{"url_path":"/sec/ryaay/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 Directors, Senior Management and Employees","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-06-22","source_url":"https://www.sec.gov/Archives/edgar/data/1038683/0001104659-26-076131-index.html","accession_number":"0001104659-26-076131","cik":"0001038683","ticker":"RYAAY","issuer_name":"RYANAIR HOLDINGS PLC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1038683/0001104659-26-076131-index.html","primary_entity_key":"0001038683","primary_entity_name":"RYANAIR HOLDINGS PLC"},"word_count":4654,"has_tables":true,"body_markdown":"Item 6. Directors, Senior Management and Employees\n\nRyanair Holdings was established in 1996 as a holding company for Ryanair DAC. The management of Ryanair Holdings and Ryanair DAC are integrated, with the two companies having the same Directors and Executive Officers.\n\n​\n\nDIRECTORS\n\n​\n\n****The following table sets forth certain information concerning the Directors of the Company as of June 19, 2026:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Name**\n\n**  ​ ​ ​**\n\n**Age**\n\n**  ​ ​ ​**\n\n**Positions**\n\nStan McCarthy (b)(c)\n\n \n\n68\n\n \n\nChairman & Director\n\nRóisín Brennan (b)(d)\n\n \n\n61\n\n \n\nSenior Independent Director\n\nEamonn Brennan (d)(e)\n\n​\n\n68\n\n​\n\nDirector\n\nRay Conway (e)\n\n​\n\n71\n\n​\n\nDirector\n\nEmer Daly (a)\n\n \n\n63\n\n \n\nDirector\n\nGeoff Doherty (a)\n\n​\n\n55\n\n​\n\nDirector\n\nBertrand Grabowski (a)\n\n​\n\n69\n\n​\n\nDirector\n\nElisabeth Köstinger (c)\n\n​\n\n47\n\n​\n\nDirector\n\nJinane Laghrari Laabi (c)\n\n​\n\n45\n\n​\n\nDirector\n\nAnne Nolan (c)\n\n​\n\n66\n\n​\n\nDirector\n\nMichael O’Leary (b)\n\n \n\n65\n\n \n\nDirector & Group CEO\n\nAmber Rudd (d)\n\n​\n\n62\n\n​\n\nDirector\n\n​\n\n​\n\n​\n\n​\n\n(a)   Audit Committee.\n\n(d)   Remuneration Committee.\n\n​\n\n(b)   Executive Committee.\n\n(e)   Group Safety & Security Committee.\n\n​\n\n(c)   Nomination Committee.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Stan McCarthy** was appointed as a Director of Ryanair in May 2017, Deputy Chairman in April 2019 and Chairman in June 2020. Mr. McCarthy was Chief Executive of Kerry Group plc from January 2008 until September 2017.  He joined Kerry Group in 1976 and worked in a number of finance roles before being appointed as Vice President of Sales and Marketing in the USA in 1991, as President of Kerry North America in 1996 and as a Director of Kerry Group in 1999. Stan is an investor, advisor and Board member of a small number of privately-owned companies in diverse industries. An active philanthropist in both Ireland and the U.S., he donates to various organizations in health, education and poverty reduction. He has dual Irish and U.S. citizenship.\n\n​\n\n**Róisín Brennan** has served as a Director since May 2018 and was appointed Senior Independent Director (SID) in April 2024. She is a former Chief Executive of IBI Corporate Finance Ltd. where she had extensive experience advising Irish public companies. Róisín is currently Interim Chair of Musgrave Group plc and non-Executive Director of Glanbia plc having previously been a Non-Executive Director of DCC plc from 2005 until 2016 and Hibernia REIT plc from 2019 to 2022. She is an Irish Citizen.\n\n​\n\n**Eamonn Brennan** has served as a Director since April 2023. Mr. Brennan was formerly Chief Executive of the Irish Aviation Authority, and more recently the Director General of Eurocontrol from 2018 to 2022. He is an Irish citizen.\n\n​\n\n**Ray Conway**joined the Board in October 2025. He has a long and distinguished career in the aviation industry. After serving 13 years as a pilot in the Irish Air Corps, Capt. Conway joined Ryanair in 1987 and served as Chief Pilot from 2002 until his retirement in 2020. Since then, he has provided consultancy services on operational and safety matters to a number of large, international airlines. He is an Irish citizen.