
Option-Based Awards2
|
Non-Equity Incentive Plan Compensation
|
Pension Value4
|
All Other Compensation5
|
Total Compensation
| |
Annual Incentive Plan3
|
Long-Term Incentive Plan
| ||||||||
Marc Parent President and Chief Executive Officer |
2023
|
$1,250,000
|
$4,888,963
|
$1,223,011
|
$1,362,380
|
$0
|
$1,890,000
|
$91,270
|
$10,705,624
|
2022
|
$1,174,400
|
$3,360,561
|
$1,441,052
|
$2,482,500
|
$0
|
$2,045,000
|
$95,250
|
$10,598,763
| |
2021
|
$906,847
|
$1,674,398
|
$2,511,818
|
$1,543,440
|
$0
|
$686,000
|
$83,735
|
$7,406,238
| |
Sonya Branco Executive Vice President, Finance and Chief Financial Officer |
2023
|
$556,016
|
$1,086,771
|
$271,659
|
$292,879
|
$0
|
$332,000
|
$73,189
|
$2,612,514
|
2022
|
$530,833
|
$943,328
|
$405,152
|
$648,821
|
$0
|
$545,000
|
$73,404
|
$3,146,538
| |
2021
|
$423,709
|
$490,389
|
$735,370
|
$542,063
|
$0
|
$283,000
|
$70,143
|
$2,544,674
| |
Carter Copeland6, 8 Senior Vice President, Global Strategy overseeing Healthcare |
2023
|
$649,157
|
$776,661
|
$195,814
|
$551,925
|
$0
|
$400,000
|
$49,495
|
$2,623,052
|
2022
|
$330,784
|
$361,028
|
$154,830
|
$271,384
|
$0
|
$212,000
|
$28,526
|
$1,358,552
| |
Daniel Gelston6, 7 Group President Defense & Security
|
2023
|
$728,140
|
$1,435,863
|
$358,939
|
$258,601
|
$0
|
$410,000
|
$182,334
|
$3,373,877
|
2022
|
$651,338
|
$885,153
|
$379,830
|
$814,570
|
$0
|
$477,000
|
$181,605
|
$3,389,496
| |
2021
|
$393,470
|
$343,675
|
$515,164
|
$438,075
|
$0
|
$230,000
|
$543,639
|
$2,464,023
| |
Nick Leontidis Group President Civil Aviation |
2023
|
$563,095
|
$1,135,302
|
$284,751
|
$410,801
|
$0
|
$788,000
|
$69,713
|
$3,251,662
|
2022
|
$533,897
|
$946,642
|
$406,303
|
$670,983
|
$0
|
$798,000
|
$68,870
|
$3,424,695
| |
2021
|
$433,777
|
$500,674
|
$750,994
|
$553,711
|
$0
|
$674,000
|
$67,611
|
$2,980,767
|
FY2023 August |
FY2023 June |
FY2022 September |
FY2022 June
|
FY2021 August |
FY2021 June | |
Dividend yield
|
0.78%
|
0.64%
|
0.65%
|
0.64%
|
1.22%
|
2.05%
|
Expected volatility
|
43.40%
|
42.00%
|
40.07%
|
40.53%
|
36.19%
|
35.15%
|
Risk-free interest rate
|
3.24%
|
3.30%
|
0.71%
|
0.76%
|
0.34%
|
0.36%
|
Expected option term
|
4.5
|
4.5
|
4.25
|
4
|
4.25
|
4
|
Black-Scholes Value
|
35.95%
|
34.92%
|
32.13%
|
30.92%
|
24.97%
|
24.26%
|
Automobile Expenses ($)
|
Health & Insurance Benefits ($)
|
Other Perquisites ($)
|
Relocation ($)
|
Employer ESPP Contributions ($)
|
Dividend Equivalents
|
Total ($)
| |
Marc Parent
|
40,842
|
12,928
|
-
|
37,500
|
-
|
91,270
| |
Sonya Branco
|
-
|
13,345
|
43,000
|
-
|
16,844
|
-
|
73,189
|
Carter Copeland
|
-
|
3,295
|
46,200
|
-
|
-
|
-
|
49,495
|
Daniel Gelston
|
-
|
3,295
|
66,000
|
91,637
|
21,401
|
-
|
182,333
|
Nick Leontidis
|
31,491
|
12,928
|
8,400
|
-
|
16,893
|
-
|
69,712
|
Option-Based Awards
|
Share-Based Awards Market or Payout
| ||||||
Name
|
Number of Securities Underlying Unexercised Options (#)
|
Option Exercise Price1 ($)
|
Option Expiration Date
|
Value of Unexercised In-the-Money Options2 ($)
|
Number of Shares or Units of Shares that have not Vested3 (#)
|
Market or Payout value of Share- based Awards that have not Vested4 ($)
|
Value of Vested Share-Based Awards not Paid Out or Distributed5 ($)
|
Marc Parent
|
112,100
|
33.47
|
06/10/2029
|
-
| |||
125,200
|
36.82
|
06/01/2028
|
-
| ||||
482,300
|
20.57
|
06/02/2027
|
4,818,177
| ||||
253,500
|
34.17
|
05/29/2026
|
-
| ||||
343,000
|
27.14
|
06/05/2025
|
1,173,060
| ||||
408,000
|
22.17
|
06/08/2024
|
3,423,120
| ||||
Total
|
9,414,357
|
318,740
|
9,442,184
|
8,406,935
| |||
Sonya Branco
|
24,900
|
33.47
|
06/10/2029
|
-
| |||
35,200
|
36.82
|
06/01/2028
|
-
| ||||
105,900
|
20.57
|
06/02/2027
|
1,057,941
| ||||
74,200
|
34.17
|
05/29/2026
|
-
