The Board of Directors, on the recommendation of the Compensation Committee, would determine the level and structure of the compensation by adjusting them to the situation of the person(s) concerned.
If the Chief Executive Officer or the Deputy Chief Executive Officer were to become a member of the Company’s Board of Directors, they would not receive any directors’ compensation.
Pursuant to the recommendations of the AFEP-MEDEF Code, if a new Executive Corporate Officer were to be recruited from outside the Sodexo Group, the Board of Directors may decide to grant him or her an indemnity (in cash and/or shares) in order to compensate for any loss of previous compensation or benefits (excluding pension benefits).
This indemnity would be tailored so as to reflect the type, risk profile and the vesting horizon of the lost benefits.
In accordance with article L.22-10-8 of the French Commercial Code, the payment or implementation of any such compensation would be subject to shareholder approval.
The Board of Directors may be required to grant exceptional benefits on a temporary basis to allow the new Chief Executive Officer to move to the place of performance of his/her duties.
The Compensation Committee has studied the impacts of the spin-off on the compensation policy for the Chief Executive Officer and has defined the adjustments that will have to be implemented on the effective date thereof:
The compensation awarded to directors includes fixed and variable compensation components and a travel allowance for directors coming 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 the end of their directorship.
As stated above, the Chairwoman and Chief Executive Officer does not receive any directors’ compensation.
The compensation policy for Sodexo’s directors is intended to remunerate the work they perform at Board and Committee meetings, without however encouraging an excessive number of meetings.
Sodexo’s policy has always been to regularly review the overall envelope for directors’ compensation. It was increased by 20% in 2022.
The total compensation allocated annually to the directors of Sodexo is 1.2 million euros.
The amount paid for Fiscal 2023 was 83% of the maximum authorized.
For Fiscal 2024, in view of the upcoming changes in the number and composition of Board Committees and the appointment of new directors, the Board of Directors will submit to the Annual Shareholders Meeting of December 15, 2023 a proposal to increase the maximum amount authorized by 8% to 1.3 million euros.
The procedures for allocating directors’ fixed and variable compensation have been decided by the Board of Directors for Fiscal 2024 and are unchanged from Fiscal 2023. However, these procedures may be reviewed by the Board of Directors in the event of a change in the Board of Directors' composition or a change to take into account an increase in its workload or responsibilities.
The procedures for allocating the overall amount of compensation among the individual directors are set by the Board of Directors, based on the recommendation of the Compensation Committee.
Each director receives annual fixed compensation of 20,000 euros; this compensation is increased by 30,000 euros for the Lead Director. Members of the Audit Committee also receive 8,000 euros, and members of the Compensation and Nominating Committees receive 6,000 euros.
A further annual fixed amount of 22,500 euros is allocated to the Chair of each of the specialized Committees, with the exception of the Chair of the Audit Committee, who receives 25,000 euros.
The fixed portion of directors’ compensation is calculated proportionately to the time served on the Board by each director during a given fiscal year.
The directors’ variable compensation is 4,500 euros for attending each Board meeting, and 3,000 euros for attending each meeting of a specialized Committee of which they are a member, with the exception of the Audit Committee for which the amount is 3,500 euros.
This variable compensation is not, however, awarded for Board meetings that take place by way of written consultation in accordance with the conditions set in the applicable regulations, or for any ad hoc meetings.
A travel allowance of 1,500 euros per effective presence at a Board meeting will be paid to directors traveling from the United States.
