The Board of Directors ensures that the compensation policy for Corporate Officers is aligned with the Company’s strategy and operating context, and that its purpose is to enhance Sodexo's medium- and long-term performance and competitiveness in order to attract and retain top talents. The policy is based on the following principles:
| COMPLIANCE | The compensation policy for the Company’s Corporate Officers is established in accordance with the recommendations of the AFEP-MEDEF Code. |
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| COMPETITIVENESS |
Market studies are regularly conducted – including with the assistance of independent consulting firms – to benchmark compensation structures and levels against those of the Company's peers (comparable companies in terms of size and geographic scope) and provide a comprehensive view of compensation competitiveness. The Compensation Committee uses two peer groups to review and analyze compensation practices, considering that it is important to examine both those of large French companies and those of companies operating in Sodexo's sector internationally. Following the disposal of the Pluxee business, effective February 1, 2024, the Compensation Committee undertook a review of the peer groups used in order to reflect the Group’s new profile as a global player in Food and Facilities Management services, with a high employee density, and its updated scope. The French peer group now includes the 20 smallest market capitalizations in the CAC 40 and the companies in the CAC Next 20 (excluding banks and insurance companies). The international peer group has been expanded to eight companies: Accor, Adecco, Aramark, Compass Group, Elior, ISS, Randstad and Securitas (see details in section 7.3.1.3). |
| COMPLETENESS – BALANCE | All of the components of Corporate Officers' compensation and benefits are analyzed comprehensively, first on a component-by-component basis, and then through an overall consistency review, in order to achieve the best possible balance between fixed and variable, individual and collective, and short- and long-term compensation. |
| ALIGNMENT OF INTERESTS | Aligning interests means both ensuring that the Company has the ability to attract, motivate and retain the talent that it needs and meeting the expectations of shareholders and other stakeholders, particularly regarding sustainability, transparency, and linking compensation to performance. |
| PERFORMANCE | The applicable performance conditions are demanding and are based on the key factors that contribute to the Company's profitable and sustainable growth. They are also in line with the Company's published objectives. Performance is assessed based on three factors, which are set out in the short- and long-term variable compensation programs for the Group’s senior executives: (i) intrinsic financial performance, (ii) performance relative to the Group's peers, and (iii) sustainable and responsible performance. |
| TRANSPARENCY | The compensation policy is governed by clear, straightforward and transparent rules. The Compensation Committee ensures that all of these principles are effectively applied, in the work it carries out and in its recommendations to the Board of Directors, both for the definition and implementation of the policy and for setting the amounts of the compensation and benefits. |
Sodexo actively engages with its institutional shareholders and proxy advisors through regular meetings held to discuss the specific characteristics of the Group's governance as well as developments and best practices concerning governance and compensation.
Sodexo's Investor Relations and Corporate teams frequently interact with the teams of institutional investors and proxy advisors through individual meetings, governance roadshows, and dedicated ESG investor conferences.
Individual shareholders who are members of the Shareholders Club are also invited to share their areas of interest so that the Company can more effectively prepare the Annual Shareholders Meeting and answer any questions they may have.
The voting results at the 2024 Annual Shareholders Meeting were as follows:
99.2%of shareholders approved the information related to the compensation of Corporate Officers for Fiscal 2024
96.5%of shareholders voted in favor of the compensation policy for directors for Fiscal 2025
93.1%of shareholders approved the compensation components paid during or awarded for Fiscal 2024 to Sophie Bellon, Chairwoman and Chief Executive Officer
91.9%of shareholders voted in favor of the compensation policy for the Chairwoman and Chief Executive Officer for Fiscal 2025
In Fiscal 2025, Sodexo continued its dialogue with its main shareholders, with the discussions giving it a better understanding of the shareholders' perceptions and expectations regarding compensation, and helping the Board of Directors in its reflection process for defining the compensation policy for the Corporate Officers. The proposed changes to the Chief Executive Officer's compensation policy for Fiscal 2025 were discussed with Sodexo’s main shareholders during meetings with the Lead Independent Director, Luc Messier. This compensation policy, which was presented at the Annual Shareholders Meeting on December 17, 2024, received nearly 92% of votes in favor, and was supported by most of the Company's major institutional investors, who welcomed the proposed changes, particularly regarding the transparency of the non-financial objectives, the scaling of the financial objectives, and the changes to the peer groups following the Pluxee spin-off.
As it does every year, in Fiscal 2025, the Board of Directors conducted a review of the structure and performance criteria of the Corporate Officers' compensation policy for Fiscal 2026.
