The total annual amount of compensation available for payment to the directors of Sodexo was set at 1,200,000 euros at the Combined Annual Shareholders Meeting of December 19, 2022 (twelfth resolution). The total amount actually paid to all directors (other than to the Chairwoman of the Board) during Fiscal 2023 was 994,513 euros (compared to 928,692 euros during Fiscal 2022), representing 83% 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 2023:
| (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 the end of their directorship.
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 2023 and Fiscal 2022 (both fixed and variable), calculated based on their attendance at Board and Committee meetings as indicated above, was as follows:
| DIRECTORS | FISCAL 2023 | FISCAL 2022 | |||
|---|---|---|---|---|---|
| AMOUNT AWARDED | AMOUNT PAID | AMOUNT AWARDED | AMOUNT PAID | ||
| Sophie Bellon(1) | Directors’ compensation | N/A | N/A | N/A | N/A |
| Other compensation | 3,861,849 | 1,698,391 | 1,679,667 | 1,092,417 | |
| Emmanuel Babeau(2) | Directors’ compensation | N/A | N/A | 29,500 | 29,500 |
| François-Xavier Bellon(3) | Directors’ compensation | 98,000 | 98,000 | 81,516 | 81,516 |
| Bellon SA compensation | 450,018 | 450,018 | 450,015 | 450,015 | |
| Nathalie Bellon-Szabo(4) | Directors’ compensation | 72,500 | 72,500 | 68,000 | 68,000 |
| Other compensation | 1,695,393 | 995,426 | 597,510 | 597,510 | |
| Philippe Besson(5) | Directors’ compensation | 75,500 | 75,500 | 71,000 | 71,000 |
| Françoise Brougher | Directors’ compensation | 107,000 | 107,000 | 101,000 | 101,000 |
| Jean-Baptiste Chasseloup de Chatillon | Directors’ compensation | 91,000 | 91,000 | 39,500 | 39,500 |
| Federico J. González Tejera | Directors’ compensation | 60,208 | 60,208 | 47,000 | 47,000 |
| Véronique Laury | Directors’ compensation | 77,000 | 77,000 | 76,000 | 76,000 |
| Cathy Martin(5) | Directors’ compensation | 64,500 | 64,500 | 68,000 | 68,000 |
| Luc Messier | Directors’ compensation | 129,111 | 129,111 | 85,176 | 85,176 |
| Sophie Stabile(6) | Directors’ compensation | 50,667 | 50,667 | 125,000 | 125,000 |
| Patrice de Talhouët(7) | Directors’ compensation | 27,527 | 27,527 | N/A | N/A |
| Bellon SA compensation | 340,965 | 340,965 | N/A | N/A | |
| Cécile Tandeau de Marsac | Directors’ compensation | 141,500 | 141,500 | 137,000 | 137,000 |
(1) Sophie Bellon, in her capacity as Chairwoman and Chief Executive Officer of the Sodexo Group, received the compensation described in Section 7.4.2.1 above). She received other compensation during the fiscal year for her duties as a member of Bellon SA's Management Board (210,018 euros for Fiscal 2023 and 210,015 euros for Fiscal 2022).
(2) Emmanuel Babeau’s term expired on December 14, 2021.
(3) François-Xavier Bellon received other compensation during the fiscal year for his duties as a Chairman of Bellon SA’s Management Board (450,018 euros for Fiscal 2023 and 450,015 euros for Fiscal 2022).
(4) Nathalie Bellon-Szabo received other compensation during the fiscal year for her duties as a member of Bellon SA’s Management Board (210,000 euros for Fiscal 2023 and 210,000 euros for Fiscal 2022) as well as for her duties as Chief Executive Officer of Sodexo Live! (for Fiscal 2023, 785,426 euros and performance shares with a grant date value equivalent to 699,967 euros and, for Fiscal 2022, 387,510 euros).
(5) Philippe Besson and Cathy Martin are directors representing employees. The salaries they receive under their employment contract are not disclosed for confidentiality reasons. At Philippe Besson's request, part of the compensation due to him for his role as director representing employees is paid to the trade union that appointed him (25,714 euros paid to Philippe Besson and 49,786 euros paid to his trade union during Fiscal 2022).
(6) Sophie Stabile’s term expired on December 19, 2022.
(7) Patrice de Talhouët was appointed as new director at the Combined Annual Shareholders Meeting of December 19, 2022. He received other compensation during Fiscal 2023 for his duties as Chief Executive Officer of Bellon SA (340,965 euros on a pro rata temporis basis for Fiscal 2023).