\n\n59\n\n[Table of Contents](#TOC)\n\n**Emer Daly** has served as a Director since December 2017. She is currently Board Chairman at Intact Insurance Ireland DAC and Audit Committee Chair at RGA International Reinsurance Company DAC and Prudential International Assurance plc. Previous directorships include Permanent TSB plc, EirGrid plc and Payzone plc. Prior to that Emer held senior roles with PwC and AXA Insurance. She is an Irish citizen.\n\n​\n\n**Geoff Doherty** has served as a Director since October 2021. Mr. Doherty is the Group Chief Financial Officer and an Executive Director of Kingspan Group plc. Prior to that, he was an Executive Director and Chief Financial Officer of Greencore Group plc. He is an Irish citizen.\n\n​\n\n**Bertrand Grabowski**joined the Board in October 2023. He is a former Executive Board Member of DVB Bank and held senior roles with Citibank, Credit Agricole Indosuez and Banque Indosuez. Bertrand is an independent aviation consultant and a Non-Executive Director of Jazeera Airways in Kuwait and Flybondi in Argentina. He is a French citizen.\n\n​\n\n**Elisabeth Köstinger** has served as a Director since April 2023. She is a former Austrian politician who was an MEP from 2009 to 2017, and subsequently served as Minister for Agriculture, Sustainability and Tourism. Since retiring from politics in 2022, Elisabeth has operated as an entrepreneur. She is an Austrian citizen.\n\n​\n\n**Jinane Laghrari Laabi** joined the Board in July 2024. She is a former partner with McKinsey & Co. (Casablanca) covering Morocco, Africa & Middle East and is a Non-Executive Director of Bank of Africa and SGTM (public listed companies in Morocco). She is a Moroccan citizen.\n\n​\n\n**Anne Nolan** has served as a Director since December 2022. She is a former Chair of the Irish Aviation Authority (from 2010 to 2018) and previously served as Chief Executive of the Irish Pharmaceutical Healthcare Association. Anne has also served on various Boards including the Food Safety Authority of Ireland, the Irish Medicines Board, the Executive Committee of the European Federation of Pharmaceutical Industries and the Board of the Smurfit Graduate School of Business and is currently Chair of an Irish pharmaceutical technology start-up. She is an Irish citizen.\n\n​\n\n**Michael O’Leary **has served as a Director of Ryanair since 1988 and as CEO since 1994. Michael was appointed Group CEO in April 2019. He is an Irish citizen.\n\n​\n\n**Amber Rudd**joined the Board in July 2024. She is a former UK Minister and MP who held senior cabinet positions including Home Secretary and Secretary of State for Energy and Climate Change. Amber is a Non-Executive Director of Centrica plc. She is a UK citizen.\n\n​\n\nThe Board of Directors has established a number of committees, including the following:\n\n​\n\n(a)*Audit Committee.*The Board of Directors established the Audit Committee in September 1996 to make recommendations concerning the engagement of independent external auditors; to review with the independent external auditors the plans for and scope of each annual audit, the audit procedures to be utilized and the results of the audit; to approve the professional services provided by the independent external auditors; to review the independence of the independent external auditors; and to review the adequacy and effectiveness of the Company’s internal accounting controls. Mr. Doherty (Chair), Ms. Daly and Mr. Grabowski are the members of the Audit Committee. All members of the Audit Committee are independent for the purposes of the listing rules of the Nasdaq and the U.S. federal securities laws.\n\n**​\n\n(b)*Executive Committee.* The Board of Directors established the Executive Committee in August 1996. The Executive Committee can exercise the powers exercisable by the full Board of Directors in circumstances in which action by the Board of Directors is required but it is impracticable to convene a meeting of the full Board of Directors. Ms. Brennan (Chair), Mr. McCarthy and Mr. O’Leary are members of the Executive Committee.