| ||||
22,250
|
27.14
|
06/05/2025
|
76,095
| ||||
Total
|
1,134,036
|
81,930
|
2,416,349
|
567,387
| |||
Carter Copeland
|
2,200
|
26.83
|
08/22/2029
|
8,206
| |||
16,100
|
33.47
|
06/10/2029
|
-
| ||||
13,000
|
35.71
|
09/01/2028
|
-
| ||||
Total
|
8,206
|
33,890
|
1,035,678
|
-
| |||
Daniel Gelston
|
32,900
|
33.47
|
06/10/2029
|
-
| |||
33,000
|
36.82
|
06/01/2028
|
-
| ||||
105,200
|
20.24
|
08/24/2027
|
1,085,664
| ||||
Total
|
1,085,664
|
83,920
|
2,502,314
|
-
| |||
Nick Leontidis
|
26,100
|
33.47
|
06/10/2029
|
-
| |||
35,300
|
36.82
|
06/01/2028
|
-
| ||||
144,200
|
20.57
|
06/02/2027
|
1,440,558
| ||||
75,800
|
34.17
|
05/29/2026
|
-
| ||||
115,000
|
27.14
|
06/05/2025
|
393,300
| ||||
34,200
|
22.17
|
06/08/2024
|
286,938
| ||||
Total
|
2,120,796
|
83,970
|
2,476,857
|
6,855,547
|
Option-Based Awards-Value Vested During the Year1 ($)
|
Number of Options Exercised During the Year (#)
|
Gain on Exercise During the Year ($)
|
Share-based Awards-Value Vested During the Year2 ($)
|
Non-Equity Incentive Plan Compensation- Value Earned During the Year3 ($)
| |
Marc Parent
|
2,249,286
|
418,000
|
6,591,157
|
3,906,874
|
1,362,380
|
Sonya Branco
|
639,185
|
-
|
-
|
1,143,928
|
292,879
|
Carter Copeland
|
-
|
-
|
-
|
-
|
551,925
|
Daniel Gelston
|
148,858
|
-
|
-
|
-
|
258,601
|
Nick Leontidis
|
693,570
|
-
|
-
|
1,168,617
|
410,801
|
- Pensions payable under the Supplementary Pension Plan are conditional upon compliance with non- competition and non-solicitation clauses.
|
- No extra years of service are generally granted under the pension plans.
|
Canadian based NEOs and key executives are members of the contributory Designated Pension Plan registered in Canada, whereas the US based NEOs and key executives are members of the CAE 401K plan for US employees. All NEOs and Key executives a.re also members of the non-contributory Supplementary Pension Plan. The amounts payable under these arrangements are based on "average annual earnings" which are calculated on the basis of the 60 highest-paid consecutive months of base salary and STIP payouts.
Annual Benefits Payable
| |||||||
Number of years of credited service (#)
|
At March 31, 2022 ($)
|
At age 65 ($)
|
Accrued obligation at start of the year ($)
|
Compensatory change1 ($)
|
Non- compensatory change2 ($)
|
Accrued obligation at year-end3 ($)
| |
Marc Parent
|
18.17
|
779,000
|
1,031,000
|
12,318,000
|
1,890,000
|
(1,797,000)
|
12,411,000
|
Sonya Branco
|
14.25
|
243,000
|
578,000
|
3,419,000
|
332,000
|
(593,000)
|
3,158,000
|
Carter Copeland4
|
1.60
|
24,800
|
471,000
|
170,000
|
400,000
|
(84,000)
|
486,000
|
Daniel Gelston4
|
2.60
|
61,900
|
526,000
|
616,000
|
410,000
|
(121,000)
|
905,000
|
Nick Leontidis
|
23.00
|
502,000
|
526,000
|
7,892,000
|
788,000
|
(1,066,000)
|
7,614,000
|
Compensation Program
|
Resignation and Termination for Cause
|
Involuntary Termination
|
Retirement
|
Change of Control1
|
Annual Short-Term Incentive
|
Forfeit
|
Partial payment based on performance and time in position
|
Partial payment based on Company performance and time in position
|
Two times the greater of average three-year bonus or target bonus in case of termination2
|
Stock Options
|
Resignation: 30 days to exercise vested options
Termination for cause: All options are cancelled
|
30 days to exercise vested options
|
Exercise vested options up to expiry date; unvested options continue to vest and must be exercised within 30 days following vesting date
|
All options become vested, as per plan provisions
|
Performance Share Units
|
All units are forfeited
|
PSUs granted as of FY2017: units partially vest at a rate of 1/6, 1/3 and 1/2 for each full year of employment completed since the grant date.
