Danone // 2020 Universal Registration Document
6 corporate governance 6.3 Compensation and benefits of governance bodies DANONE UNIVERSAL REGISTRATION DOCUMENT 2020 261 Compensation for Directors Annual compensation paid or granted, as well as benefits in kind granted in 2019 and 2020 to the Board members (Table 3 of Annex 4 of the AFEP-MEDEF Code on the corporate governance of listed companies) As the compensation of the Chairman and Chief Executive Officer has already been presented in detail earlier in this document, it is not included in the following table. It should also be noted that, in a spirit of solidarity, the Directors decided at the Board meeting of May 19, 2020 to forego all of their second-half 2020 compensation. As a reminder, the Board met five times in the second half of the year, i.e. the average number of Board meetings held each year. The total amount of Director compensation they would have been granted had they not foregone their second-half compensation is €471,000. Accordingly, only the compensation due for first-half 2020 was granted to them for the fiscal year ended December 31, 2020. 2019 2020 (in €) Compensation for directorship (a) Other compensation Compensation for directorship (a) Other compensation Name Amounts paid (b) Amounts granted (c) Amounts paid Amounts granted Amounts paid (b) Amounts granted (c) Amounts paid Amounts granted Guido BARILLA 54,000 47,000 − − 62,000 33,000 − − Cécile CABANIS − − 1,738,205 (d) 1,738,955 (e) − − 1,752,699 (f) 1,650,699 (g) Gregg L. ENGLES 31,000 38,000 − − 59,000 26,000 − − Clara GAYMARD 41,000 48,000 − − 71,000 42,000 − − Michel LANDEL 145,000 148,000 − − 179,000 98,000 − − Gaëlle OLIVIER 53,000 48,000 − − 67,000 38,000 − − Benoît POTIER 77,000 80,000 − − 111,000 58,000 − − Franck RIBOUD 33,000 25,000 1,441,425 (h) − 40,000 26,000 1,452,524 (h) Gilles SCHNEPP (i) N/A N/A N/A N/A N/A N/A N/A N/A Isabelle SEILLIER 45,000 36,000 − − 49,000 28,000 − − Jean-Michel SEVERINO 85,000 65,000 − − 88,000 50,000 − − Virginia A. STALLINGS 97,000 84,000 − − 87,000 42,000 − − Serpil TIMURAY 77,000 76,000 − − 83,000 42,000 − − Lionel ZINSOU-DERLIN 69,000 64,000 − − 95,000 54,000 − − Total 807,000 759,000 3,179,630 1,738,955 991,000 537,000 3,205,223 1,650,699 (a) Gross amount due in the fiscal year before the withholding tax. (b) Amounts granted for the second half of the previous fiscal year (paid in February) and for the first half of the fiscal year in question (paid in August). (c) Amounts allocated during the fiscal year in question. (d) The annual compensation noted above includes fixed and variable annual compensation, benefits in kind, profit-sharing and the payment of the 2016 GPU. (e) In addition to the compensation noted above (which includes fixed and variable annual compensation, benefits in kind, profit-sharing and the payment of the 2016 GPU, 7,350 GPU and 11,029 GPS (up to 11,580 GPS if the continuous employment condition is fulfilled, the performance condition related to free cash flow is fully achieved, the environmental condition is fully achieved and the sales performance condition is exceeded) were granted to her in 2019. (f) The annual compensation noted above includes fixed and variable annual compensation, benefits in kind, profit-sharing and the payment of the 2017 GPU. (g) In addition to the compensation noted above (which includes fixed and variable annual compensation, benefits in kind, profit-sharing and the payment of the 2017 GPU), 7,350 GPU and 13,830 GPS (up to 14,522 GPS if the continuous employment condition is fulfilled, the performance condition related to free cash flow is fully achieved, the environmental performance condition is fully achieved and the sales performance condition is exceeded) were granted to her in 2018. (h) T hese amounts correspond to the annual pension amount due in 2018 and 2019, whose payments are made at the end of the term. (i) As Mr. Gilles SCHNEPP was co-opted as Director by the Board of Directors meeting in December 2020, at the Board’s last meeting of the year, he did not receive any compensation in fiscal year 2020 and was not granted any compensation for that same year. The Directors representing employees have an employment contract with Danone and therefore, in that capacity, receive compensation that is unrelated to their duties on the Board and so is not stated. In accordance with the compensation policy for Directors, they do not receive any compensation for their directorship.
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