from the Chair of the Board
and the President and CEO
Voting Matter | Board Vote Recommendation |
Page Reference for More Information |
Election of 13 Directors
| FOR each nominee | 9 |
Appointing PricewaterhouseCoopers LLP as Auditors
| FOR | 11 |
Advisory Vote on Executive Compensation
|
FOR
| 12 |
by mail: sign, date and return your proxy form in the envelope provided. | |
by telephone: call the telephone number on your proxy form. | |
on the Internet: visit the website listed on your proxy form. | |
by appointing another person to attend and vote at the Meeting online on your behalf. |
High-Tech Company with a Noble Purpose focused on Safety
Our vision is to be the worldwide partner of choice in civil aviation, defence and security and healthcare by revolutionizing our customers' training and critical operations with digitally immersive solutions to elevate safety, efficiency and readiness. Our mission is to lead at the frontier of digital immersion with high-tech training and operational support solutions to make the world a safer place.
Achieving this goal depends on our several unique capacities:
• knowledge leadership, with over 3,600 talented engineers and a skilled manufacturing workforce
• industrial champion with a best-in-class global supply chain, a broad global footprint, world-class operational and functional processes, and an agile organization capable of going quickly from prototype to production
• deep expertise in applying advanced technologies to create highly differentiated training and operational support solutions.
|
Strategic Priorities
Five areas of strategic focus for superior and sustainable growth |
High Degree of Recurring Business
We operate in highly regulated industries with mandatory and recurring training requirements for maintaining professional certifications. Over 60% of our business is derived from the provision of technology-enabled services and software-based solutions, which is an important source of recurring business, and largely involves long-term agreements with many airlines, business aircraft operators and defence forces.
|
Headroom in Large Markets
We provide innovative training and operational support solutions to customers in large addressable markets in civil aviation, defence and security and healthcare. Significant untapped market opportunities exist in these three core businesses, with substantial headroom to grow our market share and expand along adjacencies over the long-term.
|
Potential for compound growth and superior returns over the long term
In each of our businesses, we have the potential to grow at a rate superior to our underlying markets because of our potential to gain share within the markets we serve an expand through adjacencies. Our rising proportion of recurring revenue is largely driven by our customers' ongoing training, operational support requirements and our ability to assist them with these critical activities by means of our highly innovative products, and technology and software-enabled service solutions. We leverage our leading market position to deepen and expand our customer relationships and gain more share of their critical responsibilities. We expect to optimize and increase the utilization of our global training network and to deploy new assets with accretive returns, over the long-term.
|
Industry leader with a strong competitive moat
We are an industry leader in each of our three segments by way of scale, the range of our technological solutions and services, and our global reach. We benefit from a strong competitive moat, fortified by seven decades of industry firsts and by continuously pushing the boundaries using digitally immersive, high-tech training and operational support solutions. Our broad global training network, unique end-to-end cadet to captain training capacities, technology-intensive training and operational support solutions, deep subject matter expertise and industry thought leadership, unrivaled customer intimacy and strong, recognizable brand further strengthen our competitive moat.
|
Solid financial position and highly cash generative business model
A constant priority for CAE is the maintenance of a solid financial position and we use established criteria to evaluate capital allocation opportunities. Our business model and training network, specifically, is highly cash generative by nature.
|
Culture of innovation, empowerment, excellence and integrity
One CAE is the internal mantra that represents our culture of innovation, empowerment, excellence and integrity. It is the combination of these four key attributes that provides CAE with its market leadership, strong reputation and high degree of customer intimacy.
|
Excellent and diverse team with a unique social impact on safety
CAE prides itself in having an excellent and diverse team with a unique social impact on safety. Each day, our employees support our customers' most critical operations with the most innovative solutions and in doing so, they help make the world a safer place. We help make air travel and healthcare safer and help our defence forces maintain security.
|
Technology and industry thought leader
CAE is a high-tech training and operational support solutions company and an industry thought leader in the application of modelling and simulation, virtual reality and advanced analytics to create highly innovative and digitally immersive training and operational support solutions for customers in civil aviation, defence and security and healthcare.
|
• 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 PSU payouts
|
• Balanced mix of short, medium and long-term compensation
|
• Pensionable earnings based on actual years served (plus any severance period in certain circumstances)
|
• Change of control severance limited to two times salary and bonuses
|
• Clawback policy
|
• Minimum share ownership and option profit retention guidelines
|
• Anti-hedging policy
|
• 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
| 61 |
• 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 in FY2022
| 7 |
• Number of financial experts on the Audit Committee
| 3 |
• 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 of Directors and in executive officer positions
| |
• Enterprise Risk Management oversight including ESG matters
|
Name | Age |
Director
Since
| Position |
Indepen- dent |
Committee
Memberships1
|
Board and
Committee
Attendance
FY2022
|
Other
Public
Boards
|
Top Three Competencies2
|
Ayman Antoun | 56 |
N/A3
| General Manager, IBM Americas |
YES
|
N/A3
|
N/A
|
N/A
|
• Knowledge of Industry
• Strategic Leadership and Management
• Information Technology / Cybersecurity / Digital
|
Margaret S. (Peg) Billson | 60 | 2015 | Corporate Director |
YES
|
GC (Chair) HRC
|
100%
|
1
|
• Knowledge of Industry
• Strategic Leadership and Management
• R&D
|
Elise Eberwein | 57 |
N/A3
| Corporate Director |
YES
|
N/A3
|
N/A
|
N/A
|
• Knowledge of Industry
• Strategic Leadership and Management
• Human Resources / Compensation
|
Hon. Michael M. Fortier | 60 | 2010 | Vice-Chair, RBC Capital Markets |
YES
|
HRC (Chair)
|
100%
|
N/A
|
• Finance / Accounting
• Human Resources / Compensation
• Legal / Governance
|
Marianne Harrison | 58 | 2019 | President and CEO John Hancock Life Insurance Company |
YES
|
Audit (Chair)
GC
|
100%
|
N/A
|
• Strategic Leadership and Management
• Finance / Accounting
• Risk Management
|
Alan N. MacGibbon | 66 | 2015 | Corporate Director |
YES
|
Audit4
HRC
|
100%
|
1
|
• Strategic Leadership and Management
• Finance / Accounting
• Risk Management
|
Mary Lou Maher | 62 | 2021 | Corporate Director |
YES
|
Audit
HRC
|
100%
|
2
|
• Finance / Accounting
• Human Resources / Compensation
• Risk Management
|
François Olivier | 57 | 2017 | Corporate Director |
YES
|
Audit
GC
|
100%
|
1
|
• Strategic Leadership and Management
• Finance / Accounting
• Human Resources / Compensation
|
Marc Parent | 61 | 2008 | President and CEO, CAE |
NO
|
N/A
|
100%
|
1
|
• Knowledge of Industry
• Strategic Leadership and Management
• Human Resources / Compensation
|
Gen. David G. Perkins, USA (Ret.) | 64 | 2020 | Corporate Director |
YES
|
Audit
HRC
|
100%
|
1
|
• Knowledge of Industry
• Strategic Leadership and Management
• Government Relations
|
Michael E. Roach | 70 | 2017 | Corporate Director |
YES
|
Audit
GC
|
100%
|
1
|
• Strategic Leadership and Management
• Information Technology / Cybersecurity / Digital
• Risk Management
|
Patrick M. Shanahan | 59 | 2022 | Corporate Director |
YES
|
Audit
|
N/A
|
2
|
• Knowledge of Industry
• Strategic Leadership and Management
• Risk Management
|
Andrew J. Stevens | 65 | 2013 | Corporate Director |
YES
|
GC
HRC
|
100%
|
N/A
|
• Knowledge of Industry
• Strategic Leadership and Management
• Human Resources / Compensation
|
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.
We also use the other defined terms throughout this Circular which are defined in the Glossary annexed to this Circular.
|
Currency, Exchange Rates and Share Prices | 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. |
Information Currency | The information in this Circular is current as of June 15, 2022 unless otherwise stated. |
www.envisionreports.com/CAE2022e
Montréal, Québec General Counsel, Chief Compliance Officer and
Corporate Secretary
by mail: sign, date and return your proxy form in the envelope provided. | |
by telephone: call the telephone number on your proxy form. | |
on the Internet: visit the website listed on your proxy form. | |
by appointing another person to attend and vote at the Meeting online on your behalf. |
and Quarterly Reports
13
Nominees
|
92%1
Independent
|
0
Interlock
|
97.6%
% Votes FOR in 2021 |
100%
Average Board Meeting Attendance
|
All of the following nominees, except for Ayman Antoun and Elise Eberwein, are currently members of the Board of Directors, and have been recommended by the GC and the Board for election at the Meeting. Patrick M. Shanahan was appointed as a Director by the Board of Directors on April 1, 2022. Ayman Antoun and Elise Eberwein will become Directors following their election at the Meeting, and Alan N. MacGibbon will succeed Hon. John P. Manley as the Chair of the Board after the end of the Meeting. | |
• Ayman Antoun
• Margaret S. (Peg) Billson
• Elise Eberwein
• The Honourable Michael M. Fortier, P.C.
• Marianne Harrison
• Alan N. MacGibbon
• Mary Lou Maher
|
• François Olivier
• Marc Parent, C.M.
• Gen. David G. Perkins, USA (Ret.)
