75%independent directors*
94%attendance rate
8meetings
* Excluding directors representing employees.
The Compensation Committee is responsible for making proposals to the Board of Directors relating to the compensation policy for the Company’s Corporate Officers, and recommendations about the components of compensation paid during or awarded for the previous fiscal year to Corporate Officers.
This Committee and the Sustainability Committee keep each other regularly informed of their respective work on compensation components linked to sustainability issues, and how these are taken into account in the Company’s compensation policies.
It also examines the compensation policy proposed by the Chief Executive Officer for the key executives of the Company and the Group, notably the members of the Sodexo Leadership Team (including long-term compensation plans).
The Compensation Committee validates the Group’s general policies relating to compensation, including long-term compensation (restricted share plans), and post-employment benefit obligations undertaken by the Company (termination benefits, non-compete agreement, supplemental pension plan, etc.).
The principles and rules applied by the Board of Directors in determining the compensation and benefits in kind provided to the Corporate Officers and members of the Sodexo Leadership Team are described in section 7.4 of this Universal Registration Document.
The Chairwoman and CEO is associated to the works of the Compensation Committee regarding the compensation policy of the Sodexo Leadership Team members.
In connection with its work, the Compensation Committee may use external specialists.
The Compensation Committee met eight times in Fiscal 2024 and the attendance rate was 94%.
The work carried out during the year included:
- reviewing the compensation of the Chairwoman and CEO, in particular by studying benchmarks;
- reviewing the development of sustainability criteria;
- reviewing the compensation of the Lead Independent Director;
- reviewing the Compensation Committee’s charter;
- reviewing the compensation packages of the Corporate Officers (ex post and ex ante say-on-pay votes), including the pay equity ratio;
- reviewing compensation policies for members of the Sodexo Leadership Team;
- reviewing the maximum authorized amount for directors’ compensation, the compensation policy for directors;
- reviewing the resolutions under its remit submitted to the Annual Shareholders Meeting;
- reviewing the relevant sections of the Corporate Governance Report published in the Fiscal 2023 Universal Registration Document;
- reviewing the Group’s restricted and performance share plans;
- reviewing the vesting of the Group’s 2021 restricted and performance share plans;
- the proposed adjustment to the number of restricted and performance shares and the performance conditions of the unvested restricted share and performance share plans as a result of the proposed Pluxee spin-off;
- reviewing workplace gender equality;
- reviewing the compensation components of the proposed Pluxee spin-off;
- regulatory developments;
- more generally, making recommendations to the Board of Directors on Corporate Officers’ compensation and the Group’s long-term incentive plans.
DIRECTORS’ ATTENDANCE RATES AT BOARD AND COMMITTEE MEETINGS DURING FISCAL 2024
| BOARD | AUDIT COMMITTEE | COMPENSATION COMMITTEE | NOMINATING COMMITTEE | |
|---|---|---|---|---|
| Number of meetings | Number of meetingsBOARD 13 |
Number of meetingsAUDIT COMMITTEE 6 |
Number of meetingsCOMPENSATION COMMITTEE 8 |
Number of meetingsNOMINATING COMMITTEE 6 |
| Sophie Bellon | Sophie BellonBOARD 100% |
Sophie BellonAUDIT COMMITTEEnot included | Sophie BellonCOMPENSATION COMMITTEEnot included | Sophie BellonNOMINATING COMMITTEEnot included |
| François-Xavier Bellon(1) | François-Xavier Bellon(1)BOARD 100% |
François-Xavier Bellon(1)AUDIT COMMITTEE 100% |
François-Xavier Bellon(1)COMPENSATION COMMITTEE 75% |
François-Xavier Bellon(1)NOMINATING COMMITTEE 100% |
| Nathalie Bellon-Szabo | Nathalie Bellon-SzaboBOARD 100% |
Nathalie Bellon-SzaboAUDIT COMMITTEEnot included | Nathalie Bellon-SzaboCOMPENSATION COMMITTEEnot included | Nathalie Bellon-SzaboNOMINATING COMMITTEE 100% |
| Philippe Besson | Philippe BessonBOARD 100% |
Philippe BessonAUDIT COMMITTEEnot included | Philippe BessonCOMPENSATION COMMITTEE 100% |
Philippe BessonNOMINATING COMMITTEEnot included |
| Françoise Brougher(2) | Françoise Brougher(2)BOARD 100% |
Françoise Brougher(2)AUDIT COMMITTEEnot included | Françoise Brougher(2)COMPENSATION COMMITTEE 100% |
Françoise Brougher(2)NOMINATING COMMITTEE 100% |
| Jean-Baptiste Chasseloup de Chatillon(1) | Jean-Baptiste Chasseloup de Chatillon(1) BOARD 92% |
Jean-Baptiste Chasseloup de Chatillon(1) AUDIT COMMITTEE 100% |
Jean-Baptiste Chasseloup de Chatillon(1) COMPENSATION COMMITTEE 100% |
Jean-Baptiste Chasseloup de Chatillon(1) NOMINATING COMMITTEEnot included |
| Federico J. González Tejera | Federico J. González TejeraBOARD 100% |
Federico J. González TejeraAUDIT COMMITTEEnot included | Federico J. González TejeraCOMPENSATION COMMITTEE 88% |
Federico J. González TejeraNOMINATING COMMITTEEnot included |
| Véronique Laury | Véronique LauryBOARD 85% |
Véronique LauryAUDIT COMMITTEE 100% |
Véronique LauryCOMPENSATION COMMITTEEnot included | Véronique LauryNOMINATING COMMITTEEnot included |
| Cathy Martin | Cathy MartinBOARD 100% |
Cathy MartinAUDIT COMMITTEE 100% |
Cathy MartinCOMPENSATION COMMITTEEnot included | Cathy MartinNOMINATING COMMITTEEnot included |
| Luc Messier | Luc MessierBOARD 100% |
Luc MessierAUDIT COMMITTEE 100% |
Luc MessierCOMPENSATION COMMITTEEnot included | Luc MessierNOMINATING COMMITTEE 100% |
| Gilles Pélisson(3) | Gilles Pélisson(3)BOARD 80% |
Gilles Pélisson(3)AUDIT COMMITTEEnot included | Gilles Pélisson(3)COMPENSATION COMMITTEEnot included | Gilles Pélisson(3)NOMINATING COMMITTEE 100% |
| Cécile Tandeau de Marsac | Cécile Tandeau de MarsacBOARD 100% |
Cécile Tandeau de MarsacAUDIT COMMITTEEnot included | Cécile Tandeau de MarsacCOMPENSATION COMMITTEE 100% |
Cécile Tandeau de MarsacNOMINATING COMMITTEE 100% |
| Patrice de Talhouët | Patrice de TalhouëtBOARD 100% |
Patrice de TalhouëtAUDIT COMMITTEEnot included | Patrice de TalhouëtCOMPENSATION COMMITTEEnot included | Patrice de TalhouëtNOMINATING COMMITTEEnot included |
| Average rate | Average rateBOARD 97% |
Average rateAUDIT COMMITTEE 100% |
Average rateCOMPENSATION COMMITTEE 94% |
Average rateNOMINATING COMMITTEE 100% |
(1) Member of the Compensation Committee since December 15, 2023.
(2) Director until December 15, 2023.
(3) Director and Chairman of the Nominating Committee since December 15, 2023.