Fiscal 2020 Universal Registration Document

5. Corporate governance

5.5.2.3 Compensation and benefits paid during or awarded for Fiscal 2020 – Say on Pay (ex post vote at the Ordinary Annual Shareholders Meeting of January 12, 2021)
Compensation and benefits paid during or awarded for Fiscal 2020 to Sophie Bellon, Chairwoman of the Board of Directors

TYPE OF COMPENSATION OR BENEFITSAMOUNTS PAID DURING FISCAL 2020AMOUNTS AWARDED FOR FISCAL 2020 OR ACCOUNTING VALUECOMMENTS
Fixed compensation

Fixed compensation

AMOUNTS PAID DURING FISCAL 2020

€506,250

Fixed compensation

AMOUNTS AWARDED FOR FISCAL 2020 OR ACCOUNTING VALUE

€506,250

Fixed compensation

COMMENTS

Pre-tax gross amount due for the fiscal year.

Given the unprecedented sanitary crisis caused by the Covid-19 pandemic and its resulting social and economic impacts, the Board decided to reduce her fixed salary by 50% for the second half of Fiscal 2020. Sophie Bellon fully agreed with this decision, which allowed her to express her solidarity with the Group’s employees. The amounts not paid for the fixed compensation financed the creation of the Sodexo Employee Relief Program in April 2020 to help address some of the social and economic consequences of the Covid-19 pandemic.

Fringe benefits

Fringe benefits

AMOUNTS PAID DURING FISCAL 2020

€1,769

Fringe benefits

AMOUNTS AWARDED FOR FISCAL 2020 OR ACCOUNTING VALUE

€1,769

Fringe benefits

COMMENTS

Sophie Bellon has the use of a Company car.


Sophie Bellon is not eligible for any of the following types of compensation or benefits: directors’ compensation, variable compensation, multi-year variable compensation, exceptional compensation, long-term compensation, termination benefit or the supplemental pension plan.

Compensation and benefits paid during or awarded for Fiscal 2020 to Denis Machuel, Chief Executive Officer

TYPE OF COMPENSATION OR BENEFITSAMOUNTS PAID DURING FISCAL 2020AMOUNTS AWARDED FOR FISCAL 2020 OR ACCOUNTING VALUECOMMENTS
Fixed compensation

Fixed compensation

AMOUNTS PAID DURING FISCAL 2020

€675,000

Fixed compensation

AMOUNTS AWARDED FOR FISCAL 2020 OR ACCOUNTING VALUE

€675,000

Fixed compensation

COMMENTS

Pre-tax gross amount due for the fiscal year.

Given the unprecedented sanitary crisis caused by the Covid-19 pandemic and its resulting social and economic impacts, the Board of Directors decided to reduce his fixed salary by 50% for the second half of Fiscal 2020. This decision received the fully support of Denis Machuel, and allowed him to express his solidarity with the Group’s employees. The amounts not paid for the fixed compensation financed the creation of the Sodexo Employee Relief Program in April 2020 to help address some of the social and economic consequences of the Covid-19 pandemic.

Variable compensation

Variable compensation

AMOUNTS PAID DURING FISCAL 2020

€892,800

Variable compensation

AMOUNTS AWARDED FOR FISCAL 2020 OR ACCOUNTING VALUE

€0

Variable compensation

COMMENTS

Given the unprecedented sanitary crisis caused by the Covid-19 pandemic and its resulting social and economic impacts, the Board of Directors decided to suppress his variable compensation for Fiscal 2020. This decision received the fully support of Denis Machuel, and allowed him to express his solidarity with the Group’s employees. The amounts not paid for the variable compensation financed the creation of the Sodexo Employee Relief Program in April 2020 to help address some of the social and economic consequences of the Covid-19 pandemic.

However, he received 892,800 euro in variable compensation awarded for Fiscal 2019 and paid during Fiscal 2020 following the adoption of the ninth resolution of the January 21, 2020 Combined Annual Shareholders Meeting.

Stock options and performance shares

Stock options and performance shares

AMOUNTS PAID DURING FISCAL 2020

N/A

Stock options and performance shares

AMOUNTS AWARDED FOR FISCAL 2020 OR ACCOUNTING VALUE

N/A

Stock options and performance shares

COMMENTS

Due to the decision taken by the Board of Directors on November 6, 2019 to reduce in 2019 the vesting period from four to three years, no performance shares were granted to Denis Machuel during Fiscal 2020.

The Group no longer grants stock options.

Non-compete indemnity

Non-compete indemnity

AMOUNTS PAID DURING FISCAL 2020

No amounts paid

Non-compete indemnity

AMOUNTS AWARDED FOR FISCAL 2020 OR ACCOUNTING VALUE

No amounts awarded

Non-compete indemnity

COMMENTS

In the event of the termination of Denis Machuel’s duties as Chief Executive Officer, he is subject to a non-compete obligation. This commitment from the Company, approved at the Annual Shareholders Meeting on January 22, 2019, is no longer treated as related-party commitment following the repeal of article L. 225-42-1 of the French Commercial Code . The related conditions and financial consideration are set out in section 5.5.1.4.