Issy-les-Moulineaux,
In accordance with the recommendations of the AFEP-MEDEF Corporate Governance Code (“AFEP-MEDEF Code”),
The Board of Directors has decided to reinforce Denis Machuel’s non-compete undertaking, in order to better protect the Group. The impact of the Covid-19 crisis on Sodexo’s market environment, on the one hand, and Denis Machuel’s experience, and the strategic discussions held over the past few months in which he participated, on the other hand, have led us to amend his non-compete agreement. New competitors, in particular digital disruptors, have been added, and the duration of the agreement has been increased from two to three years. In return, the amount of the related non-compete indemnity has been increased.
Sodexo’s Board of Directors considers that the financial terms of Denis Machuel’s departure comply with the spirit of and the recommendations set forth in the AFEP-MEDEF Code and the compensation policy of the Group. These terms result from a reflection intended to reinforce the protection of the interests of
- Since his appointment in 2018,
Denis Machuel was already subject to a non-compete agreement intended to protect the interests of the Group; - The Covid-19 pandemic had an unpredictable and significant impact on the Group’s competitive environment and led to the acceleration of the arrival of new market “disrupters”;
- The non-compete indemnity, which takes into account the additional restrictions added by the Board of Directors, complies with the cap recommended by the AFEP-MEDEF Code for such an indemnity, of two years of compensation (fixed plus variable).
Compensation for Fiscal 2021
- Fixed Compensation
Denis Machuel’s fixed compensation amounts to 900 000 euros.
- Variable Compensation
Pursuant to the compensation policy approved at 97% by the Annual General Meeting held on
The rate of achievement of each of the financial objectives for the second half of Fiscal 2021 and the non-financial objectives for Fiscal 2021 will be determined by the Board of Directors on
The payment of his variable compensation will be submitted to the vote of the General Meeting of
- Supplemental pension plan
During Fiscal 2021, the Company replaced the supplemental pension plan provided for in Articles 39 of the French
Under this plan,
Compensation for Fiscal 2022 and financial terms of departure1
Having terminated his term of office as Chief Executive Officer effective on
- Fixed Compensation
The amount of Denis Machuel’s fixed annual compensation of € 900,000 remains unchanged for Fiscal 2022.
His fixed compensation paid will be calculated pro rata temporis from 1 to
He therefore received € 75,000 of fixed compensation for the month of
- Annual Variable Compensation
Given that Denis Machuel’s term of office ended on
The variable component of compensation due to
- Fiscal 2022 Performance Share Grant
No performance shares will be granted to
- Unvested Performance Share Plans
In recognition of his contribution to the development of the Group, which he joined in 2007 and of which he was Chief Executive Officer since
There will be no acceleration of the vesting period of the plans and the performance conditions of these plans will continue to apply.
These performance conditions are particularly stringent, as evidenced by the failure to meet the performance conditions related to the 2016 and 2017 plans. In addition, the performance criteria of the non-vested plans, including those granted to
As this stage, it is not possible to determine the number of shares that will be obtained upon vesting of each of these plans nor their value.
- Termination indemnity
It should be noted that
- Non Compete Agreement
As soon as
However, the scope of the non-compete agreement initially entered into no longer reflects recent and unpredictable developments within
In this context, as the 2018 non-compete agreement was not sufficiently protective of the Company’s interests, the Board of Directors decided to modify the scope of this non-compete agreement.
The modifications made by the Board are as follows:
- the duration of the non-compete agreement was extended from two years to three years;
- the list of competitors was expanded to take account of changes in the competitive environment;
- clauses such as non-solicitation of Group Senior Leaders and significant clients were added; and
- the financial consideration under the agreement was increased to 24 months of the fixed and variable annual compensation due to
Denis Machuel for Fiscal 2021.
- Health insurance and life insurance
In accordance with the compensation policy,
The Board of Directors has implemented interim governance until the appointment of a new Chief Executive Officer by unanimously deciding that effective
The structure of the Chairwoman’s compensation will remain unchanged throughout the interim period, with no variable compensation and no performance share grants.
About
Founded in
Key figures
19.3 billion euro in Fiscal 2020 consolidated revenues
420,000 employees as at
#1
64 countries
100 million consumers served daily
11.4 billion euro in market capitalization (as of
Contact
Analysts and Investors | Media |
Virginia JEANSON Tel: +33 1 57 75 80 56 virginia.jeanson@sodexo.com | Mathieu SCARAVETTI Tel: +33 6 28 62 21 91 mathieu.scaravetti@sodexo.com |
1 These compensation elements are subject to approval at the Annual Shareholders’ meeting on
Attachment
- Sodexo PR - Information on the compensation and financial terms of the departure of
Denis Machuel - ENG
Source:
2021 GlobeNewswire, Inc., source