Company officers’ remuneration and interests

Remuneration policy for company officers

Remuneration policy for Board members

Overall structure of the remuneration package

The Company’s directors receive remuneration for their service as members of the Board and its committees and for their involvement inthe work carried out by these bodies. The maximum aggregate amount of remuneration paid to Board members was set at €1,600,000by resolution of the shareholders at the Shareholders’ General Meeting of 17 April 2019. This limit applies to the remuneration paid todirectors for one calendar year, regardless of the date of payment. It does not include remuneration paid to executive company officersserving on the Board, who receive remuneration only as provided by the policy mentioned in paragraph 4.1.2 below, nor that paid todirectors representing employees as part of their employment. Remuneration received by directors is paid twice each year in arrears aftersix months of completed service.

The guidelines for the allocation of remuneration paid to directors, as adopted by the Board on 8 February 2023 following proposals from the Remuneration Committee, are as follows:

  • At the outset, Board members receive annual fixed remuneration consisting of: 
    • basic remuneration equal to €26,500 for each Director;
    • with additional remuneration of:
      • €55,000 for the Lead Director,
      • €20,000 for Board committee chairmen,
      • €10,000 for Audit Committee members,
      • €5,500 for Remuneration Committee members,
      • €5,500 for Appointments and Corporate Governance Committee members,
      • €4,000 for permanent members of the Strategy and CSR Committee.
  • Directors also receive annual variable remuneration equal to:
    • €3,500 for each Board meeting during the year at which they are physically present. If more than one Board meeting is held on the same day, this fee is paid only once, with the exception of the two meetings held before and after the Shareholders’ General Meeting, when directors receive two payments, their amounts depending on the manner of participation in these meetings.
    • €1,500 for each meeting of a Board committee during the year at which they are physically present. If a committee holds more than one meeting on the same day, this fee is paid only once.
      The €1,500 amount is paid to any director participating on a voluntary basis in person at a meeting of the Strategy and CSR Committee.
    • Any director taking part in a meeting of the Board or any of its committees remotely via videoconferencing or audio conferencing is entitled to receive variable remuneration determined as follows:
      • The fee per meeting is equal to 100% of the amount to which the director would have been entitled for being physically present at the meeting, up to a maximum of two meetings of the Board and two meetings of the Strategy and CSR Committee.
      • The fee per meeting is halved for meetings of the Board and of the Strategy and CSR Committee in excess of the two-meeting limit mentioned above and for all meetings of the other committees.
    • Provided they are physically present at meetings of the Board or of any of its committees, additional amounts are paid to directors as follows:
      • €1,000 per meeting for directors who reside elsewhere in Europe,
      • €6,000 per meeting for directors who reside outside Europe.

If the Board or any of its committees holds more than one meeting on the same day, this additional amount is paid only once.

Directors are entitled to the reimbursement of expenses they have incurred in the exercise of their duties and, in particular, any travel and accommodation costs connected with attending meetings of the Board and its committees.

Items of remuneration subject to shareholder approval in accordance with Article L.22-10-8 II of the FrenchCommercial Code

At the Shareholders’ General Meeting of 17 April 2025, in accordance with the provisions of Article L.22-10-8 II of the French Commercial Code, shareholders will be asked to vote on the remuneration policy for Board members, as presented above.

 

Remuneration policy for executive and non-executive officers

Overall structure of the remuneration package

In light of its decision to separate the roles of Chairman of the Board and Chief Executive Officer after the Shareholders’ General Meeting called in 2025 to approve the 2024 financial statements, the Board established as follows the remuneration policies applicable to:

  • the Chairman and Chief Executive Officer for the period from 1 January 2025 until the date when these two roles are separated,

  • the Chairman of the Board once the two roles have been separated,

  • the Chief Executive Officer upon his appointment.

Under the policies applicable to the Chairman and Chief Executive Officer (from 1 January 2025 until the end of his term of office in 2025) and to the future Chief Executive Officer (for the duration of his term of office), remuneration will include a short-term fixed component, a short-term variable component and, solely for the future Chief Executive Officer, a long-term variable component. All three of these remuneration components are detailed below. Under the policy applicable to the Chairman of the Board, remuneration will consist exclusively of a short-term fixed component.

These remuneration components are deemed to include any other remuneration received as a Director of the Company.
 

General remuneration policy for executive and non-executive officers

Policy applicable to the combined Chairman
and CEO

Policy
applicable 
to the
separate CEO

Policy applicable to the separate Chairman

Item of annual remuneration Type of 
payment
Maximum amount  Upper limit Performance conditions Performance 
indicators
Amount on an annual basis Amount 
on an annual basis
Amount
on an annual basis

Short-term fixed component 

(para. 4.1.2.2)

Paid in cash in the current calendar year in 12 monthly instalments Set by the Board Not applicable No Not applicable €1,300,000 €1,300,000 €900,000
Short-term variable component (§ 4.1.2.3) Paid in cash in the calendar year following its approval at the Shareholders General Meeting Ranging from nil to the upper limit of the short-term variable component Up to 160% of the fixed component, determined by the Board Yes  

Upper limit:

