Free translation for information purposes only
Information relating to Christophe Périllat's compensation for his role as Chief Executive
Officer in anticipation of the separation of the roles of Chairman of the Board of Directors and
Chief Executive Officer planned from January 2022
At its meeting held on October 27, 2020, the Board of Directors approved the succession plan for
Jacques Aschenbroich according to which Christophe Périllat will succeed him in his role as Chief
Executive Officer of Valeo from January 2022. It is noted that as from the appointment of Christophe
Périllat as Chief Executive Officer, his employment contract will be terminated, in accordance with the recommendations of the AFEP-MEDEF Code.
At its meeting held on March 24, 2021, and on the recommendation of the Compensation Committee,
the Board of Directors set the compensation policy of the Chief Executive Officer in anticipation of the separation of the roles of Chairman of the Board of Directors and Chief Executive Officer planned for
January 2022, as summarized below.
The compensation policy of the Chief Executive Officer (following the separation of the roles of
Chairman of the Board of Directors and Chief Executive Officer) was set by the Board of Directors, on the recommendation of the Compensation Committee, taking into consideration the current compensation of Christophe Périllat and the compensation and other benefits of Jacques Aschenbroich as Chief Executive Officer of Valeo before the merger of the roles of Chief Executive Officer and
Chairman of the Board of Directors in February 2016 (while taking into consideration the evolution of the market). The Board of Directors also relied on a benchmark study carried out by an external advisor
(Willis Towers Watson) on compensation practices for similar roles in a sample of CAC 40 and
SBF 120 companies, excluding finance and luxury sector companies1.
In accordance with Article L. 22-10-8 (former Article L. 225-37-2) of the French Commercial Code,
the Shareholders' Meeting of May 26, 2021 will be called upon to approve the elements of the compensation policy of the Chief Executive Officer in anticipation of the separation of the roles of
Chairman of the Board of Directors and Chief Executive Officer (ex ante vote) planned for
January 2022.
1. Annual fixed compensation
At its meeting held on March 24, 2021, the Board of Directors, on the recommendation of the
Compensation Committee, set the annual fixed compensation of the Chief Executive Officer at
EUR 975,000.
2. Annual variable compensation
The maximum amount of the Chief Executive Officer's variable portion, will be set at 120% of his annual fixed compensation which corresponds to the same level as that the Chief Operating Officer, the
Associate Chief Executive Officer (Directeur Général Adjoint) and the Deputy Chief Executive Officer
(Directeur Général Délégué).
The maximum amount of annual variable compensation (120% of annual fixed compensation) is contingent on the achievement of ambitious objectives to be set by the Board of Directors at a later stage, on the recommendation of the Compensation Committee, and submitted for approval at the 2022
1
The CAC 40 and SBF120 Panel, excluding finance and luxury sector companies, is available on the
Company's website (www.valeo.com), under "Corporate Governance".
General Shareholders' Meeting called upon to approve the elements of the 2022 compensation policy of the Chief Executive Officer.
3. Long-term compensation policy Performance shares
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