Universal Registration Document - Fiscal 2024

Introduction

TABLE 3, BASED ON THE AFEP-MEDEF CODE TEMPLATE AND AMF RECOMMENDATION 2021-02
not-included FISCAL 2024 FISCAL 2023

DIRECTORS

(in euros)

not-included AMOUNT AWARDED AMOUNT PAID AMOUNT AWARDED AMOUNT PAID
Sophie Bellon(1) Directors’ compensation N/A N/A N/A N/A
Other compensation 3,537,859 2,077,486 3,861,852 1,698,391
François-Xavier Bellon(2) Directors’ compensation 108,262 108,262 98,000 98,000
Bellon SA compensation 450,020 450,020 450,018 450,018
Nathalie Bellon-Szabo(3) Directors’ compensation 72,500 72,500 72,500 72,500
Other compensation 1,688,054 1,104,244 1,695,393 995,426
Philippe Besson(4) Directors’ compensation 75,500 75,500 75,500 75,500
Françoise Brougher(5) Directors’ compensation 42,268 42,268 107,000 107,000
Jean-Baptiste Chasseloup de Chatillon Directors’ compensation 110,762 110,762 91,000 91,000
Federico J. González Tejera Directors’ compensation 72,500 72,500 60,208 60,208
Véronique Laury Directors’ compensation 77,000 77,000 77,000 77,000
Cathy Martin(4) Directors’ compensation 77,000 77,000 64,500 64,500
Luc Messier Directors’ compensation 137,000 137,000 129,111 129,111
Gilles Pélisson(6) Directors’ compensation 61,454 61,454 N/A N/A
Patrice de Talhouët(7) Directors’ compensation 51,500 51,500 27,527 27,527
Bellon SA compensation 641,815 641,815 340,965 340,965
Cécile Tandeau de Marsac Directors’ compensation 125,516 125,516 141,500 141,500

(1) Sophie Bellon, in her capacity as Chairwoman and CEO 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 (210,020 euros for Fiscal 2024 and 210,018 euros for Fiscal 2023).

(2) François-Xavier Bellon received other compensation during the fiscal year for his duties as a Chairman of Bellon SA’s Management Board (450,020 euros for Fiscal 2024 and 450,018 euros for Fiscal 2023).

(3) 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 2024 and 210,010 euros for Fiscal 2023) as well as for her duties as Chief Executive Officer of Sodexo Live! (for Fiscal 2024, 1,478,054 euros and performance shares with a grant date value equivalent to 699,941 euros and, for Fiscal 2023, 785,426 euros and 699,967 euros respectively).

(4) 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 (i.e., 25,714 euros paid to Philippe Besson and 49,786 euros paid to his trade union).

(5) Françoise Brougher’s term expired on December 15, 2023.

(6) Gilles Pélisson was appointed as a new director at the Combined Annual Shareholders Meeting of December 15, 2023.

(7) Patrice de Talhouët received other compensation during the fiscal year for his duties as Chief Executive Officer of Bellon SA (641,815 euros for Fiscal 2024 and 340,965 euros on a pro rata temporis basis for Fiscal 2023).

7.4.3 Compensation policy for the Sodexo Leadership Team

The compensation policy applicable to members of the Sodexo Leadership Team is reviewed each year by the Compensation Committee and the Board of Directors. It is fully aligned with that of the Chief Executive Officer.

The compensation of Sodexo Leadership Team members is made up of the following:

  • a fixed salary;
  • annual variable compensation
    • the annual variable compensation represents between 60% and 90% of the fixed salary,
    • the bonus is calculated and paid following the close of the fiscal year to which it applies and after the Board of Directors has approved the financial statements;
  • a long-term incentive plan, consisting of restricted share grants. Shares are subject to continued presence and performance conditions.

The applicable performance conditions are equivalent to those set for the Chief Executive Officer and described in section 7.4.1.3. of this Universal Registration Document.

In addition to this compensation, Sodexo Leadership Team members may receive benefits in kind (primarily a car and a travel allowance) and pension plan contributions (under defined contribution and, where applicable, defined benefit plans).

Total compensation paid during Fiscal 2024 by the Group to members of the Sodexo Leadership Team in office as of August 31, 2024 (including the Chairwoman and CEO, details of whose compensation are provided in section 7.4.2.1 of this document), amounted to 14,714,360 euros.

This amount comprises:

  • a fixed portion of 7,223,509 euros;
  • a variable portion of 7,490,851 euros made up of the variable compensation paid during Fiscal 2024.