This story has been updated to reflect additional compensation for Fiat Chrysler CEO Sergio Marchionne that was not previously known.


Fiat Chrysler Automobiles NV CEO Sergio Marchionne earned 31.3 million euros ($38 million based on Dec. 31 exchange rate) in 2014, according to the company’s annual filing with the U.S. Securities and Exchange Commission.

The majority of Marchionne’s compensation last year came from a 24.7 million euro ($30 million) cash reward from non-executive directors as recognition for being “instrumental in major strategic and financial accomplishments for the Group,” according to the Thursday filing.

Marchionne’s other 2014 earnings included a salary of more than 2.5 million euros ($3 million); 4 million euros ($4.9 million) in annual incentives related to the company’s performance; and 111,410 euros ($135,251) in other compensation.

Marchionne, according to the report, also was granted a 12 million euro ($15 million) post-mandate award that he will receive when he steps down as CEO and 1.62 million in restricted shares of company stock, which will vest as soon as it is approved at the company’s annual general meeting of shareholders in April.

Based on Thursday’s closing of $15.59 per share, the shares are valued at more than $25 million.

Last year was a busy one for Marchionne, with the creation of Fiat Chrysler following the merger of Fiat SpA and Chrysler Group into the new company; listing on the New York Stock Exchange in October; laying out an ambitious five-year business plan; and announcing the spin-off of Ferrari into its own company.

Fiat Chrysler earned 632 million euros in 2014, significantly down from 1.9 billion euros in 2013 — but in line with its full-year guidance. The decrease in profit was due to aggressive investments; 650 million euros in recall costs for North America; and a 495 million euro payment that was part of fully acquiring Chrysler Group, now FCA US LLC.

Marchionne was by far the highest paid executive or board member disclosed in the 20-F filing for the world’s seventh-largest automaker, which paid board directors for Fiat Chrysler and the former Fiat SpA a total of about 11.2 million euros ($13.6 million) in total compensation for 2014, including 6.8 million euros ($8.3 million) in salaries.

Following Marchionne were Fiat Chrysler Chairman John Elkann at 1.7 million euros ($2 million) and former Ferrari and Fiat SpA Chairman Luca Cordero di Montezemolo at 2.1 million euros ($2.5 million). Of those disclosed in the filing, Marchionne was the only executive who received an annual incentive.

Marchionne also led executives and board directors in Fiat Chrysler common shares owned. As of Thursday, he owned 14.4 million shares. Elkann owned the second-most at 133,000. All others disclosed in the filing owned fewer than 50,000 shares.

Marchionne, as in 2013, did not accept a salary for his duties as CEO and chairman of FCA US in 2014.

Marchionne is expected to have earned far more than Ford Motor Co. CEO Mark Fields and General Motors Co. CEO Mary Barra. Neither Ford nor GM have disclosed their final 2014 executive compensation for their first-year CEOs. Fields, without stock options, was expected to make $5.25 million in salary and bonuses. Barra could have earned as much as $14.4 million, but is expected to have earned less due to the company’s recall crisis impacting incentives.

Also detailed in the filing were promising signs for the automaker as well as risks for the company.

Risks included recall costs; the cyclical nature of the auto industry that tends to reflect the overall performance of the economy; its credit rating, which is below investment-grade; and shortfalls in its pension plans.

As of Dec. 31, its defined benefit pension plans were underfunded by approximately 5.1 billion euros ($6.2 billion), including 4.8 billion euros ($5.8 billion) related to the former Chrysler Group operations.

Positives increases include 1.4 percent increase in employment to 228,690 people, including 77,817 for FCA US; 1.5 percent increase in research and development spending; and other positive financial-related performance metrics and investments.

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