Universal Registration Document 2023

3. Governance and Compensation - AFR

/ Table - Items of compensation paid or awarded in 2023 to Mr. Arthur Sadoun, Chairman of the Management Board, subject to shareholder approval
Items of compensation subject to approval Amounts paid in respect of the past financial year (in €) Amounts awarded in respect of the past financial year or accounting valuation (in €) Presentation
Fixed compensation Fixed compensation

Amounts paid in respect of the past financial year

(in €)

1,170,000

Fixed compensation

Amounts awarded in respect of the past financial year or accounting valuation

(in €)

1,170,000

Fixed compensation

Presentation

Proportion of fixed compensation (compared to the compensation paid): 31.85% 

The rules for determining the fixed compensation of the Chairman of the Management Board can be found in Section 3.3.1.5 of this document.

Annual variable compensation Annual variable compensation

Amounts paid in respect of the past financial year

(in €)

2,503,800

Annual variable compensation

Amounts awarded in respect of the past financial year or accounting valuation

(in €)

3,393,000

Annual variable compensation

Presentation

Proportion of variable compensation (compared to the compensation paid): 68.15%

Annual variable compensation to be paid in 2024 for the 2023 financial year:

After reviewing the performance achieved for each of the criteria indicated below and pursuant to the compensation policy adopted by the previous General Shareholders' Meeting in the 2023 financial year, the Supervisory Board set the variable compensation of Mr. Arthur Sadoun at euro 3,393,000 gross, the payment of which will be subject to the approval of the General Shareholders' Meeting of May 29, 2024 in its eighth resolution, pursuant to article L. 22‑10‑34, II of the French Commercial Code. This amount results from the following facts and assessments shown below and in the table below.

Multi‑year variable compensation Multi‑year variable compensation

Amounts paid in respect of the past financial year

(in €)
-
Multi‑year variable compensation

Amounts awarded in respect of the past financial year or accounting valuation

(in €)
-
Multi‑year variable compensation

Presentation

N/A
Exceptional compensation Exceptional compensation

Amounts paid in respect of the past financial year

(in €)
-
Exceptional compensation

Amounts awarded in respect of the past financial year or accounting valuation

(in €)
-
Exceptional compensation

Presentation

N/A
Stock options, performance shares or any other long‑term benefit (warrants, etc.) Stock options, performance shares or any other long‑term benefit (warrants, etc.)

Amounts paid in respect of the past financial year

(in €)

711,240

Stock options, performance shares or any other long‑term benefit (warrants, etc.)

Amounts awarded in respect of the past financial year or accounting valuation

(in €)

3,438,003

Stock options, performance shares or any other long‑term benefit (warrants, etc.)

Presentation

In 2023, Mr. Arthur Sadoun exercised 35,491 stock options which were about to expire (1). The amount paid in 2023 corresponds to the realized exercise gain.

Mr. Arthur Sadoun also benefited from a grant of performance shares in 2023 under the LTIP 2023 Président du Directoire as described in Section 3.3.1.4. The amount granted in 2023 corresponds to their valuation in the consolidated financial statements(2).

Retention contract Retention contract

Amounts paid in respect of the past financial year

(in €)

 

Retention contract

Amounts awarded in respect of the past financial year or accounting valuation

(in €)

9,041,380

Retention contract

Presentation

This amount corresponds to the valuation in the consolidated financial statements of the shares granted in 2023 to Mr. Arthur Sadoun under the Retention Contract as described in Section 3.3.1.5 and below in this section.

Other benefits Other benefits

Amounts paid in respect of the past financial year

(in €)
-
Other benefits

Amounts awarded in respect of the past financial year or accounting valuation

(in €)
-
Other benefits

Presentation

N/A
Indemnities when taking or leaving a function Indemnities when taking or leaving a function

Amounts paid in respect of the past financial year

(in €)
-
Indemnities when taking or leaving a function

Amounts awarded in respect of the past financial year or accounting valuation

(in €)
-
Indemnities when taking or leaving a function

Presentation

No sum was awarded with respect to the past financial year. The severance payment described in Section 3.3.1.5 of this document which may be paid to Mr. Arthur Sadoun is equivalent to one year of total gross compensation (fixed and variable compensation paid) calculated on the average of the last 24 months of compensation, subject to performance conditions, i.e.. an estimated amount of euro 3,371,900.

Non‑compete agreement Non‑compete agreement

Amounts paid in respect of the past financial year

(in €)
-
Non‑compete agreement

Amounts awarded in respect of the past financial year or accounting valuation

(in €)
-
Non‑compete agreement

Presentation

No sum was awarded with respect to the past financial year. The non‑compete compensation described in Section 3.3.1.5 that may be paid to Mr. Arthur Sadoun is equivalent to two years of total gross compensation (fixed compensation and target variable compensation) calculated on the average of the last 24 months of compensation, i.e. an estimated amount of euro 7,020,000 (not cumulative with a severance payment).