\n\n60\n\n[Table of Contents](#TOC)\n\n(c)*Nomination Committee.* The Board of Directors established the Nomination Committee in May 1999 to make recommendations and proposals to the full Board of Directors concerning the selection of individuals to serve as Executive and Non-Executive Directors. The Board of Directors as a whole then makes appropriate determinations regarding such matters after considering such recommendations and proposals. Mr. McCarthy (Chair), Ms. Köstinger, Ms. Laghrari Laabi and Ms. Nolan are the members of the Nomination Committee.\n\n​\n\n(d)*Remuneration Committee.* The Board of Directors established the Remuneration Committee in September 1996. This committee has authority to determine the remuneration of Senior Management of the Company and to administer the share-based remuneration plans described below. Senior Management remuneration is comprised of a fixed basic pay and performance related bonuses which are awarded based on a combination of budget and non-budget performance criteria. The Remuneration Committee determines the remuneration and bonuses of the Group CEO, who is the only Executive Director. Mr. Brennan (Chair), Ms. Brennan and Ms. Rudd are the members of the Remuneration Committee.\n\n​\n\n(e)*Group Safety & Security Committee.*The Board of Directors established the Safety and Security Committee in March 1997 to review and discuss air safety and security performance. The Group Safety and Security Committee reports to the Board each quarter. The Safety and Security Committee is composed of Capt. Conway (Co-Chair), Mr. Brennan and Ms. Carol Sharkey (Co-Chair). Other attendees include the Accountable Managers of each of the Ryanair Group Airlines and various nominated persons who are invited to attend, as required, from time to time. Each airline has a separate Safety & Security Committee to comply with their local regulators’ requirements.\n\n​\n\nPowers of, and Action by, the Board of Directors\n\nThe Board of Directors is empowered by the Articles of Association of Ryanair Holdings (the “Articles”) to carry on the business of Ryanair Holdings, subject to the Articles, provisions of general law and the right of shareholders to give directions to the Directors by way of ordinary resolutions. Every Director who is present at a meeting of the Board of Directors of Ryanair Holdings has one vote. In the case of a tie on a vote, the chairman of the Board of Directors has a second or tie-breaking vote. A Director may designate an alternate Director to attend any Board of Directors meeting, and such alternate Director shall have all the rights of a Director at such meeting.\n\n​\n\nThe quorum for a meeting of the Board of Directors, unless another number is fixed by the Directors, consists of three Directors, a majority of whom must be EU nationals. The Articles require the vote of a majority of the Directors (or alternates) present at a duly convened meeting for the approval of any action by the Board of Directors.\n\n​\n\nComposition and Term of Office\n\nThe Articles provide that the Board of Directors shall consist of no fewer than 3 and no more than 15 Directors, unless otherwise determined by the shareholders. There is no maximum age for a Director and no Director is required to own any shares of Ryanair Holdings.\n\n​\n\nDirectors are elected (or have their appointments confirmed) at the annual general meetings of shareholders.