Following several months of strategic thinking on governance, the Board of Directors decided, at its meeting held on October 8, 2025 and on the recommendation of the Nominating Committee, to dissociate the roles of Chairman of the Board of Directors and Chief Executive Officer, which had been jointly held by Sophie Bellon since March 1, 2022.
This change is intended to strengthen Sodexo’s leadership as the Group enters a new phase of its development. During her four years as Chief Executive Officer, Sophie Bellon led major transformations: the spin-off of Pluxee, active portfolio management, organizational simplification, and investments in brands, technology, and data. In 2025, Sodexo is entering in a new stage, marked by commercial acceleration and operational excellence, both in France and internationally. In this context, the Board of Directors and Bellon SA deemed it necessary to adapt the governance structure and appoint the person best suited to lead this new chapter.
Following a rigorous selection process, the Board of Directors appointed Thierry Delaporte as Chief Executive Officer, while Sophie Bellon will retain her position as non-executive Chairwoman of the Board. These changes take effect on November 10, 2025.
Thierry Delaporte's profile is provided in section 7.1.7, paragraph "Changes in Sodexo’s Executive Management during Fiscal 2026".
The limitations of powers applicable to the Chief Executive Officer will remain in force until they are amended during the Board’s annual review of its Internal Rules, if applicable.
Notwithstanding the separation of the roles of Chairman of the Board and Chief Executive Officer, and in line with best governance practices in cases where the Chairman of the Board is a non-independent Director, the Board of Directors, on the recommendation of the Nominating Committee, decided to maintain the role of Lead Director and to appoint Gilles Pélisson to succeed Luc Messier in this role, effective November 10, 2025, the date on which the dissociation of the roles of Chairman of the Board of Directors and Chief Executive Officer takes effect.
This decision is based on his background as a former Chief Executive Officer of international French companies, his experience as an independent Lead Director for several years within a leading global consulting firm, and his cultural alignment with Sodexo’s specific characteristics.
Luc Messier will take over as Chairman of the Sustainability Committee.
Gilles Pélisson's profile is provided in section 7.1.4.1 of this Universal Registration Document.
In accordance with the law and the AFEP-MEDEF Code, this chapter 7, which covers Fiscal 2025, aims to provide an accurate overview of Sodexo’s governance as of August 31, 2025. However, the necessary updates to reflect the changes referred to above have been made and are clearly identified.