• Michael E. Roach
• Patrick M. Shanahan
• Andrew J. Stevens
|
and fresh perspectives
FEE TYPE |
2022
($ millions)
|
2021
($ millions)
|
1. Audit services
|
5.8
|
4.7
|
2. Audit-related services
|
0.1
|
0.8
|
3. Tax services
|
0.5
|
1.0
|
Total
|
6.4
|
6.5
|
97.6%
Average 2021 Votes FOR |
92%
Independent Directors |
61
Average Age |
5
Average Tenure1 (years) |
100%
Average Board Attendance |
Board Membership and Attendance1
| |
Board of Directors |
N/A
|
Total
|
N/A
|
Other Public Company Boards | |
Current
| N/A |
Former
|
N/A
|
Securities Held | ||||||
Date |
Common Shares | DSUs | Total |
Market Value |
Minimum Ownership Requirement |
% of Achievement |
June 3, 2022
|
-
|
-
|
-
|
-
|
N/A
|
N/A
|
Board Membership and Attendance | ||
Board of Directors
|
7 of 7
|
100%
|
Governance Committee (Chair) |
3 of 3
|
100%
|
Human Resources Committee |
5 of 5
|
100%
|
Total
|
15 of 15
|
100%
|
Other Public Company Boards | ||
Current
|
Arconic, Corp.
|
'20 - present
|
Former
|
Skywest, Inc.
|
'07 - '15
|
Securities Held | ||||||
Date |
Common Shares | DSUs | Total |
Market Value |
Minimum Ownership Requirement |
% of Achievement |
June 3, 2022
|
-
|
51,526
|
51,526
|
$1,747,246
|
$400,000
|
437%
|
June 4, 2021
|
-
|
44,719
|
44,719
|
$1,667,856
|
$594,000
|
281%
|
Board Membership and Attendance1
| |
Board of Directors
|
N/A
|
Total
|
N/A
|
Other Public Company Boards | |
Current
|
N/A
|
Former
|
N/A
|
Securities Held | ||||||
Date |
Common Shares | DSUs | Total |
Market Value |
Minimum Ownership Requirement |
% of Achievement |
June 3, 2022
|
-
|
-
|
-
|
-
|
N/A
|
N/A
|
Board Membership and Attendance | ||
Board of Directors
|
7 of 7
|
100%
|
Human Resources Committee (Chair) |
5 of 5
|
100%
|
Total
|
12 of 12
|
100%
|
Other Public Company Boards | ||
Current
|
N/A
| |
Former
|
Aimia Inc.
|
'09 - '18
|
Securities Held | ||||||
Date |
Common Shares | DSUs | Total |
Market Value |
Minimum Ownership Requirement |
% of Achievement |
June 3, 2022
|
-
|
88,514
|
88,514
|
$3,001,510
|
$400,000
|
750%
|
June 4, 2021
|
-
|
81,880
|
81,880
|
$3,072,137
|
$594,000
|
517%
|
Board Membership and Attendance | ||
Board of Directors |
7 of 7
|
100%
|
Audit Committee (Chair) |
4 of 4
|
100%
|
Governance Committee |
3 of 3
|
100%
|
Total
|
14 of 14
|
100%
|
Other Public Company Boards | |
Current
| N/A |
Former
| N/A |
Securities Held | ||||||
Date |
Common Shares | DSUs | Total |
Market Value |
Minimum Ownership Requirement |
% of Achievement |
June 3, 2022
|
15,600
|
18,875
|
34,475
|
$1,169,047
|
$400,000
|
292%
|
June 4, 2021
|
15,600
|
11,924
|
27,524
|
$1,032,700
|
$594,000
|
174%
|
Board Membership and Attendance | ||
Board of Directors
|
7 of 7
|
100%
|
Audit Committee
|
4 of 4
|
100%
|
Human Resources Committee |
5 of 5
|
100%
|
Total
|
16 of 16
|
100%
|
Other Public Company Boards | ||
Current
| TD Bank | '14 - present |
Former
| N/A |
Securities Held | ||||||
Date |
Common Shares1 | DSUs | Total |
Market Value |
Minimum Ownership Requirement |
% of Achievement |
June 3, 2022
|
4,088
|
56,633
|
60,721
|
$2,059,049
|
$400,000
|
515%
|
June 4, 2021
|
4,088
|
50,085
|
54,173
|
$2,032,570
|
$594,000
|
342%
|
(Independent)
Board Membership and Attendance | ||
Board of Directors |
7 of 7
|
100%
|
Audit |
4 of 4
|
100%
|
HRC |
5 of 5
|
100%
|
Total
|
16 of 16
|
100%
|
Other Public Company Boards | ||
Current | Canadian Imperial Bank of Commerce (CIBC) | '21 - present |
Magna International Inc. | '21 - present | |
Former | N/A |
Securities Held | ||||||
Date |
Common Shares | DSUs | Total |
Market Value |
Minimum Ownership Requirement |
% of
Achievement1
|
June 3, 2022
|
4,500
|
3,443
|
7,943
|
$269,347
|
$400,000
|
67%
|
June 4, 2021
|
2,500
|
-
|
2,500
|
$93,800
|
$594,000
|
16%
|
Board Membership and Attendance | ||
Board of Directors
|
7 of 7
|
100%
|
Audit Committee
|
4 of 4
|
100%
|
Governance Committee
|
3 of 3
|
100%
|
Total
|
14 of 14
|
100%
|
Other Public Company Boards | ||
Current
| Fiera Capital Corp. | '22 - present |
Former
| Transcontinental Inc. | '08 - '21 |
Securities Held | ||||||
Date |
Common Shares | DSUs | Total |
Market Value |
Minimum Ownership Requirement |
% of Achievement |
June 3, 2022
|
-
|
35,700
|
35,700
|
$1,210,587
|
$400,000
|
303%
|
June 4, 2021
|
-
|
29,152
|
29,152
|
$1,093,783
|
$594,000
|
184%
|
to Section 7 - "Executive Compensation - Compensation of
Our Named Executive Officers" for details concerning
Mr. Parent's compensation.
Board Membership and Attendance1
| ||
Board of Directors |
7 of 7
|
100%
|
Total
|
7 of 7
|
100%
|
Other Public Company Boards | ||
Current
| Telus Corporation | '17 - present |
Former
| N/A |
Securities Held2
| |||||
Date |
Common Shares |
FY2004 LTUs | LTUs | Total |
Market Value |
June 3, 2022
|
314,063
|
42,985
|
232,111
|
589,159
|
$19,978,382
|
June 4, 2021
|
310,892
|
42,985
|
232,111
|
585,988
|
$21,986,270
|
Board Membership and Attendance1
| ||
Board of Directors
|
7 of 7
|
100%
|
Audit Committee
|
4 of 4
|
100%
|
HRC
|
2 of 2
|
100%
|
Total
|
13 of 13
|
100%
|
Other Public Company Boards | ||
Current
| Oshkosh Corp. | '22 - present |
Former
| N/A |
Securities Held | ||||||
Date |
Common Shares | DSUs | Total |
Market Value |
Minimum Ownership Requirement |
% of Achievement |
June 3, 2022
|
-
|
12,760
|
12,760
|
$432,691
|
$400,000
|
108%
|
June 4, 2021
|
-
|
6,317
|
6,317
|
$237,013
|
$594,000
|
40%
|
Board Membership and Attendance | ||
Board of Directors |
7 of 7
|
100%
|
Audit Committee |
4 of 4
|
100%
|
Governance Committee |
3 of 3
|
100%
|
Total
|
14 of 14
|
100%
|
Other Public Company Boards | ||
Current
| CGI Group Inc. | '06 - present |
Former
|
N/A
|
Securities Held | ||||||
Date |
Common Shares | DSUs | Total |
Market Value |
Minimum Ownership Requirement |
% of Achievement |
June 3, 2022
|
-
|
30,132
|
30,132
|
$1,021,776
|
$400,000
|
255%
|
June 4, 2021
|
-
|
23,584
|
23,584
|
$884,871
|
$594,000
|
149%
|
Board Membership and Attendance1
| |
Board of Directors |
N/A
|
Audit |
N/A
|
Total
|
N/A
|
Other Public Company Boards | ||
Current
|
Leidos Inc.
|
'22-Present
|
Spirit AeroSystems Inc.
|
'21-Present
| |
Former
|
Eve Holding, Inc.
|
'21-'22
|
Securities Held | ||||||
Date |
Common Shares | DSUs | Total |
Market Value |
Minimum Ownership Requirement |
% of Achievement2 |
June 3, 2022
|
-
|
-
|
-
|
-
|
$400,000
|
N/A
|
Board Membership and Attendance | ||
Board of Directors
|
7 of 7
|
100%
|
Human Resources Committee |
5 of 5
|
100%
|
Governance Committee
|
3 of 3
|
100%
|
Total
|
15 of 15
|
100%
|
Other Public Company Boards | ||
Current
|
N/A
| |
Former
|
Héroux-Devtek Inc.
|
'14 - '19
|
De La Rue plc
|
'12 - '19
| |
Cobham plc
|
'03 - '12
|
Securities Held | ||||||
Date |
Common Shares | DSUs | Total |
Market Value |
Minimum Ownership Requirement |
% of Achievement |
June 3, 2022
|
-
|
82,779
|
82,779
|
$2,807,035
|
$400,000
|
702%
|
June 4, 2021
|
-
|
76,231
|
76,231
|
$2,860,187
|
$594,000
|
481%
|
The following matrix identifying the age, tenure, professional skills, expertise and qualifications of nominated Directors is reviewed by the Governance Committee annually to ensure CAE benefits from an appropriate combination of skills, experience with CAE's business matters and corporate governance standards and fresh perspectives: |
• All non-employee Director nominees (12 out of a total number of 13 Directors) are independent.
• All Board Committee members are independent.
|
Age | Tenure at CAE | Competencies | |||||||||||||
Under 60 | 60 - 69 | 70+ | 0 - 5 years | 6 - 10 years | More than 10 years | Knowledge of Industry |
Strategic Leadership
and Management
| Finance/Accounting | Human Resources/Compensation |
Government
Relations
| R&D | Legal/Governance |
Information Technology/
Cybersecurity/Digital
| ESG | Risk Management |
Ayman Antoun |
•
|
•
|
•
|
•
|
•
|
•
| |||||||||
Margaret S. (Peg) Billson |
•
|
•
|
•
|
•
|
•
|
•
|
•
| ||||||||
Elise Eberwein |
•
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
•
| |||||
Hon. Michael M. Fortier |
•
|
•
|
•
|
•
|
•
|
•
|
•
| ||||||||
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 |
•
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
• We regularly communicate with our stakeholders through various channels, including via our website (www.cae.com). Shareholders, customers and other stakeholders can access comprehensive information about the Company through our investor's webpage (www.cae.com/investors) where annual and quarterly reports, news releases, corporate social responsibility reports, corporate presentations and governance-related documents are available.
|
• We host quarterly earnings conference calls with financial analysts and institutional investors to review CAE's most recently released financial and operating results. Our earning calls are webcast live and are followed by a question and answer period which all Shareholders can access.
|
• We also host Investor Days intended for capital market professionals, including financial analysts and institutional investors on an ad hoc basis. These events enable CAE to explain our activities and communicate our strategy and vision for the Company in a comprehensive way to our Shareholders. These meetings also provide opportunities to engage with CAE's executive team. These events can be attended in person or via live webcast. The replay of the event and the presentation supporting it are available on CAE's website after the event.
|
• The Board encourages Shareholders to attend the Company's annual Shareholders' meetings. These meetings provide valuable opportunities to discuss the Company, its corporate governance and other important matters.
|
• The Company is committed to effectively engaging with Shareholders and other stakeholders on the topic of executive compensation on an ongoing basis. This year again, Shareholders will be asked at the Meeting to consider and to cast an advisory, non-binding vote on CAE's approach to executive compensation - this is often referred to as "say on pay". Although this is an advisory vote and the results are not binding, the HRC will review and analyze the results of the vote and take into consideration such results when reviewing executive compensation philosophy and programs.
|
• Shareholders are also always invited to submit proposals to be considered at an annual Shareholders' meeting of the Company and included in our management proxy circular. More information is provided on p. 88 of this Circular.
|
• CAE's Global Communications and Investor Relations departments actively engage with investors to address any specific questions or concerns they might have. Shareholders may send comments or questions via email to investor.relations@cae.com. In addition, CAE's transfer agent, Computershare Trust Company of Canada, has a toll-free number (1-800-564-6253) and website (www.computershare.com) to assist Shareholders.
|
• Shareholders may communicate with the Board or management in writing to express their views on matters that are important to them, by addressing their correspondence to the Chair of the Board, either (i) by mail in an envelope marked "confidential" to the attention of the Chair of the Board, CAE Inc., 8585 Ch. de la Côte-de-Liesse St-Laurent (Québec) Canada H4T 1G6 or (ii) by email at boardchair@cae.com.
|
• Shareholders may ask to meet with the Chair of the Board, the Chair of any Board Committee or an individual Director to discuss compensation and governance-related topics for which the Board is directly responsible. The Chair of the Board will consider such meeting request in consultation with the Chair of the Governance Committee and the Corporate Secretary. The Board reserves the right to decline requests for meetings for any reason it deems appropriate, including where the proposed topics for the meeting are not related to compensation and corporate governance matters and are better handled by management.
|
• We are committed to maintaining and continuously enhancing our shareholders' engagement. We offer various opportunities for our institutional investors and proxy advisory groups to learn about CAE through:
• Investors days
• Investors roadshows throughout the year
• In person or videoconference meetings with our President and Chief Executive Officer, Executive Vice President Finance and Chief Financial Officer, Senior Vice President, Investor Relations and Enterprise Risk Management, Chief Sustainability Officer and Senior Vice President, Stakeholder Engagement, Group Presidents and senior leaders within our global operations
• Webcasts of our quarterly earnings conference calls with research analysts
• Executive presentations at institutional and industry conferences
• Quarterly earnings presentations available on our website.
We also receive feedback through:
• Our shareholders' Annual General Meeting
• Regular discussions with sell-side analysts
• A dedicated address for email inquiries
• Our advisory note on our approach to executive compensation
We continuously enhance our messaging to our investors to provide them with the most accurate guidance on our growth perspectives and the future value of their investment.
|
Governance | Audit | Human Resources |
Margaret S. (Peg) Billson
|
Chair
|
•
|
Hon. Michael M. Fortier
|
Chair
| |
Marianne Harrison
|
•
|
Chair
|
Alan N. MacGibbon
|
•
|
•
|
Mary Lou Maher
|
•
|
•
|
François Olivier
|
•
|
•
|
Gen. David G. Perkins, USA (Ret.)
|
•
|
•
|
Michael E. Roach
|
•
|
•
|
Patrick M. Shanahan
|
•
| |
Andrew J. Stevens
|
•
|
•
|
Date | Subject | Attendees | Presented by |
April 12, 2021 | 2022 business outlook | Entire Board |
• CEO
|
April 12, 2021 | Strategic context updates, which includes technological developments and civil aviation industry developments | Entire Board |
• Group President, Civil Aviation
• Senior Vice President, Global Operations, Technologies & Innovation
• Vice President, Technology
• Vice President, Global Digital Strategy
|
April 13, 2021 |
Healthcare strategy session;
Defense & Security strategy session
| Entire Board |
• President, Healthcare & EVP, Growth Initiatives and Business Development
• Group President, Defense & Security
|
April 14, 2021 |
Updates on business development and growth initiatives;
Finance strategy session
| Entire Board |
• CFO
• President, Healthcare & EVP, Growth Initiatives and Business Development
|
May 4, 2021
May 18, 2021
| Updates on compensation trends, including emerging best practices for executive compensation disclosure, competitive market analysis of executive compensation, risk assessment and regulatory developments | Human Resources Committee |
• Meridian Compensation Partners
|
May 18, 2021
November 10, 2021
February 10, 2022
| Updates on corporate governance including developments related to corporate social responsibility, ethics, compliance, data protection, privacy and export controls, and updates on board succession planning, including board composition trends and current approach to director performance evaluations and committee assessments | Governance Committee |
• Senior Vice President, Public Affairs, Global Communications and Corporate Social Responsibility
• Meridian Compensation Partners
• Russell Reynolds Associates
• General Counsel, Chief Compliance Officer and Corporate Secretary
|
May 18, 2021
August 10, 2021
November 10, 2021
| Global health & safety and environment strategy and climate change market expectations updates | Human Resources Committee |
• Senior Vice President, Global Engineering, Operations and Innovation
|
May 18, 2021
August 11, 2021
November 10, 2021
February 10, 2022
| Updates on topics related to audit committee governance including cybersecurity, taxation changes, treasury landscape, insurance program review, disruptive technology, enterprise risk management, capital structure, regulatory updates, insights for reviewing financial reports, ESG reporting and climate-related disclosure requirements, M&A integration processes and other accounting standard developments and industry changes and challenges | Audit Committee |
• CFO
• General Counsel, Chief Compliance Officer and Corporate Secretary
• Risk & Insurance Manager
• Senior Vice President, Strategy & Investor Relations
• Senior Vice President, Public Affairs and Global Communications and Corporate Social Responsibility
• Vice President, Global Taxation
• Vice President and Treasurer
• Vice President and Corporate Controller
• PricewaterhouseCoopers LLP
• Deloitte LLP
|
May 19, 2021 | Updates on industry lobbying developments and Washington operations | Entire Board |
• Vice President, Washington Operations
|
August 10, 2021 | Diversity, equity and inclusion strategy and talent update | Human Resources Committee |
• Senior Vice President, Human Resources
|
November 10, 2021 | Updates on aviation safety trends and developments | Human Resources Committee |
• Operations Manager, Corporate Flight Department
|
November 10, 2021 |
Updates on COVID pandemic planning and compliance program developments | Governance Committee |
• General Counsel, Chief Compliance Officer and Corporate Secretary
|
February 10, 2022 | Updates on talent and leadership programs and initiatives | Human Resources Committee |
• Senior Vice President, Global Human Resources
|
February 11, 2022 | Updates on cybersecurity | Entire Board |
• Chief Information Officer
|
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 |
31
|
251
| 0 | 0 | 0 | 0 | 0 | 0 | 1 | 8 | 4 | 1 |
Executive Team | 3 | 27 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 3 | 0 |
USA (Ret.)
(Chair) USA (Ret.)
Regular Meetings | Agenda |
May 2021
|
Review of:
• Global Environment, 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 FY2022 STIP/LTIP plans
• Payouts under FY2021 STIP and Performance Share Unit grant awarded in FY2019
• President and CEO FY2021 Performance vs Objectives
• President and CEO objectives for FY2022
|
August 2021
|
Review of:
• Talent and Leadership Review
• Diversity and Inclusion initiative update
• Leadership development programs Update
• Retirement and savings plans
• Proxy advisory reports
• Environment, Health and Safety
• STIP and LTIP Design Review
|
November 2021
|
Review of:
• Environment, Health and Safety
• Aviation Safety Program Review
• STIP update
• Review FY2023 STIP and LTIP design
• Labor relations update
• Executive Share ownership guidelines status
• Independence letter from the Board's compensation consultant
Approval of:
• Revised Comparator Group
• Board of Directors' Compensation
|
February 2022
|
Review of:
• Environment, Health and Safety
• Talent and Leadership update
• STIP update
• Glass Lewis and ISS updates and trends and FY2022 proxy preparation
• Review of HRC mandate and workplan
• Pension Investment Strategy
Approval of:
• FY2023 proposed STIP and LTIP design
|
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
|
$11,000
|
• Cash or DSUs at Director's election
|
and comparator group
To benchmark Directors' compensation, the Governance Committee uses the same comparator group of companies as that used to benchmark NEOs' compensation. This comparator group comprises a mix of Canadian and U.S. publicly-listed companies that have relevance to CAE in terms of head office location, market segment or business activities, revenue and market capitalization. |
• Same comparator group as for NEOs.
• Director comparator group last reviewed and adjusted in FY2022.
• Directors are paid a flat all-inclusive fee to reflect responsibilities, time commitment and risks related to being effective Directors.
|
Directors are required to own the equivalent of five times the annual Board annual cash fee in the form of Common Shares and/or DSUs. The required holding must be acquired over a five-year period from the initial date of election of the director to the Board.
A non-employee Director is not, once the minimum Common Share and/or DSU ownership target is reached, obligated to acquire more Shares or DSUs if the value of his/her investment in CAE drops due to stock market fluctuations.
|
• Minimum shareholding requirements align Directors' and Shareholders' interests.
• Equal to five times the annual Board cash fee.
• The required holding must be acquired over a five-year period from the initial date of election of the director to the Board.
|
Name1
| Total Fees Earned ($) | Paid in Cash ($) |
Paid in DSUs ($)2
|
Margaret S. (Peg) Billson
|
235,750
|
-
|
235,750
|
Hon. Michael M. Fortier
|
229,750
|
-
|
229,750
|
Marianne Harrison
|
240,750
|
-
|
240,750
|
Alan N. MacGibbon
|
226,750
|
-
|
226,750
|
Mary Lou Maher3
|
208,417
|
90,167
|
118,250
|
Hon. John P. Manley
|
373,750
|
-
|
373,750
|
François Olivier
|
226,750
|
-
|
226,750
|
Gen. David G. Perkins, USA (Ret.)
|
222,788
|
-
|
222,788
|
Michael E. Roach
|
226,750
|
-
|
226,750
|
Andrew J. Stevens
|
226,750
|
-
|
226,750
|
Share-based Awards | |||||
Name1
|
Number of
DSUs at the
Beginning of
FY2022
(#)
|
Number of
DSUs Vested
During the
Year2
(#)
|
Value Vested
During the
Year3
($)
|
Number of
DSUs at the
End of FY2022
(#)
|
Market Value of DSUs not Paid Out or Distributed4
($)
|
Margaret S. (Peg) Billson
|
44,719
|
6,808
|
235,750
|
51,526
|
1,676,668
|
Hon. Michael M. Fortier
|
81,880
|
6,634
|
229,750
|
88,514
|
2,880,252
|
Marianne Harrison
|
11,924
|
6,952
|
240,750
|
18,876
|
614,219
|
Alan N. MacGibbon
|
50,085
|
6,548
|
226,750
|
56,633
|
1,842,847
|
Mary Lou Maher5
|
-
|
3,443
|
118,250
|
3,443
|
112,050
|
Hon. John P. Manley
|
143,147
|
10,789
|
373,750
|
153,936
|
5,009,085
|
François Olivier
|
29,152
|
6,548
|
226,750
|
35,700
|
1,161,677
|
Michael E. Roach
|
23,584
|
6,548
|
226,750
|
30,132
|
980,505
|
Gen. David G. Perkins, USA (Ret.)
|
6,317
|
6,443
|
222,788
|
12,760
|
415,212
|
Andrew J. Stevens
|
76,231
|
6,548
|
226,750
|
82,779
|
2,693,635
|
Compensation Discussion and Analysis |
Strategic Priority | CAE's Key Achievements |
Accelerate Technological Transformation |
• Launched the CAEImagine innovation initiative to drive faster technology development and idea generation across the enterprise.
• Introduced new advances in training technologies (e.g. Augmented and Mixed Reality solutions) to serve the growing Advanced Air Mobility market.
• Expanded adoption of CAE RiseTM, the Company's proprietary data/AI-driven training platform used to advance the frontier of pilot proficiency and training.
• Demonstrated ground-breaking capabilities in the field of synthetic environments with demonstrations of CAE's dynamic scenario modelling capability at both DSEI 2021 and I/ITSEC 2021.
• Leveraged combined R&D efforts of CAE and the recently acquired L3Harris Technologies' Military Training business to bring "best of breed" solutions to market.
|
Grow Share and Expand Headroom |
• Positioned the Company for future growth via accretive mergers and acquisitions ("M&A") activity in key markets.
o Raised $1.1Bn of funding ($300MUSD debt, $700M CAD equity) to finance the acquisition of L3Harris Technologies' Military Training business, the largest acquisition in CAE's history.
o Acquired Sabre's AirCentre airline operations portfolio for $392.5 USD, accelerating the Company's strategy and expanding its portfolio with expertise and solutions to build a digital ecosystem for end-to-end flight operations management. AirCentre's digital flight and crew operations software adds to previous acquisitions of Merlot and RB Group.
• Signed agreements with multiple eVTOL OEMs in the Advanced Air Mobility marketplace, including Beta, Jaunt, Joby, and Volocopter.
• Expanded our civil and business aviation training footprint with new deployments across the globe.
• Successfully demonstrated prime contract wins within Defense and Security across all five domains (air, land, sea, space and cyber) with the award of the Beyond3D with the US National Geospatial Agency (NGA) as well a classified award with the US Air Force.
• Generated significant growth in our Healthcare business (excluding the contribution from CAE Air1 ventilators, revenue was up 25% compared to the same period last year) and continued to expand our product offerings and digital transformation.
|
Adapt Business to Post-COVID Era |
• Continued to mitigate operational disruptions with COVID-19 crisis management and evolved remote working capabilities to deliver high-quality customer experience despite COVID-related challenges.
• Conducted a large-scale restructuring program to realize annual recurring structural cost savings to lower our cost structure by approximately $70 million annually.
• Optimized Civil training network and global operations in preparation for recovery in customer demand.
• Completed the acquisition of L3Harris Technologies' Military Training business, transforming the Company's capability set and customer reach in the global defense training marketplace.
• Demonstrated our ability to strategically position the Company to emerge bigger, stronger, and more profitable from the pandemic.
|
Attract and Develop Talent |
• Accelerated our diversity initiative through a 21% increase in diverse senior leaders, including filling six of eight newly created Vice President positions with diverse candidates.
• Achieved record high employee engagement scores despite ongoing pressures related to the COVID pandemic.
• Retained 97% of L3Harris Technologies' Military Training business senior leadership identified as high-focus retention, successfully demonstrating strong cultural integration.
• Accelerated engagement efforts with our Employee Resource groups.
• Strengthened talent with newly created roles (e.g. Global Strategy), in addition to bolstering key positions across the organization.
|
Bolster Social Impact |
• Helped in leading the Industry for Vaccination coalition that led to 400,000 doses of COVID-19 vaccines being administered through 27 company hubs in the Province of Quebec.
• Created the position of Chief Sustainability Officer and Chief Diversity, Equity, & Inclusion Officer to accelerate CAE's ESG journey.
• Named to Bloomberg's Gender-Equality Index for the fourth year in a row.
• Awarded Montreal's top employer for the second year in a row and top employer for young people for the first time.
• Achieved Silver level recognition from Women In Governance for the second year in a row.
• Worked with the Government of Canada and the Government of Quebec to launch Project Resilience, an initiative to invest $1Bn CAD in advanced technologies. The effort will create 700 new highly skilled jobs in Canada and our work with universities and research centers will create 100 new scholarship positions.
• Donated more than $258,000 CAD to the Red Cross to aid humanitarian relief operations in Ukraine.
|
Adjusted EPS*
|
Revenue
|
Free Cash Flow*
| Adjusted SOI* (Before Specific Items) |
• Attract, retain, and motivate qualified executives
|
• Align executives and Shareholders' interests with the creation of incremental value
|
• Foster teamwork and entrepreneurial spirit
|
• Establish an explicit and visible link between all elements of compensation and corporate and individual performance
|
• Integrate compensation with the development and successful execution of strategic and operational plans
|
CAE's compensation policies and practices are structured in a balanced way, such that they do not create risks that could have a material adverse effect on the Company. | The emphasis of CAE's executive compensation programs is on variable and long-term compensation that ties interests of our executives with those of our Shareholders. |
Pay for performance | The majority of compensation is variable, contingent on and directly linked to financial and operational performance metrics, as well as CAE's Share price performance. |
Balance | The portion of total compensation that is performance-based increases with an executive's level of responsibility. |
Long-term focus | For our most senior executives, long-term stock-based compensation opportunities outweigh short-term cash-based opportunities. |
Shareholder alignment | The financial interests of executives are aligned with the interests of our Shareholders through stock-based compensation, and annual and long-term performance metrics that correlate with sustainable Shareholder value growth. |
Competitiveness | Total compensation is competitive to attract, retain, and motivate CAE's executive team while fostering entrepreneurial spirit. This is achieved by targeting compensation at the median of our comparator group but allowing for above the median compensation when performance so warrants. |
Responsibility | Compensation takes into account each executive's responsibility to always act in accordance with our values as well as 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, from setting targets to conducting regular performance assessments and succession planning. Financial and operational performance must not compromise these values. |
Meridian | PCI | FW Cook | ||||
FY2022 | FY2021 | FY2022 | FY2021 | FY2022 | FY2021 | |
Executive Compensation
|
$228,708
|
$30,105
|
$27,308
|
$53,152
|
$193,090
|
-
|
All Other Fees
|
-
|
-
|
$2,000
|
-
| ||
Total
|
$228,708
|
$30,105
|
$29,308
|
$53,152
|
$193,090
|
-
|
CAE's comparator group for executive compensation purposes is reviewed periodically with the latest review completed in FY2022. | The comparator group includes companies that operate in at least one of CAE's market segments, have a similar financial and operational footprint, or with which CAE competes for talent. |
Aerospace | Med. Devices | Indus. Controls | IT/Software | Constr./Engin. | Other Services |
Canadian Group
| |||||
Air Canada
|
•
| ||||
BRP Inc.
|
•
| ||||
CGI Inc.
|
•
|
•
| |||
NFI Group
|
•
| ||||
Open Text
|
•
| ||||
WSP Global
|
•
| ||||
US Group
| |||||
AMETEK Inc. |
•
|
•
|
•
|
•
| |
Autodesk Inc. |
•
| ||||
Booz Allen Hamilton |
•
| ||||
CACI International |
•
|
•
| |||
Cadence Design Systems |
•
|
•
| |||
Curtiss-Wright Corp |
•
|
•
| |||
Gartner Inc. |
•
| ||||
Hexcel Corporation |
•
|
•
|
•
| ||
IDEX Corporation |
•
| ||||
Nuance Communications |
•
| ||||
Spirit Aerosystems Holding |
•
| ||||
Synopsys Inc. |
•
| ||||
Teledyne Technologies |
•
|
•
|
•
| ||
Woodward Inc.
|
•
|
•
|
Comparator Group | ||
Revenue1 ($M) |
Market Cap1 ($M) | |
P25
|
$3,132
|
$7,462
|
Median
|
$4,738
|
$17,248
|
P75
|
$6,317
|
$25,920
|
CAE
|
$3,371
|
$10,316
|
CAE Position
|
P33
|
P43
|
Form | Plan Highlights | Plan Objectives | Policy | |
Base Salary |
• Cash
|
• Fixed rate of 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 of the individual
• Reward individual performance
|
• Set at the 50th percentile of the comparator group
|
Short-term Incentive (STIP) |
• Cash
|
• Annual award based on corporate and where appropriate, business unit metrics (75%) and personal objectives (KPIs) (25%) for the President and CEO and his direct reports
• Executives can elect to receive a portion of or their entire STIP payment in the form of Executive Deferred Share Units
• For other eligible employees, annual award based on corporate and business unit metrics multiplied by an individual performance multiplier
|
• Reward the achievement of the Company's financial and operational objectives
• Reward the achievement of personal objectives aligned with an individual's area of responsibility and role in realizing operational results
• Drive superior individual and corporate performance
|
• Set at the 50th percentile of the comparator group but may result in paying above the median for superior performance
|
Long-term Incentive
(LTIP)
|
• Performance Share Units (50% weight), Stock options (30% weight), Restricted Share Units (20% weight)1
|
• 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 Shareholder value growth
• Reward the achievement of sustained market performance
• Recognize future individual contribution and potential in the success of CAE
• Attract and retain key talent
|
• Set at the 50th percentile of the comparator group but may result in paying above the median for superior 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), multiplied by pensionable service
• Supplementary Plan offered to the NEOs for pension rights exceeding limits for basic 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, such as car, club membership and health spending account
|
• Provide executives with a Share ownership building vehicle
|
• Set to be market competitive
|
The base salaries of CAE's executives are positioned at the median of the comparator group. While an executive's salary is generally targeted at a specific range around the market median, such salary may vary depending on the individual's performance and level of experience.
| Base salaries are set to recognize the position's scope and responsibilities, and individual experience and performance. |
The STIP provides for an annual cash incentive for executives and management employees based on CAE's consolidated performance and individual achievements (KPIs for the President and CEO and his direct reports).
| The annual short-term incentive plan motivates the achievement of specific annual financial and operational results |
STIP Range as % of Base Salary | ||
Position | Target | Maximum |
President and CEO
|
125%
|
250%
|
Executive Vice President, Finance and Chief Financial Officer
Group President, Civil Aviation
Group President, Defense and Security
President, Healthcare and Executive Vice-President, Business Development and Growth Initiatives |
75%
|
150%
|
Other Executives reporting to President and CEO
|
55%
|
110%
|
The LTIP is designed to reward executives for their contribution to the creation of Shareholder value. These awards are considered annually as part of the total compensation review. The value of the LTIP grants varies by the level of responsibility and is granted within the range detailed below, based on each executive's performance as assessed by the HRC** and the Board.
| CAE's long-term incentive plan aligns management's interests with Share price growth and related Shareholder value creation, and rewards sustained market performance. |
LTIP Range as % of Base Salary | ||
Position | Minimum | Maximum |
President and CEO1
|
300%
|
400%
|
Executive Vice President, Finance and Chief Financial Officer
Group President, Civil Aviation
Group President, Defense and Security
President, Healthcare and Executive Vice-President, Business Development and Growth Initiatives |
100%
|
250%
|
Other Executives reporting to President and CEO
|
40%
|
150%
|
The plan permits stock option grants having a term of up to ten years (should the expiry date for a stock option fall within a blackout period or within nine business days following the expiration of a blackout period, such expiry date shall be automatically extended to the tenth business day after the end of the blackout period). However, stock options issued since FY2012 have a term of seven years. Vesting is incremental in 25% annual tranches, starting on the first anniversary date of the grant.
|
• Option term: 7 years.
• Vesting: 25% per year starting on the first anniversary date of the grant.
• FY2022 burn rate (ratio of granted options during the year versus issued and outstanding Shares): 0.23%.
|
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. The ESOP does not contain any financial assistance provisions to facilitate employees' participation in the program. |
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 Common Shares. The number of Common Shares issuable to insiders of CAE at any time under all security-based compensation arrangements cannot exceed 10% of the issued and outstanding Common Shares. The number of Common 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 Common 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 optionees 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.
|
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 Shareholder approval is required. |
Amendments not Requiring Shareholder 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 Shareholder 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 option 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 Shareholder 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.
|
Amendments Requiring Shareholder Approval |
The ESOP provides that Shareholder 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);
|
Amendments Requiring Shareholder Approval (continued) |
(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.
|
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. |
Adjustments | If certain corporate events affect the number or type of outstanding Common 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
|
6,783,444
|
2.14%
|
$25.08
|
3,152,999
|
0.99%
|
2022 | 2021 | 2020 | |
Annual burn rate
|
0.23%
|
0.99%
|
0.50%
|
In FY2015, CAE adopted a Performance Share Unit Plan ("PSUP") for executives and senior management of CAE and its subsidiaries. The PSUP helps ensure that executives' long-term incentive compensation includes an element directly tied to the achievement of the CAE strategic plan.
The determination of the number of PSUs to be granted to a participant is made by dividing the dollar value of the PSU grant (a percentage of the participant's base salary) by the weighted average market price of the Common Shares on the TSX on the five trading days preceding the date of grant (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).
|
• PSUP directly ties CAE executives to the achievement of the CAE strategic plan.
• PSU is equal in value to one Common Share of CAE.
• PSUP is non-dilutive as all vested PSUs are paid out in cash.
• 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 time-based Restricted Share Unit Plan ("RSUP") for executives and senior management of CAE and its subsidiaries. The determination of the number of RSUs to be granted to a participant is made by dividing the dollar value of the RSU grant (a percentage of the participant's base salary) by the weighted average market price of the Common Shares on the TSX on the five trading days preceding the date of grant (if the grant date falls within a blackout period or within five trading days following the end of a blackout period, the date of grant shall be presumed to be the sixth trading day following the end of such blackout period).
|
• RSU is equal in value to one Common Share of CAE.
• RSUP is non-dilutive as all vested RSUs are paid out in cash.
• Vesting: 3-year cliff subject to the participant's continued employment with CAE.
|
Under the Executive DSUP, Canadian and US-based executives can elect to defer a portion of or their entire short-term incentive payment to the Executive DSUP on an annual basis. Such deferred short-term incentive amount is converted to DSUs based on the volume weighted average price of the Common Shares on the TSX during the last five trading days prior to the date on which such incentive compensation becomes payable to the executive. If the five-trading-day period falls within a blackout period, then the volume weighted average price is calculated based on the five-trading day period following the end of such blackout period.
|
• Executive DSUP helps our executives build their Share ownership in CAE.
• Allows for elective deferral of STIP to DSUs.
• DSU is equal in value to one Common Share of CAE.
• DSUs are only payable when the executive leaves CAE.
• Executive DSUP is non-dilutive as all DSUs are paid out in cash.
|
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.
|
• 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.
|
Under the CAE Employee Stock Purchase Plan, employees may make contributions towards the purchase of Common Shares of up to 18% of their annual base salary. Under the plan, CAE contributes $1 for every $2 of employee contributions, to a maximum contribution of 3% of the participant's annual base salary.
|
• Provide employees with a Share ownership building vehicle and a savings vehicle beyond the pension plan.
|
Executives | % of Base Salary |
President and CEO
|
500%
|
Executive Vice President, Finance and CFO
Group President, Civil Aviation
Group President, Defense and Security
President, Healthcare and Executive Vice-President, Business Development and Growth Initiatives
|
250%
|
Other Executives reporting to President and CEO
|
200%
|
In addition, for each option exercise, the President and CEO, has agreed to, and the Group President, Civil Aviation, the Group President, Defense and Security, the Executive Vice President, Finance and CFO, as well as the President, CAE Healthcare and Executive Vice-President, Business Development and Growth Initiatives must retain ownership or control over CAE Shares equivalent in value to 25% of the net profit realized on such option exercise for the duration of their employment with CAE. This policy encourages all key executives to hold a meaningful ownership interest in CAE to further align their interests with those of our Shareholders.
|
• Share ownership requirements must be achieved within 5 years from hire or promotion to executive position.
• Only Common Shares, DSUs and 50% of RSUs are included.
• President and CEO, Group President, Civil Aviation, Group President, Defense and Security, and CFO retain 25% of the net profit realized from option exercise in CAE Shares for the duration of their employment at CAE.
|
NEO |
Share Ownership Requirement as Percent
of Salary
(%)
|
Ownership
Status
| Target Date |
Number of Shares/Units to be Held Once Requirement Met
(#)
|
Value
Required
to Meet
Guidelines1
($)
|
Completion
to Meet
Share Ownership Guidelines
(%)
|
Value
Held in
Shares/
Units2
($)
|
Value of
Shares/
Units
Held as
Percent of
Salary3
(%)
|
Marc Parent
|
500
|
Already Met
|
N/A
|
286,858
|
N/A
|
100
|
20,372,566
|
1,698
|
Sonya Branco
|
250
|
Already Met
|
N/A
|
36,553
|
N/A
|
100
|
1,574,862
|
292
|
Nick Leontidis
|
250
|
Already Met
|
N/A
|
65,044
|
N/A
|
100
|
9,030,349
|
1,671
|
Daniel Gelston
|
250
|
Time to Meet
|
August 2025
|
51,131
|
1,644,973
|
21
|
339,479
|
52
|
Heidi Wood
|
250
|
Time to Meet
|
April 2025
|
51,131
|
1,644,973
|
18
|
300,808
|
46
|
Equity Instrument |
Number of Units1
(#)
|
Total Value2
($)
|
Common Shares
|
312,503
|
10,168,848
|
FY2004 LTUs
|
42,985
|
1,398,732
|
LTUs
|
232,111
|
7,552,892
|
RSUs3
|
91,280
|
2,970,251
|
Total
|
678,879
|
22,090,723
|
The HRC and the Board of CAE believe that executive compensation should be contingent on performance relative to pre-established targets and objectives. Also, management must achieve targets and objectives in a manner consistent with legal standards, as well as CAE's ethical standards and internal policies. The HRC and the Board regularly review the Company's compensation policies and practices to ensure that they do not encourage inappropriate risk-taking.
| There are numerous risk management practices in place to ensure CAE compensation programs do not encourage inappropriate short-term risk-taking behaviors, but rather focus on long-term Shareholder value creation. |
Weighting | Threshold | Target | Maximum | Achieved | Payout Level | |
Metrics
|
0%
|
100%
|
200%
| |||
Adjusted Earnings per Share1,2
|
50%
|
$0.67
|
$0.80
|
$0.93
|
$0.84
|
70%
|
Free Cash Flow2
|
20%
|
$32.7M
|
$132.7M
|
$232.7M
|
$341.6M
|
40%
|
Order Intake2
|
20%
|
$2,911.3M
|
$3,639.2M
|
$4,367.0M
|
$4,091.2M
|
33%
|
Customer Satisfaction
|
10%
|
Various Customer Satisfaction Indices
|
11%
| |||
Weighted Average STIP Payout
|
154%
|
NEO | Position | Target |
Max as a % of Target |
Actual
Payout
Level
|
Marc Parent
|
President and CEO
|
125%
|
200%
|
165%
|
Sonya Branco
|
Executive Vice President, Finance and CFO
|
75%
|
200%
|
160%
|
Nick Leontidis
|
Group President, Civil Aviation
|
75%
|
200%
|
165%
|
Daniel Gelston
|
Group President, Defense and Security
|
75%
|
200%
|
165%
|
Heidi Wood
|
President, CAE Healthcare and Executive Vice-President, Business Development and Growth Initiatives |
75%
|
200%
|
131%
|
LTIP Range
|
Actual
Grant
| |||
NEO | Position | Minimum | Max | |
Marc Parent
|
President and CEO1
|
300%
|
400%
|
400%
|
Sonya Branco
|
Executive Vice President, Finance and CFO
|
100%
|
250%
|
250%
|
Nick Leontidis
|
Group President, Civil Aviation
|
100%
|
250%
|
250%
|
Daniel Gelston
|
Group President, Defense and Security
|
100%
|
250%
|
200%
|
Heidi Wood
| President, Healthcare and Executive Vice-President, Business Development and Growth Initiatives |
100%
|
250%
|
250%
|
Threshold | Target | Maximum | Achieved | Payout Level |
PSU Payout
|
0%
|
100%
|
200%
| |
Adjusted EPS* FY2021
|
$0.05
|
$0.25
|
$0.55
|
$0.47
|
PSU Payout
|
163%
|
1. Accelerate Technological Innovation
• Launched the CAEImagine innovation initiative to drive faster technology development and idea generation across the Company.
• Introduced new advances in training technologies (e.g. Augmented and Mixed Reality solutions) to serve the growing Advanced Air Mobility (AAM) market. Additionally, signed agreements with several eVTOL OEMs in the AAM including Beta, Jaunt, Joby and Volocopter.
• Expanded adoption of CAE RiseTM, the Company's proprietary data/AI-driven training platform used to advance the frontier of pilot proficiency and training.
• Demonstrated ground-breaking capabilities in the field of synthetic environments with demonstrations of CAE's dynamic scenario modelling capability at both DSEI 2021 and I/ITSEC 2021.
• Leveraged combined R&D efforts of CAE and the recently acquired L3Harris Technologies' Military Training business to bring "best of breed" solutions to market.
|
2. Grow Share and Expand Headroom
• Revenue of $3.4B, 13% higher compared to last year (23% higher compared to last year, excluding contribution from the CAE Air1 ventilators in FY2021).
• Adjusted SOI* of $445M, 58% higher compared to last year.
• Adjusted EPS* of $0.84 (79% higher compared to last year) and exceeded plan of $0.80.
• Order intake* of $4.1B; Book-to-sales of 1.21x, exceeding the plan target order intake* of $3.6B.
• Free cash flow* of $342M generated in FY2022.
• Excellent performance on cash flow from strong conversion of earnings to cash flow and significant focus on non-cash working capital* optimization.
