Paris, France (March 10, 2026) - On February 11, 2026, on the recommendation of the Nomination and Compensation Committee, the Board of Directors approved:
the 2025 bonus of the Executive Corporate Officers
the 2026 compensation policy for Executive Corporate Officers
2025 bonus of the Executive Corporate Officers
Pursuant to the Executive Corporate Officers' compensation policy approved by the Shareholders' Meeting of April 30, 2025, the Board of Directors assessed the achievement of the objectives applicable to the 2025 bonus of the Executive Corporate Officers.
The Board of Directors approved annual variable compensation of €5,657,400 for Francesco Milleri and €3,030,750 for Paul du Saillant, corresponding to an achievement rate of their objectives of 179.6%.
Detailed calculations of the achievement of these objectives can be found in Appendix 1.
Payment of the variable component due for the fiscal year 2025 is subject to the approval of the Annual Shareholders' Meeting of April 28, 2026 called to approve the financial statements for the year ended December 31, 2025.
As a reminder, the achievement rate of the objectives for the annual variable portion of the Executive Corporate Officers' compensation over the last years was as follows:
1 The Executive Corporate Officers were Leonardo Del Vecchio and Hubert Sagnières.2025
2024
2023
2022
2021
20201
179.6 %
118.3 %
140.1 %
162.5 %
197.8 %
22.9 %
2026 compensation policy for Corporate Officers
Compensation
The Board of Directors drew up the 2026 compensation policy for the Corporate Officers, which will be submitted for approval at the next Shareholders' Meeting of April 28, 2026.
Separate resolutions on the compensation policy applicable to each category of Corporate Officer will be submitted to the Annual Shareholders' Meeting of April 28, 2026:
a resolution concerning the compensation policy applicable to members of the Board of Directors, unchanged from the policy approved at the Annual Shareholders' Meeting of April 30, 2025;
two resolutions concerning the compensation policy applicable to the Chairman and Chief Executive Officer and the Deputy Chief Executive Officer respectively.
On the recommendation of the Nomination and Compensation Committee, in 2024 the Board of Directors defined the compensation of the Chairman and Chief Executive Officer and the Deputy Chief Executive Officer for the entirety of their new terms of office1. Therefore, the amount of fixed, the target amount of annual variable compensation of the Chairman and Chief Executive Officer and the Deputy Chief Executive Officer for 2026, and the balance between the various compensation components, will be strictly identical to 2025.
On February 11, 2026, on the recommendation of the Nomination and Compensation Committee and subject to shareholder approval at the Shareholders' meeting of April 28, 2026, the Board of Directors decided to introduce, within the long-term variable compensation mechanism, the possibility of granting performance units to the Executive Corporate Officers, in parallel with the existing performance share mechanism.
These performance units, subject to the same presence and performance conditions as the performance shares described below, constitute merely an alternative mechanism for implementing the existing scheme, without altering its overall mechanism or criteria. Settled in cash, these performance units provide additional flexibility to their beneficiaries while maintaining strict alignment of interests with those of the shareholders.
1 Unless major events or exceptional circumstances justify modifying the compensation policy, which will of course be subject to shareholder approval.
Summary of the 2026 compensation policy for Executive Corporate Officers
Francesco Milleri
Chairman and Chief Executive Officer
Paul du Saillant
Fixed compensation€2,100,000
Annual variable compensationTarget: 150% of fixed compensation
Maximum: 300% of fixed compensation
Target: 125% of fixed
Long-term incentiveMaximum 100,000 performance shares / performance units
Maximum 45,000
Deputy Chief Executive Officer €1,350,000
compensation
Maximum: 250% of fixed compensation
performance shares / performance units
The variable compensation of the Executive Corporate Officers for 2026 is set out below.
2026 Annual variable compensation
The Board of Directors approved a variable component based exclusively on quantifiable financial objectives.
Objectives | Weighting |
Group adjusted1 earnings per share (EPS) (at constant exchange rates2) | 40% |
Revenue growth (at constant exchange rates2, excluding strategic acquisitions) | 30% |
Adjusted operating profit1 | 30% |
The annual variable component includes a "clawback" clause. |
The targets decided by the Board of Directors for each criterion are not disclosed for confidentiality reasons. However, the achievement rate will be disclosed ex-post.
