| Amount | Description | ||
|---|---|---|---|
| Fixed remuneration | €2,300,000 per annum |
At its meeting of 13 March 2025, on the recommendation of the Human Resources and Remuneration Committee, the Board of Directors proposed to the Annual General Meeting of 29 April 2025 to raise the fixed remuneration of Nicolas Hieronimus to the gross amount of €2,300,000 on an annual basis, i.e., an increase of 15%. As a reminder, the gross fixed remuneration was previously set at €2,000,000, unchanged since 2021. |
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| Annual variable remuneration | €2,600,000 per annum (target 113% of fixed remuneration) | The annual variable remuneration is designed to align the executive corporate officer’s remuneration with the Group’s annual performance and the implementation of its strategy year after year. The Board of Directors strives to constantly encourage the executive corporate officer to maximise performance for each financial year and to ensure that this performance is repeated and regular year after year. | |
| Maximum €3,000,000 per annum (130.4% of fixed remuneration) |
At its meeting on 13 March 2025, on the recommendation of the Human Resources and Remuneration Committee, the Board of Directors decided that at the Annual General Meeting of 29 April 2025 it will ask the shareholders to increase the target and maximum amounts of the Chief Executive Officer’s variable remuneration. If the Annual General Meeting approves this policy, it will apply to the Chief Executive Officer's variable remuneration for the whole of 2025. |
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Target annual variable remuneration is set at €2,600,000 and may represent up to €3,000,000 in the case of outperformance versus objectives. |
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| Criteria for assessment of performance for 2025 | Weightings | ||
| Financial criteria | 60% | ||
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Change in like-for-like sales as compared to the budget |
15% | ||
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Change in sales growth differential as compared to main competitors |
15% | ||
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Change in operating profit as compared to the budget |
10% | ||
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Change in net earnings per share as compared to the budget |
10% | ||
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Change in cash flow as a proportion of net profit |
10% | ||
| Non-financial and qualitative criteria | 40% | ||
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Quantifiable criteria: 25% |
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L’Oréal for the Future: sustainability commitments for 2030 |
10% | ||
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Human Resources: gender balance, development of talented employees, access to training |
7.5% | ||
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Digital development |
7.5% | ||
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Individual qualitative performance: 15% |
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Management |
7.5% | ||
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Image, company reputation, dialogue with stakeholders |
7.5% | ||
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The quantifiable, financial (60%) and non-financial (25%) criteria account for 85% of annual variable remuneration. The weighting of each of these criteria, both financial, non-financial and qualitative, and the targets to be met were set at the start of the year and communicated to the executive corporate officer. The assessment is made with no possibility to offset between criteria. For each of the financial criteria, underperformance is penalised at least as harshly as outperformance is rewarded. |
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| Performance shares |
Concerning the granting of performance shares in 2025, the Board of Directors will be called upon to decide on the implementation of a new Plan within the scope of the authorisation approved by the Annual General Meeting of 23 April 2024. The grant that would be decided for Nicolas Hieronimus would comply with the recommendations of the AFEP-MEDEF Code. The value of the grant (estimated in accordance with IFRS), would represent approximately 50% of the executive corporate officer’s annual remuneration without exceeding 60% of maximum annual remuneration. 50% of the performance shares granted to the Chief Executive Officer, with a four-year vesting period, are subject to a further holding period of two years. This holding period still applies in the case where the beneficiary ceases to be Chief Executive Officer before the end of the holding period. If the beneficiary continues to exercise his function as Chief Executive Officer beyond the end of the holding period, he will be required to hold his shares in a nominative account until the termination of his duties in accordance with section (II) of article L.225-197-1 of the French Commercial Code. Full vesting of these shares is subject to achievement of performance conditions which will be recorded at the end of a four-year vesting period as from the grant date. The number of vested shares will depend:
The calculation will be based on the arithmetical average for the three full financial years of the vesting period. The first full year taken into account for assessment of the performance conditions relating to this grant would be 2026. |
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| Remuneration as a Director | Nicolas Hieronimus will not receive remuneration for his position as a Director. | ||
| Benefits in addition to remuneration |
Benefits in kind Nicolas Hieronimus will benefit from the material resources needed to carry out his duties, for example, the provision of a car with a driver. These arrangements, which are strictly limited to professional use and may not be used for any private use, are not benefits in kind. Additional social protection schemes: defined contribution pension, employee benefit and healthcare schemes Nicolas Hieronimus will continue to be treated in the same way as a senior executive during the term of his corporate office, which will allow 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. The amount of the pension resulting from the employer’s contributions for the defined contribution pension scheme will be deducted from the pension due in respect of the defined benefit pension in accordance with the provisions of this group scheme. |
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