|
All units will be paid out as scheduled
|
Unvested units vest as of the Change of Control date; all vested units become payable at the closing price of CAE Shares on the TSX on such date, as per plan provisions
|
Restricted Share Units
|
All units are forfeited
|
Units partially vest at a rate of 1/3 for each full year of employment completed since the grant date
|
All units will be paid out as scheduled
|
Unvested units vest as of the Change of Control date; all vested units become payable at the closing price of CAE Shares on the TSX on such date, as per plan provisions
For grants awarded on or after FY2024, these vesting rules will apply if a termination not for cause occurs within two years for a Change of Control
|
Deferred Share Units Grants from 04/2004
|
Vested units are paid out
|
Vested units are paid out
|
All units become vested
|
All units become vested
|
Supplemental Pension Plan (SPP)
|
Resignation: If five or more years of participation in the SPP, accrued deferred pension at age 65 termination for cause: No benefits payable from the SPP
|
If five or more years of participation in the SPP, accrued deferred pension benefits at age 65
|
If age 55 or older with a minimum of five years of participation in SPP, immediate monthly pension payable
|
Immediate vesting and two years of additional service in case of termination2
|
Severance payments
|
-
|
Severance amount3 in case of termination
|
-
|
Severance amount4 in case of termination2
|
Marc Parent
|
Sonya Branco
|
Carter Copeland
|
Daniel Gelston
|
Nick Leontidis
| |
Involuntary Termination
| |||||
Salary/Severance1
|
5,770,000
|
Undetermined
|
Undetermined
|
Undetermined
|
Undetermined
|
LTUs
|
-
|
-
|
-
|
-
|
-
|
Options
|
-
|
-
|
-
|
-
|
-
|
RSUs2
|
1,058,678
|
306,926
|
28,467
|
234,923
|
312,147
|
PSUs2
|
1,290,089
|
373,190
|
42,315
|
290,043
|
379,119
|
Supplementary Plan
|
1,357,000
|
-
|
-
|
-
|
-
|
Total
|
9,475,767
|
680,116
|
70,782
|
524,966
|
691,266
|
Retirement
|
Eligible
|
Not eligible
|
Not eligible
|
Not eligible
|
Eligible
|
LTUs
|
-
|
-
|
-
|
-
|
-
|
RSUs
|
-
|
-
|
-
|
-
|
-
|
PSUs
|
-
|
-
|
-
|
-
|
-
|
Options
|
-
|
-
|
-
|
-
|
-
|
Supplementary Plan
|
-
|
-
|
-
|
-
|
-
|
Total
| |||||
Termination Following Change in Control
|
Eligible
|
Not eligible
|
Not eligible
|
Not eligible
|
Eligible
|
Salary/Severance3
|
6,212,213
|
2,221,075
|
2,402,400
|
2,727,285
|
2,325,530
|
LTUs4
|
-
|
-
|
-
|
-
| |
Options5
|
2,409,089
|
705,294
|
6,155
|
542,832
|
720,279
|
RSUs6
|
3,156,848
|
836,122
|
270,150
|
797,310
|
855,680
|
PSUs6
|
6,964,100
|
1,778,259
|
772,515
|
1,850,062
|
1,823,049
|
Supplementary Plan7
|
1,357,000
|
254,000
|
294,000
|
677,000
|
683,000
|
Total
|
20,099,250
|
5,794,750
|
3,745,220
|
6,594,489
|
6,407,538
|
Mark Hounsell, General Counsel, Chief Compliance Officer and Corporate Secretary | |
June 15, 2023
Montréal, Québec
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(amounts in millions)
|
Civil Aviation
|
Defense and Security
|
Healthcare
|
Total
| ||||
Years ended March 31
|
2023
|
2022
|
2023
|
2022
|
2023
|
2022
|
2023
|
2022
|
Operating income
|
$430.3
|
$224.1
|
$35.7
|
$56.0
|
$8.0
|
$4.1
|
$474.0
|
$284.2
|
Restructuring, integration and acquisition costs
|
$52.0
|
$79.0
|
$10.6
|
$61.4
|
$1.7
|
$6.5
|
$64.3
|
$146.9
|
Impairments and other gains and losses arising from
| ||||||||
significant strategic transactions or specific events:
| ||||||||
Impairment reversal of non-financial assets
| ||||||||
following their repurposing and optimization
|
$3.0
|
-
|
$6.8
|
-
|
-
|
-
|
$9.8
|
-
|
Cloud computing transition adjustment
|
-
|
$11.6
|
-
|
$1.8
|
-
|
-
|
-
|
$13.4
|
Adjusted segment operating income
|
$485.3
|
$314.7
|
$53.1
|
$119.2
|
$9.7
|
$10.6
|
$548.1
|
$444.5
|
Three months ended March 31
|
Years ended March 31
| |||
(amounts in millions, except per share amounts)
|
2023
|
2022
|
2023
|
2022
|
Net income attributable to equity holders of the Company
|
$98.4
|
$55.1
|
$222.7
|
$141.7
|
Restructuring, integration and acquisition costs, after tax
|
$12.5
|
$27.1
|
$49.4
|
$110.0
|
Impairments and other gains and losses arising from
| ||||
significant strategic transactions or specific events:
| ||||
Impairment reversal of non-financial assets
| ||||
following their repurposing and optimization, after tax
|
-
|
-
|
$7.1
|
-
|
Cloud computing transition adjustment, after tax
|
-
|
$9.8
|
-
|
$9.8
|
Adjusted net income
|
$110.9
|
$92.0
|
$279.2
|
$261.5
|
Adjusted number of shares outstanding (diluted)
|
318.7
|
318.5
|
318.4
|
312.9
|
Adjusted EPS
|
$0.35
|
$0.29
|
$0.88
|
$0.84
|
Last twelve months ended March 31
| ||
(amounts in millions, except net debt-to-EBITDA ratios)
|
2023
|
2022
|
Operating income
|
$474.0
|
$284.2
|
Depreciation and amortization
|
$342.2
|
$310.5
|
EBITDA
|
$816.2
|
$594.7
|
Restructuring, integration and acquisition costs
|
$64.3
|
$146.9
|
Impairments and other gains and losses arising from
| ||
significant strategic transactions or specific events:
| ||
Impairment reversal of non-financial assets
| ||
following their repurposing and optimization
|
$9.8
|
-
|
Cloud computing transition adjustment
|
-
|
$13.4
|
Adjusted EBITDA
|
$890.3
|
$755.0
|
Net debt
|
$3,032.5
|
$2,700.1
|
Net debt-to-EBITDA
Net debt-to-adjusted EBITDA
|
3.72
3.41
|
4.54
3.58
|