1Adjusted measures or figures: adjusted from the expenses or income related to the combination of Essilor and Luxottica (the "EL Combination"), the acquisition of GrandVision (the "GV Acquisition"), other strategic and material acquisitions, and other transactions that are unusual, infrequent or unrelated to the normal course of business as the impact of these events might affect the understanding of the Group's performance.
2figures at constant exchange rates are calculated using the average exchange rates in effect for the corresponding period in the relevant comparative year
2026 Long-term compensation
Performance shares / performance units mean that a predominant portion of Executive Corporate Officers' compensation is subject to the achievement of the Group's long-term performance objectives.
On the recommendation of the Nomination and Compensation Committee, the Board of Directors approved, in principle, a maximum award in the fourth quarter of 2026 to the Executive Corporate Officers:
100,000 performance shares / performance units to the Chairman and Chief Executive Officer;
45,000 performance shares / performance units to the Deputy Chief Executive Officer.
For the Chairman and Chief Executive Officer and the Deputy Chief Executive Officer, the Board of Directors will determine, at the time of the grant, the proportion of performance shares / performance units to be awarded, within the respective maximum limits of 100,000 and 45,000 performance shares / performance units, respectively.
The vesting of the performance shares / performance units will be wholly subject to the achievement of three performance conditions measured over a period of three years:
Objective
Weighting
Cumulative Group adjusted1 earnings per share (EPS) (at constant exchange rates2)
50%
Annualized growth in the share price
30%
Corporate Social Responsibility (CSR)
20%
For each objective, an assessment scale has been devised, as follows:
In the event of performance below a threshold defined by the Board of Directors, no shares will vest under this criterion.
In the event of performance exceeding the target to be set by the Board of Directors, all shares under this criterion will vest.
Between these two limits, vesting will be calculated using linear interpolation.
The achievement of the objective will be measured with respect to the Group cumulative adjusted Earnings per share over the 3-year period 2026-2028.
The level of performance required to achieve the cumulative adjusted Earnings per share objective is defined by the Board of Directors at the beginning of the 3-year period.
It is established in a precise, demanding and rigorous manner but cannot be made public for confidentiality reasons.
Adjusted measures or figures: adjusted from the expenses or income related to the combination of Essilor and Luxottica (the "EL Combination"), the acquisition of GrandVision (the "GV Acquisition"), other strategic and material acquisitions, and other transactions that are unusual, infrequent or unrelated to the normal course of business as the impact of these events might affect the understanding of the Group's performance.
figures at constant exchange rates are calculated using the average exchange rates in effect for the corresponding period in the relevant comparative year.
The allocation of performance shares / performance units depends on EssilorLuxottica's annualized share price growth. If the annualized share price growth is below 2% per year (equivalent to 6.1% over three years), no performance shares / performance units will vest under this criterion. Conversely, all the performance shares / performance units will vest under this criterion if annualized share price growth exceeds 7% per year (22.5% over three years). Between 2% and 7%, the vesting rate is determined through linear interpolation.
The performance scale for this objective is as follows:
Annualized growth in the EssilorLuxottica share price(a) Number of shares / units vested(as a % of initial grant under this criterion)
<2% per year (i.e. <6.1% after three years(b)) -%
2% per year (6.1% after three years) 50%
Between 2% (i.e., 6.1% after three years) and 7% per year (i.e., 22.5% after three years)
≥7% per year
Linearization between 50% and 100%
(i.e., ≥22.5% after three years) 100%
Annualized growth in relation to the Initial Reference Share Price, as approved by the Board of Directors.
Growth as an absolute value (and not annualized) in relation to the Initial Reference Share Price.
The performance conditions governing the long-term incentive scheme will be complemented by a specific performance indicator reflecting the Group's long-term commitment to climate change in accordance with its Eyes on the Planet sustainability program.
The assessment scale for this criterion will be meticulously defined by the Board of Directors, in line with the Eyes on the Planet sustainability program.
Detail of the scale will be disclosed when the 2026 performance share / performance unit plan is announced.
The long-term incentive component includes a "clawback" clause.
The annual variable compensation and the long-term incentive are based on complementary performance criteria, making it possible to assess the Group's performance from different perspectives.
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EssilorLuxottica SA published this content on March 10, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on March 10, 2026 at 17:29 UTC.
