With regard to the increase in Sophie Bellon’s target and maximum variable compensation for Fiscal 2024, approved at the Annual Shareholders Meeting of December 15, 2023, the following details were provided:
the 2024 financial year marked the renewal of Sophie Bellon's term of office. On this occasion1, the Board of Directors wished to recognize her performance as Chief Executive Officer, as well as her strategic ability to transform the Group. Amid preparations for the spin-off of its Benefits & Reward Services business (Pluxee) and anticipating a reduction in its market capitalization, the decision was made not to revise her fixed salary, although it has not changed since 2018, but to strengthen the performance-based compensation component by increasing her target and maximum bonus levels.
Taking note of the 82.5% vote in favor of the Chief Executive Officer’s compensation policy for Fiscal 2024 at the last Annual Shareholders Meeting, the Board of Directors took into account the comments made by shareholders and stakeholders when determining the Chief Executive Officer's compensation policy for Fiscal 2025.
The Board of Directors, on the recommendation of the Compensation Committee, has decided to provide further explanations on the following points:
- revision of the comparison panels used to determine the compensation of the Chief Executive Officer;
- ex-ante and ex-post disclosure of non-financial targets for annual and long-term variable compensation;
- clarification of financial targets and trigger thresholds, without however disclosing the expected levels for business confidentiality reasons.
Lastly, the policy now specifies that clauses granting waivers and discretionary options are capped at the maximum amount of the Chief Executive Officer’s compensation, as defined in the policy.
7.4.1.3 Fiscal 2025 compensation policy for the Chief Executive Officer
As a reminder, the fixed compensation of the Chief Executive Officer is awarded as payment for the duties and responsibilities inherent to such a position.
The following factors are considered in its calculation:
- the level and complexity of the roles and responsibilities attributed to the Chief Executive Officer, who has the broadest powers to act on behalf of the Company in all circumstances and to represent the Company in its dealings with third parties;
- the experience and competencies, expertise and career path of the position holder;
- the positioning of compensation compared with that of chief executive officers in comparable companies.
Structure of the compensation
The Chief Executive Officer’s compensation includes annual fixed and variable compensation, and long-term compensation. He/She also receives other benefits, such as a supplemental pension plan, collective health and benefit plans, a termination benefit and/or a non-compete indemnity, as well as benefits in kind.
The aim of the compensation policy for the Chief Executive Officer is to achieve a balance between short- and long-term performance in order to promote the Group’s development for the benefit of all its stakeholders, in line with a sound risk management strategy.
To this end, and with a view to protecting stakeholders’ interests, the Company strives to ensure consistency between the Chief Executive Officer’s compensation package and Sodexo’s performance.
It is also specified that the Chairwoman and CEO does not receive compensation for her office as a director of Sodexo S.A.
STRUCTURE OF THE CHIEF EXECUTIVE OFFICER’S COMPENSATION
COMPENSATION STRUCTURE AT TARGET
This diagram shows the structure of the chief executive officer’s compensation.
- 77% subject to performance conditions.
- 50% Compensation structure at maximum.
- Fixed: 23%.
- 27% target annual variable
COMPENSATION STRUCTURE AT MAXIMUM
This diagram Target annual variable:
- 83% subject to performance conditions.
- Maximum Long-term compensation: 55%.
- Fixed: 17%.
- Maximum annual variable: 28%.
The weights of target and maximum levels for each component are detailed item by item in the paragraphs below.
(1) In accordance with the recommendation of the AFEP-MEDEF Code to review compensation “only at relatively long intervals”, the renewal of an executive director's term of office is considered to be one of the appropriate events for reviewing their compensation.