Eligibility | Any salaried employee of CAE or its subsidiaries is eligible to participate in the ESOP. The ESOP does not permit grants to non-employee Directors. Subject to ESOP provisions related to employee death, retirement, or termination without cause, no option granted under ESOP may be exercised unless that employee wishing to exercise such option is currently employed by CAE or one of CAE's subsidiaries and has served continuously in such capacity since the date of the grant of such option. |
Limitations on Grants | An ESOP participant (which may include an employee management insider of CAE) may not hold options on more than 5% (on an undiluted basis) of the issued and outstanding Shares. The number of Shares issuable to insiders of CAE at any time under all security-based compensation arrangements cannot exceed 10% of the issued and outstanding Shares. The number of Shares issued to insiders of the Company within any one-year period under all security-based compensation arrangements cannot exceed 10% of the Company's issued and outstanding Shares. |
Exercise Price | The weighted average price of the Shares on the TSX on the five trading days immediately preceding the grant date (if the grant date falls within a blackout period or within five trading days following the end of a blackout period, the grant date shall be presumed to be the sixth trading day following the end of such blackout period). |
Termination of Employment |
Death: options may be exercised to the extent that the optionee was entitled to do so at the time of death. The options can be exercised only during the period expiring on the day that is earlier of six months following the date of death and the option termination date.
Retirement: all unvested options shall continue to vest following the retirement date. Such retired optionee shall be entitled, (a) to exercise any vested options held as of the retirement date until the termination date for each such option; and (b) to exercise any options vesting after the retirement date only during the 30-day period following the vesting date of the post retirement vesting options, after which any such options which remain unexercised shall expire.
Involuntary termination for cause: each unvested option shall terminate and become null, void and of no effect on the date on which the optionee ceases to serve the Company.
Involuntary termination without cause and resignation: the optionee has the right for a period of 30 days (or until the normal expiry date of the option if earlier) from the date of ceasing to be an employee to exercise his or her option to the extent that he/she was entitled to exercise it on the date of ceasing to be an employee. Upon the expiration of such 30-day period (subject to extension if the end of the period falls within a blackout period), each option shall terminate and become null, void and of no effect on the date on which such optionee ceases to serve the Company.
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Transferability/ Assignment of Options | Options are not transferable or assignable otherwise than by will or by operation of estate law. |
Financial Assistance | The ESOP does not contain any financial assistance provisions to facilitate employees' participation in the program. |
Amendments | The ESOP provides that its terms, as well as those of any option, may be amended, terminated or waived in certain stated circumstances. The ESOP specifies in what situations Shareholders approval is required. |
Amendments not Requiring Shareholders Approval |
The HRC has the authority, in accordance with and subject to the terms of the ESOP, to amend, suspend or terminate the ESOP or any option granted under the ESOP without obtaining Shareholders approval to:
(a) (i) amend any terms relating to the granting or exercise of options, including the terms relating to the eligibility for (other than for non-executive Directors) and limitations or conditions on participation in the ESOP, the amount and payment of the exercise price (other than a reduction thereof) or the vesting, exercise, expiry (other than an extension of the termination date except as contemplated in the ESOP), assignment (other than for financing or derivative-type transaction purposes) and adjustment of options, or (ii) add or amend any terms relating to any cashless exercise features;
(b) amend the ESOP to permit the granting of Deferred or Restricted Share Units under the ESOP or to add or amend any other provisions which result in participants receiving securities of the Company while no cash consideration is received by the Company;
(c) make changes that are necessary or desirable to comply with applicable laws, rules or regulations of any regulatory authorities having jurisdiction or any applicable stock exchange;
(d) correct or rectify any ambiguity, defective provision, error or omission in the ESOP or in any option or make amendments of a "housekeeping" nature;
(e) amend any terms relating to the administration of the ESOP; and
(f) make any other amendment that does not require Shareholders approval by virtue of the ESOP, applicable laws or relevant stock exchange or regulatory requirements;
provided such amendment, suspension or termination (i) does not adversely alter or impair any previously granted option without the optionee's consent and (ii) is made in compliance with applicable laws, rules, regulations, by-laws and policies of, and receipt of any required approvals from, any applicable stock exchange or regulatory authorities having jurisdiction.
