02 Corporate governance report Management and Supervisory Board compensation policies for 2025 2.3.3.2 Supervisory Board members The challenges facing Michelin, such as developing innovative technologies, managing risks and deploying its strategy, require its senior executives and corporate officers to increase their levels of expertise. The Supervisory Board members devote an increasing amount of time to their Board responsibilities, not only to fulfill their legal and statutory duties, but also due to (i) the steady increase in their workload as members of the Committees of the Board (Audit Committee, CSR Committee, Compensation and Appointments Committee) and (ii) the requirement for them to participate in ongoing training, especially on emerging issues such as AI and cybersecurity, adaptation to climate change, and changes in terms of corporate social responsibility. The conclusions of the periodic assessments of the Board’s practices, the observations of its independent members as reported by the Senior Independent Member, and the growing range of topics that they are called on to examine, all attest to the Board member’s high quality long-term commitment to the Company and its shareholders. Michelin is concerned by the need to offer competitive rates of compensation to the Supervisory Board members and therefore reviews their compensation at intervals that are consistent with their terms of office, unless there is a compelling reason to bring the review forward. To take into account the current and future increase in the number of Supervisory Board meetings, and the growing participation of its members in the work of the Committees of the Board as well as in coordinating this work, the Supervisory Board intends to recommend to the Annual Shareholders Meeting (13th resolution) an adjustment in the total amount payable to its members as from 2025 to €1,150,000 from €950,000 currently (amount set three years ago at the Annual Shareholders Meeting of May 13, 2022. The proposed new amount is below the average total compensation awarded to the boards of comparable CAC 40 industrial groups(1). The new ceiling would not lead to any change in the other components of the 2025 compensation policy compared to the previously-approved policy: n the following amounts of the individual components paid to the Supervisory Board members would be unchanged from 2024 and would not be increased: l allocation of a basic amount of €50,000 to each member; l allocation of additional amount no. 1 to each member who sits on a Committee of the Supervisory Board and participates in its work (€20,000); l allocation of additional amount no. 2 to each member who serves as Chair of a Committee of the Supervisory Board and participates in its work, (€35,000 or €40,000 for the Chair of the Audit Committee), (recipients of this additional amount no. 2 are not entitled to additional amount no. 1 for their participation in the Committee's work); l allocation of additional amount no. 3 to the Senior Independent Member of the Supervisory Board (€15,000); l allocation of additional amount no. 4 to Supervisory Board members who live outside France on a permanent basis (€10,000, prorated to their physical attendance at meetings of the Board and its Committees). n payment of 60% of the total amount receivable (basic amount and additional amounts defined for no. 1 and no. 4)(2) will depend on the member's attendance rate at meetings of the Supervisory Board and of any Committees of which he or she is a member that are scheduled at the start of the year; n the attendance rate and the corresponding allocation of annual compensation for a given year will be carried out by the Compensation and Appointments Committee then approved by the Supervisory Board during the first quarter of the following year; n the compensation will be paid during the first half of the year following the one to which it relates, provided that the resolution on the disclosures required by Article L. 22-10-9 of the French Commercial Code has been approved by the Annual Shareholders Meeting called to approve the financial statements for the year preceding the one to which the compensation relates. (1) Based on information available or estimated for the Boards of the following companies: Airbus, Air Liquide, Danone, Engie, Legrand, Stellantis, Renault, STMicroelectronics, Valeo, Wordline. (2) In the case of the Chairs of the Committees and the Senior Independent Member, this attendance requirement would not apply to amounts no. 2 and no. 3, due to their specific duties and resulting additional workload. 117 2024 UNIVERSAL REGISTRATION DOCUMENT_MICHELIN
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