Free translation for information purposes only
Information relating to the 2021 compensation policy applicable to the Deputy Chief Executive Officer
It is noted that during the second half of 2019, the Board of Directors of Valeo started working, under the guidance of the Governance, Appointments & Corporate Social Responsibility Committee, on a comprehensive process to decide on a succession plan for Jacques Aschenbroich. This plan,
unanimously approved by the Board of Directors of Valeo at its meeting held on October 27, 2020 and disclosed on the same day follows the decision taken by the Board of Directors, within the context of
Jacques Aschenbroich's reappointment as Director at the General Meeting held on May 23, 2019, to implement the separation of the roles of Chairman and Chief Executive Officer within two years.
In accordance with this succession plan, Jacques Aschenbroich will continue to act as Chairman of the
Board of Directors until the end of his current term of office as Director, i.e. until May 2023, with specific missions which aim to ensure a smooth transition with Christophe Périllat, previously the Chief
Operating Officer of Valeo, who will succeed Jacques Aschenbroich in his role as Chief Executive
Officer of the Company from January 2022.
In this context, Christophe Périllat was appointed as Associate Chief Executive Officer (Directeur
Général Adjoint) of Valeo as of October 27, 2020 and until the Annual General Shareholders' Meeting to be held on May 26, 2021. It is expected that on that date the Board of Directors will appoint him as
Deputy Chief Executive Officer (Directeur Général Délégué) of Valeo and his employment contract will be suspended for the duration of his term of office as Deputy Chief Executive Officer and until his appointment as Chief Executive Officer, at which date his employment contract will be terminated. The appointment of Christophe Périllat as a Director of Valeo will also be put to the General Meeting which will be held on May 26, 2021.
At its meeting held on March 24, 2021, the Board of Directors, on the recommendation of the
Compensation Committee, set the compensation policy for the Deputy Chief Executive Officer (the
"2021 Compensation Policy for the Deputy Chief Executive Officer"), as summarized below.
In accordance with Article L. 22-10-8 (former Article L. 225-37-2) of the French Commercial Code,
the General Shareholders' Meeting of May 26, 2021 will be called upon to approve the elements of the
2021 Compensation Policy for the Deputy Chief Executive Officer (ex ante vote).
1.
Annual fixed compensation
At its meeting held on March 24, 2021, on the recommendation of the Compensation Committee, the
Board of Directors set the annual fixed compensation of the Deputy Chief Executive Officer at
EUR 725,000 which corresponds to the same level as that of Chief Operating Officer and Associate
Chief Executive Officer (since October 27, 2020).
2.
Annual variable compensation
The Board of Directors, on the recommendation of the Compensation Committee, set the following quantifiable and qualitative criteria, identical to those applicable to the variable compensation of the
Chairman and Chief Executive Officer for the 2021 financial year:
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four quantifiable criteria: (i) EBITDA, (ii) free cash flow, (iii) net income and (iv) Group order intake;
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