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Amendments Requiring Shareholders Approval |
The ESOP provides that Shareholders approval is required to make the following amendments:
(a) increase the maximum number of Shares issuable under the ESOP, except in the case of an adjustment pursuant to Article VIII thereof (subdivisions, consolidations or reclassifications of Shares or other such events);
(b) increase the number of Shares that may be issued to insiders or to any one optionee under the ESOP, in both cases except in the case of an adjustment pursuant to Article VIII thereof (subdivisions, consolidations or reclassifications of Shares or other such events);
(c) allow non-employee Directors to be eligible for awards of options;
(d) permit any option granted under the ESOP to be transferable or assignable other than by will or pursuant to succession laws (estate settlements);
(e) reduce the exercise price of an option after the option has been granted or cancel any option and substitute such option by a new option with a reduced exercise price granted to the same optionee, except in the case of an adjustment pursuant to Article VIII of the ESOP;
(f) extend the term of an option beyond the original expiry date, except in case of an extension due to a blackout period;
(g) add a cashless exercise feature payable in cash or Shares, which does not provide for a full deduction of the number of underlying Shares from the ESOP reserve;
(h) add any form of or amendment to financial assistance provisions in the ESOP which is more favourable to optionees; and
(i) amend any provisions to the amendment provisions of the ESOP.
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Change of Control |
In the circumstances of a change in the beneficial ownership or control over the majority of the Shares of CAE or the sale of all or substantially all of CAE's assets, the vesting of all options issued would be accelerated.
A change of control is defined as (i) any event or circumstance where any person, any joint actor thereof or any person acting jointly or in concert therewith, or any combination thereof, acquires beneficial ownership or exercises control or direction, directly or indirectly (whether through a purchase, issuance or exchange of Shares or other voting securities, reorganization, amalgamation, merger, business combination, consolidation or other transaction or series of transactions having similar effect (or a plan of arrangement in connection with any of the foregoing)), other than solely involving the Company and any one or more of its subsidiaries, of a majority of the Shares or other voting securities of the Company or of any successor or resulting corporation or other person; or (ii) the sale or other disposition to a person other than a subsidiary of the Company of all or substantially all of the Company's assets.
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Adjustments | If certain corporate events affect the number or type of outstanding Shares, including, for example, a dividend in stock, stock split, stock consolidation or rights offering, adjustments will be made to the terms of the outstanding option grants as appropriate in such circumstances. |
Number of Securities to be Issued Upon Exercise of Outstanding Options |
Percentage of CAE's Outstanding Share Capital Represented by Such Securities |
Weighted-Average Exercise Price of Outstanding Options |
Number of Securities Remaining Available For Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in 1st Column) |
Percentage of CAE's Outstanding Share Capital Represented by Such Securities | |
Employee Stock Option Plan
|
6,323,537
|
1.99%
|
$26.63
|
2,730,739
|
0.86 %
|
2023
|
2022
|
2021
| |
Annual burn rate |
0.20%
| 0.23% | 0.99% |
Eligibility |
The HRC, in its sole discretion, from time to time designates the executive officers, employees and consultants of the Company or any of its subsidiaries to whom awards of PSUs, RUSs and/or Stock Options shall be granted and determine, if applicable, the number of Shares to be covered by such awards and the terms and conditions of such awards. The Omnibus Incentive Plan does not permit Stock Option grants to non-employee directors.
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Limitations on Grants |
The number of Shares issuable from treasury to any one participant shall not exceed more than 5% (on an undiluted basis) of the issued and outstanding Shares. The number of Shares issuable from treasury to insiders of CAE at any time under all security-based compensation arrangements cannot exceed 10% of the issued and outstanding Shares. The number of Shares issued from treasury to insiders of the Company within any one-year period under all security-based compensation arrangements cannot exceed 10% of the Company's issued and outstanding Shares. The total number of Shares available for issuance under the Omnibus Incentive Plan shall be 10,000,000.
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Exercise Price of Stock Options |
All Stock Options granted under the Omnibus Incentive Plan have an exercise price which shall not be less than the market price of the Shares on the date of the grant.
For purposes of the Omnibus Incentive Plan, the "market price "of the Shares as at a given date shall be the volume weighted average trading price of the Shares on the TSX for the five (5) trading days before such date. The HRC may, in its discretion, provide for procedures whereby Shares are sold, at the request of the participant, to cover the exercise price and the applicable withholding taxes, otherwise known as a "cashless exercise", or to provide cash payments representing the value of the remaining Shares underlying the Stock Options.
In the event of a "cashless exercise", as permitted by the HRC, a participant may authorize a third-party broker to (i) pay on his or her behalf the Exercise Price for the number of Shares in respect of which the Stock Option is exercised, (ii) sell such portion of the Shares received upon exercise of the Stock Option which is sufficient to cover such Exercise Price and the amount necessary to satisfy any withholding tax obligations of the Company or any subsidiary, and (iii) remit to the Company or such subsidiary, as applicable, the portion of the proceeds sufficient to cover such withholding tax obligations.