160% of the fixed component,
i.e. €2,080,000 on an annual basis

Upper limit:
150% of the fixed
component,
i.e. €1,950,000 on
an annual basis
Not applicable
Earnings per share attributable to owners of the parent 60% 60%

Not applicable

 

Recurring operating income
Ebitda adjusted for changes in working capital requirement (WCR) and current provisions
Managerial performance indicators 15% 15%
ESG performance indicators 25% 25%
Total short-term variable component 100% 100%  
Long-term variable component
(§ 4.1.2.4)
Award of VINCI shares or units that vest after three years, subject to continued service Number of shares or units set by the Board 100% of the upper limit for short-term remuneration (fixed and variable) Yes   Not applicable Upper limit: 
number of shares
corresponding to
a value capped at 100% of the total of fixed remuneration plus
the upper limi
of
the short-term
variable component
Not applicable
Economic criterion Not applicable 50% Not applicable
Stock market performance criterion 12.5%
Debt management criterion 12.5%
ESG criteria 25%
Total long-term variable component 100%

Short-term fixed component

VINCI SA’s executive and non-executive officers receive fixed remuneration

Executive officers

Chairman and Chief Executive Officer: At the Board meeting of 3 February 2022, the short-term fixed component of the Chairman and Chief Executive Officer’s remuneration was set at €1,300,000 per year for the duration of his term of office, with effect from the date of the 2022 Shareholders’ General Meeting held on 12 April 2022. It is payable in 12 monthly instalments and will be paid on a pro rata basis in 2025.

Chief Executive Officer: At the Board meeting of 6 February 2025, the short-term fixed component of the future Chief Executive Officer’s remuneration from the date of his appointment was set at €1,300,000 per year for the duration of his term of office. It will be paid in 12 monthly instalments and on a pro rata basis in 2025.

Non-executive officer

Chairman of the Board: At the Board meeting of 6 February 2025, the short-term fixed component of the Chairman of the Board’s remuneration once the two roles have been separated was set at €900,000 per year from the date of his appointment and for the duration of his term of office. It will be paid in 12 monthly instalments and on a pro rata basis in 2025. 

 

Short-term variable component

Executive officers

VINCI SA’s executive officers receive short-term variable remuneration based on the level of performance achieved, as noted by the Board at the end of the year in question. This component of remuneration will only be paid if the corresponding resolution is passed at the Shareholders’ General Meeting (known as an “ex-post” vote).

The criteria for determining the short-term variable component are selected to take account of the Group’s all-round performance. To this end, they fall into three categories, relating respectively to economic and financial, managerial, and environmental, social and governance (ESG) factors.

The rationale for choosing these indicators is given below. The amount of the short-term variable component is equal to the sum of the bonuses determined after applying these criteria.

Type of performance
indicator
Indicator Relevance of indicators and how they are used

Economic and financial performance indicators

Upper limit: 60% of the upper limit for the short-term variable component

Earnings per share

These three indicators reflect the quality of the Group’s economic and financial management from different complementary angles.

A bonus is associated with each economic and financial performance indicator. The amount of each bonus ranges from 0% to 120% of an amount (considered the “reference amount”) equal to one-third of an amount corresponding to 60% of the upper limit for the short-term variable component, depending on the year-on-year change in the corresponding indicator. The bonus will be 0% of the reference amount if a decrease of 10 percentage points or more is recorded, 100% of the reference amount if an increase of at least 5 points is recorded, and it can reach 120% of the reference amount if an increase of at least 20 percentage points is recorded. An incremental scale applies between the two limits of this range.

In all cases, the sum of the three bonuses is capped at an amount equal to 60% of the upper limit for the short-term variable component.

Recurring operating income
Ebitda adjusted for changes in working capital requirement (WCR) and current provisions

Managerial performance indicators

Upper limit: 15% of the upper limit for the short-term variable component

Stability or increase in the proportion of revenue generated outside France This indicator aims to maintain a focus on the geographical balance of the Group’s activities.
Managerial performance and dialogue with stakeholders This indicator reflects the Board’s assessment of the extent to which its priorities have been met, depending on the issues it feels merit particular attention.

CSR performance indicators

Upper limit: 25% of the upper limit for the short-term variable component

Environment 8%

As the Group is in a position to actively reduce upstream and downstream Scope 1 and 2 emissions, the Board continually tracks and assesses the Group’s progress on its emissions reduction trajectory.

 

However, it can only seek to influence the various stakeholders (customers, partners, suppliers) to which its Scope 3 emissions are attributed, encouraging them to make responsible investments or use the infrastructure assets the Group manages in a way that respects the environment. The Board aims to ensure that significant efforts are being made to this end across the Group’s business lines.

Monitoring of reductions 
in Scope 1 and 2 CO2 emissions
Managerial efforts to reduce Scope 3 CO2 emissions expressed in terms of intensity relative to revenueWorkforce safety and engagement
Workforce safety and engagement 11% The Board has set continuous improvement in the effectiveness of the Group’s occupational health and safety policies as a key priority. Its specific goals are to reduce workplace accident frequency and severity rates, while also encouraging efforts to implement best practices on the ground.
Reduction in the workplace accident frequency rate  
Reduction in the workplace accident severity rate
Quality and deployment of safety management policies
Greater female representation on leadership bodies Achieving greater female representation on leadership bodies is important yet challenging given the industries in which the Group operates.
The Board has set a target and a time frame within which to achieve this objective.
Governance and compliance 6% This indicator is used by the Board to assess the implementation of the succession plan for the Chief Executive Officer, paying particular attention to how well the governing bodies are functioning.

