LEGRAND / 2018 Registration document

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

CORPORATE GOVERNANCE

COMPENSATION AND BENEFITS OF COMPANY OFFICERS

2014 Performance Unit Plan

“External” financial performance criterion

Payment rate (1)

0%

100%

150% Actual: 81.4%

Average difference, in favor of Legrand, between Legrand’s EBITDA margin and the MSCI average over a three-year period

Lower than or equal to 4 points

Equal to or highter than 10.5 points

Equal to 8.3 points

Actual: 7.5 points

(1) For any point between the limits given in the table above, the payment rate is calculated on a straight-line basis.

“Internal” financial performance criteria

Payment rate (1)

0%

100%

150% Actual: 102.9%

Average normalized free cash flow as a percentage of sales over a three-year period

Lower than or equal to 9.4% Equal to 12.8%

Equal to or higher than 14.5%

Actual: 12.9%

(1) For any point between the limits given in the table above, the payment rate is calculated on a straight-line basis.

Overall achievement rate of the 2014 Performance Unit Plan: 92.2% of the target and 61.5% of the maximum.

Methodology for indexing the value of vestedFuturePerformanceUnits to the sharepriceduring the additional two-year lock-in period

Under the 2014 Performance Unit Plan , the value of each Future Performance Unit is equal to €60.33, corresponding to the average daily closing price of Legrand shares on NYSE Euronext Paris during the two-year lock-in period. The change in the calculation of each unit’s value compared with the 2013 Performance Unit Plan aims to ensure that long-term variable compensation is closely connected to the company’s share price performance. At the end of the two-year lock-in period, the amount to be paid to Mr. Gilles Schnepp will be equal to the unit value of his Future Performance Units, plus an amount equivalent to dividends per share paid on Legrand shares during the two-year lock-in period and capitalized over said period and then multiplied by the number of Future Performance Units held by Mr. Schnepp. As stated, the amount that will be paid to Mr. Gilles Schnepp may not, in any event, exceed 150% of his fixed compensation.

An additional two-year lock-in period is required after the three-year vesting period, during which no payment may be made in respect of the Future Performance Units. During this period, the value of the Future Performance Units is indexed to the Legrand stock price. Under the 2013 Performance Unit Plan , the value of Future Performance Units is equal to €63 each, Legrand’s closing share price on NYSE Euronext Paris on the last day of the two-year lock-in period, i.e. on March 7, 2018. The total theoretical amount calculated (on the basis of the future performance criteria achievement rate of 100.2% and the share price of €63), which is €1,237,670.28, has been capped at €937,500 in accordance with the rule mentioned on pages 172-173 of the 2013 registration document.

6

223

LEGRAND

REGISTRATION DOCUMENT 2018

Made with FlippingBook Annual report