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Stock Option Term |
The HRC shall determine, at the time of granting a Stock Option, the period during which the Stock Option is exercisable, which shall not be more than ten (10) years from the date of grant. Unless otherwise determined by the HRC, all unexercised Stock Options shall be cancelled at the expiry of such term. Should the expiration date for a Stock Option fall within a black-out period or within nine (9) trading days following the end of a black-out period, such expiration date shall be automatically extended to that date which is the tenth (10th) trading day after the end of the black-out period.
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Share Unit Grant Date
| Unless otherwise determined by the HRC, the date of grant of PSUs and RSUs shall not be before the sixth (6th) trading day following the day on which the HRC approves the grant of PSUs and RSUs. Should the date of grant fall within a black-out period or within five (5) trading days after the end of a black-out period, then the date of grant shall be deemed to be the later of the sixth (6th) trading day following the end of such black-out period or the sixth (6th) trading day following the day on which the HRC approved the grant. |
Vesting |
Each PSU, RSU or Stock Option awarded to a participant shall be exercisable at such time or times and/or pursuant to the achievement of such performance criteria and/or other vesting conditions as the HRC may determine in its sole discretion at the time of granting the particular award.
Unless otherwise determined by the HRC, PSUs credited to a participant's account in respect of which the performance criteria have not been achieved, shall automatically be forfeited and be cancelled effective the last day of the applicable performance period.
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Settlement of Share Units |
All vested PSUs and RSUs shall be settled as soon as practicable following the applicable "share unit vesting determination date" but in all cases prior to the last day of the restriction period. The applicable settlement date shall be determined by the HRC but shall not fall within a black-out period or within five (5) trading days after the end of a black-out period, unless the last day of the "restriction period" falls within this period.
For the purposes of the Omnibus Incentive Plan, the "share unit vesting determination date" shall be the date on which the HRC determines if the vesting conditions with respect to PSUs or RSUs (including any applicable performance criteria) have been met, and as a result, establishes the number of PSUs or RSUs, as applicable, that become vested, if any.
For the purposes of the Omnibus Incentive Plan, the "restriction period" shall be the applicable restriction period in respect of a particular PSU or RSU, which period, unless otherwise determined by the HRC at the time the PSU or RSU is granted, shall end on the trading day preceding December 31 of the calendar year which is three (3) years after the calendar year in which the PSU or RSU was granted.
The Company, in its sole discretion, may settle (or cause a subsidiary to settle), vested PSUs or RSUs, by providing a participant (or the liquidator, executor or administrator, as the case may be, of the estate of the participant) with: (i) in the case of settlement of PSUs or RSUs for their cash equivalent, delivery of cash to the participant representing the cash equivalent, through wire transfer, cheque or any other form of payment deemed acceptable by the HRC; (ii) in the case of settlement of PSUs or RSUs for Shares, delivery of Shares issued from treasury and/or purchased on the participant's behalf on the open market; or (iii) in the case of settlement of the PSUs or RSUs for a combination of Shares and the cash equivalent, a combination of (i) and (ii) above.
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Determination of Amounts
|
For purposes of determining the cash equivalent of PSUs or RSUs to be paid, such calculation will be made as of the settlement date based on the market value on such date multiplied by the number of vested PSUs or RSUs in the participant's account, net of any applicable taxes.
For the purposes of determining the number of Shares to be issued or delivered to a participant upon settlement of PSUs or RSUs, such calculation will be made as of the settlement date based on the whole number of Shares corresponding to the vested PSUs or RSUs recorded in the participant's account, net of the whole number of Shares to be sold to satisfy any applicable taxes.
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Termination of Employment |
Termination for Cause: all awards granted to such participant, whether vested or unvested on the termination date, shall be forfeited. For the purposes of the Omnibus Incentive Plan, the determination by the HRC that the participant was discharged for cause shall be binding on the participant. "Cause" shall include a breach of the Company's Code of Business Conduct or other CAE policy, failure to perform specified and required duties after a written warning, serious misconduct or negligence of, among other things, a professional, ethical or legal nature, or moral turpitude.
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Resignation:
(i) all unvested PSUs, RSUs and/or Stock Options granted to such participant will be forfeited on the termination date;
(ii) all PSUs and RSUs granted to such participant and vested pursuant to the Omnibus Incentive Plan on the termination date will be settled (based on the vesting terms, including, if applicable, achievement of performance criteria, as determined in the final and sole discretion of the HRC) as soon as possible; and
(iii) all vested Stock Options granted to such participant will remain exercisable until the earlier of: (A) thirty (30) days after the termination date; and (B) the expiry date of the options, after which time all such Stock Options will expire. For greater certainty, if, following a participant's resignation, the end of the thirty (30) day period during which Stock Options may be exercised should fall within a black-out period or within nine (9) trading days following the end of a black-out period, such period shall be extended to the tenth (10th) trading day following the end of such black-out period.
