1. Integrated Report
A responsible compensation policyA responsible compensation policy
In the interest of Sodexo and its stakeholders, and in accordance with our values, the Board of Directors ensures that the Company offers a responsible compensation policy to deliver performance and achieve Sodexo’s long-term strategy.
CÉCILE TANDEAU DE MARSAC,
Chairwoman of the Compensation Committee
Our compensation policy, balancing individual and collective recognition and long and short-term priorities, seeks to strengthen our culture of performance. In a context of rebound in activity, our objective is to attract, motivate, retain and engage Sodexo’s talents and strenghten our culture of performance.
PRINCIPLES FOR COMPENSATION
- COMPLIANCE
- COMPETITIVENESS
- COMPLETENESS
- BALANCE
- PERFORMANCE
- TRANSPARENCY
- ALIGNMENT OF INTEREST
HIGHLIGHTS OF FISCAL 2021
Annual variable compensation adapted to the exceptional situation
- Financial performance objectives were assessed every six months. The possibility of compensation for exceptional performance was excluded for this fiscal year. The return to an annual performance assessment cycle is expected for Fiscal 2022.
- For the Chief Executive Officer, non-financial performance objectives assessed over the full fiscal year, to ensure an annual perspective.
November 2020 performance shares grant
- For the first time, a performance condition designed to measure Sodexo’s progress in reducing the carbon impact applies to all Group share plan beneficiaries. In line with past years, the plan also includes a performance condition set to encourage the promotion of women to the highest levels of the Group’s management .
- The vesting period for performance shares has been reduced from 48 to 38 months. In order to maintain the annual rhythm of shares delivery, and an equal cost to the Company, no performance shares were granted in Fiscal 2020.
- The next performance shares award is scheduled for early 2022, with a vesting period of 36 months. The carbon impact performance condition will also apply.
Announcement of a transition governance
- Denis Machuel’s term of office as Chief Executive Officer was terminated on September 30, 2021. Pursuant to the remuneration policy, the Board of Directors decided to enforce the non-compete covenant with enhanced provisions, in order to protect Sodexo’s interests.
- Transition governance was announced, with the appointment of Sophie Bellon, Chairwoman of the Board of Directors, as interim CEO of the Group. Supplementary compensation has been proposed for this transition period.
Note: The executive supplementary pension plan approved by the shareholders at the Fiscal 2019 Annual Shareholders Meeting will be implemented during Fiscal 2022, theregulatory conditions having been detailed at the end of 2020.
COMPENSATION OF THE EXECUTIVE CORPORATE OFFICERS
Compensation of the Chairwoman of the Board of Directors
The compensation structure applicable to the Chairwoman of the Board of Directors comprises a fixed compensation payment and collective health and benefit plans.
As the Chairwoman is a non-executive director, in line with market practices in France, she does not receive any variable compensation, either annual or multi-year. She does not benefit from a long-term incentive plan.
For Fiscal 2021, the compensation paid to Sophie Bellon, Chairwoman of the Board of Directors, was 675,000 euro, equivalent to her theoretical annual fixed compensation.
As of October 1, 2021, the Chairwoman also acts as interim Chief Executive Officer. As such, Sophie Bellon will receive additional fixed compensation for the duration of the interim period, bringing her theoretical total annual fixed compensation to 900,000 euro. The structure of the Chairwoman's compensation will remain unchanged during the interim period, with no variable remuneration or performance share award.