Stellantis paid millions to CEO Tavares last year, but a lot more to former executive

Stellantis CEO Carlos Tavares had total compensation of $24.8 million (23.5 million euros) in 2022, which is 365 times that of the average employee, according to a U.S. Securities and Exchange Commission filing Friday evening.

But Stellantis paid more money last year to Mike Manley, the former CEO of Fiat Chrysler Automobiles, as part of an agreement inked before the merger with Peugeot maker PSA Group, which created Stellantis in 2021. Stellantis owns the Jeep, Ram, Chrysler, Dodge and Fiat brands among others.

According to the annual SEC filing, Manley, who retired as Stellantis' head of Americas in November 2021 to become CEO of AutoNation, was paid $54.1 million (51.2 million euros).

The filing noted that the company completed the payment in March 2022 and that no decision was made in 2022 by the Stellantis board "as the above payments were contractually due under an agreement entered into prior to the merger."

The amount includes a $1.5 million (1.4 million euros) retention award, $45 million (42.6 million euros) for the cash value related to the accelerated vesting of his incentive plan and a $7.6 million (7.2 million euros) “recognition award” for his role during and after the merger.

More:Stellantis said it made $18B in net profit in 2022

Under FCA's equity incentive plan, the consummation of the merger along with the change in Manley's role where he would no longer be CEO entitled him to accelerated vesting of his awards and payment of severance contemplated in his employment agreement, the filing said. It noted that a new agreement was struck with Manley to secure his "continued leadership in the preparation of the merger and in the critical initial integration phase of the new company."

In addition to his payment, the filing said Manley "will be entitled to certain facilitations regarding the purchase of vehicles manufactured by the company."

As for Tavares, his compensation included a $2.1 million (2 million euros) base salary, incentives worth $20.2 million (19.1 million euros), $2.5 million (2.4 million euros) in pension contributions and more than $15,000 (14,000 euros) in fringe benefits, which include transport, tax services and insurance premiums.

The company, however, said in its filing that the actual compensation paid to Tavares was less, at $15.7 million (15 million euros). The company explained that the “post-retirement benefits expense reflects pension contributions for deferred retirement income, and the fringe benefits show the value of company payments for services or benefits provided under the terms of the CEO agreement and are considered competitive in the market.” In addition, it said that “(the long-term incentive) reflects the accounting expense recognized during each period – not the actual (long-term incentive) awards received upon vesting.”

More:Stellantis workers to get profit-sharing of $14,760

As noted above, however, that's still substantially more than the compensation for the average employee, which the filing listed as $67,887 (64,328 euros). Tavares' total compensation in 2021 was $21 million (19.2 million euros), based on the exchange rate then.

The company said its personnel costs in 2022, excluding executive directors, was $19.2 billion (18.2 billion euros), and the average number of employees was 282,926.

Others listed in the filing include Stellantis Chairman John Elkann, with total compensation of $6.2 million (5.9 million euros), including a base salary of $1 million (951,519 euros), incentives worth $3.98 million (3.8 million euros) and fringe benefits worth $1.2 million (1.1 million euros); and Vice Chairman Robert Peugeot, with total compensation of $231,745 (219,595 euros), including a base salary of $216,337 (205,000 euros) and fringe benefits worth $15,402 (14,595 euros). Eight other members of the board had total compensation ranging from $213,022 (201,853 euros) to $306,057 (290,010 euros).

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The filing comes during the week that Stellantis reported its earnings for the year, with the company showing that its net profit jumped 26% in 2022 to almost $18 billion (16.8 billion euros) compared with its 2021 results. The company announced that profit-sharing for eligible UAW-represented employees would hit $14,760 this year, the highest payouts per worker among the Detroit Three.

The profit sharing for UAW-represented employees was part of a global $2.1 billion (2 billion euros) payout announcement that the company, which has its headquarters in the Netherlands, made this week.

“Thanks to Stellantis’ record performance results achieved in 2022, we will be distributing more than ($2.1 billion) in profit-sharing and variable bonus to Stellantis employees across the world,” Tavares said in a news release Wednesday. “It’s ($211 million) more than last year and it is a fair recognition of the contribution of all Stellantis employees to make Stellantis win in a very demanding economic context. When the Company does well, all employees do well – that’s what our pay-for-performance culture is all about.”

CEO compensation for last year has not yet been released for either General Motors Chair and CEO Mary Barra or Ford Motor Co. CEO Jim Farley.

For 2021, GM reported that Barra had total compensation of $29.1 million and Ford reported that Farley had total compensation of $22.8 million.

Staff writers Jamie L. LaReau and Phoebe Wall Howard contributed to this report. Contact Eric D. Lawrence: elawrence@freepress.com. Become a subscriber. 

This article originally appeared on Detroit Free Press: Stellantis CEO Tavares made $24.8M in 2022, Manley paid $54.1M