At the start of a given year, the Board sets goals, applying a weighting coefficient to those considered as priorities. As part of this overall policy, the Board reserves the option to modify the indicators in use, whether in relation to their type or how they are applied, when it believes the circumstances justify such a move, provided that the reasons for the changes are outlined at the Shareholders’ General Meeting in which shareholders are asked to vote on the remuneration of the individuals concerned. The Board reaches its decisions when examining the financial statements for the prior year, once it has reviewed the recommendations of the Remuneration Committee and given Board members the opportunity to discuss matters in the absence of any executive officer.

At its meeting of 6 February 2025, the Board established the guidelines for the application of performance indicators for 2025 as shown in the table below:


 

 

Given the level of operating cash flow achieved by the Group at the end of 2023, the Board decided that economic and financial performance indicators for 2024 will be evaluated in relation to the annual average of each indicator as noted at 31 December 2022 and 31 December 2023. In addition, the Board decided that these three indicators will be adjusted for the impact of the new levy on long-distance transport infrastructure operators introduced by France’s Finance Law for 2024 (Law 2023-1322 of 29 December 2023).

With respect to managerial performance, the Board will review in particular the balance of the Group’s geographic exposure and the assistance provided by the Chairman and Chief Executive Officer in support of the managerial transition.

With respect to ESG performance, the CDP indicator has been replaced to provide a better fit with the Group’s environmental ambition and the corporate governance indicator has been maintained so as to continue tracking the work relating to the succession plan for the executive company officer and the related governance matters.

The Board and its committees ensure that all-round performance is evaluated by taking into account progress against targets for each ofthe selected performance indicators.

At the start of a given year, the Board sets goals, applying a weighting coefficient to those considered as priorities. The Board reserves the option to modify the indicators in use, whether in relation to their type or how they are applied, when such a move is, in its view, justified by the circumstances, provided that the reasons for these changes are outlined at the Shareholders’ General Meeting in which shareholders are asked to vote on the remuneration policy for the individual concerned. The Board reaches its decisions in conjunction with its examination of the financial statements for the prior year, after reviewing the recommendations of the Remuneration Committee and after having given Board members the opportunity to pursue discussions without any executive company officers being present.

Long-term variable component

The remuneration of executive company officers includes a long-term portion intended to align the interests of the beneficiaries with those of shareholders, taking a multi-year perspective.

To this end, the Board carries out an analysis each year to determine the appropriate structure of the award for this component. It may be comprised of physical or synthetic VINCI shares and may be granted either under a plan set up in accordance with ordinary law or underany other plan permitted by law. Since 2014, all awards to VINCI SA’s executive company officers have been granted in accordance with ordinary law and satisfied using existing VINCI shares (and therefore not in accordance with Article L.225-197-1 of the French CommercialCode due to regulatory constraints).

The fair value measurement for these awards (under IFRS 2) is capped, at the time they are decided by the Board, at 100% of the total of fixed remuneration plus the upper limit of short-term variable remuneration. Vesting of these awards is subject to:

  • Performance conditions evaluated over a period of three years. This performance evaluation may lead to a decrease in the number ofshares delivered or eliminate the award entirely.
  • Continued service within the Group, as mentioned in the table on the next page. However, the Board reserves the right to maintaineligibility in other cases, depending on its assessment of the circumstances.

The performance conditions applying to plans to be put in place beginning in 2024 are presented in paragraph 5.1, “Policy on the granting of awards”, page 166.

The Board may amend these performance conditions either in the event of a strategic decision that changes the scope of the Group’sbusiness activities or under exceptional circumstances.

Condition of continued service applicable to Xavier Huillard

As Mr Huillard has not entered into an employment contract with the Group, the condition of continued service is evaluated with regardto the appointments he holds at VINCI SA, namely as Chairman, Chief Executive Officer and Director, the terms of office of which arelimited by law and the Articles of Association.
The condition of continued service applicable to Mr Huillard with respect to share awards that have not vested at the time of evaluationis defined as follows:

 

Chairman and Chief Executive Officer

Chief Executive Officer

Indicator Movement in the indicator Indicative bonus amount (*) per indicator Movement in the indicator after the separation of roles Indicative bonus amount (*) per indicator
Economic and financial
performance indicators

Decrease of 10 percentage points or more

Increase of at least 5 percentage points
Increase of at least 20 percentage points

€0

€416,000

€499,200

Decrease of 10 percentage points or more

Increase of at least 5 percentage points
Increase of at least 20 percentage points

€0

€390,000

€468,000

  Upper limit for the three bonuses €1,248,000 Upper limit for the three bonuses €1,170,000

(*) The bonus amount is determined by applying an incremental scale between the lower and upper limits.

