At its meeting on October 8, 2025, based on the recommendations of the Compensation Committee, the Board of Directors defined the compensation policy for Fiscal 2026 for Thierry Delaporte, who has been appointed Chief Executive Officer effective as of November 10, 2025.
The Board of Directors decided to keep the overall structure of the compensation policy stable, considering that it ensures a balance between short-term and long-term performance while promoting the Group’s development for the benefit of all its stakeholders, in line with a sound risk management strategy. The Chief Executive Officer's compensation policy also ensures a strong link between compensation and performance, aligns his interests with those of employees and shareholders, and encourages long-term commitment.
In setting the policy, the Board took into account an in-depth study of the two peer groups: the french peer group, comprising the 20 smallest market capitalizations in the CAC 40 and the companies in the CAC Next 20 (excluding banks and insurance companies), and the peer group of companies in the same business sector as Sodexo operating in international markets (analyzed for their compensation structure) (see the section below for further details about the peer groups).
Lastly, the Board recognized the need to attract high-level talent and executives with competitive and motivating compensation.
As a reminder, the fixed compensation of the Chief Executive Officer reflects the responsibilities inherent to such a position.
The following factors are considered in its setting:
Therefore, for the purpose of setting Thierry Delaporte’s compensation, the Board of Directors took into account his profile, which is particularly suited to the Group’s needs, notably his international experience in markets where Sodexo is strongly established, especially the United States, as well as his proven ability to lead transformative projects, his client-centric approach, and his experience with employee-intensive operating models.
The Board of Directors considered that Thierry Delaporte possesses the necessary qualities to lead Sodexo into a new phase of its development, while embodying the Group’s values inherited from Pierre Bellon.
In connection with the recruitment of its new Chief Executive Officer, the Board's objective was to define a compensation package that is both competitive and attractive, while positioning the Company coherently within its French peer group. Within this group, as of May 2025, the Group ranked between the 1st quartile and the median in terms of market capitalization, above the 3rd quartile in terms of revenues and at the top of the peer group in terms of workforce.
Taking all these considerations into account, the Board of Directors set Thierry Delaporte’s compensation as follows:
Thierry Delaporte’s total target compensation is therefore positioned between the median and the 3rd quartile within the peer group, in line with the overall Sodexo’s positioning across the key elements analyzed. The structure of his compensation is also consistent with the international peer group.
The Board of Directors decided to maintain a significant proportion of the Chief Executive Officer's total compensation subject to performance conditions, i.e., 77% at target and 83% at maximum, thereby emphasizing the incentive-based and “at-risk” nature of the package.
With a view to ensuring that the Chief Executive Officer’s compensation is closely aligned with the interests of shareholders, the Board also maintained the long-term component of his compensation, which represents 65% and 66% of his variable compensation at target and maximum, respectively.
Furthermore, as part of its annual review of the compensation policy and to take into account the expectations of shareholders and stakeholders, on the recommendation of the Compensation Committee, the Board decided to adjust the performance criteria of the short- and long-term compensation plans as follows:
In addition to his fixed compensation, annual variable compensation, and long-term compensation, as from November 10, 2025, Thierry Delaporte will be eligible for other benefits, including a supplemental pension plan, collective health and benefit plans, and a severance and/or non-compete indemnity, as well as the benefits in kind detailed below.
