Performance shares in the event of departure
The right to performance shares is lost in the event of departure from the Group due to resignation (other than in the case of termination of corporate office in connection with the liquidation of statutory and compulsory supplementary pension schemes) or termination for gross misconduct or gross negligence. In the event of dismissal of an executive corporate officer, the Board will decide, pursuant to the AFEP‑MEDEF Code, on the outcome of performance shares granted as from the appointment as executive corporate officer.
Where the benefit of performance shares granted to the executive corporate officer is maintained in the event of his or her departure prior to expiry of the vesting period, it is motivated by the following considerations:
Achievement of the performance conditions of the last three performance share plans
| Performance share plan dated: | 18 April 2019 | 14 October 2020 | 7 October 2021 |
|---|---|---|---|
| Arithmetic average of performances across the 3 financial years concerned | Arithmetic average of performances across the 3 financial years concerned18 April 2019
2020–2021–2022 |
Arithmetic average of performances across the 3 financial years concerned14 October 2020
2021–2022–2023 |
Arithmetic average of performances across the 3 financial years concerned7 October 2021
2022–2023–2024 |
|
For 50%: Growth in comparable sales compared to a panel of competitors* |
For 50%: Growth in comparable sales compared to a panel of competitors* 18 April 2019+6.1 points |
For 50%: Growth in comparable sales compared to a panel of competitors* 14 October 2020+6.7 points |
For 50%: Growth in comparable sales compared to a panel of competitors* 7 October 2021+5.03 points |
|
For 50%: Growth in the Group’s operating profit |
For 50%: Growth in the Group’s operating profit 18 April 2019+11.1% |
For 50%: Growth in the Group’s operating profit 14 October 2020+16.2% |
For 50%: Growth in the Group’s operating profit 7 October 2021+12.29% |
| Level of achievement of the performance conditions | Level of achievement of the performance conditions18 April 2019100% | Level of achievement of the performance conditions14 October 2020100% | Level of achievement of the performance conditions7 October 2021100% |
Other benefits
a) Remuneration for term of office as a Director
The executive corporate officer does not receive any remuneration for his/her position as a Director.
b) Benefits in addition to remuneration
Benefits in kind
There are no plans to supplement the executive corporate officer’s fixed remuneration by granting benefits in kind.
The executive corporate officer benefits from the necessary material resources to carry out his/her duties such as, for example, the provision of a car with a driver. These arrangements, which are strictly limited to professional use, are not benefits in kind.
Additional social protection schemes
The executive corporate officer continues to be treated in the same way as a senior executive during the term of his/her corporate office, which allows him to continue to benefit from the additional social protection schemes and, in particular, the defined contribution pension scheme, and the employee benefit and healthcare schemes applicable to the Company’s employees.
Illustration of the remuneration policy in financial year 2025: components of remuneration attributable to Nicolas Hieronimus, Chief Executive Officer
The structure of Nicolas Hieronimus’ remuneration is in line with the principles developed in section 2.4.1.2.1. on the remuneration policy applicable to the executive corporate officer, and forms a balanced whole. If the 29 April 2025 Annual General Meeting approves the remuneration policy put forward in the sixteenth resolution, it will apply retroactively from 1 January 2025 in all aspects. The Board of Directors will use this remuneration policy to make its decisions on performance share grants in 2025.