Indicator Performance target Maximum amount of the bonus expressed as a percentage of the upper limit for the short-term variable component
Revenue generated outside France / Total revenue The Board is targeting further revenue growth outside France as well as an increase in the relative contribution of the Group’s international activities compared with 2024 (57.8%). 5%
Managerial performance and dialogue with stakeholders Board’s evaluation 10%

Monitoring of reductions in Scope 1 and 2 CO2 emissions


 

Alignment with the Group’s planned progress on its emissions reduction trajectory (see paragraph 2.2.3.3 of the Sustainability report, page 217) 5%
Managerial initiatives to reduce indirect CO2 emissions intensity in order to remain in line with the reduction plan for Scope 3 The level of performance achieved is determined by the Board upon reviewing the policies implemented and the initiatives taken by the business lines vis-à-vis their stakeholders. 3%
Reduction in the workplace accident frequency rate

The Board is targeting a reduction in the workplace accident frequency rate, which equalled 5.80 at end-2024.


 

The bonus will be paid at 100% if this rate is no higher than 5.60 at end-2025.

2%
Reduction in the workplace accident severity rate

The Board is targeting a reduction in the workplace accident severity rate, which equalled 0.41 at end-2024.


 

The bonus will be paid at 100% if this rate is no higher than 0.40 at end-2025.

2%
Quality and deployment of safety management policies The level of performance achieved is determined by the Board upon reviewing the policies implemented and the initiatives taken by the business lines.  3%
Greater female representation on leadership bodies

The Board is targeting an increase in the proportion of women on leadership bodies, which stood at 20.5% at end-2024.

The bonus will be paid at 100% if female representation on leadership bodies is at least 21.5% at end-2025.

4%
Governance and compliance Qualitative assessment by the Board 6%

As part of this policy, the Board reserves the right to amend or adapt these performance conditions or the way in which they are applied, while explaining the rationale behind its decision, if it believes that specific circumstances, whether internal or external to the Group, warrant such changes.

Chairman and Chief Executive Officer

The short-term variable component of the Chairman and Chief Executive Officer’s remuneration for 2025 will be calculated in accordance with the rules set out above, taking into account his performance over the year as a whole.

The amount of the bonus awarded to the Chairman and Chief Executive Officer for 2025 resulting from this calculation will be reduced on a pro rata basis between 1 January and the date of the end of his term of office as Chief Executive Officer.

Chief Executive Officer

The short-term variable component of the future Chief Executive Officer’s remuneration for 2025 will be calculated in accordance with the rules set out above, taking into account his performance over the year as a whole.

The amount of the bonus awarded to the future Chief Executive Officer for 2025 resulting from this calculation will be reduced on a pro rata basis beginning on the date of his appointment.

 

Non-executive officer

Following the separation of roles, the Chairman of the Board will not receive short-term variable remuneration.


Long-term variable component


Executive officers

The long-term variable component of the executive officers’ remuneration is intended to align their interests with those of shareholders, taking a multi-year perspective.

To this end, the Board carries out an analysis each year to determine the appropriate structure of the award for this component. It may be comprised of physical or synthetic VINCI shares and may be granted either under a plan set up in accordance with ordinary law or under any other plan permitted by law. Since 2014, all awards to VINCI SA’s executive officers have been granted in accordance with ordinary law and satisfied using existing VINCI shares (and therefore not in accordance with Article L.225-197-1 of the French Commercial Code due to regulatory constraints).

The fair value measurement for these awards (under IFRS 2) is capped, at the time they are decided by the Board, at 100% of the total of fixed remuneration plus the upper limit of the short-term variable component. Vesting of these awards is subject to:

Performance conditions measured over a period of three years. This performance determination may lead to a decrease in the number of shares delivered or eliminate the award entirely.

Continued service within the Group, as mentioned below. However, the Board reserves the right to maintain eligibility in other cases, depending on its assessment of the circumstances.

The performance conditions applying to plans to be put in place from 2025 are presented in paragraph 5.1, “Policy on the granting of awards”, page 164.

As part of this policy, the Board reserves the right to amend or adapt these performance conditions or the way in which they are applied, while explaining the rationale behind its decision, if it believes that specific circumstances, whether internal or external to the Group, warrant such changes.

 

Chairman and Chief Executive Officer

Due to the end of his service as Chief Executive Officer in 2025, Xavier Huillard will not receive long-term variable remuneration in 2025.

The Board notes that, with respect to the share plans set up for the Chairman and Chief Executive Officer prior to 31 December 2024 for which the vesting periods are still ongoing, the activation of the succession plan resulting in the end of Mr Huillard’s term of office as Chief Executive Officer will maintain his eligibility, but only on a pro rata basis over the period running from the grant date of the award under the plan in question until the date on which his term of office as Chief Executive Officer ends.

 

Chief Executive Officer

If the Chief Executive Officer is working under an employment contract entered into with a VINCI Group company at the time of the appointment, this employment contract will be suspended for the duration of the individual’s term of office.

The condition of continued service applicable to the Chief Executive Officer, with respect to the plans under which he was granted awards as an employee prior to his appointment as Chief Executive Officer, will be assessed, for as long as his employment contract remains in force or is suspended, in accordance with the provisions applicable to the employee beneficiaries of the performance share plans set up by VINCI SA.

