Since her appointment as Chairwoman and CEO, Sophie Bellon no longer sits on the Nominating Committee, but she remains involved in its work related to the selection and appointment of new directors, as well as the development and review of succession plans, including her own.
The Committee also regularly reviews director training programs and the onboarding process for new directors.
As part of its work, the Nominating Committee may consult external advisers.
During Fiscal 2025, the Nominating Committee met six times, with an attendance rate of 100%.
In addition to its core responsibilities, the Committee also:
- reviewed the resolutions within its remit submitted to the Annual Shareholders Meeting;
- reviewed the sections under its responsibility in the Corporate Governance Report included in the Fiscal 2025 Universal Registration Document;
- monitored changes in the organization of the Sodexo Leadership Team and reviewed succession plans for its members during several meetings;
- reviewed the succession plan for the Chairwoman and Chief Executive Officer during several meetings, which led to the decision to separate the roles of Chairman of the Board and Chief Executive Officer;
The recruitment of the Chief Executive Officer was the result of a collaborative process that involved the Chairwoman and CEO, the Nominating Committee, Bellon SA, and an external firm. The external firm used is different from the firm that supported Sodexo during the most recent external assessment of the work of the Board of Directors.
The process began several months ago. The Nominating Committee, together with the Chairwoman and CEO and the external firm, developed a job description, objectives, and a skills profile. Based on this, a list of internal and external candidates was drawn up. The candidates were then assessed. This iterative process required specific Nominating Committee meetings to be held in addition to its annual schedule.
Lastly, the Nominating Committee made a recommendation to the Board of Directors, which unanimously decided to appoint Thierry Delaporte as Chief Executive Officer and Sophie Bellon, non-executive Chairwoman of the Board of Directors.
- reviewed directors' reappointments as well as the appointment of new directors, including regular updates on the search for new profiles;
- reviewed the composition of the Committees;
- assessed the independence of directors, paying particular attention to potential business relationships;
- reviewed director training;
- analyzed regulatory developments;
- reviewed reports issued by the AMF and the HCGE;
- monitored meetings with stakeholders on governance matters;
- reviewed the Committee charter.
COMPENSATION COMMITTEE
| COMPOSITION AS OF AUGUST 31, 2025 | |
|---|---|
| Cécile Tandeau de Marsac | Cécile Tandeau de Marsac
Chair, independent director |
| François-Xavier Bellon | François-Xavier Bellon
Director |
| Olivier Marchand(1) | Olivier Marchand(1)
Director representing employees |
| Jean-Baptiste Chasseloup de Chatillon | Jean-Baptiste Chasseloup de Chatillon
Independent director |
| Federico J. González Tejera | Federico J. González Tejera
Independent director |
independent directors*
attendance rate
meetings
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 regarding the components of compensation paid during or awarded in respect of the previous fiscal year.
The Compensation 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 reviews the compensation policy proposed by executive management for the Group’s key executives, notably the members of the Sodexo Leadership Team, including long-term incentive plans.
In addition, the Committee validates the Group’s general compensation policies, including restricted share plans, and post-employment benefit obligations (termination benefits, non-compete clauses, supplemental pension plans, etc.).
The principles and rules applied by the Board of Directors to determine the compensation and benefits of Corporate Officers and members of the Sodexo Leadership Team are set out in section 7.3 of this Universal Registration Document.
The Chairwoman and CEO is involved in the Committee’s work relating to the compensation policy for members of the Sodexo Leadership Team.
The Committee may consult external advisers in the course of its duties.
During Fiscal 2025, the Compensation Committee met eight times, with an attendance rate of 98%.
It notably:
- reviewed the compensation of the Chairwoman and CEO, including through benchmark studies;
- reviewed changes in the performance criteria, particularly those related to sustainability;
- updated the Compensation Committee charter;
- reviewed matters relating to Corporate Officers’ compensation (ex post and ex ante say on pay votes), including the pay equity ratio;
- reviewed the compensation policy for members of the Sodexo Leadership Team;
- reviewed the compensation policy for directors;
- examined the resolutions under its remit submitted to shareholder vote;
- validated the relevant sections of the Corporate Governance Report included in the Universal Registration Document;
- reviewed the Group’s restricted and performance share plans;
- reviewed the vesting of the 2022 restricted and performance share plans;
- monitored the action plan on gender pay equality;
- reviewed comments on the resolutions presented at the Shareholders Meeting held on December 17, 2024;
- reviewed the outcome of the 2025 Shareholders Meeting campaign;
- monitored meetings held with stakeholders on compensation;
- reviewed regulatory developments; and more generally
- made recommendations to the Board of Directors on Corporate Officers’ compensation and executive incentive mechanisms.