The disclosure provided in this section complies with:
This section, prepared by the Board of Directors on the basis of the recommendations made by the Compensation Committee, describes:
The compensation policy for Corporate Officers (Chairman, Chief Executive Officer and members of the Board of Directors) sets out the principles and criteria for determining, allocating and awarding the fixed, variable and exceptional components of the total compensation and benefits payable for the duties performed under the terms of their corporate office.
This policy is reviewed annually by the Board of Directors, on the basis of recommendations made by the Compensation Committee. It is in Sodexo’s corporate interest, contributes to its long-term performance, and is fully in line with its strategy. Accordingly, the variable compensation of the Chief Executive Officer aligns his/her interests with those of shareholders and other stakeholders by incorporating performance objectives based on economic, financial, environmental and social indicators.
The principles and criteria will apply in Fiscal 2026 to all persons holding a Corporate Officer position within the Company.
The Compensation Committee comprises five directors, including one employee representative in accordance with the recommendations of the AFEP-MEDEF Code. The Committee may consult external advisors specializing in corporate officers' compensation and also considers feedback from institutional shareholders.
In accordance with article L.22-10-8 III of the French Commercial Code, the Board of Directors, on the recommendation of the Compensation Committee, may temporarily deviate from the compensation policy during the fiscal year until an amended policy is approved by the next Annual Shareholders Meeting, provided such deviation is in the Company’s corporate interest and necessary to ensure its sustainability or viability. Exceptional circumstances justifying such a deviation may include major events affecting Sodexo’s markets and/or main competitors (market downturns, pandemics, etc.).
Furthermore, the Board of Directors reserves the right to exercise its discretionary power to adjust the compensation policy for Corporate Officers in response to certain exceptional circumstances, such as a significant change in the Corporate Officers' field of responsibilities, a major event impacting Sodexo’s markets and/or main competitors (market downturns, pandemics, etc.), a substantial change in the Group’s scope of consolidation following a merger, acquisition or disposal, the creation or discontinuation of a significant business activity or a change in accounting principles.
In either of the above cases, the Board of Directors may, on the recommendation of the Compensation Committee, adjust certain performance criteria (objectives, targets, weightings, trigger thresholds, etc.) for annual and long-term variable compensation, either upward or downward, it being specified that the maximum total amount of such compensation may not be modified under any circumstances.
If any adjustments are made to the above criteria, the Board would ensure that the compensation concerned reflects the executives’ performance and would maintain a strong correlation between their compensation and Company performance.
In such specific situations, any adjustments made to the compensation policy would be publicly disclosed and subject to a binding ex post shareholder vote.
In accordance with article L.22-10-8 II of the French Commercial Code, the compensation policies for Sodexo’s Corporate Officers will be submitted for approval at the Annual Shareholders Meeting on December 16, 2025.