The condition of continued service applicable to the Chief Executive Officer with respect to the plans under which he will be granted awards following his appointment as Chief Executive Officer is defined as presented in the table below:

Event occurring before the vesting date Impact on awards not yet vested under each plan
Resignation as Chief Executive Officer before the term of office ends Complete forfeiture of non-vested awards
End of term of office as Chief Executive Officer due to resignation or expiry connected with a succession plan, age limit or retirement, or at the request of the Board Partial eligibility maintained, on a pro rata basis, over the period from the grant date of the award to the date of termination
Death or disability Eligibility maintained, application of specific plan provisions in case of death or disability
Dismissal as Chief Executive Officer by decision of the Board Partial eligibility maintained, on a pro rata basis, over the period from the grant date of the award to the date of termination

Non-executive officer

Following the separation of roles, the Chairman of the Board will not receive long-term variable remuneration.

 

Pension and insurance plans

Executive and non-executive officers are eligible for the pension and insurance plans set up by VINCI for its employees.

These plans include the following:
(i) a defined contribution pension plan (known in France as an “Article 83” plan) called Reverso and set up in 2013, which is open to all Group employees and is described in paragraph 3.1.3.1, “Working conditions: promoting open social dialogue and sharing the benefits of performance”, of the Sustainability report, page 243;
(ii) a supplementary defined benefit pension plan (known in France as an “Article 39” plan) set up in 2010 for senior executives of VINCI SA and its subsidiary VINCI Management, which is described in paragraph 4.2.3, “Supplementary pension plan set up for senior executives”, page 162. This plan was closed to new members in 2019 pursuant to Order 2019-697 of 3 July 2019, but its beneficiaries are not required to forfeit any benefits obtained at the closing date.

Retirement benefits for Xavier Huillard

Given that the Board has officially confirmed the senior executive status of the Chairman and Chief Executive Officer, Mr Huillard is eligible for the defined contribution pension plans and insurance plans set up by VINCI for its employees. He will retain this status when serving solely as the Chairman of the Board.

As Mr Huillard is a beneficiary of the supplementary defined benefit pension plan referred to in item (ii) above, he may claim his entitlement, at the settlement of his benefits provided by the general social security plan, to a supplementary pension, the amount of which will be capped at eight times the annual French social security ceiling (i.e. €376,800 for 2025).

Retirement benefits for the Chief Executive Officer

Given that the Board has officially confirmed the senior executive status of the Chief Executive Officer, the latter is eligible for the defined contribution pension plans and insurance plans set up by VINCI for its employees.

If the individual appointed as Chief Executive Officer is also a beneficiary of the supplementary defined benefit pension plan referred to in item (ii) above, his benefits under this plan will be capped upon his appointment at the level attained on the suspension date of his employment contract.

To address the consequences of this situation, namely that the benefits that would be paid to the Chief Executive Officer under the plan described in item (ii) above are set to decrease each year due to the annual rise in the French social security ceiling used to calculate their level, the Board has decided to set up a defined benefit pension plan with individual and voluntary enrolment (known in France as an “Article 82” plan) specifically for the Chief Executive Officer so that the latter will receive a supplementary pension. This plan will involve an annual cash payment considered as a salary. The amount paid by the Company will be divided between a payment to an insurer and a payment to the Chief Executive Officer intended to cover the tax and social security contributions due on these payments.

The annual amount of the payment will be set by the Board when it determines the variable component of the Chief Executive Officer’s remuneration. It will correspond to 12% of his gross short-term remuneration.

Benefits in kind

Executive and non-executive officers have the use of a company car.

Overview of the remuneration policy

On the basis of the above structure, this remuneration policy has the following features:

It is balanced.

It achieves a balance between:

  • short- and long-term components, which ensures it is aligned with investor interests;
  • economic and financial performance and the implementation of sustainable development policies.
It is capped.

Each of its elements has an upper limit:

  • the fixed component is stable for the entire term of office,
  • the short-term variable component is capped,
  • the long-term variable component is capped when it is initially granted.
It is subject, for the most part,
to demanding performance conditions.
Future performance is assessed in relation to past performance.
It is in the interests of the Company. Its amount is moderate, given the VINCI Group’s size and complexity. The performance conditions selected by the Board encourage Executive Management to consider not only short-term, but also long-term, and even very long-term, objectives.
It is in keeping with the Company’s business strategy and helps ensure continuity. The VINCI Group has a business model based on a complementary set of activities conducted over both short and long time frames. These businesses can only prosper over the long term if they are geographically diversified and respect stakeholders and the environment where they are pursued. The remuneration system aptly reflects these imperatives.

Items of remuneration subject to shareholder approval in accordance with Article L.22-10-8 II of the French Commercial Code

At the Shareholders’ General Meeting of 17 April 2025, in accordance with the provisions of Article L.22-10-8 II of the French Commercial Code, shareholders will be asked to vote on the remuneration policies for executive and non-executive officers, as presented above.

Comparative information

External benchmarking exercise

Chairman and Chief Executive Officer

At the request of the Remuneration Committee, a benchmarking exercise relating to the components of the Chairman and Chief Executive Officer’s remuneration package was conducted by an independent firm. The aim of such an exercise is to ensure that the remuneration of the Group’s top executive remains coherent and in line with market practice. The most recent update was based on the latest publicly available information relating to the 2023 financial year.

For the purposes of this exercise, the Remuneration Committee selected two representative peer groups, the first comprised of French industrial companies in the CAC 40 (the “French peer group”), and the second comprised of European companies with operations in the construction sector or infrastructure concessions (the “International peer group”).

These two peer groups are as follows:

French peer group Air Liquide, Bouygues, Danone, Engie, EssilorLuxottica, Legrand, L’Oréal, Michelin, Pernod Ricard, Renault, Safran, Saint-Gobain, Schneider Electric, Stellantis, TotalEnergies, Veolia
International peer group Aéroports de Paris, Bouygues, Eiffage, Fraport, Hochtief, Strabag, ACS, Ferrovial, Skanska, Mundys (formerly Atlantia), Webuild, Atlas Arteria

The charts below situate VINCI in relation to the median and the third quartile of each of these peer groups and show that VINCI is positioned above the peer groups in terms of revenue and number of employees. In 2023, VINCI’s market capitalisation was below the third quartile of the French peer group and above the third quartile of the International peer group.

According to the results of the benchmarking exercise for 2023, the total remuneration received by VINCI’s Chairman and Chief Executive Officer can be characterised as follows:

  • The fixed component comes out near the median and third quartile of both peer groups.

  • The short-term component (fixed and variable) sits near the median of the French peer group but above the median of the International peer group, while remaining below the third quartile of both peer groups;

  • The total remuneration (fixed + variable + long-term) is above the median of both panels but near the third quartile of the French peer group.

Chief Executive Officer

At the request of the Remuneration Committee, a benchmarking exercise relating to the components of the future Chief Executive Officer’s remuneration package was conducted by an independent firm based on the latest publicly available information for the 2023 financial year. 
The remuneration policy applicable to the future Chief Executive Officer was compared with that applicable to chief executive officers of the 26 companies in the CAC 40 having opted to separate the roles of board chairman and chief executive officer. This peer group comprises the following companies: Air Liquide, Airbus, ArcelorMittal, Axa, BNP Paribas, Bouygues, Capgemini, Crédit Agricole, Danone, Dassault Systèmes, Engie, Hermès International, Legrand, L’Oréal, Michelin, Orange, Renault, Safran, Sanofi, Schneider Electric, Société Générale, Stellantis, STMicroelectronics, Unibail-Rodamco-Westfield, Veolia Environnement and Vivendi.
The benchmarking exercise showed that the planned fixed remuneration sits near the median of the 26 companies in the CAC 40 and that the upper limit for short-term component is below both the median and the third quartile of the same group of companies.

Chairman of the Board

At the request of the Remuneration Committee, a benchmarking exercise relating to the components of the Chairman’s remuneration package after the separation of roles was conducted by an independent firm based on the latest publicly available information for the 2023 financial year. The remuneration policy was compared with that applicable to chairmen of the 26 companies in the CAC 40 having opted to separate the roles of board chairman and chief executive officer. The peer group was the same as that used for the Chief Executive Officer.

The benchmarking exercise showed that the planned fixed remuneration is slightly below the third quartile of the same group of 26 companies in the CAC 40. This remuneration is justified by the role to be played by the Chairman during the managerial transition alongside VINCI’s Executive Management team.


Internal comparison

In accordance with the sixth paragraph of Article L.22-10-9 I of the French Commercial Code, it is noted that the ratio between the Chairman and Chief Executive Officer’s total annual remuneration (fixed, variable and long-term components) and

  • the average full-time equivalent remuneration (*) for 2024 of VINCI SA’s employees, not including company officers, employed from 1 January to 31 December (Ratio A) is equal to 47.8;

  • the median full-time equivalent remuneration (*) for 2024 of VINCI SA’s employees, not including company officers, employed from 1 January to 31 December (Ratio B) is equal to 86.5;

  • the average full-time equivalent remuneration (*) for 2024 of employees in France of French companies over which VINCI has exclusive control within the meaning of Article L.233-16 II of the Commercial Code, not including VINCI SA’s executive officers, employed from 1 January to 31 December (Ratio C) is equal to 129.3.

The indicators mentioned in Article L.22-10-9 recorded the movements shown in the table below:

 

2020

2021

2022

2023

2024

Annual change in the Chairman and Chief Executive Officer’s remuneration (*)

+0.5% 

−9.2%

+27.9%

+14.8%

−0.1%

Annual change in net income attributable to owners of the parent

−61.9%

+109.1%

+64%

+10.4%

+3.4%

Annual change in the average remuneration (**) of the Company’s employees

−4.1%

+4.4%

+9.9%

+8.1%

−2.8%

Annual change in the average remuneration(**) of employees in France of companies over which VINCI has exclusive control

−4.7%

+3.9%

+3.1%

+5.1%

+3.1%

Annual change in Ratio A

+4.6%

−13.1%

+16.5%

+6.2%

+2.8%

Annual change in Ratio B

−6.0%

−8.4%

+17.1%

+11.0%

+4.7%

Annual change in Ratio C

+5.4%

−12.5%

+24.2%

+9.3%

−3.1%

(*) Remuneration including the fixed component paid in year Y, the short-term variable component for year Y−1 paid in year Y, the IFRS 2 fair value of the share award granted in year Y as the long-term component of remuneration, benefits in kind and remuneration as a Board member paid in year Y. 