\n\n​\n\nExemptions from Nasdaq Corporate Governance Rules\n\nThe Company relies on certain exemptions from the Nasdaq corporate governance rules. These exemptions, and the practices the Company adheres to, are as follows:\n\n​\n\n●The Company is exempt from Nasdaq’s quorum requirements applicable to meetings of shareholders, which require a minimum quorum of 33 1/3% for any meeting of the holders of common stock, which in the\n\n61\n\n[Table of Contents](#TOC)\n\nCompany’s case are its Ordinary Shares. In keeping with Irish generally accepted business practice, the Articles provide for a quorum for general meetings of shareholders of two shareholders, regardless of the level of their aggregate share ownership.\n\n​\n\n●The Company is exempt from Nasdaq’s requirement with respect to Audit Committee approval of related party transactions, as well as its requirement that shareholders approve certain stock or asset purchases when a Director, officer or substantial shareholder has an interest. The Company is subject to extensive provisions under the Listing Rules of Euronext Dublin governing transactions with related parties, as defined therein, and the Irish Companies Act also restricts the extent to which Irish companies may enter into related party transactions. In addition, the Articles contain provisions regarding disclosure of interests by the Directors and restrictions on their votes in circumstances involving conflicts of interest. The concept of a related party for purposes of Nasdaq’s Audit Committee and shareholder approval rules differs in certain respects from the definition of a transaction with a related party under the Irish Listing Rules and the Irish Companies Act.\n\n​\n\n●Nasdaq requires shareholder approval for certain transactions involving the sale or issuance by a listed company of common stock other than in a public offering and when a plan or other equity compensation arrangement is established or materially amended. Under the Nasdaq rules, whether shareholder approval is required for transactions other than public offerings depends, among other things, on the number of shares to be issued or sold in connection with a transaction, while the Irish Companies Act requires shareholder approval when the value of a related party transaction, as measured under any one or more of four class tests, exceeds a certain percentage of the size of the listed company undertaking the transaction as measured for the purposes of same tests.\n\n​\n\n●Nasdaq requires that each issuer solicit proxies and provide proxy statements for all meetings of shareholders and provide copies of such proxy solicitation to Nasdaq. The Company is exempt from this requirement as the solicitation of holders of ADRs is not required under the Irish Listing Rules or the Irish Companies Act. However, it has been Ryanair’s policy to solicit holders of ADRs, and it will do so again once the restriction on non-EU shareholders voting rights because of Brexit has been removed. For additional information, please see “Item 3 Key Information—Risk Factors—Risks Related to Ownership of the Company’s Ordinary Shares or ADSs”. Details of Ryanair’s annual general meetings and other shareholder meetings, together with the requirements for admission, voting or the appointment of a proxy are available on the website of the Company in accordance with the Irish Companies Act, the Company’s Articles of Association and the Irish Listing Rules.\n\n​\n\nThe Company also follows certain other practices under the Irish Corporate Governance Code (the “Code”) in lieu of those set forth in the Nasdaq corporate governance rules, as expressly permitted thereby.\n\n​\n\nMost significantly:\n\n​\n\nIndependence. Nasdaq requires that a majority of an issuer’s Board of Directors be “independent” under the standards set forth in the Nasdaq rules and that Directors deemed independent be identified in the Company’s Annual Report on Form 20-F. The Board of Directors has determined that each of the Company’s serving Non-Executive Directors, with the exception of Ray Conway, is “independent” under the standards set forth in the Irish Corporate Governance Code .