The following table is the list of the key officers, including the CEO, and directors of PLDT as at
February 28, 2013:
Name Position(s)
Manuel V. Pangilinan ... Director, Chairman of the Board
Napoleon L. Nazareno ... Director, President and CEO
Helen Y. Dee ... Director
Ray C. Espinosa ... Director
James L. Go ... Director
Setsuya Kimura ... Director
Rev. Fr. Bienvenido F. Nebres, S.J.(1) ... Independent Director
Hideaki Ozaki ... Director
Pedro E. Roxas ... Independent Director
Juan B. Santos ... Director
Tony Tan Caktiong ... Director
Alfred V. Ty ... Independent Director
Ma. Lourdes C. Rausa-Chan ... Director, Senior Vice President, Corporate Affairs and Legal Services Head,
Corporate Secretary and Chief Governance Officer
Ernesto R. Alberto ... Senior Vice President, Enterprise and International Carrier Business Head
Anabelle L. Chua ... Senior Vice President, Corporate Finance and Treasury Head and Treasurer
Rene G. Bañez ... Senior Vice President, Supply Chain, Asset Protection and Management Head
Alejandro O. Caeg ... Senior Vice President, International and Carrier Business Head
Jun R. Florencio ... Senior Vice President, Internal Audit and Fraud Risk Management Head
Menardo G. Jimenez, Jr. ... Senior Vice President, Human Resources Head and Business Transformation Office Head
George N. Lim(2) ... Senior Vice President, Network Services Assurance Head and Business Transformation
Office – Network Team Head
Claro Carmelo P. Ramirez ... Senior Vice President, Office of the President and CEO
June Cheryl A. Cabal-Revilla ... First Vice President, Financial Reporting and Controllership Head
_____________
(1) Resigned effective September 25, 2012.
(2) Retired effective January 1, 2013.
The following table below sets forth the aggregate amount of compensation paid in 2012 and 2011 and
estimated amount of compensation expected to be paid in 2013 to: (1) the President and CEO, Napoleon L.
Nazareno and four most highly compensated officers of PLDT, as a group, namely: Menardo G. Jimenez, Jr.,
Anabelle L. Chua, Ernesto R. Alberto and Ma. Lourdes C. Rausa-Chan; and (2) all other key officers, other
officers and directors, as a group.
2013 2012 2011
Estimate Actual
(in millions)
President and CEO(1)and four most highly compensated key officers:
Salary(2) Php62 Php58 Php53
Bonus(3) 16 15 13
Other compensation(4) 53 65 43
131 138 109
All other key officers, other officers and directors as a group
(excluding the President and CEO and four most highly compensated key officers):
Salary(2) 238 244 239
Bonus(3) 61 62 61
Other compensation(4) 283 264 214
Php582 Php570 Php514
_____________
(1) The President and CEO receives compensation from Smart but not from PLDT.
(2) Basic monthly salary.
(3) Includes longevity pay, mid-year bonus, 13th
month and Christmas bonus.
(4) Includes variable payand other payments. Variable pay is based on an annual incentive system that encourages and rewards both the
individual and group team performance and is tied to the achievement of Corporate/Unit/Customer SatisfactionObjectives. It covers
regular officers and executives of PLDT and is based on a percentage of their guaranteed annual cash compensation. See Note 24 –
Related Party Transactions – Compensation of Key Officers of the PLDT Group to the accompanying audited consolidated financial
statements in Item 7 for further discussion.
Each of the directors of the Company is entitled to a director’s fee for each meeting of the Board of
Directors attended. In addition, the directors who serve in the committees of the Board of Directors, namely, the
Audit, Governance and Nomination, Executive Compensation andTechnology Strategy Committees, are each
entitled to a fee for each committee meeting attended.
On January 27, 2009, the Board of Directors of PLDT approved an increase in director’s board meeting
attendance fees to Php200 thousand from Php125 thousand and board committee meeting attendance fees to Php75
thousand from Php50 thousand. The attendance fees for directors were last adjusted in July 1998. The ECC
recommended the increase taking into consideration PLDT’s profitability growth (versus Board remuneration) and
the results of the survey on Board remuneration conducted by Watson Wyatt, which showed that PLDT’s
directors’ remuneration, consisting only of fees for meeting attendance, and/or retainer fees and profit share were
below the median of directors’ remuneration among participating companies in the survey.
Except for the fees mentioned above, the directors are not compensated, directly or indirectly, for their
services as such directors. The aggregate amount of per diems paid to the directors for their attendance in Board
and Board Committee meetings is included in other compensation in the above table. The total amount of per
diems paid in 2012 and 2011 were approximately Php35 million and Php40 million, respectively. The total
amount of per diems estimated to be paid in 2013 is approximately Php37 million.
There are no agreements between PLDT Group and any of its key management personnel providing for
benefits upon termination of employment, except for such benefits to which they may be entitled under PLDT
Group’s retirement and incentive plans.
Long-term Incentive Plan
Our long-term incentive plan, or LTIP, is a cash plan that is intended to provide meaningful, contingent,
financial incentive compensation for eligible executives, officers and advisors of the PLDT Group, who are
consistent performers and contributors to the achievement of the long-term strategic plans and objectives, as well
as the functional strategy and goals of the PLDT Group, and administered by the ECC which has the authority to
determine: (a) eligibility and identity of participants; (b) the award attributable to each participant based on the
participant’s annual base compensation and taking into account such participant’s seniority, responsibility level,
performance potential, tenure with the PLDT Group, job difficulty and such other measures as the Committee
deems appropriate; (c) the level of achievement of the performance objectives; and (d) the actual award payable to
each participant based on the level of achievement of the performance objectives.
The 2010 to 2012 LTIP, covering the period from January 1, 2010 to December 31, 2012, was presented
to and approved by the ECC and the Board of Directors, and was based on profit targets for the covered
performance cycle. The cost of 2010 to 2012 LTIP was determined using the projected unit credit method based
on prevailing discount rates and profit targets. Total outstanding liability and fair value of 2010 to 2012 LTIP cost
amounted to Php1,392 million as at December 31, 2010, but based on our projections in 2011, the profit targets for
the covered performance cycle were no longer achievable, thus, the accrued LTIP cost as at December 31, 2010
was reversed and presented as part of other income in our consolidated income statement for the year ended
December 31, 2011. We currently do not expect to make any payouts under the 2010 to 2012 LTIP.
To ensure the proper execution of our strategic and operational business plans while taking into account
the acquisition of Digitel in 2011 and other recent market developments, the 2012 to 2014 LTIP, covering the
period from January 1, 2012 to December 31, 2014, was approved by the Board of Directors with the endorsement
of the ECC on March 22, 2012. The award in the 2012 to 2014 LTIP is contingent upon the successful
achievement of certain profit targets, intended to align the execution of the business strategies of the expanded
Group, including Digitel, over the three year period from 2012 to 2014. In addition, the 2012 to 2014 LTIP allows
for the participation of a number of senior executives and certain newly hired executives and ensures the
continuity of management in line with the succession planning of the PLDT Group. LTIP costs and liability
recognized as at and for the year ended December 31, 2012 amounted to Php1,491 million.
There are no other warrants or options held by PLDT’s officers or directors either singly or collectively.
See Note 3 – Management’s Use of Judgments, Estimates and Assumptions, Note 5 – Income and
Expenses, Note 23 – Accrued and Other Current Liabilities and Note 25 – Share-based Payments and Employee
Benefits to the accompanying audited consolidated financial statements in Item 7 for related discussion.
Item 11. Security Ownership of Certain Beneficial Owners, Directors and Key Officers
