ORPEA: Information on the Compensation of the New Chief Executive Officer
The appointment of
At its meeting on
These components of his compensation were decided upon with the assistance of a compensation expert in light of ORPEA’s corporate interest, taking into account the recommendations of the Afep-Medef Code as well as market practices.
They remain subject to the approval by the 2022 General Shareholders’ Meeting of the 2022 CEO compensation policy, which will apply to him and which will be described in the Company’s 2021 Universal Registration Document.
Fixed compensation
In light of Mr. Guillot’s experience and skills, his previous level of compensation, and the practices of comparable companies (in particular the companies making up the SBF120 index), his gross annual fixed compensation has been set at
This amount is expected to be reviewed at relatively long intervals, in accordance with the Afep-Medef Code’s recommendations.
Annual variable compensation
Mr. Guillot’s gross annual variable compensation in his capacity as CEO for financial year 2022 will be
The performance conditions applicable to his 2022 annual variable compensation will be determined and disclosed in the coming weeks. However, it has already been decided that:
- The performance criteria, which will be both quantifiable and qualitative, will be defined precisely and tied in a major part to the improvement of the wellbeing of the residents;3 and
- They will include a qualitative objective relating to the presentation to the Board of Directors of a plan for the improvement and transformation of the Group.
The Board of Directors will decide on the amount of his variable compensation for financial year 2022 based on the achievement of these performance conditions, and on a pro rata basis.
Payment of this compensation will be subject to the approval of the 2023 General Shareholders’ meeting, in accordance with Article L.
Long-term compensation
The CEO may receive a long-term incentive plan for the 2022 financial year in the form of free share grants, subject to performance and presence conditions, in an amount representing
The performance conditions applicable to his long-term compensation, with a minimum duration of three years, and the lockup conditions applicable to the CEO will be decided and disclosed in the coming weeks.
By way of exception, the Board of Directors will waive the continued presence condition applicable to the compensation plan granted to the CEO for the 2022 financial year in the event of Mr. Guillot’s forced departure prior to
Severance payment
Beginning on
- He leaves
- He has the right to claim retirement benefits; or
- His departure is due to reaching the applicable age limit for serving as CEO.
Payment of this severance will be subject to compliance, duly recorded by the Board of Directors, with the conditions relating to Mr. Guillot’s performance, assessed in light of the Company’s own performance. The right to receive the severance payment, as well as its amount, will thus depend on the degree to which
-
- This amount will be reduced proportionally in the event that the average variable compensation that he has received over the prior two financial years was between
- No severance will be paid below a satisfaction rate of
By way of exception, in the event of Mr. Guillot’s forced departure, whatever the form of his departure from the position of CEO, prior to
- In the event of a departure during the 2022 financial year, the amount of Mr. Guillot’s severance payment will be equal to six months’ total gross compensation (both fixed and target variable compensation), subject to performance conditions relating to (i) ORPEA’s results, which will be defined and disclosed in the coming weeks, and (ii) Mr. Guillot’s managerial performance. Mr. Guillot’s managerial performance will be assessed solely with regard to his assignment to present a plan to the Board of Directors for the Group’s improvement and transformation; his departure will be deemed a forced departure in the event of a disagreement between
- In the event of his departure during the 2023 financial year, Mr. Guillot’s severance payment will be calculated on a pro rata basis4, subject to the degree to which he has satisfied the performance criteria applicable to the CEO’s annual variable compensation for the 2022 financial year, as set forth below:
- If the performance criteria are satisfied at a level of less than
- If the performance criteria are satisfied at a level of between
- If the performance criteria are satisfied at a level of
Other benefits
Moreover,
- A company car; and
- Coverage under the Company’s health and pension plans, on the same terms as those applicable to the category of employees with which he is associated.
In accordance with the Afep-Medef Code’s recommendations,
The CEO will not receive any types of compensation, including exceptional compensation, other than those described above. In particular, he will not receive a welcome bonus.
It is noted that Mr. Guillot’s appointment to the Board of Directors will be proposed at the 2022 General Shareholders’ Meeting, and that he will receive no compensation for his services as a director.
About
Founded in 1989,
1As compensation for the services that he will render to the Group beginning
2 Beginning in fiscal year 2023, his gross annual variable compensation may represent up to
3 The performance criteria for 2023, which will be both quantifiable and qualitative, will also be defined precisely and tied in a major part to the improvement of the wellbeing of the residents.
4 One year of gross annual compensation (fixed and variable) in the event of departure before
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Investor Relations
EVP Communication and Investor Relations
s.grobet@orpea.net
Investor Relations Director
Investor Relations
NewCap
Dusan Oresansky
Tel.: +33 (0)1 44 71 94 94
orpea@newcap.eu
Media Relations
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