\n\n​\n\nUnder the Code, there is no bright-line test establishing set criteria for independence, as there is under Nasdaq Rule 5605(a)(2). Instead, the Board of Directors determines whether the Director is independent, and whether there are relationships or circumstances which are likely to affect, or could appear to affect, the Director’s judgment. Under the\n\n62\n\n[Table of Contents](#TOC)\n\nCode, the Board of Directors may determine that a Director is independent notwithstanding the existence of relationships or circumstances which may appear relevant to its determination, but it should state its reasons if it makes such a determination. The Code specifies that relationships or circumstances that may be relevant include whether the Director: (i) is or has been an employee of the Company or Group within the last three years; (ii) has, or has had within the last three years, a material business relationship with the Company, either directly or as a partner, shareholder, director or senior employee of a body that has such a relationship with the Company; (iii) has received or receives additional remuneration from the Company apart from a director’s fee, participates in the Company’s share option or a performance-related pay scheme, or is a member of the Company’s pension scheme; (iv) has close family ties with any of the Company’s advisers, directors or senior employees; (v) holds cross-directorships or has significant links with other directors through involvement in other companies or bodies; (vi) represents a significant shareholder; or (vii) has served on the Board for more than nine years from the date of their first appointment.\n\n​\n\nIn determining whether each of the serving Non-Executive Directors is independent under the Code standard, the Board considered the provision of consultancy services by Ray Conway to Ryanair during the 3 years prior to his appointment as Director and concluded that he should not be considered independent in accordance with the Code.\n\n​\n\nThe Nasdaq independence criteria specifically state that an individual may not be considered independent if, within the last three years, such individual or a member of his or her immediate family has had certain specified relationships with the Company, its parent, any consolidated subsidiary, its internal or external auditors, or any company that has significant business relationships with the Company, its parent or any consolidated subsidiary. Neither ownership of a significant amount of stock nor length of service on the Board is a per se bar to independence under the Nasdaq rules.\n\n​\n\nSENIOR MANAGEMENT\n\n​\n\nThe following table sets forth certain information concerning the Senior Management of the Ryanair Group as of June 19, 2026:  \n\n  ​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Name**\n\n**  ​ ​ ​**\n\n**Age**\n\n**  ​ ​ ​**\n\n**Position**\n\nMichael O’Leary\n\n \n\n65\n\n \n\nGroup CEO\n\nNeil Sorahan\n\n \n\n54\n\n \n\nGroup CFO\n\nJuliusz Komorek\n\n \n\n48\n\n \n\nGroup CLO; Co. Secretary\n\nEdward Wilson\n\n​\n\n62\n\n​\n\nRyanair DAC CEO\n\nCarol Sharkey\n\n \n\n51\n\n \n\nChief Risk Officer\n\nTracey McCann\n\n​\n\n52\n\n​\n\nRyanair DAC CFO\n\nAndreas Gruber\n\n \n\n41\n\n \n\nLauda Joint CEO\n\nDavid O'Brien\n\n \n\n62\n\n \n\nMalta Air CEO & Lauda Joint CEO\n\nMichal Kaczmarzyk\n\n​\n\n47\n\n​\n\nBuzz CEO\n\nJohn Hurley\n\n \n\n51\n\n \n\nCTO\n\n​\n\n**Michael O’Leary.**Michael has served as a Director of Ryanair DAC since 1988 and a Director of Ryanair Holdings since 1996. Michael was appointed CEO of Ryanair in 1994 and Group CEO in April 2019, having previously served as CFO since 1988.\n\n​\n\n**Neil Sorahan.**Neil was appointed Group CFO in October 2019, having previously served as Ryanair’s CFO from October 2014. Prior to this he was Ryanair’s Finance Director since June 2006 and Treasurer from January 2003. Before joining Ryanair, Neil held various finance and treasury roles (1992 to 2002 incl.) at CRH plc.