The total annual amount of compensation available for payment to the directors of Sodexo was set at 1,000,000 euros at the Combined Annual Shareholders Meeting of December 14, 2021 (tenth resolution). The total amount actually paid to all directors (other than to the Chairwoman of the Board) during Fiscal 2022 was 928,692 euros (compared to 783,350 euros during Fiscal 2021), representing 93% of the total budget approved at the Annual Shareholders Meeting.
These amounts were calculated and paid in accordance with the Board of Directors’ Internal Rules, based on the following criteria established for Fiscal 2022:
| (in euros) | ANNUAL FIXED COMPENSATION | ADDITIONAL ANNUAL FIXED COMPENSATION FOR THE LEAD DIRECTOR | ADDITIONAL ANNUAL FIXED COMPENSATION FOR CHAIRING A COMMITTEE | VARIABLE COMPENSATION PER ATTENDANCE AT EACH MEETING |
|---|---|---|---|---|
| Board of Directors |
Board of Directors ANNUAL FIXED COMPENSATION 20,000 |
Board of Directors ADDITIONAL ANNUAL FIXED COMPENSATION FOR THE LEAD DIRECTOR 30,000 |
Board of Directors ADDITIONAL ANNUAL FIXED COMPENSATION FOR CHAIRING A COMMITTEE
|
Board of Directors VARIABLE COMPENSATION PER ATTENDANCE AT EACH MEETING 4,500 |
| Audit Committee |
Audit Committee ANNUAL FIXED COMPENSATION 8,000 |
Audit Committee ADDITIONAL ANNUAL FIXED COMPENSATION FOR THE LEAD DIRECTOR
|
Audit Committee ADDITIONAL ANNUAL FIXED COMPENSATION FOR CHAIRING A COMMITTEE 25,000 |
Audit Committee VARIABLE COMPENSATION PER ATTENDANCE AT EACH MEETING 3,500 |
| Nominating Committee |
Nominating Committee ANNUAL FIXED COMPENSATION 6,000 |
Nominating Committee ADDITIONAL ANNUAL FIXED COMPENSATION FOR THE LEAD DIRECTOR
|
Nominating Committee ADDITIONAL ANNUAL FIXED COMPENSATION FOR CHAIRING A COMMITTEE 22,500 |
Nominating Committee VARIABLE COMPENSATION PER ATTENDANCE AT EACH MEETING 3,000 |
| Compensation Committee |
Compensation Committee ANNUAL FIXED COMPENSATION 6,000 |
Compensation Committee ADDITIONAL ANNUAL FIXED COMPENSATION FOR THE LEAD DIRECTOR
|
Compensation Committee ADDITIONAL ANNUAL FIXED COMPENSATION FOR CHAIRING A COMMITTEE 22,500 |
Compensation Committee VARIABLE COMPENSATION PER ATTENDANCE AT EACH MEETING 3,000 |
A travel allowance of 1,500 euros per Board meeting attended was paid to directors travelling from the United States.
Directors are not eligible for any long-term compensation, supplemental pension plan or compensation or benefits that may result from any change in their duties, new duties, or a removal from office.
As stated above, the Chairwoman and Chief Executive Officer does not receive any directors’ compensation.
The two directors representing employees both hold an employment contract with the Group and therefore receive compensation that has no connection with their office as director. The amounts of their salaries are not disclosed for confidentiality reasons.
The compensation paid to the directors during Fiscal 2022 and Fiscal 2021 (both fixed and variable), calculated based on their attendance at Board and Committee meetings as indicated above, was as follows:
| FISCAL 2022 | FISCAL 2021 | ||||
|---|---|---|---|---|---|
| DIRECTORS (in euros) | AMOUNT AWARDED | AMOUNT PAID | AMOUNT AWARDED | AMOUNT PAID | |
| Emmanuel Babeau(1) | Directors’ compensation | 29,500 | 29,500 | 52,700 | 52,700 |
| François‑Xavier Bellon | Directors’ compensation | 81,516 | 81,516 | 61,500 | 61,500 |
| Bellon SA compensation | 450,015 | 450,015 | 400,000 | 400,000 | |
| Nathalie Bellon‑Szabo(2) | Directors’ compensation | 68,000 | 68,000 | 63,100 | 63,100 |
| Other compensation | 597,510 | 597,510 | 597,052 | 597,052 | |
| Philippe Besson(3) | Directors’ compensation | 71,000 | 71,000 | 59,100 | 59,100 |
| Françoise Brougher | Directors’ compensation | 101,000 | 101,000 | 77,850 | 77,850 |
| Jean-Baptiste Chasseloup de Chatillon(4) | Directors’ compensation | 39,500 | 39,500 | — | — |
| Federico J. Gonzalez Tejera | Directors’ compensation | 47,000 | 47,000 | 26,000 | 26,000 |
| Véronique Laury | Directors’ compensation | 76,000 | 76,000 | 55,200 | 55,200 |
| Cathy Martin(3) | Directors’ compensation | 68,000 | 68,000 | 65,500 | 65,500 |
| Luc Messier(5) | Directors’ compensation | 85,176 | 85,176 | 49,250 | 49,250 |
| Sophie Stabile | Directors’ compensation | 125,000 | 125,000 | 103,000 | 103,000 |
| Cécile Tandeau de Marsac | Directors’ compensation | 137,000 | 137,000 | 120,600 | 120,600 |