(**) Remuneration including fixed and variable components, the employer contribution, long-term incentive payments, the fair value of performance share awards and benefits in kind.

Remuneration paid in 2024 or due in respect of this same year to company officers

Decisions relating to the Chairman and Chief Executive Officer’s remuneration

Short-term variable remuneration payable for 2024 to the Chairman and Chief Executive Officer


At its meeting of 6 February 2025, acting on a proposal from the Remuneration Committee and on a separate proposal prepared jointly by this committee and the Appointments and Corporate Governance Committee for the managerial and ESG parts, the Board approved the short-term variable remuneration payable to Xavier Huillard for 2024 as shown below.

Economic and financial part
The following movements were recorded for the indicators relating to economic and financial performance in 2024:

Indicator (*)

2024

2023

2024/2023 change

2024 bonus (in €)

Upper limit applicable for 2024

Earnings per share attributable to owners of the parent (in €)

8.93

8.18

+9.2%

€403,287

€416,000 potentially 
raised to €499,200 (**)

Recurring operating income (in € millions)

9,135

8,175

+11.7%

€423,224

€416,000 potentially 
raised to €499,200 (**)

Operating cash flow (***)

(in € millions)

9,147

7,414

+23.4%

€471,648

€416,000 potentially
raised to €499,200 (**)

Capping effect      

−€50,159

 
Total economic and financial part      

€1,248,000

€1,248,000

(*) All three indicators exclude the impact of France’s new tax on long-distance transport infrastructure operators.

(**) After applying the outperformance rule mentioned in paragraph 4.1.2.3, page 154.

(***) Cash flow figures for 2022, 2023 and 2024 exclude investments relating to renewable energy production assets. Cash flow growth in 2024 is calculated in relation to the average for 2022 and 2023.

Given the level of operating cash flow achieved by the Group at the end of 2023, the Board decided that economic and financial performance indicators for 2024 would be measured in relation to the average of each indicator as noted at 31 December 2022 and 31 December 2023.

Part based on managerial and ESG performance

At its meeting of 6 February 2025, the Board approved the recommendations of the Remuneration Committee and the Appointments and Corporate Governance Committee, which had examined managerial and ESG performance in detail.

Indicator Performance relative to prior year Factors taken into account

Managerial performance and

dialogue with stakeholders (15%)

100% This indicator tracks the extent of the Group’s geographical diversification. The Board noted the continuing growth in revenue generated outside France and the increase in the relative contribution of the Group’s international activities (57.8%), in line with the targets set at the beginning of 2024.
Environment (9%) 100% The Board had selected the following indicators to address environmental issues: managerial efforts to reduce the intensity of Scope 3 CO2 emissions and monitoring of reductions in Scope 1 and 2 CO2 emissions. The Board noted the progress made against the Group’s emissions reduction target for Scope 1 and 2 emissions, and efforts to reduce Scope 3 emissions.
Workforce safety and engagement (11%) 64% The Board had selected the following criteria: (i) the effectiveness of workplace accident prevention policies by tracking the accident frequency rate; (ii) the development of employee share ownership programmes outside France by tracking the proportion of employees in other countries who are eligible to enrol in the Group savings plan; (iii) the increase in the percentage of women serving on leadership bodies by tracking their feminisation rate. The Board noted that the workplace accident frequency rate was still higher than the target and thus recorded a performance of 0% in relation to this criterion (weighted at 4%). However, the Board noted an improvement in female representation on leadership bodies as well as an increase in the percentage of employees outside France who are eligible to enrol in the Group savings plan.
Governance (5%)  100% This indicator was used to track the quality of interactions with the Appointments and Corporate Governance Committee and the Board. The Board is satisfied with the progress made in preparing the succession process and with the various milestones achieved during the year.

These achievements led the Board to set the performance-based remuneration for these criteria as follows:

Indicator (in €)

2023 bonus

Percentage of maximum bonus received in 2023

2024 bonus

Upper limit 
applicable in 2024

Percentage of maximum bonus received in 2024

Managerial performance

312,000

100%

312,000

312,000

100%

ESG performance

438,006

84.2%

436,800

520,000

84%

Variable remuneration based on managerial and ESG performance

750,006

90.1%

748,800

832,000

90%

Total short-term variable remuneration for 2024

Indicator (in €)

2023

2024

2024/2023 change

Upper limit applicable in 2024

Percentage of maximum bonus received in 2024

Total economic and financial part

1,248,000

1,248,000

0%

1,248,000

100%

Part based on managerial and ESG performance

750,006

748,800

−0.2%

832,000

90%

Total variable remuneration

1,998,006

1,996,800

−0.1%

2,080,000

96%

Long-term component of the Chairman and Chief Executive Officer’s remuneration

At its meeting of 9 April 2024, the Board decided to grant a conditional award of VINCI shares to Mr Huillard, corresponding to a total fair value (under IFRS 2) of €3,380,000, i.e. the upper limit stipulated for such an award in the remuneration policy applicable to him. As the fair value of VINCI was calculated by an independent valuer at €94.63 per share, the Chairman and Chief Executive Officer was granted an award, in accordance with ordinary law, of 35,718 existing VINCI shares that will vest at the end of a three-year period on 9 April 2027, subject to applicable performance conditions that will be assessed at 31 December 2026 as described in paragraph 5.3.2, “Long-term incentive plan for the Chairman and Chief Executive Officer set up by the Board on 9 April 2024”, page 167. The condition of continued service will be assessed as set forth in paragraph 4.1.2.4, page 155.

