Saint-Gobain // Universal Registration Document 2021

5

Corporate governance Compensation of the management and governing bodies

Performance Share Plans 2.4.2 Performance share plans have been set up by the Board of Directors every year since 2009. Under the authorization granted by the twenty-fourth Resolution of the General Shareholders’ Meeting of June 6, 2019, at its meeting of November 25, 2021 the Board of Directors resolved to implement a performance share plan, following analysis and the recommendation of the Nomination and Remuneration Committee. This plan covers 2,513 managers and officers of the Group in France and abroad, who were granted a total of 1,184,475 performance shares (including the grant to the Chief executive officer). It should be noted that, as in 2020, no stock option plans or performance units were put in place in 2021, as all beneficiaries received performance shares. The duration of the vesting period was set at four years, with delivery of the shares to occur on the fourth day after the close of this period. The performance criteria applicable to the performance share plan implemented on November 25, 2021, applicable for both the Chief executive officer and the Group's managers and officers, include, as has been the case since 2015, an internal performance condition linked to Saint-Gobain Group’s Return on Capital Employed, including goodwill, and a performance condition linked to the performance of the Saint-Gobain stock price compared to the performance of the CAC 40 stock market index. Furthermore, following dialog with investors, the long term compensation plans put in place since 2017 by the Board of Directors, on the proposal of the Nomination and Remuneration Committee, now include a criterion relating to Corporate Social Responsibility. These criteria have been considered relevant by the Board of Directors as they reflect the operational, financial and non-financial performance of the Saint-Gobain Group and ensure an alignment of the beneficiaries with the interest of Saint-Gobain shareholders.

The vesting of performance shares under the plan set up in November 2021 is therefore subject to the following conditions cumulatively: service condition : to be an employee or a company ■ Director of a Saint-Gobain Group company throughout the entire duration of the vesting period, without interruption, except in a number of specific cases such as death, disability (as defined in paragraphs (2) and (3) of Article L.341-4 of the French Social Security Code), no-fault termination, negotiated departure, retirement, transfer to another position within the Group, or change of control of the grantee’s host company to outside the Group; performance condition linked to the following three ■ criteria: 60% of the shares initially allocated are subject to the ■ criteria of Return on Capital Employed, including goodwill, of the Saint-Gobain Group (ROCE); 20% of the shares initially allocated are subject to a ■ criterion linked to the performance of the Saint-Gobain stock price versus the performance of the CAC 40 stock market index, and 20% of the shares initially allocated are subject to a ■ criterion linked to Corporate Social Responsibility. This criterion, resulting from dialogue with investors, comprises the following three indicators, all quantifiable and published each year as key CSR indicators: the rate of reduction of CO 2 emissions (10% of the shares initially allocated), the total recordable accident rate – more than 24 hours’ lost and non-lost time (TRAR), and the senior executives diversity index (5% of the shares initially allocated to each of them). However, the first 100 shares granted to each beneficiary other than Executive Committee members will be exempt from the performance conditions.

ROCE performance will be calculated as follows:

Arithmetic average of ROCE for the years 2022, 2023 and 2024

Percentage of shares initially granted, contingent upon the ROCE ( i.e . 60% of grant), vested

Greater than 13.5%

All

Between 12% and 13.5%

50% +50%*[(Arithmetic average of ROCE for 2022, 2023 and 2024 -12%)/ (13.5%-12%)]

Equal to 12%

50%

Between 11% and 12%

50%*[(Arithmetic average of 2022, 2023 and 2024 ROCE – 11%)/ [12%-11%)]

11% or less

None

The reasoning behind the criteria used to calculate and 2024 is less than or equal to 11%. Finally, if the performance is based, for ROCE, on the objective arithmetical average of ROCE for 2022, 2023 and 2024 is announced at the Capital Markets Day on October 6, 2021, equal to 12%, i.e., if the objective is reached within the of an average annual ROCE of between 12% and 15% for range of 12% to 15% announced at the Capital Markets Day, the period 2021-2025. Even though the objective is it was decided to allocate only 50% at this level, with a reached from 12%, an ambitious criterion has been set - i.e. linear progression between 11% and 12% and then between 13.5% - for 100% of the shares initially allocated to vest. 12% and 13.5%. These criteria reflect the Group's Despite the history of ROCE rates, which only reached 11% performance conditions, which will only definitively in 2019 (excluding the 2021 situation), it was decided to allocate 50% of the shares with an ROCE of 12% - and grant 0% if the arithmetic average of ROCE for 2022, 2023 therefore if the target is reached.

SAINT-GOBAIN UNIVERSAL REGISTRATION DOCUMENT 2021 216

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