\n\n​\n\n63\n\n[Table of Contents](#TOC)\n\n**Juliusz Komorek.**Juliusz was appointed Group CLO; Company Secretary in late 2019 having previously served as Ryanair’s Chief Legal & Regulatory Officer; Company Secretary from May 2009 and Deputy Director of Legal and Regulatory Affairs since 2007. Prior to joining the Company in 2004, Juliusz had gained relevant experience in the European Commission’s Directorate General for Competition and in the Polish Embassy to the EU in Brussels, as well as in the private sector in Poland and the Netherlands. Juliusz is a lawyer, holding degrees from the universities of Warsaw and Amsterdam.\n\n​\n\n**Edward Wilson.**Eddie was appointed Ryanair DAC’s CEO in September 2019, having previously served as Ryanair’s CPO since December 2002. Prior to this he served as Head of Personnel since December 1997. Before joining Ryanair, Eddie was the Human Resources Manager for Gateway 2000 and held a number of other human resources-related positions in the Irish financial services sector.\n\n​\n\n**Carol Sharkey.**Carol was appointed Chief Risk Officer in May 2018 having held the position of Director of Safety and Security since 2014. She has worked at Ryanair since 1995 having previously held roles in in-flight, flight operations and in recent years has overseen the flight safety department.\n\n​\n\n**Tracey McCann.**Tracey was appointed Ryanair DAC’s CFO in January 2020 having previously served as Ryanair’s Director of Finance from December 2014. She joined Ryanair in 1991 and has held various senior finance roles.\n\n​\n\n**Andreas Gruber.**Andreas was appointed CEO of Lauda in 2018. Prior to that, he held various operational and network planning roles within the Aerberlin Group. Following Lauda’s acquisition by the Ryanair Group, Andreas remained as Lauda’s Joint CEO.\n\n​\n\n**David O’Brien.**David was appointed Joint CEO of Lauda in April 2020 and CEO of Malta Air in December 2020, having previously served as Ryanair’s CCO since January 2014. Prior to that David was Ryanair’s Director of Flight and Ground Operations from December 2002. A graduate of the Irish Military College, prior to joining Ryanair, David followed a military career with positions in the airport sector and agribusiness in the Middle East, Russia and Asia.\n\n​\n\n**Michal Kaczmarzyk.** Michal was appointed CEO of Buzz in April 2017. Prior to joining Buzz, Michal served as the General Director of the Polish Airports State Company and CEO of Warsaw Chopin Airport. A former CEO of LS Airport Services and supervisory board member of Euro LOT Airline, Krakow Airport and Gdansk Airport, Michal also held roles with the Polish Industrial Development Agency, the Office of Competition and Consumer Protection and PwC.\n\n​\n\n**John Hurley.**John****was appointed CTO in September 2014. He joined Ryanair from Houghton Mifflin Harcourt, where he was Vice-President of Engineering and Product Operations, Director of Platform Development and Software Development Program Manager. He was previously Production Manager at both Intuition Publishing Limited and Education Multimedia Group and has over 20 years of experience in the IT industry.\n\n​\n\nCOMPENSATION OF DIRECTORS AND SENIOR MANAGEMENT\n\n​\n\n**Non-share-based compensation**\n\n​\n\nThe aggregate amount of compensation paid by Ryanair Holdings and its subsidiaries to its key management personnel (defined as including each director, whether executive or otherwise, of the Group, as well as the Senior Management team reporting to the Board of Directors) named above in FY26 was €16.7m (including a €5.9m (non-cash) technical accounting charge in relation to unvested share options). For details of Mr. O’Leary’s compensation in such fiscal year, see “—Remuneration Agreement with Mr. O’Leary” below.