• Achieved identified synergy targets resulting from the integration of the L3Harris Technologies' Military Training acquisition, Furthermore, the acquisition, the largest in CAE's history, has been a success story in terms of welcoming the former L3Harris Technologies' employees into CAE, effectively integrating the two cultures and ensuring key talent was retained. The acquisition has firmly established CAE as #2 in the global defence training marketplace.
• The successful acquisition of Sabre's AirCentre airline operations portfolio which supports the acceleration of CAE's strategy to expand its digital ecosystem for end-to-end flight operations management, broadening offerings to global airline customers. The deal dramatically enhances technology offerings and builds upon previous acquisitions of RB Group and Merlot Aero.
• Through the Company's expanded technology suite, it has dramatically increased the number of client touchpoints from approximately two per year in training, to nearly 2 million individual touch points each day.
• Raised $1.1B in funding ($300M USD debt, $700M CAD equity) to fund internal and external investments as noted above. Significantly strengthened CAE's Washington Operations function with the hiring of key talent to lead efforts that increased CAE's presence and engagement in the Washington DC environment, helping to advance our strategic initiatives.
|
3. Adapt Business to post-COVID Era
• Continued to mitigate operational disruptions with COVID crisis management and evolved remote working capabilities to deliver high-quality customer experience despite COVID-related challenges.
• Conducted a large-scale restructuring program, for which we expect to realize annual recurring cost savings of approximately $70 million annually.
• Optimized Civil training network and global operations in preparation for recovery in customer demand.
• Completed the acquisition of L3Harris Technologies' Military Training business, transforming the Company's capability set and customer reach in the global defense training marketplace.
• Demonstrated our ability to strategically position the Company to emerge bigger, stronger, and more profitable from the pandemic.
|
4. Attract and Develop Talent
• Successfully managed our COVID response, including challenges related to vaccination mandates in various jurisdictions globally. Focus at all times was the safety and well-being of our employees, customers and visitors.
• Launched an initiative designed to advance our High-Tech culture evolution. Engaged the executive team and other employees across the organization to identify key organizational traits we wish to develop in support of our culture evolution, along with key activities that will visibly support this evolution.
• Completed a full review of our incentive programs to more effectively align with our growth strategy and our focus on evolving towards a high-tech organization. Plan recommendations have been approved and will be implemented in FY2023.
• Completed an initiative to identify the top 50 critical roles across the organization and implement a leadership assessment with the incumbents in these roles. The assessments were very useful in helping to identify the areas of opportunity for development and improvement as well as ways to better leverage the individuals strengths. The initiative supports the development of our leaders, facilitates our succession planning activities and provides data and insights that we have compiled to help us create development initiatives that would strengthen CAE's broader leadership teams at all levels within the organization.
• Continued implementation of the Company's Wellness strategy included mental health training for leaders, the launch of our R-U-OK? program in support of employees mental health as well as addressing physical well-being through a series of physical wellness challenges globally. Additionally, learning sessions were offered to employees that provided insights and awareness in a number of areas to support employee wellbeing including nutrition, importance of sleep and work-life balance strategies. Our employee feedback tool, Office Vibe, showed a marked improvement in our employee wellbeing scores despite the many challenges in FY2022 related to the pandemic and other macro events.
• Completed FY2022 well ahead of a key diversity target to increase the number of diverse senior leaders by 10%. In line with a committed approach across the organization and refined recruiting practices, we achieved an increase of 20.7% in the number of diverse senior leaders, including the filling of 6 of 8 newly created Vice President positions with diversity candidates. We reached our target that women represent at least 30% of executive officers by 2022 when three (3) out of ten (10) members of our Executive Management Committee were women. Following the expansion of the Executive Management Committee, a new target was set that at least 33% of executive officers are part of certain diversity groups (including women, persons with disabilities, Aboriginal/Indigenous peoples, members of visible minorities and the LGBTQ2+ community) by 2025.
• CAE selected for the Bloomberg Gender-Equality Index for a fourth consecutive year and achieved the silver level of the Parity Certification from Women in Governance for a second year.
• Launched our 75th Anniversary celebration with all of our employees globally. The anniversary celebration, which will continue over the course of FY2023, engages our employees, highlights and recognizes our ONE CAE culture, acknowledges our successful history and celebrates our future including our evolution as a high-tech organization.
|
5. Bolster Social Impact
• Leveraged CAE leadership position as the first carbon neutral Canadian aerospace company and kicked-off carbon reduction initiatives.
• Enhanced our CSR reporting with an alignment with SASB (Sustainability Accounting Standards Board) for the second time.
• CAE's leadership in the Industry for Vaccination coalition that led to 400,000 doses of COVID-19 vaccines being administered through 27 company hubs in Quebec was recognized. Our social impact was recognized externally and generated a strong sense of pride for the CAE employees.
• Issued a Supplier Code of Conduct to share our ESG commitment with our suppliers and contractors.
• Launched of CAE's 75th anniversary festivities which connected very well with our employees globally as well as a new intranet CAE360 which allows CAE to more effectively communicate with our employees while making information more readily accessible to our people.
• Developed a new branding strategy including the new logo, new brand messaging and the development of new tools to be used in support of the strategy such as the new corporate video.
|
Sonya Branco
Executive Vice President, Finance and Chief Financial Officer |
• Ms. Branco continued to provide a solid level of financial stewardship to CAE in FY2022, which was particularly critical as we managed through the many fiscal challenges posed by the pandemic and other geopolitical events. Ms. Branco worked closely with the business unit leaders to establish challenging objectives in the midst of the ongoing pandemic and the resulting impacts to our business. Ms. Branco played a leadership role in achieving strong financial performance for CAE in FY2022, despite the difficult environment and supported the business in meeting or exceeding several challenging financial targets, including very strong Free Cash Flow*, adjusted EPS* and order intake*.
• Ms. Branco played a leadership role in the acquisitions completed this fiscal year including the due diligence, closing and integration of L3Harris Technologies' Military Training business and the acquisition of Sabre's AirCentre airline operations portfolio. Particularly challenging given the complexity of transactions and the number of M&A that occurred over the past 12 months. Ms. Branco and her team were also instrumental in the various partnership agreements and outsourcings that have been concluded or are in the final stages of negotiation.
• Ms. Branco led the financing activities with $1.1Bn if funding ($300M USD debt, $700M CAD equity) to finance the acquisition of L3Harris Technologies' Military Training business and the pipeline of other investment opportunities.
• Ms. Branco led the financing activities with $1.1Bn of funding ($300MUSD debt, $700M CAD equity) to finance the acquisition of L3Harris Technologies' Military Training business and the pipeline of other investment opportunities.
• Ms. Branco was one of the key leaders on project Crossroads. Project Crossroad represents several projects under a transversal umbrella initiative undertaken during the COVID-19 pandemic with the objective of strengthening CAE's competitive edge and reinforcing our position as a high-tech company to better meet our customers' needs. Ms. Branco played an important part in identifying and achieving annual recurring structural cost reductions in FY2022 by approximately $70 million annually.
• Ms. Branco was highly involved in our efforts to secure government R&D funding in FY2022. The R&D funding totaled $340M and will be instrumental in our R&D efforts in the coming years.
• Under her leadership, the finance organization achieved 100% retention of identified high potential employees, improved employee engagement and wellness levels as measured by our employee engagement survey, in a very difficult environment.
|
Nick Leontidis
Group President, Civil Aviation |
• In a very challenging commercial aviation environment Mr. Leontidis delivered strong financial performance:
o Excellent SOI performance, despite a challenging revenue environment in certain regions in which our Civil team operates, with impacts from the pandemic extending longer than anticipated.
o Strong order intake* performance resulted in a book to sales of 1.25X vs a budget of 0.88X and exceeded Free Cash Flow* targets for the Civil business unit.
o Obtained contracts during FY2022 for 48 Full Flight Simulators despite a high level of uncertainty in the marketplace.
• Mr. Leontidis had good success in expanding training partnerships with several airlines including Air Canada, WestJet, SAS, GoJet and American Airlines. He expanded commercial training agreements with Boeing, Airbus and Embraer.
• Mr. Leontidis led the acquisition of Sabre's AirCentre airline operations portfolio, a very complex acquisition, requiring us to stand up the support functions organizations and the sales and business development teams, to establish CAE in countries we had not previously been in (Poland, Uruguay) and to manage a challenging integration with a high technology workforce and a new customer base.
• Mr. Leontidis effectively completed integration of FY2021 acquisitions (Flight Simulation Company B.V., TRU Simulation, RB Group, Global Jet and Merlot Aero).
• Established our presence in the Advanced Air Mobility market through securing three training and operations contracts with key OEMs in the industry (Volocopter, BETA and Joby).
• Established and implemented a very aggressive action plan to structurally reduce costs and our footprint globally, while ensuring we continued to meet or exceed our customer's expectations, which was evidenced by our strong NPS results. Achieved a significant proportion of the $70M company-wide structural savings for Civil in FY2022, making an important contribution to the SOI performance.
• Strong people management results, including enhancing the diversity of his leadership teams and retaining 97.2% of Civil's high potentials in a very challenging marketplace.
|
Daniel Gelston
Group President, Defense and Security |
• In his first full year as President of Defense and Security, Mr. Gelston made a significant impact to our Defense and Security business including establishing CAE in all five domains (air, land, maritime, space and cyber), representing a new presence in space and cybersecurity. Mr. Gelston has brought a new strategic focus within the business and has implemented a strong strategy framework.
• Mr. Gelston led the acquisition of L3Harris Technologies' Military Training business, including closing three months ahead of plan, despite significant challenges in doing so. Integration to date has been strong, reflected in many ways including achieving the committed cost synergies and retaining 97% of key leadership talent with the Company through the transition.
• In conjunction with the L3Harris Technologies Military Training business acquisition, Mr. Gelston successfully expanded the Special Security Agreement with the U.S. Government to capture all of the Defense and Security business. This change has allowed Mr. Gelston and other members of the senior team to be directly involved in program discussions and strategy, providing for a higher win probability on new US programs than would otherwise have been the case.
• A major success for Mr. Gelston and the Defense and Security team in FY2022 was achieving an order intake* performance that provided for a 1.2 book-to-sales, the first time a positive book-to-sales ratio was attained since 2018. Mr. Gelston and the team also successfully focused on improving cash flow, resulting in a Free Cash Flow* performance close to two times the FY2022 plan.
• Mr. Gelston and his team achieved consistent quarter over quarter revenue and SOI growth during FY2022. The SOI and revenue growth achievements were attained despite the COVID pandemic and related issues, as well as the limitations on approval of new programs related to the U.S. budget continuing resolution.
