At its meeting of 16 February 2018, the Board of Directors of Sopra Steria Group made the following decisions on the compensation of the Chief Executive Officer, Vincent Paris, after considering the Compensation Committee’s recommendations:
Compensation in respect of the 2017 financial year
After taking into account the extent of achievement of the targets set, the variable component of Vincent Paris’ compensation in respect of financial year 2017 was approved for a total gross amount of €190,000 (i.e. 63% of the target value).
The quantifiable target related to the Group’s operating profit on business activity led to the allocation of 50% of the target amount.
Three of the qualitative targets set in relation to the Group’s strategy and compensating the short-term orientation of the quantifiable target were considered 100% achieved; the fourth was considered 60% achieved.
Payment of this variable compensation is subject to shareholder approval of the items of compensation paid or granted to the Chief Executive Officer in respect of the 2017 financial year at the Annual General Meeting of Shareholders on 12 June 2018.
As a reminder, and for information purposes only, the Group’s profitability target (operating margin on business activity) communicated to the market for 2017 was “between 8 and 9%”, and the actual margin achieved was 8.6%.
Compensation in respect of the 2018 financial year
For financial year 2018, the operating profit on business activity target (representing two-thirds of variable compensation if targets are met) and the three qualitative targets related to strategy (representing one-third of variable compensation if targets are met) were unanimously approved by the Board of Directors at this same meeting on 16 February 2018, after deliberation without the Chief Executive Officer being present. They are not disclosed for reasons of privacy.
Multi-year compensation under the long-term incentive plan
At this same meeting, the Board of Directors also made use of the authorisation given by Resolution 25 adopted by the Combined General Meeting of 22 June 2016 and decided to set up a long-term incentive plan for the Group’s senior managers, covering a total of 127,000 rights to performance shares, and to grant 3,000 rights under this plan to Vincent Paris, Chief Executive Officer.
This granting of rights is subject to strict performance conditions, with performance assessed over a period of three financial years and measured against targets for organic consolidated revenue growth, operating profit on business activity (expressed as a percentage of revenue), and free cash flow. These targets are at least equal to any guidance disclosed to the market.
The Board of Directors also decided that Vincent Paris will need to retain ownership of at least 50% of the shares that will vest under this plan for his entire tenure as Chief Executive Officer.