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 a removal from office.
As stated above, the Chairwoman and CEO 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.
The directors’ annual compensation package for Fiscal 2024 was set at 1.3 million euros during the Annual Shareholders Meeting of December 15, 2023. This package will remain valid for Fiscal 2025 and until the adoption of a new resolution by the Annual Shareholders Meeting.
In respect of Fiscal 2024, 78% of the package has been used.
This package covers the amount of additional compensation linked to the introduction of a Sustainability Committee from the start of Fiscal 2025.
The procedures for allocating directors’ fixed and variable compensation have been decided by the Board of Directors for Fiscal 2025 and are unchanged since Fiscal 2022. However, these procedures may be revised 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 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 amount is increased by 30,000 euros for the Lead Director. Members of the Audit Committee also receive 8,000 euros and members of the other 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 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.
Where appropriate, the Board of Directors may decide to compensate directors for attendance at any Board meetings held in addition to those initially scheduled, within the limits of the overall budget.
A travel allowance of 1,500 euros is paid to directors traveling from the United States for every Board meeting they effectively attend.
| (in euros) | ANNUAL FIXED COMPENSATION | ADDITIONAL ANNUAL FIXED COMPENSATION FOR THE LEAD DIRECTOR | ADDITIONAL ANNUAL FIXED COMPENSATION FOR CHAIRING A COMMITTEE | VARIABLE COMPENSATION PER MEETING ATTENDANCE |
|---|---|---|---|---|
| Board of Directors | Board of Directors ANNUAL FIXED COMPENSATION20,000 |
Board of Directors ADDITIONAL ANNUAL FIXED COMPENSATION FOR THE LEAD DIRECTOR30,000 |
Board of Directors ADDITIONAL ANNUAL FIXED COMPENSATION FOR CHAIRING A COMMITTEEnot-included |
Board of Directors VARIABLE COMPENSATION PER MEETING ATTENDANCE4,500 |
| Audit Committee | Audit Committee ANNUAL FIXED COMPENSATION8,000 |
Audit Committee ADDITIONAL ANNUAL FIXED COMPENSATION FOR THE LEAD DIRECTORnot-included |
Audit Committee ADDITIONAL ANNUAL FIXED COMPENSATION FOR CHAIRING A COMMITTEE25,000 |
Audit Committee VARIABLE COMPENSATION PER MEETING ATTENDANCE3,500 |
| Nominating Committee | Nominating Committee ANNUAL FIXED COMPENSATION6,000 |
Nominating Committee ADDITIONAL ANNUAL FIXED COMPENSATION FOR THE LEAD DIRECTORnot-included |
Nominating Committee ADDITIONAL ANNUAL FIXED COMPENSATION FOR CHAIRING A COMMITTEE22,500 |
Nominating Committee VARIABLE COMPENSATION PER MEETING ATTENDANCE3,000 |
| Sustainability Committee | Sustainability Committee ANNUAL FIXED COMPENSATION6,000 |
Sustainability Committee ADDITIONAL ANNUAL FIXED COMPENSATION FOR THE LEAD DIRECTORnot-included |
Sustainability Committee ADDITIONAL ANNUAL FIXED COMPENSATION FOR CHAIRING A COMMITTEE22,500 |
Sustainability Committee VARIABLE COMPENSATION PER MEETING ATTENDANCE3,000 |
| Compensation Committee | Compensation Committee ANNUAL FIXED COMPENSATION6,000 |
Compensation Committee ADDITIONAL ANNUAL FIXED COMPENSATION FOR THE LEAD DIRECTORnot-included |
Compensation Committee ADDITIONAL ANNUAL FIXED COMPENSATION FOR CHAIRING A COMMITTEE22,500 |
Compensation Committee VARIABLE COMPENSATION PER MEETING ATTENDANCE3,000 |
The following tables show a breakdown of the various components of Sophie Bellon’s compensation.
The components of the compensation for the role of Chairwoman and CEO were established in line with the compensation policy for the Chief Executive Officer approved by the shareholders at the Combined Annual Shareholders Meeting of December 15, 2023 (fourteenth resolution). This policy provides for fixed, variable and long-term compensation, a supplemental pension plan, collective health and benefit plans as well as benefits in kind. It does not include any multi-year variable compensation, exceptional compensation or any other post-term benefit.