• Mr. Gelston and his team significantly increased the presence and effectiveness of our Washington Operations team, represented by the number of engagements with government and other key stakeholders and the resulting increase in CAE's visibility and influence in the Washington DC environment.
|
Heidi Wood
President, Healthcare and Executive Vice-President, Business Development and Growth Initiatives
|
• Despite many challenges related to the COVID pandemic and global supply chain issues, Ms. Wood and the Healthcare team achieved a record level of sales and SOI in FY2022. This was achieved through four successive quarters of double-digit sales increases. Under Ms. Wood's leadership, the overall Healthcare leadership team, specifically the Sales and the Marketing team leadership, were significantly strengthened over the course of FY2022. The addition of a new Vice President, Global Sales & Customer Experience along with a new Vice President Marketing, Strategy and Partnerships has shown very positive results in terms of growing the top line of the business, with strong potential for continued growth as the teams fully implement their respective strategies.
• Ms. Wood led the due diligence and acquisition of Medicor, which aligns with the Healthcare strategic plan and further enhances the offering to our customers.
• Ms. Wood led the implementation of a dedicated team to advance CAE's ambitions in the immersive technologies' environment. Ms. Wood led the establishment of the immersive technologies team and worked closely with the leadership group to support the development and implementation of the team's strategic plan and the launch of our efforts in this environment.
• Ms. Wood also played a key role in the early closing of the L3Harris Technologies' Military Training business acquisition.
|
2017 | 2018 | 2019 | 2020 | 2021 | 2022 | |
CAE Inc.
|
$100
|
$120
|
$150
|
$92
|
$186
|
$168
|
S&P/TSX Composite Index
|
$100
|
$102
|
$110
|
$94
|
$136
|
$164
|
S&P Aerospace & Defence Index
|
$100
|
$130
|
$139
|
$115
|
$191
|
$190
|
Pay for Performance Linkage | FY2022 | FY2021 | FY2020 |
Market Capitalization (as of March 31)
|
$10,316B
|
$10,505B
|
$4,725B
|
Adjusted Return on equity1
|
6.8%
|
4.7%
|
14.8%
|
Total Shareholders average return - three-year compounded annual growth rate
|
1.2%
|
(1.2%)
|
15.3%
|
Diluted Earnings per Share
|
$0.45
|
($0.17)
|
$1.16
|
Adjusted Earnings per Share1
|
$0.84
|
$0.47
|
$1.34
|
Name and Principal Position | Year |
Disclosed
Compensation
Less Pension
Value1
($)
|
Actual
Realized
Compensation2
($)
|
at March 31, 2022
| |||
Marc Parent
President and Chief
Executive Officer
|
2022
2021
2020
2019
2018
|
8,553,764
6,720,239
7,115,460
6,892,220
6,328,181
|
7,025,259
2,534,022
6,784,809
11,375,177
11,307,635
|
Total
|
35,609,864
|
39,026,902
| |
Sonya Branco
Executive Vice President, Finance and Chief Financial Officer |
2022
2021
2020
2019
2018
|
2,601,540
2,261,674
2,377,692
2,097,261
1,547,928
|
3,107,467
1,035,916
2,392,267
2,335,246
2,181,985
|
Total
|
10,886,095
|
11,052,881
| |
Nick Leontidis
Group President, Civil Aviation
|
2022
2021
2020
2019
2018
|
2,626,695
2,306,767
2,524,363
2,564,477
2,267,257
|
1,273,750
2,482,347
3,164,369
4,626,882
3,225,146
|
Total
|
12,289,559
|
14,772,494
| |
Daniel Gelston
Group President, Defense and Security
|
2022
2021
|
2,912,496
2,234,025
|
1,647,514
1,375,185
|
Total
|
5,146,521
|
3,022,699
| |
Heidi Wood
President, Healthcare and Executive Vice-President, Business Development and Growth Initiatives |
2022
2021
|
2,886,993
2,324,053
|
1,306,340
1,272,913
|
Total
|
5,211,046
|
2,579,253
|
The chart above shows that overall Company performance for the three-year period of FY2020 to FY2022, as defined by the EPS growth, TSR, average ROCE and average operating margin, compared to the performance of our peers during the same period was ranked at the 35th percentile of the whole group. When comparing the three-year declared and realizable compensation of the CAE President and CEO for the same period, it is ranking at the 33rd percentile, aligned with the overall Company performance when compared to the declared and realizable compensation of CEOs of companies in the CAE comparator group.
|
The overall Company performance for the three-year period of FY2020 to FY2022 compared to CAE peers was at the 35th percentile; while the President and CEO's declared and realizable compensation for the same period followed a similar pattern, both ranking at the 33rd percentile.
|
Compensation of Our Named Executive Officers |
Non-Equity Incentive
Plan Compensation
| |||||||||
Name and Principal Position | Year | Salary |
Share-Based Awards1
|
Option-Based Awards2
|
Annual Incentive Plan3
| Long-Term Incentive Plan |
Pension Value4
|
All Other
Compen-
sation5
|
Total
Compen-
sation
|
$ | $ | $ | $ | $ | $ | $ | $ | ||
Marc Parent
President and Chief
Executive Officer
|
2022
2021
2020
|
1,174,400
906,847
1,039,683
|
3,360,561
1,674,398
2,930,078
|
1,441,052
2,511,818
1,254,825
|
2,482,500
1,543,440
1,684,700
|
0
0
0
|
2,045,000
686,000
308,000
|
95,250
83,735
206,175
|
10,598,763
7,406,238
7,423,461
|
Sonya Branco
Executive Vice President,
Finance and Chief Financial Officer
|
2022
2021
2020
|
530,833
423,709
480,598
|
943,328
490,389
858,009
|
405,512
735,370
367,290
|
648,821
542,063
591,675
|
0
0
0
|
545,000
283,000
406,000
|
73,404
70,143
80,121
|
3,146,540
2,544,674
2,783,693
|
Nick Leontidis
Group President,
Civil Aviation
|
2022
2021
2020
|
533,897
433,777
495,808
|
946,642
500,674
876,461
|
406,303
750,994
375,210
|
670,983
553,711
604,390
|
0
0
0
|
798,000
674,000
622,000
|
68,627
67,611
172,494
|
3,424,695
2,980,767
3,146,363
|
Daniel Gelston6, 7
Group President,
Defense & Security
|
2022
2021
|
651,338
393,470
|
885,153
343,675
|
379,830
515,164
|
814,570
438,075
|
0
0
|
477,000
230,000
|
181,605
543,639
|
3,389,496
2,464,023
|
Heidi Wood6, 8
President, Healthcare and Executive Vice-President, Business Development and Growth Initiatives |
2022
2021
|
654,718
562,882
|
1,106,441
420,623
|
474,212
630,517
|
586,934
644,738
|
0
0
|
558,000
273,000
|
64,688
65,292
|
3,444,993
2,597,052
|
FY2022 | FY2021 August 24 | FY2021 June 26 | FY2021 June 2 | FY2020 | |
Dividend yield
| 0.64% | 1.22% | 2.02% | 2.05% | 1.19% |
Expected volatility
| 40.53% | 36.19% | 36.27% | 35.15% | 19.70% |
Risk-free interest rate
| 0.76% | 0.34% | 0.34% | 0.36% | 1.49% |
Expected option term
| 4 | 4.25 | 4.25 | 4 | 4 |
Black-Scholes Value
| 30.92% | 24.97% | 23.44% | 24.26% | 14.71% |
Automobile
Expenses
|
Health & Insurance
Benefits
|
Other
Perquisites
| Relocation | Employer ESPP Contributions |
Dividend
Equivalents
|
Total
| |
$ | $ | $ | $ | $ | $ | $ | |
M. Parent
| 21,666 | 24,518 | 13,834 | - | 35,232 | - | 95,250 |
S. Branco
| - | 8,479 | 49,000 | - | 15,925 | - | 73,404 |
N. Leontidis
| 30,135 | 14,518 | 8,200 | - | 16,017 | - | 68,870 |
D. Gelston
| - | 3,064 | 62,500 | 96,501 | 19,540 | - | 181,605 |
H. Wood
| - | 2,188 | 62,500 | - | - | - | 64,688 |
Name |
Award
Type
|
Award
Date
| Number of Securities, units or Other Rights |
Payout or Expiration Date |
Grant
Price4
|
Marc Parent
|
RSU1
PSU2
Stock Option3
|
06/01/2021
06/01/2021
06/01/2021
|
26,080
65,190
125,200
|
06/01/2024
06/01/2024
06/01/2028
|
$36.82
$36.82
$36.82
|
Sonya Branco
|
RSU1
PSU2
Stock Option3
|
06/01/2021
06/01/2021
06/01/2021
|
7,320
18,300
35,200
|
06/01/2024
06/01/2024
06/01/2028
|
$36.82
$36.82
$36.82
|
Nick Leontidis
|
RSU1
PSU2
Stock Option3
|
06/01/2021
06/01/2021
06/01/2021
|
7,350
18,360
35,300
|
06/01/2024
06/01/2024
06/01/2028
|
$36.82
$36.82
$36.82
|
Daniel Gelston
|
RSU1
PSU2
Stock Option3
|
06/01/2021
06/01/2021
06/01/2021
|
6,870
17,170
33,000
|
06/01/2024
06/01/2024
06/01/2028
|
$36.82
$36.82
$36.82
|
Heidi Wood
|
RSU1
PSU2
Stock Option3
|
06/01/2021
06/01/2021
06/01/2021
|
8,590
21,460
41,200
|
06/01/2024
06/01/2024
06/01/2028
|
$36.82
$36.82
$36.82
|
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
|
125,200
482,300
253,500
343,000
408,000
418,000
|
36.82
20.57
34.17
27.14
22.17
16.15
|
06/01/2028
06/02/2027
05/29/2026
06/05/2025
06/08/2024
05/30/2023
|
-
5,773,131
-
1,852,200
4,230,960
6,851,020
| |||
Total
|
18,707,311
|
258,420
|
9,684,555
|
8,951,625
| |||
Sonya Branco
|
35,200
105,900
74,200
22,250
|
36.82
20.57
34.17
27.14
|
06/01/2028
06/02/2027
05/29/2026
06/05/2025
|
-
1,267,623
-
120,150
| |||
Total
|
1,387,773
|
74,570
|
2,799,904
|
604,133
| |||
Nick Leontidis
|
35,300
144,200
75,800
115,000
34,200
|
36.82
20.57
34.17
27.14
22.17
|
06/01/2028
06/02/2027
05/29/2026
06/05/2025
06/08/2024
|
-
1,726,074
-
621,000
354,654
| |||
Total
|
2,701,728
|
75,700
|
2,844,810
|
7,296,922
| |||
Daniel Gelston
|
33,000
105,200
|
36.82
20.24
|
06/01/2028
08/24/2027
|
-
1,293,960
| |||
Total
|
1,293,960
|
41,020
|
1,334,791
|
-
| |||
Heidi Wood
|
41,200
17,700
103,700
|
36.82
22.31
20.57
|
06/01/2028
06/25/2027
06/02/2027
|
-
181,071
1,241,289
| |||
Total
|
1,422,360
|
50,270
|
1,635,786
|
-
|
Name |
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
|
4,681,722
|
146,400
|
3,273,108
|
4,833,551
|
2,482,500
|
Sonya Branco
|
1,186,839
|
131,600
|
1,854,408
|
1,254,145
|
648,821
|
Nick Leontidis
|
1,491,625
|
-
|
-
|
1,620,397
|
670,983
|
Daniel Gelston
|
405,546
|
-
|
-
|
-
|
814,570
|
Heidi Wood
|
491,935
|
-
|
-
|
-
|
586,934
|
Pensions payable under the Supplementary Pension Plan are paid directly by CAE. In Canada, CAE is obligated to fund or provide security to ensure payments under the Supplementary Pension Plan upon retirement of the executive. CAE has elected to provide security by obtaining letters of credit for a trust fund established for those executives who have retired. CAE has secured certain NEO's and key executives' pension benefits by a letter of credit for a trust fund established for the executives.
