| CN | Management
Information Circular 2022 67 Cost of Management Ratio The cost of management ratio expresses
the total compensation reported for the NEOs as a percentage of the Company’s adjusted
net income. 2017 2018 2019 2020 2021 Total compensation reported for the NEOs (C$ million) (1)
29.2 25.0 21.7 24.5 29.2 Adjusted Net Income (C$ million) (2) 3,778 4,056 4,189 3,784
4,218 Net Income (C$ million) 5,484 4,328 4,216 3,562 4,892 COST OF MANAGEMENT RATIO using
adjusted net income (2) 0.8% 0.6% 0.5% 0.6% 0.7% COST OF MANAGEMENT RATIO using Net
Income 0.5% 0.6% 0.5% 0.7% 0.6% (1) T otal compensation as reported in the summary compensation
table each year (including only active NEOs as at December 31 of any year) (2)
Adjusted Net Income is a non-GAAP measure and does not have any standardized meaning prescribed
by GAAP and therefore, may not be comparable to similar measures presented by other companies.
See the section entitled “Adjusted performance measures” in each of the December 31, 2021
MD&A filed on February 1, 2022, the December 31, 2020 MD&A filed on
February 1, 2021, the December 31, 2019 MD&A filed on January 31,
2020, which are incorporated by reference herein. The MD&A may be found online on SEDAR
at www.sedar.com, on the SEC’s website at www.sec.gov through EDGAR, and on the Company’s
website at www.cn.ca in the Investors section. Compensation of the NEOs has been paid in
U.S. dollars since 2002 as it provides a more precise, meaningful and stable comparison
basis for compensation decisions with U.S.-denominated compensation from the selected Class
I Railroad comparator group. A table presenting the compensation paid in U.S. dollars for
the NEOs is presented on page 69 — “Total Compensation for
the NEOs in U.S. Dollars”. Summary Compensation Table in Canadian Dollars The following
table sets forth the annual total compensation in Canadian dollars for the NEOs, in accordance
with the Canadian securities disclosure rules issued by the CSA, for the years ended December 31,
2021, 2020 and 2019. Fluctuation in the exchange rate affects year-over- year comparability.
Compensation in Canadian $ NAME AND PRINCIPAL POSITION YEAR SALARY (C$) SHARE-BASED AWARDS
(C$) OPTION-BASED AWARDS (C$) NON-EQUITY INCENTIVE PLAN COMPENSATION – ANNUAL
INCENTIVE PLANS (C$) PENSION VALUE (C$) ALL OTHER COMPENSATION (C$) TOTAL COMPENSATION (C$)
Jean-Jacques Ruest President and Chief Executive Officer 2021 1,090,545 6,159,399 2,941,900
2,323,649 1,005,000 27,724 13,548,217 2020 1,140,275 6,118,773 2,730,880 313,334 490,000
19,973 10,813,235 2019 995,175 5,516,472 2,753,780 – (351,000) 26,120 8,940,547 Ghislain
Houle Executive Vice-President and Chief Financial Officer 2021 795,973 1,302,143 1,065,398
969,140 (662,000) 26,361 3,497,015 2020 831,730 1,341,885 1,098,175 140,661 (95,000) 16,351
3,333,802 2019 802,775 1,335,883 1,092,707 – (88,000) 20,375 3,163,740 Robert Reilly
Executive Vice-President and Chief Operating Officer 2021 795,973 1,302,143 1,065,398 969,140
84,372 327,427 4,544,453 2020 804,900 1,269,390 1,038,799 133,691 67,151 274,913 3,588,844
2019 425,713 1,086,153 888,426 – 51,833 3,388,254 5,840,379 Sean Finn Executive Vice-President
Corporate Services and Chief Legal Officer 2021 770,903 1,020,581 835,047 938,617 436,000
20,570 4,021,718 2020 804,900 1,051,809 860,729 136,123 430,000 15,075 3,298,636 2019 776,237
1,047,037 856,461 – (282,000) 20,618 2,418,353 Dominique Malenfant Executive Vice-President
and Chief Information & Technology Officer 2021 733,298 985,454 806,239 892,831 111,819
15,466 3,545,107 2020 261,593 1,006,936 823,944 – 27,021 1,345,531 3,465,025 2019
– – – – – – – (1) V aluation Disclosure
for Share-Based Awards — The fair value of share-based awards at the
grant date, as shown in the Summary Compensation Table, reflects the number of PSUs awarded
multiplied by the value calculated using the Willis Towers Watson expected life binomial
methodology. This methodology was selected as it provides alignment throughout the compensation
review process by using the same methodology for benchmarking, grant and disclosure purposes.
(1) (2) (3) (4) (5) (7) (6) (8)
(6) (6) (9) (9) (10) (9) (11) (8)
(12) (13) Compensation Discussion and Analysis CN-37 Book - Circulaire 2022
- EN.indb 67 CN-37 Book - Circulaire 2022 - EN.indb 67 2022-04-07 01:23 2022-04-07 01:23 |