Universal Registration Document 2023

3. Governance and Compensation - AFR

Loris Nold, member of the Management Board
Structure of the 2024 target compensation (1)
This diagram shows the Structure of the 2024 target compensation (1) applicable to Mr Loris Nold, member of the Management Board.

Variable compensation subject to performance conditions: 78%

  • Long-term compensation 45%

PERFORMANCE CONDITIONS Measured over 3 years:

  • 90% OF RELATIVE FINANCIAL CRITERIA:
    • 45% Organic growth
    • 45% Operating margin
  • 10% OF NON-FINANCIAL CONDITIONS:
    • 5% Diversity, equity and inclusion
    • 5% Fight against climate change
  • Annual variable compensation 33%

PERFORMANCE CONDITIONS

  • 90% OF FINANCIAL CRITERIA:
    • 20% Organic growth (absolute)
    • 15% Operating margin (absolute)
    • 10% TSR (absolute)
    • 10% Cash flow management (absolute)
    • 5% Debt Management (absolute)
    • 20% Employee expenses (absolute)
    • 10% G&A (absolute) 
  • 10% OF NON-FINANCIAL CONDITIONS:
    • 5% Diversity, Equity and Inclusion
    • 5% Fight against climate change

 Fixed compensation: 22%

 Fixed compensation without performance conditions 22%

Annual fixed compensation

On November 22, 2023, the Supervisory Board, on the proposal of the Compensation Committee, decided to retain the gross annual fixed compensation of Mr. Loris Nold as set prior to assuming his duties as a member of the Management Board, i.e. euro 700,000 from April 1, 2023.

Annual variable compensation

On the recommendation of the Compensation Committee, the Supervisory Board approved the criteria for the variable compensation of Mr. Loris Nold for the 2024 financial year. The variable compensation of Mr. Loris Nold, as set since January 1, 2023 and prior to his appointment as a member of the Management Board, and whose target is 150% and maximum is 200% of annual fixed compensation, is based, for the 2024 financial year on:

  • three financial and stock market criteria for 50% of the variable portion, namely organic growth, operating margin and TSR (Total Shareholder Return);
  • four quantifiable individual financial and non‑financial criteria, for 50% of the variable part:
    • personnel costs: 20%, based on the Objective of “fixed personnel costs and freelance costs/revenue” in the annual budget validated by the Supervisory Board in March 2024,
    • cash flow and debt management: 10% based on the Objective validated by the Supervisory Board in March2024,
    • the achievement of the G&A objectives (10%), and
    • Corporate Social Responsibility (CSR) for 10%.

To bring it into line with the variable remuneration arrangements for the Groupe's other managers, and to encourage outperformance, variable remuneration for all criteria could be increased if targets are exceeded, subject to a ceiling of one third for each criterion.

If all the criteria are exceeded, the annual variable compensation of Mr. Loris Nold may represent a maximum of 133.33% of his target annual variable compensation, i.e. 200% of his annual fixed compensation. All these criteria, set in advance, are based on quantified, measurable objectives that are made public, with the exception of those that are of a strategic and confidential nature. All these criteria are proposed by the Compensation Committee and validated by the Supervisory Board.

The Committee assesses, in the finest detail, the performance for each objective and each criterion.