\n\n​\n\n64\n\n[Table of Contents](#TOC)\n\nDuring FY26, each of Ryanair Holdings’ Non-Executive Directors was entitled to receive a base fee of €75,000 plus expenses per annum, as remuneration for their services to Ryanair Holdings. The Chairman of the Board received a fee of €150,000. The additional remuneration paid to Chairs of the Audit, Remuneration and Group Safety & Security Committees and to the Senior Independent Director (“SID”) is €25,000 per annum. Directors’ service agreements do not contain provisions providing for compensation on their termination. For a breakdown of Directors’ fees by Director, please see Note 18(b) to the consolidated financial statements.\n\n​\n\n**Shareholdings, Share options and LTIPs**\n\n​\n\nThe number of shares in the Company held by the key management personnel named above as of March 31, 2026 is as follows.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**No. of Shares**\n\n​\n\n**Percentage of Outstanding Shares**\n\n**Directors**\n\n​\n\n​\n\n​\n\n​\n\nStan McCarthy\n\n​\n\n23,683\n\n​\n\n*\n\nRóisín Brennan\n\n​\n\n4,000\n\n​\n\n*\n\nEamonn Brennan\n\n​\n\n7,327\n\n​\n\n*\n\nRay Conway\n\n​\n\n3,852\n\n​\n\n*\n\nEmer Daly\n\n​\n\n53,768\n\n​\n\n*\n\nGeoff Doherty\n\n​\n\n85,700\n\n​\n\n*\n\nBertrand Grabowski\n\n​\n\n—\n\n​\n\n—\n\nElisabeth Köstinger\n\n​\n\n—\n\n​\n\n—\n\nJinane Laghrari Laabi\n\n​\n\n—\n\n​\n\n—\n\nAnne Nolan\n\n​\n\n9,018\n\n​\n\n*\n\nMichael O’Leary\n\n​\n\n42,199,999\n\n​\n\n4.00%\n\nAmber Rudd\n\n​\n\n—\n\n​\n\n—\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Senior Management**\n\n​\n\n​\n\n​\n\n​\n\nNeil Sorahan\n\n​\n\n285,000\n\n​\n\n*\n\nJuliusz Komorek\n\n​\n\n14,258\n\n​\n\n*\n\nEdward Wilson\n\n​\n\n84,518\n\n​\n\n*\n\nCarol Sharkey\n\n​\n\n6,166\n\n​\n\n*\n\nTracey McCann\n\n​\n\n20,033\n\n​\n\n*\n\nAndreas Gruber\n\n​\n\n7,458\n\n​\n\n*\n\nDavid O’Brien\n\n​\n\n27,527\n\n​\n\n*\n\nMichal Kaczmarzyk\n\n​\n\n14,953\n\n​\n\n*\n\nJohn Hurley\n\n​\n\n56,480\n\n​\n\n*\n\n​\n\n​\n\n​\n\n​\n\n​\n\n*Percentage of outstanding shares held is less than 1%.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n65\n\n[Table of Contents](#TOC)\n\nThe total outstanding share options held by the key management personnel named above as of March 31, 2026 is as follows.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**No. of Share Options**\n\n**Senior Management**\n\n​\n\n​\n\nMichael O’Leary\n\n​\n\n10,000,000\n\nNeil Sorahan\n\n​\n\n500,000\n\nJuliusz Komorek\n\n​\n\n500,000\n\nEdward Wilson\n\n​\n\n500,000\n\nCarol Sharkey\n\n​\n\n100,000\n\nTracey McCann\n\n​\n\n100,000\n\nAndreas Gruber\n\n​\n\n100,000\n\nDavid O’Brien\n\n​\n\n500,000\n\nMichal Kaczmarzyk\n\n​\n\n100,000\n\nJohn Hurley\n\n​\n\n400,000\n\n​\n\nNo NEDs had share options at March 31, 2026.\n\n​\n\nThe total outstanding Non-Performance LTIPs held by Directors as of March 31, 2026 is as follows.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**No. of LTIPs**\n\nStan McCarthy\n\n​\n\n6,485\n\nRóisín Brennan\n\n​\n\n6,485\n\nEamonn Brennan\n\n​\n\n6,485\n\nRay Conway\n\n​\n\n—\n\nEmer Daly\n\n​\n\n6,485\n\nGeoff Doherty\n\n​\n\n6,485\n\nBertrand Grabowski\n\n​\n\n2,501\n\nElisabeth Köstinger\n\n​\n\n6,485\n\nJinane Laghrari Laabi\n\n​\n\n2,501\n\nAnne Nolan\n\n​\n\n6,485\n\nMichael O’Leary\n\n​\n\n—\n\nAmber Rudd\n\n​\n\n2,501\n\n​\n\nThe exercise prices, vesting conditions and expiration dates of the options and LTIPs in the table above are disclosed in “Item 10. Additional Information—Options to Purchase Securities from Registrant or Subsidiaries”.