The compensation policy applicable to members of the Executive Committee is reviewed each year by the Compensation Committee and the Board of Directors. It is fully aligned with that of the Chief Executive Officer.
The compensation of Executive Committee members is made up of the following:
The annual variable compensation represents between 55% and 90% of the fixed salary.
The bonus is calculated and paid following the close of the fiscal year to which it applies and after the Board of Directors has approved the financial statements;
a long-term incentive plan, consisting of restricted share grants. Shares are subject to continued presence and performance conditions.
The applicable performance conditions are equivalent to those set for the Chief Executive Officer and described in section 6.5.1.3. of this Universal Registration Document.
In addition to this compensation, Executive Committee members may receive benefits in kind (primarily a car and a travel allowance) and pension plan contributions (under defined contribution and, where applicable, defined benefit plans).
Total compensation paid during Fiscal 2022 by the Group to members of the Executive Committee in office as of August 31, 2022 (including the Chairwoman and Chief Executive Officer, details of whose compensation are provided in section 6.5.2.1 of this document), amounted to 11,035,908 euros.
This amount comprises:
Sodexo's long-term incentive policy has two objectives:
Since Fiscal 2013, long-term incentive plans have consisted exclusively of restricted share plans.
In the 20th resolution adopted at the Combined Annual Shareholders Meeting on December 14, 2021, the Company’s shareholders renewed the authorization given to the Board of Directors to grant, on one or more occasions, existing and/or newly issued restricted shares of the Company to employees and Corporate Officers of the Group.
The terms and conditions of the restricted share plans (including the related continued presence and performance conditions) and the list of beneficiaries are determined by the Board of Directors based on recommendations issued by the Compensation Committee.
As from the 2021 plans, the terms and conditions of the restricted share plans granted within the Group are as follows:
The restricted share grants have no dilutive impact for shareholders as the shares concerned are treasury shares held by the Company.
During Fiscal 2022, the vesting periods of the restricted share plans set up by the Board of Directors on September 14, 2017 and April 27, 2018 ended on September 14, 2021 and April 27, 2022, respectively.
The plan granted on September 14, 2017 included the following two performance conditions:
These performance conditions were not met, as Sodexo’s TSR decreased by 17.7% versus an increase of 29.6% for the CAC 40 GR index, and average annual growth in operating profit was a negative 10.95%.
As a result, on September 14, 2021, 5,700 shares only subject to presence condition have vested under the plan granted on September 14, 2017.
The plan granted on April 27, 2018 included the following three performance conditions:
With an average growth in operating profit of -9.9%, the growth condition was not met. Neither was the relative performance condition for Sodexo’s TSR to outperform the CAC 40 GR index, as it came in lower than the bottom quartile. The condition for Sodexo’s TSR to outperform its industry peer group was partially met with a result of 27%. The diversity performance condition was achieved, with women occupying more than 40% of the roles at the highest level of the Company.
As a result, on April 27, 2022, 434,672 shares had vested under the plan granted on April 27, 2018.