Fiscal 2021 Universal Registration Document

6. Corporate governance

Performance shares granted to the Chief Executive Officer during Fiscal 2021

In accordance with the compensation policy approved by the shareholders at the Combined Annual Shareholders Meeting of January 12, 2021, the vesting period for shares granted under restricted share plans was reduced from four years to three years in order to align the vesting period with the periods used to measure the achievement of the applicable performance conditions and in keeping with market practices. The timing of when the plans are usually set up was also changed (i.e., during the first half of each fiscal year, after the publication of the financial statements for the previous fiscal year).

As a result, no shares were granted to the Chief Executive Officer in Fiscal 2020 in order to maintain a regular schedule for the vesting of shares.

TABLE 6, BASED ON THE AFEP-MEDEF CODE TEMPLATE AND AMF RECOMMENDATION 2009-16
  PLAN DATE NUMBER OF SHARES GRANTED DURING THE FISCAL YEAR VALUE OF SHARES * (in euro) VESTING DATE AVAILABILITY DATE PERFORMANCE CONDITION
Denis Machuel Denis MachuelPLAN DATE

25/11/2020

 Denis MachuelNUMBER OF SHARES GRANTED DURING THE FISCAL YEAR

28,000

 Denis MachuelVALUE OF SHARES *

(in euro)

1,681,288

 Denis MachuelVESTING DATE

25/01/2024

 Denis MachuelAVAILABILITY DATE

25/01/2024

 Denis MachuelPERFORMANCE CONDITION

100%

* Valuation based on the IFRS rules on the grant date.

The applicable performance conditions under this plan are as follows:

  • 20% of the shares are subject to a performance condition based on reaching a revenue target in Fiscal 2023;
  • 30% of the shares are subject to a performance condition based on reaching Group profit margin targets in Fiscal 2021, 2022 and 2023; 
  • 30% of the shares will be subject to a Total Shareholder Return (TSR) target measured over three years and compared with a panel of eight companies (Aramark, Compass, Edenred, Elior, G4S, ISS, Rentokil and Securitas), according to the same procedures applied to previous plans;
  • 10% of the shares are subject to a performance condition based on a diversity target geared towards encouraging the promotion of women to top management positions; 
  • 10% of the shares are subject to a performance condition based on an internal sustainable development scorecard for August 31, 2023, with a view to increasing purchases from SME providers, using renewable energy in Sodexo buildings, reducing food waste and increase the share of plant-base protein. 
Performance shares that became available during Fiscal 2021
TABLE 7, BASED ON THE AFEP-MEDEF CODE TEMPLATE AND AMF RECOMMENDATION 2009-16
PLAN NO. AND DATE NUMBER OF SHARES THAT BECAME AVAILABLE DURING FISCAL 2021
Plan dated April 20, 2017

Plan dated April 20, 2017

NUMBER OF SHARES THAT BECAME AVAILABLE DURING FISCAL 202

1

5,600

At its meeting on April 20, 2017, as part of the 2017 restricted share plan based on the authorization given at the Annual Shareholders Meeting of January 26, 2016, the Board of Directors decided to grant 14,000 restricted shares to Denis Machuel, who at the time was a member of Sodexo’s Executive Committee.

These shares were subject to a four-year vesting period expiring on April 20, 2021 and the following vesting conditions:

  • 40% of the shares granted were subject to a continued presence condition; and 
  • 60% of the shares (referred to as "performance shares") were subject to a continued presence condition and a performance condition.

The performance condition was as follows:

(i) the vesting of 50% of the performance shares was subject to the average growth in operating profit (before exceptional items and excluding currency effects) in line with the external objectives of Sodexo, of between +8% to +10% per year for Fiscal 2017, Fiscal 2018, Fiscal 2019 and Fiscal 2020, as follows:

GROWTH IN OPERATING PROFIT
(AVERAGE GROWTH PER YEAR FOR FISCAL 2017, FISCAL 2018 , FISCAL 2019AND FISCAL 2020)		 NUMBER* OF VESTED SHARES
(% OF THE INITIAL NUMBER OF SHARES SUBJECT TO THE CONDITION OF GROWTH IN OPERATING PROFIT)
Less than 8% per year

Less than 8% per year

NUMBER* OF VESTED SHARES

(% OF THE INITIAL NUMBER OF SHARES SUBJECT TO THE CONDITION OF GROWTH IN OPERATING PROFIT)

0%
Between 8% and 9% per year

Between 8% and 9% per year

NUMBER* OF VESTED SHARES

(% OF THE INITIAL NUMBER OF SHARES SUBJECT TO THE CONDITION OF GROWTH IN OPERATING PROFIT)

30%-60%
Between 9% and 10% per year

Between 9% and 10% per year

NUMBER* OF VESTED SHARES

(% OF THE INITIAL NUMBER OF SHARES SUBJECT TO THE CONDITION OF GROWTH IN OPERATING PROFIT)

60%-100%
10% or higher per year

10% or higher per year

NUMBER* OF VESTED SHARES

(% OF THE INITIAL NUMBER OF SHARES SUBJECT TO THE CONDITION OF GROWTH IN OPERATING PROFIT)

100%

* Roundown to the closest whole number.