Retirement:
(i) all unvested PSUs and/or RSUs granted to such participant will continue to vest as determined by the HRC and will be settled, as applicable, based on their vesting terms, including, if applicable, achievement of performance criteria, as determined in the final and sole discretion of the HRC;
(ii) all unvested Stock Options granted to such participant will continue to vest in accordance with the terms of the Omnibus Incentive Plan and the participant's grant agreement. Once vested, such Stock Options may only be exercised until the earlier of: (A) ninety (90) days following their vesting and (B) the expiry date of the Stock Options, after which time all unvested Stock Options will automatically expire. For greater certainty, if, following a participant's retirement, the end of the ninety (90) day period during which Stock Options may be exercised should fall within a black-out period or within nine (9) trading days following the end of a black-out period, such period shall be extended to the tenth (10th) trading day following the end of such black-out period;
(iii) all PSUs and RSUs granted to such participant and vested pursuant to the Omnibus Incentive Plan on the termination date will be settled (based on the vesting terms, including, if applicable, achievement of performance criteria, as determined in the final and sole discretion of the HRC) as soon as possible; and
(iv) all vested Stock Options granted to such participant will remain exercisable until their expiry date after which time all such Stock Options will automatically expire.
Death or Long-Term Disability:
(i) all unvested PSUs and/or RSUs granted to such participant will fully vest at target on the termination date and be settled as soon as possible (regardless of vesting terms including, if applicable, achievement of performance criteria);
(ii) all unvested Stock Options granted to such participant will vest on the termination date and may only be exercised until the earlier of: (A) six (6) months following the termination date; and (B) the expiry date of the Stock Options, after which time all unvested Stock Options will automatically expire;
(iii) all PSUs and RSUs granted to such participant and vested pursuant to the Omnibus Incentive Plan on the termination date will be settled (based on the vesting terms, including, if applicable, achievement of performance criteria, as determined in the final and sole discretion of the HRC) as soon as possible; and
(iv) all vested Stock Options granted to such participant will remain exercisable until the earlier: of (A) six (6) months after the termination date; and (B) the expiry date of the Stock Options, after which time all such options will automatically expire.
For greater certainty, if, following a participant's death or long-term disability, the end of the six (6) month period during which Stock Options may be exercised should fall within a black-out period or within nine (9) trading days following the end of a black-out period, such period shall be extended to the tenth (10th) trading day following the end of such black-out period.
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Termination without cause:
(i) the HRC may, in its sole discretion, determine that a portion of the PSUs and/or RSUs granted to such participant, pro-rated to the number of fiscal years completed since their grant, will immediately vest on the termination date and be settled (based on their vesting terms, including, if applicable, achievement of performance criteria, up to the termination date, as determined in the final and sole discretion of the HRC);
(ii) all unvested Stock Options granted to such participant will be forfeited on the termination date;
(iii) all PSUs and RSUs granted to such participant and vested pursuant to the Omnibus Incentive Plan on the termination date will be settled (based on the vesting terms, including, if applicable, achievement of performance criteria, as determined in the final and sole discretion of the HRC) as soon as possible; and
(iv) all vested Stock Options granted to such participant will remain exercisable until the earlier of: (A) ninety (90) days after the termination date; and (B) the expiry date of the Stock Options, after which time all such Stock Options will automatically expire.
For greater certainty, if, following a participant's termination without cause, the end of the ninety (90) day period during which Stock Options may be exercised should fall within a black-out period or within nine (9) trading days following the end of a black-out period, such period shall be extended to the tenth (10th) trading day following the end of such black-out period.
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Transferability/ Assignment of Awards | Except as specifically provided in a grant agreement approved by the HRC, each award granted under the Omnibus Incentive Plan shall not be transferable or assignable otherwise than by will or by the laws of succession. |
Financial Assistance | Unless otherwise determined by the HRC, the Company shall not offer financial assistance to any participant in regards to the exercise, vesting or payment of any award granted under the Omnibus Incentive Plan. |
Amendments | The Omnibus Incentive Plan provides that its terms, as well as those of any grants, may be suspended, terminated, amended or revised in certain stated circumstances. The Omnibus Incentive Plan specifies in what situations Shareholders approval is required. |
Amendments not Requiring Shareholders Approval |
The Board may suspend or terminate the Omnibus Incentive Plan at any time, or from time to time amend or revise the terms of the Omnibus Incentive Plan or any granted awards without the consent of the participants, provided that such suspension, termination, amendment or revision shall:
(i) not materially adversely alter or impair the rights of any participant, without the consent of such participant, except as permitted by the provisions of the Omnibus Incentive Plan;
(ii) be in compliance with applicable law and with the prior approval, if required, of the Shareholders, a stock exchange or any other regulatory body having authority over the Company; and
(iii) be subject to Shareholders approval, where required by law or the requirements of a stock exchange, provided that the Board may, from time to time, in its absolute discretion and without approval of the Shareholders of the Company make the following amendments:
a. amend any terms and conditions relating to the granting of awards, including the terms relating to the eligibility for and limitations or conditions on participation in the Omnibus Incentive Plan (other than to allow non-employee directors of the Company to be eligible for awards of Stock Options under the Omnibus Incentive Plan), the amount and payment of the exercise price (other than a reduction thereof) or the vesting, exercise, expiry (other than an extension of the expiry date except if due to a black-out period) and adjustment of awards as provided hereunder;
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b. make changes that are necessary or desirable to comply with applicable laws, rules or regulations of any regulatory authorities having jurisdiction or any relevant stock exchange;
c. correct or rectify any ambiguity, defective provision, error or omission in the Omnibus Incentive Plan or make amendments of a "housekeeping" nature;
d. amend any terms relating to the administration of the Omnibus Incentive Plan; and
e. make any other amendment that does not require Shareholders approval by virtue of the Omnibus Incentive Plan, applicable laws, rules or regulations of any regulatory authorities having jurisdiction or any relevant stock exchange.