\n\n66\n\n[Table of Contents](#TOC)\n\nRemuneration Agreement with Mr. O’Leary\n\nIn December 2022 Michael O’Leary (“MOL”) extended his contract as Group CEO to July 2028 (renewed in June 2026 to March 2032). As part of the 2022 contract the Group CEO receives a basic salary of €1.2m p.a. (effective since FY24). From FY24 his maximum annual bonus was reduced to 50% of basic pay (previously 100%). In line with best practice, MOL does not receive any pension benefits. This contract extended the vesting period for the 10m share options granted in February 2019, which are exercisable at a strike price of €11.12, but only if the Ryanair Group PAT exceeds €2.2bn (increased from a prior €2.0bn target) in any year up to FY28 (inclusive) and/or the share price of the Company exceeds €21 for a period of 28 days between April 1, 2021 and March 31, 2028 (incl.). While both the PAT and the share price performance targets were achieved in FY26, these options can only be exercised between July 2027 and February 7, 2029 and will lapse should MOL leave the Ryanair Group’s employment on/before July 2027.\n\n​\n\nSTAFF AND LABOR RELATIONS\n\n​\n\nPlease refer to Note 17 within “Item 18. Financial Statements” for details of Ryanair’s team (including all Group airlines) for FY26, FY25 and FY24.\n\n​\n\nRyanair Group airlines have concluded Collective Labor Agreements (“CLAs”) with trade unions in most of their major markets. Ryanair will continue to defend its existing high productivity business model. Ryanair believes that existing terms and conditions for both pilots and cabin crew are industry leading among European low-cost operators with competitive pay, advantageous fixed rosters, outstanding promotional opportunities, and a wide choice of base locations across Europe.\n\n​\n\nEuropean regulations require pilots to be licensed as commercial pilots with specific ratings for each aircraft type flown. In addition, European regulations require all commercial pilots to be medically certified as physically fit. Licenses and medical certification are subject to periodic re-evaluation and require recurrent training and recent flying experience in order to be maintained. Maintenance engineers must be licensed and qualified for specific aircraft types. Cabin crew must undergo initial and periodic competency training. Training programs are subject to approval and monitoring by the competent authority. In addition, the appointment of senior management personnel directly involved in the supervision of flight operations, training, maintenance, and aircraft inspection must be satisfactory to the competent authority. Based on its experience in managing the airline’s growth to date, management believes that there is a sufficient pool of qualified and licensed pilots, engineers, and mechanics within the EU and the UK, supplemented through traineeships, to satisfy Ryanair’s anticipated future needs in the areas of flight operations, maintenance and quality control. Ryanair has also been able to supplement its pool of pilots and cabin crew through the limited use of contract agencies. These contract pilots and cabin crew are included in the table above.\n\n​\n\nRyanair’s crew earn productivity-based incentive payments, including a sales bonus for onboard sales for flight attendants and payments based on the number of hours or sectors flown by pilots and cabin crew (within limits set by regulations governing maximum working hours.) Ryanair’s pilots and cabin crew are currently subject to EASA-approved limits of 900 flight-hours per calendar year.\n\n​\n\nIf more stringent regulations on flight-hours were to be adopted, Ryanair’s flight personnel could experience a reduction in their total pay due to lower compensation for the number of hours or sectors flown and Ryanair could be required to hire additional flight personnel.\n\n​\n\nRyanair Holdings’ plc shareholders have approved a number of share-based remuneration plans for employees and Directors including Share Option Plan 2013 and LTIP 2019 (which replaced Option Plan 2013 for share based remuneration granted after the 2019 AGM). Ryanair Holdings has granted share-based remuneration to several of its\n\n67\n\n[Table of Contents](#TOC)\n\nsenior managers. For details of all outstanding share options, see “Item 10. Additional Information — Options to Purchase Securities from Registrant or Subsidiaries.”\n\n​\n\nCOMPENSATION RECOVERY\n\nNot applicable.\n\n​"}