Final vesting of these shares is subject to achievement of performance conditions which will be recorded at the end of a four-year vesting period as from the grant date.
The number of fully vested shares will depend on growth in comparable cosmetics sales compared to the growth of a panel of competitors, which consists in 2023 of Unilever, Procter & Gamble, Estée Lauder, Shiseido, Beiersdorf, Kenvue (formerly known as “Johnson & Johnson”), Henkel, LVMH, Kao, and Coty (40%); on the growth in the Group’s consolidated operating profit (40%); on the achievement of environmental and social responsibility commitments made by the Group as part of the L’Oréal for the Future programme (15%) and on a gender balance target in strategic positions including the Executive Committee (5%).
The calculation will be based on the arithmetical average for the three full financial years of the vesting period. The first full year taken into account for assessment of the performance conditions relating to this grant is 2023.
As regards all the free shares granted pursuant to the criterion relating to net sales, in order for these to finally vest at the end of the vesting period, L’Oréal must outperform the average growth in net sales of the panel of competitors. Below this level, the grant decreases. If L’Oréal’s comparable growth in net sales is lower than the average growth in net sales of the panel of competitors, no shares will be finally vested under this criterion.
Pursuant to the criterion relating to operating profit, in order for all the free shares granted to finally vest at the end of the vesting period, a level of growth defined by the Board but not made public for confidentiality reasons, must be achieved or exceeded. Below this level, the grant decreases. If the operating profit does not increase in absolute value over the period, no share will finally vest pursuant to this criterion.
With regard to the criterion of fulfilling commitments made under the L’Oréal for the Future programme, in order for all the free shares granted to be finally vested by the beneficiaries at the end of the vesting period, an average of 70% of the L’Oréal for the Future Commitments must be achieved during the vesting period. Below this level, the grant decreases. No shares will vest if the average level of achievement for the L’Oréal for the Future Commitments falls below 55%.
With regard to the criterion of gender balance in strategic positions, in order for all the free shares granted to be finally vested by the beneficiaries at the end of the vesting period, the average proportion of employees of each gender in strategic positions must be at least 40%. Below this level, the grant decreases. No shares will vest in relation to this criterion if the average representation of one of the sexes is less than 35% over the vesting period.
The figures recorded year on year to determine the levels of performance achieved are published in chapter 7.
This Plan enabled 650,580 performance shares (ACAs), i.e. 0,1% of the share capital, to be granted to 2,763 beneficiaries.
The conditional grant of performance shares benefiting Mr Nicolas Hieronimus in 2023 represents 2.61% of the total number of performance shares granted and 0.003% of the share capital as at 9 October 2023.
In addition, as a corporate officer, Mr Nicolas Hieronimus will retain 50% of the shares that will finally vest at the end of the vesting period in registered form until the end of his term of corporate office.
Furthermore, Mr Nicolas Hieronimus has undertaken not to use risk hedging instruments.
It is reminded that Mr Nicolas Hieronimus was not awarded any other long-term incentives in 2023.
Mr Nicolas Hieronimus does not receive any remuneration as Director. He does not receive any remuneration as a Director of the Group companies.
Mr Nicolas Hieronimus continues to benefit, because of his classification as a senior manager during his term of office, from the additional social protection schemes and, in particular, the defined contribution pension scheme, and the employee benefit and healthcare schemes applicable to the Company’s employees.
The amount of the employer’s contributions to the employee benefit and healthcare schemes for 2023 amounted to €4,521.96, and the amount of the employer’s contribution to the Defined Contribution Pension scheme amounted to €6,818.76.
Under the Defined Contribution Pension Scheme (“L’Oréal RCD”, as described in chapter 4), the rights of which are strictly proportional to the contributions paid, and which benefits all employees of L’Oréal in France, the estimated amount of Mr Nicolas Hieronimus’s annual retirement pension at 31 December 2023 would be a gross amount of €5,945.
As for all other senior managers of the Group, the pension resulting from the employer contributions of the L’Oréal RCD will be deducted from the amount of the Pension Cover for the calculation of the life annuity potentially due under this plan so that these benefits are not combined.
As a reminder, the lifetime risk related to the plans resulting from Article 83, 2° of the French General Tax Code is borne by the insurer.
At its meeting of 9 February 2023, and on the recommendation of the Human Resources and Remuneration Committee, the Board of Directors decided to maintain Mr Jean–Paul Agon’s annual fixed compensation at the gross amount of €1,600,000.
The Chairman of the Board benefits from the same employee benefit scheme as the senior managers of the Company. The amount of employer contributions to employee benefit plans was €3,671.16.