The Board may also, by resolution, advance the date on which any award may be exercised or payable or, subject to applicable regulatory provisions, including any rules of a stock exchange, extend the expiration date of any award, in the manner to be set forth in such resolution, provided that the period during which a Stock Option is exercisable or a PSU or RSU remains outstanding does not exceed: (i) in the case of Stock Options, ten (10) years from the Stock Option grant date subject to an extension due to a black-out period; and (ii) in the case of PSUs and RSUs, the last day of the restriction period in respect of such PSUs and RSUs. The Board shall not, in the event of any such advancement or extension, be under any obligation to advance or extend the date on or by which any Stock Option may be exercised or any PSU or RSU may remain outstanding with respect to any other participant.
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Amendments Requiring Shareholders Approval |
The Omnibus Incentive Plan provides that the Board shall be required to obtain Shareholders approval to make the following amendments:
(i) increase the maximum number of Shares issuable under the Omnibus Incentive Plan, except in the case of an adjustment as provided under the Omnibus Incentive Plan;
(ii) increase the number of Shares that are issuable or that may be issued to insiders or to any one participant under the Omnibus Incentive Plan, except in the case of an adjustment as provided under the Omnibus Incentive Plan;
(iii) allow non-employee directors of the Company to be eligible for awards of Stock Options under the Omnibus Incentive Plan;
(iv) permit any award granted under the Omnibus Incentive Plan to be transferable or assignable other than by will or pursuant to succession laws;
(v) reduce the exercise price of a Stock Options after the Stock Option has been granted to a participant or cancel any Stock Option and substitute such Stock Option by a new Stock Option with a reduced exercise price granted to the same participant, except in the case of an adjustment provided under the Omnibus Incentive Plan;
(vi) extend the term of a Stock Option beyond the original expiry date, except in case of an extension due to a black-out period;
(vii) add any form of financial assistance and any amendment to a financial assistance provision in the Omnibus Incentive Plan which is more favourable to participants; and
(viii) amend any provisions to the amendment provisions of the Omnibus Incentive Plan.
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Change of Control |
In the context of a change of control, all awards granted to a participant will be converted into or substituted by alternative awards, to the extent possible, and Stock Options, PSUs and RSUs which are not converted into or substituted by an alternative award shall vest and, in the case of Stock Options, become exercisable in full immediately prior to the consummation of the transaction constituting the change of control.
If alternative awards are available and a participant is terminated without cause or submits a resignation for good reason within twenty-four (24) calendar months after a change of control, all outstanding alternative awards which are not then exercisable shall vest and alternative awards in which Stock Options were converted will become exercisable in full upon such termination or resignation. Alternative awards in which PSUs and RSUs were converted will be settled as soon as possible after vesting. Alternative awards in which Stock Options were converted will remain exercisable until the earlier of: (i) one (1) year after the termination or resignation; and (ii) the original expiry date of the Stock Options, after which time all such alternative awards will expire.
A change of control is defined as (i) any event or circumstance where any person, any joint actor thereof or any person acting jointly or in concert therewith, or any combination thereof, acquires beneficial ownership or exercises control or direction, directly or indirectly (whether through a purchase, issuance or exchange of Shares or other voting securities, reorganization, amalgamation, merger, business combination, consolidation or other transaction or series of transactions having similar effect (or a plan of arrangement in connection with any of the foregoing)), other than solely involving the Company and any one or more of its subsidiaries, of a majority of the Shares or other voting securities of the Company or of any successor or resulting Company or other person; (ii) the sale or other disposition to a person other than a subsidiary of the Company of all or substantially all of the Company's assets; (iii) the Company undergoing a liquidation or dissolution; or (iv) as a result of or in connection with: (A) a contested election of directors; or (B) a reorganization, amalgamation, merger, business combination, consolidation or other transaction or series of transactions involving the Company or any of its subsidiaries and another corporation or other entity, the nominees named in the most recent management information circular of the Company for election to the Board of directors no longer constitute a majority of the members of the Board of Director.
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Adjustments | In the event of any subdivision, consolidation, reclassification, reorganization or any other change affecting the Shares, or any merger, amalgamation or consolidation of the Company with or into another corporation, or any distribution to all security holders of cash, evidences of indebtedness or other assets not in the ordinary course, or any transaction or change having a similar effect, the Board shall in its sole discretion, subject to the required approval of any stock exchange, determine the appropriate adjustments or substitutions to be made in such circumstances in order to maintain the economic rights of the participants in respect of awards under the Omnibus Incentive Plan, including, without limitation, adjustments to the exercise price, adjustments to the number of Shares to which a participant is entitled upon exercise or settlement, adjustments permitting the immediate exercise of any outstanding awards that are not otherwise exercisable or adjustments to the number or kind of Shares reserved for issuance. |
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CAE Inc. published this content on 22 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 June 2023 20:43:13 UTC.