Board's activity during the year
During Fiscal 2025, the Board of Directors met 9 times, with an attendance rate of 99%. Its main activities focused on:
Group activities, strategy and financial management
- Systematic review of the Group's financial and non-financial performance.
- Regular updates on the implementation of CSRD reporting.
- Monitoring of the Group's strategy and performance.
- Review of risks and strategic opportunities and analysis of market developments and competitive environment.
- Authorization of M&A deals
Corporate governance
- Review of succession plans, including for the Chairwoman and CEO.
- Review of the composition of the Board.
- Engagement with shareholders, investors and proxy advisors.
- Evaluation of the functioning and organization of the Board of Directors.
Compensation and human resources policies
- Setting of the compensation of corporate officers for Fiscal 2024 and deliberation on the compensation policy for Fiscal 2025.
- Assessment of the performance target achievement rates for the 2022performance-based free share award plan delivered during Fiscal 2025.
A RESPONSIBLE COMPENSATION POLICY
The Board of Directors ensures that a responsible compensation policy is proposed for corporate officers, in line with market practices and consistent with the Company’s values, its interests, and those of its stakeholders. This policy is defined in accordance with the recommendations of the AFEP-MEDEF Code.
Its definition, both in terms of structure and level, is based on benchmarks conducted by independent consulting firms to ensure alignment with market practices in France and internationally. The peer groups used remain unchanged in 2025, after being revised in 2024 to reflect the Group’s profile following the spin-off of Pluxee.
As part of the governance evolution as of November 10, 2025, the Board of Directors, upon recommendation of the Compensation Committee, approved the compensation policies applicable to executive corporate officers for Fiscal 2026, which will be submitted to a binding shareholder vote at the Shareholders Meeting on December 16, 2025.
The compensation policy applicable to Thierry Delaporte, Chief Executive Officer, is consistent with the one adopted for Fiscal 2025:
- the compensation structure comprises three components: an annual fixed compensation rewarding the responsibilities of the corporate office, an annual variable compensation equal to 120% of the fixed compensation at targets, and a long-term compensation exclusively in the form of performance share grants, which may represent up to a maximum of 150% of the combined fixed and target annual variable compensation. In view of Thierry Delaporte’s profile, and subject to shareholder approval at the 2025 Shareholders Meeting, his annual fixed remuneration will be increased to 1,150,000 euros effective December 16, 2025;
- the variable compensation, which accounts for 77% and 83% of the target and maximum total compensation respectively, is structured to balance short-and long-term performance objectives, enhance executive motivation, and ensure sustainable alignment between the executive’s interests, those of shareholders, and the Company’s corporate interest;
- the Chief Executive Officer also benefits from a Company car, a supplementary pension plan open to the Group’s main senior executives, and collective insurance and healthcare plans under the same conditions as those applicable to employees of the Company.
In addition, the compensation policy applicable to Sophie Bellon, Chairwoman of the Board of Directors, consists of a fixed compensation of 675,000 euros, and access to collective insurance and healthcare plans. She does not receive any annual or multi-year variable compensation, nor does she benefit from any long-term incentive plans.
For more information on Sodexo's governance, see Chapter 7 of the Universal Registration Document.
