Corporate governance report Management and Supervisory Board compensation policies for 2025 02 The performance criteria and targets are as follows: Criteria Objective Indicator Weighting Share price performance Stock performance Michelin share price must outperform the Stoxx Europe 600 index by between 0 points (threshold) and 5 points (ceiling) between 2024 and 2027 (based on average daily closing prices for the two baseline years) 20% Corporate social responsibility performance Planet The improvement in tire rolling resistance (RR)(1) must be within the range of 6% (threshold) and 7% (ceiling) in 2027 versus the 2020 baseline. 10% Planet The Renewable and Recycled Materials Rate (RRMR)(1) must be within the range of 31% (threshold) and 35% (ceiling) in 2027. 10% People Change in average employee engagement rate to range between 83.0 points (threshold) and 85.0 points (ceiling) on a like-for-like consolidated basis over a three-year period 20% Operating performance Profit Average annual growth in revenue from non-tire and distribution activities(2) to range between 2% (threshold) and 6% (ceiling) between 2025/2024, 2026/2025 and 2027/2026 20% Profit Total consolidated return on capital employed (ROCE)(3) to range between 10.5% (threshold) and 12% (ceiling) in 2027 20% (1) See the presentations of these indicators in the following sections of the 2024 Universal Registration Document: 4.6.4.1 (pp. 255-256) for renewable materials and 4.2.1.2, 4.2.2.3 and 4.2.3 (pp. 198-202) for rolling resistance; based on reported annual figures including acquisitions as from the 4th year of inclusion in the consolidated financial statements. (2) At constant exchange rates and based on a comparable scope of consolidation. (3) Including acquisitions and related goodwill, and associates & joint ventures. For all criteria, fulfillment is calculated as follows: n performance below threshold: no shares will vest; n if the minimum performance condition is met or exceeded, shares will vest on a gradual and proportional basis up to a certain ceiling. 2.3.2.4 Fringe benefits and directors' compensation Each Manager has a fringe benefit in the form of a Company car. They do not receive any compensation for serving on the Board of the Company or any Group subsidiaries. As corporate officers of the Company or MFPM, Florent Menegaux and Yves Chapot are covered by health and death/ disability insurance plans in the same way as the employees of the Company or MFPM. 2.3.2.5 Stock options No stock options are granted to the Managers by the Company or any Group subsidiaries. 2.3.2.6 Pension plans There is no specific supplementary pension plan set up for the Managers or the Chair of the Supervisory Board. Florent Menegaux, in his capacity as Chairman of MFPM, and Yves Chapot, in his capacity as General Manager of CGEM, participate in the Michelin Executive Supplementary Pension Plan described in sections 2.4.3.5 and 2.4.4.5 of this 2024 Universal Registration Document. In accordance with Government Order No. 2019-697 dated July 3, 2019, this plan has been closed to new members since July 4, 2019 and the vesting period was frozen at December 31, 2019. Under the plan rules, the vested rights of the current two Managers entitle them to capped pension benefits corresponding to a 15% replacement rate. If a Manager was no longer able to participate in the Michelin Executive Supplementary Pension Plan, he could be given the opportunity to either (i) participate in a new defined contribution plan, or (ii) build up a pension fund by receiving an initial seed capital award, in cash or shares, and annual payments. The Managers participate in the PERO mandatory pension plan in the same way as all employees of CGEM and MFPM. 114 2024 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN
RkJQdWJsaXNoZXIy NzMxNTcx