Universal Registration Document Fiscal 2025

7 Corporate Governance

The chart below illustrates the changes in the ratios between (i) the compensation of the Chairwoman and CEO for Fiscal 2022, 2023, 2024 and 2025, and of the Chief Executive Officer for previous years, and (ii) the average and median compensation of employees within the extended scope, compared with the changes in the Group’s revenues and underlying operating profit.

For ease of reading, the value of the different items are expressed with Fiscal 2020 as the Base 100.

Median Pay Ratio compared to financial performance - Base 100 in Fiscal 2020

This image shows the median pay ratio compared with Sodexo’s financial performance.

Group revenue

  • FY2020: approximately 100.
  • FY2021: approximately 90.
  • FY2022: approximately 100.
  • FY2023: approximately 110.
  • FY2024: approximately 115.
  • FY2025: approximately 115.

Group operating profit

  • FY2020: approximately 100.
  • FY2021: approximately 110.
  • FY2022: approximately 140.
  • FY2023: approximately 180.
  • FY2024: approximately 190.
  • FY2025: approximately 200.

Executive Corporate Officer

  • FY2020: approximately 100.
  • FY2021: approximately 170.
  • FY2022: approximately 50.
  • FY2023: approximately 200.
  • FY2024: approximately 210.
  • FY2025: approximately 150.
7.3.2.4 Information on the components of compensation paid or awarded to the directors

The total annual amount of compensation available for payment to the directors of Sodexo was set at 1.3 million euros at the Annual Shareholders Meeting of December 15, 2023 (twelfth resolution). The total amount actually paid to all directors (other than to the Chairwoman of the Board) in Fiscal 2025 was 1,140,290 euros (compared to 1,011,262 euros in Fiscal 2024), representing 88% of the total amount approved at the Annual Shareholders Meeting.

These amounts were calculated and paid in accordance with the Board of Directors’ Internal Rules, based on the following criteria established for Fiscal 2025:

(in euros) ANNUAL FIXED COMPENSATION ADDITIONAL ANNUAL FIXED COMPENSATION FOR THE LEAD DIRECTOR ADDITIONAL ANNUAL FIXED COMPENSATION FOR CHAIRING A COMMITTEE VARIABLE COMPENSATION PER ATTENDANCE AT EACH MEETING
Board of Directors

Board of Directors

ANNUAL FIXED COMPENSATION

20,000

Board of Directors

ADDITIONAL ANNUAL FIXED COMPENSATION FOR THE LEAD DIRECTOR

30,000

Board of Directors

ADDITIONAL ANNUAL FIXED COMPENSATION FOR CHAIRING A COMMITTEE

 

Board of Directors

VARIABLE COMPENSATION PER ATTENDANCE AT EACH MEETING

4,500

Audit Committee

Audit Committee

ANNUAL FIXED COMPENSATION

8,000

Audit Committee

ADDITIONAL ANNUAL FIXED COMPENSATION FOR THE LEAD DIRECTOR

 

Audit Committee

ADDITIONAL ANNUAL FIXED COMPENSATION FOR CHAIRING A COMMITTEE

25,000

Audit Committee

VARIABLE COMPENSATION PER ATTENDANCE AT EACH MEETING

3,500

Nominating Committee

Nominating Committee

ANNUAL FIXED COMPENSATION

6,000

Nominating Committee

ADDITIONAL ANNUAL FIXED COMPENSATION FOR THE LEAD DIRECTOR

 

Nominating Committee

ADDITIONAL ANNUAL FIXED COMPENSATION FOR CHAIRING A COMMITTEE

22,500

Nominating Committee

VARIABLE COMPENSATION PER ATTENDANCE AT EACH MEETING

3,000

Compensation Committee

Compensation Committee

ANNUAL FIXED COMPENSATION

6,000

Compensation Committee

ADDITIONAL ANNUAL FIXED COMPENSATION FOR THE LEAD DIRECTOR

 

Compensation Committee

ADDITIONAL ANNUAL FIXED COMPENSATION FOR CHAIRING A COMMITTEE

22,500

Compensation Committee

VARIABLE COMPENSATION PER ATTENDANCE AT EACH MEETING

3,000

A travel allowance of 1,500 euros was paid to directors traveling from the United States for every Board meeting they effectively attended.

Directors are not eligible for any long-term compensation, supplemental pension plan or compensation or benefits that may result from any change in their duties, new duties, or the end of their directorship.

As stated above, the Chairwoman and CEO does not receive any directors’ compensation.

The two directors representing employees both hold an employment contract with the Group and therefore receive compensation that has no connection with their office as director. The amounts of their salaries are not disclosed for confidentiality reasons.

The compensation paid to the directors during Fiscal 2025 and Fiscal 2024 (both fixed and variable), calculated based on their attendance at Board and Committee meetings according to the allocation rules indicated above, was as follows: