STRUCTURE OF THE CHIEF EXECUTIVE OFFICER'S COMPENSATION
COMPENSATION STRUCTURE AT TARGET
COMPENSATION STRUCTURE AT MAXIMUM
The weightings of the target and maximum structures are detailed item by item in the following paragraphs.
Peer groups
On the recommendation of the Compensation Committee, in Fiscal 2024, the Board of Directors reviewed the peer groups used to determine the positioning and structure of the Chief Executive Officer's compensation. This review took into account Sodexo’s scope and size following the Pluxee spin-off, as well as feedback from shareholders. The peer groups selected at that time, which have been kept unchanged for Fiscal 2026, reflect the Group’s profile as a global provider of Food and Facilities Management services with high employee density, as well as its updated scope.
The peer group of French companies consists of the 20 companies in the CAC 40 with the lowest market capitalizations, plus the companies in the CAC Next 20, excluding banks and insurance companies.
The peer group of international companies includes eight companies: Accor, Adecco, Aramark, Compass Group, Elior, ISS, Randstad, and Securitas. These companies were selected because they operate in non-financial business services and employ a significant non-managerial workforce. They also have international geographic coverage. Their size and economic data are consistent with those of the Group.
This international peer group is used notably to compare Sodexo’s compensation structure with companies operating in the same sector, competing in the same markets, or seeking to attract similar talent. It is also used to compare Sodexo’s three-year Total Shareholder Return (TSR) performance for the purpose of the long-term compensation plan.
Fixed compensation
The Chief Executive Officer’s annual fixed compensation is the basis for determining his annual variable compensation and long-term compensation. In accordance with the AFEP-MEDEF Code recommendations, the amount of this fixed compensation is not subject to a systematic annual review.
The Board of Directors, on the recommendation of the Compensation Committee, set Thierry Delaporte's fixed compensation at 1,150,000 euros. In accordance with the applicable governance rules, this compensation will take effect as of December 16, 2025, subject to approval by shareholders at the Annual Shareholders Meeting.
For the period from November 10, 2025, his taking of office as Chief Executive Officer of Sodexo, through December 16, 2025 inclusive, Thierry Delaporte’s fixed compensation will be that approved by the Annual Shareholders Meeting of December 17, 2024 and applicable to the Chief Executive Officer for Fiscal 2025, i.e., 900,000 euros per year.
The Chief Executive Officer's overall compensation for Fiscal 2026 will be paid on a pro rata basis for each period.
Annual variable compensation
CALCULATION METHODS
The purpose of the annual variable compensation is to incentivize the Chief Executive Officer to achieve the annual performance objectives set by the Board of Directors in line with the implementation of the Company's strategy.
This variable compensation amounts to 120% of the Chief Executive Officer's fixed compensation if the applicable objectives are achieved, and can reach up to 170% if the objectives are exceeded.
The determination of annual variable compensation is primarily based on predefined quantitative objectives, with financial criteria largely predominant.