|
• 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.
|
Annual Benefits Payable | |||||||
Name |
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
|
17.17
|
677,000
|
1,115,000
|
12,206,000
|
2,045,000
|
(1,933,000)
|
12,318,000
|
Sonya Branco
|
13.25
|
203,000
|
550,000
|
3,435,000
|
545,000
|
(561,000)
|
3,419,000
|
Nick Leontidis
|
22.00
|
457,000
|
501,000
|
8,291,000
|
798,000
|
(1,197,000)
|
7,892,000
|
Daniel Gelston4
|
1.60
|
28,900
|
466,000
|
284,000
|
477,000
|
(145,000)
|
616,000
|
Heidi Wood4
|
1.98
|
32,500
|
241,000
|
318,000
|
558,000
|
(138,000)
|
738,000
|
Compensation
Programs
|
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, with the exception of FY2019 and FY2020 at a rate of 1/3 for each full year
|
All units will be paid out as scheduled subject to performance criteria
| Unvested units vest at the greater of 100% or the multiplier resulting from the actual adjusted EPS performance 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 |
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 | Nick Leontidis | Daniel Gelston | Heidi Wood | |
$
|
$
|
$
|
$
|
$
| |
Involuntary Termination
| |||||
Salary/Severance1
|
5,500,000
|
Undetermined
|
Undetermined
|
Undetermined
|
656,250
|
LTUs
|
-
|
-
|
-
|
-
|
-
|
Options
|
-
|
-
|
-
|
-
|
-
|
RSUs2
|
953,257
|
279,282
|
285,127
|
90,225
|
107,441
|
PSUs2
|
2,541,678
|
744,090
|
760,189
|
78,044
|
92,936
|
Supplementary Plan
|
1,418,000
|
-
|
-
|
-
|
-
|
Total
|
10,412,935
|
1,023,372
|
1,045,316
|
168,269
|
856,627
|
Retirement
|
Eligible
|
Not eligible
|
Eligible
|
Not eligible
|
Not eligible
|
LTUs
|
-
|
-
|
-
|
-
|
-
|
RSUs
|
-
|
-
|
-
|
-
|
-
|
PSUs
|
-
|
-
|
-
|
-
|
-
|
Options
|
-
|
-
|
-
|
-
|
-
|
Supplementary Plan
|
-
|
-
|
-
|
-
|
-
|
Total
|
-
|
-
|
-
|
-
|
-
|
Termination Following Change in Control
| |||||
Salary/Severance3
|
6,307,093
|
2,366,373
|
2,400,529
|
2,690,145
|
2,669,172
|
LTUs4
|
-
|
-
|
-
|
-
|
-
|
Options5
|
4,792,898
|
1,387,773
|
1,449,806
|
970,470
|
1,066,770
|
RSUs6
|
2,970,251
|
859,707
|
873,699
|
499,814
|
608,498
|
PSUs6
|
6,483,465
|
1,872,652
|
1,902,046
|
868,589
|
1,067,314
|
Supplementary Plan7
|
1,418,000
|
284,000
|
737,000
|
496,000
|
747,000
|
Total
|
21,971,707
|
6,770,505
|
7,363,079
|
5,525,018
|
6,158,754
|
General Counsel, Chief Compliance Officer and Corporate Secretary
June 15, 2022
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.
We also use the following defined terms throughout this Circular:
|
$ | Canadian dollars. |
Audit Committee | The Audit Committee of our Board. |
Board | Our Board of Directors. |
Civil | Civil Aviation segment. |
Circular | This Management Proxy Circular. |
Common Shares or Shares | Common Shares of CAE. |
CSA | Canadian Securities Administrators. |
Defense | Defense and Security segment. |
DSU | Refers to Deferred Share Units of CAE. The value of a DSU is equivalent to the value of a Share. |
ESOP | Employee Stock Option Plan. |
ESPP | Employee Stock Purchase Plan. |
EPS | Earnings per Share. |
Fiscal Year or FY | Refers to a financial year of CAE, from April 1 to March 31 of the following calendar year. For example, FY2022 refers to the 12 months ended March 31, 2022. |
Governance Committee or GC | The Governance Committee of our Board. |
Healthcare | Healthcare segment. |
Human Resources Committee or HRC | The Human Resources Committee of our Board. |
Independent Directors | Refers to the standards of independence established by CAE's Corporate Governance Guidelines, applicable corporate governance rules of the New York Stock Exchange and SEC, and under the Canadian Securities Administrators' National Instrument 58-101 - Disclosure of Corporate Governance Practices and National Policy 58-201. |
LTU | Refers to a Long-Term Incentive Deferred Share Unit. The value of a LTU is equivalent to the value of a Share. |
MD&A | Refers the Management Discussion and Analysis section of CAE's annual report for the fiscal year ended March 31, 2022. |
Meeting | The Annual Meeting of CAE Shareholders to be held on August 10, 2022. |
NEOs or Named Executive Officers | The President and CEO, Chief Financial Officer and the three most highly compensated policy-making executives as at March 31, 2022. |
NYSE | The New York Stock Exchange. |
PSU | Refers to Performance Share Units of CAE. The value of a PSU is equivalent to the value of a Share. |
PwC |
PricewaterhouseCoopers LLP, Chartered Professional Accountants in Montréal, Québec. |
Record Date | June 15, 2022. |
RSU (or time-RSU) | Refers to Restricted Share Units of CAE. The value of a RSU is equivalent to the value of a Share. |
RSUP | Restricted Share Unit Plan. |
SEC | United States Securities and Exchange Commission. |
SOX | The Sarbanes-Oxley Act of 2002. |
STIP | Short-term incentive program. |
TSX | The Toronto Stock Exchange. |
Civil Aviation | Defence and Security | Healthcare | Total | |||||
Three months ended March 31 | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 |
Operating income (loss)
|
$58.1
|
$40.5
|
$25.8
|
$(8.5)
|
$9.4
|
$15.6
|
$93.3
|
$47.6
|
Restructuring, integration and acquisition costs
|
26.6
|
26.1
|
9.2
|
31.7
|
0.2
|
0.8
|
36.0
|
58.6
|
Cloud computing transition adjustment*
|
11.6
|
-
|
1.8
|
-
|
-
|
-
|
13.4
|
-
|
Adjusted segment operating income
|
$96.3
|
$66.6
|
$36.8
|
$23.2
|
$9.6
|
$16.4
|
$142.7
|
$106.2
|
COVID-19 government support programs
|
-
|
19.7
|
-
|
16.4
|
-
|
1.1
|
-
|
37.2
|
Adjusted SOI excluding COVID-19 government support programs
|
$96.3
|
$46.9
|
$36.8
|
$6.8
|
$9.6
|
$15.3
|
$142.7
|
$69.0
|
Civil Aviation | Defence and Security | Healthcare | Total | |||||
Twelve months ended March 31 | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 |
Operating income
|
$224.1
|
$6.5
|
$56.0
|
$15.5
|
$4.1
|
$26.4
|
$284.2
|
$48.4
|
Restructuring, integration and acquisition costs
|
79.0
|
76.1
|
61.4
|
45.0
|
6.5
|
2.9
|
146.9
|
124.0
|
Cloud computing transition adjustment*
|
11.6
|
-
|
1.8
|
-
|
-
|
-
|
13.4
|
-
|
Impairments and other gains and losses incurred in relation to the COVID-19 pandemic(1)
|
-
|
81.7
|
-
|
26.5
|
-
|
-
|
-
|
108.2
|
Adjusted segment operating income
|
$314.7
|
$164.3
|
$119.2
|
$87.0
|
$10.6
|
$29.3
|
$444.5
|
$280.6
|
COVID-19 government support programs
|
5.2
|
63.6
|
8.0
|
60.3
|
0.4
|
3.5
|
13.6
|
127.4
|
Adjusted SOI excluding COVID-19 government support programs |
$309.5
|
$100.7
|
$111.2
|
$26.7
|
$10.2
|
$25.8
|
$430.9
|
$153.2
|
Three months ended March 31 | Twelve months ended March 31 | |||
(amounts in millions, except per share amounts) | 2022 | 2021 | 2022 | 2021 |
Net income (loss) attributable to equity holders of the Company
|
$55.1
|
$19.8
|
$141.7
|
$(47.2)
|
Restructuring, integration and acquisition costs, after tax
|
27.1
|
43.4
|
110.0
|
94.0
|
Impairments and other gains and losses incurred in relation to the COVID-19 pandemic(1), after tax
|
-
|
-
|
-
|
80.3
|
Cloud computing transition adjustment, after tax
|
9.8
|
-
|
9.8
|
-
|
Adjusted net income
|
$92.0
|
$63.2
|
$261.5
|
$127.1
|
COVID-19 government support programs, after tax
|
-
|
27.3
|
10.0
|
93.5
|
Adjusted net income excluding COVID-19 government support programs
|
$92.0
|
$35.9
|
$251.5
|
$33.6
|
Average number of shares outstanding (diluted)
|
318.5
|
287.3
|
312.9
|
272.0
|
Adjusted EPS |
$0.29
|
$0.22
|
$0.84
|
$0.47
|
Adjusted EPS excluding COVID-19 government support programs
|
$0.29
|
$0.12
|
$0.80
|
$0.12
|
Last twelve months ending March 31 | ||
(amounts in millions) | 2022 | 2021 |
Operating income
|
$284.2
|
$48.4
|
Depreciation and amortization
|
310.5
|
319.5
|
EBITDA
|
$594.7
|
$367.9
|
Restructuring, integration and acquisition costs
|
146.9
|
124.0
|
Impairments and other gains and losses incurred in relation to the COVID-19 pandemic(1)
|
-
|
108.2
|
Cloud computing transition adjustment
|
13.4
|
-
|
Adjusted EBITDA
|
$755.0
|
$600.1
|
COVID-19 government support programs
|
(13.6)
|
(127.4)
|
Adjusted EBITDA excluding COVID-19 government support programs
|
$741.4
|
$472.7
|
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CAE Inc. published this content on 23 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 June 2022 16:45:05 UTC.