Long-term incentive plans for which Mr Huillard is eligible

Plans set up on 12 April 2022, 13 April 2023 and 9 April 2024
These plans are mentioned in paragraph 5.3.1, “Existing long-term incentive plans”, pages 166 and 167.

Mr Huillard is eligible to be granted conditional awards under the following long-term incentive plans remaining in force at 31 December 2024

 

Number of shares

Fair value at 
the grant date (in €)

Percentage of the year’s 
total remuneration

Vesting date

Plan set up on 12 April 2022

35,000

2,689,750

45.1%

12/04/2025

Plan set up on 13 April 2023

36,387

3,379,988

50.6%

13/04/2026

Plan set up on 9 April 2024 (*)

35,718

3,379,994

50.6%

09/04/2027

(*) Subject to the approval by shareholders of the resolution relating to remuneration paid or granted to Mr Huillard at the Shareholders’ General Meeting of 17 April 2025.


 

In accordance with the provisions of Article 26.3.3 of the Afep-Medef code, Mr Huillard made a commitment not to engage in any hedging transactions in respect of his own risks with regard to the shares in awards granted under the long-term incentive plans for which he is eligible, and agreed to respect this commitment until the end of the holding period for the shares as set by the Board, where applicable.

Pension and insurance plans

Retirement benefits for Xavier Huillard
The supplementary pension benefits that Mr Huillard would be entitled to receive in 2025 under the defined benefit pension plan set up by in March 2010 by the Company for its senior executives are subject to a payment limit equal to eight times the annual French social security ceiling.

With respect to the defined benefit pension plan mentioned in paragraph 4.1.2.5, “Pension and insurance plans”, page 156, and as required by Decree 2016-182 of 23 February 2016, the following points should be noted:

Estimated amount of future pension payments at 31 December 2024 Company’s obligation at 31 December 2023 (*)
€376,800 per year, equivalent to 11.4% of the short-term fixed and variable remuneration received by Mr Huillard in 2024 (*). VINCI’s obligation in respect of the supplementary pension plan for Mr Huillard mentioned in paragraph 4.1.2.5, page 156, amounted to €7.3 million, including tax and social security contributions.

(*) Retirement benefit obligations are also described in Note K.29.1 to the consolidated financial statements, page 375

Employment contract, specific pension plans, severance pay and non-competition clause

Executive officer Employment contract Supplementary pension plan Allowances or benefits that could be due as a result of the cessation of duties or a change in duties Allowances for non-competition clause
Xavier Huillard, Chairman and Chief Executive Officer  No Yes No No 

Chairman and Chief Executive Officer’s remuneration

Summary of remuneration awarded and share awards granted (in €)

Xavier Huillard

2024

2023

Remuneration payable for the year

3,302,605

3,303,580

Value of awards under the long-term incentive plan set up on 13 April 2023

-

3,379,988

Value of awards under the long-term incentive plan set up on 9 April 2024

3,379,994

-

Total

6,682,599

6,683,568

Summary of remuneration (in €)

  2024 2023
Xavier Huillard

Amount payable 
for the year as 
decided by the Board

Amount paid 
during the year 
by the Company

Amount payable 
for the year as 
decided by the Board

Amount paid 
during the year 
by the Company

Gross fixed remuneration (1)

1,300,000

1,300,000

1,300,000

1,296,944 (4)

Total gross short-term variable remuneration

1,996,800

-

1,998,006

-

Of which:        
- Gross short-term variable remuneration

1,983,050

1,984,176

1,984,176

1,993,370

- Remuneration as a Board member  (2)

13,750

13,750

13,830

13,830

Benefits in kind (3)

5,805

5,805

5,574

5,574

Total

3,302,605

3,303,731

3,303,580

3,309,718


(1) See paragraph 4.1.2.2, page 153.

(2) In 2023 and 2024, Mr Huillard received remuneration as a Board member from a foreign subsidiary of VINCI. These amounts are considered as included in the total remuneration for the year as decided by the Board, acting on a proposal from the Remuneration Committee. Consequently, they are deducted from the amount of the total gross short-term variable remuneration payable to him for the year during which this remuneration as a Board member was paid. Mr Huillard does not receive remuneration as a Board member from VINCI SA.

(3) Mr Huillard had the use of a company car in 2023 and 2024.

(4) A €3,056 adjustment was made to the payment received in the month of January 2023.
 

Items of remuneration paid in 2023 or due in respect of this same year to the executive company officer, subject toapproval at the Shareholders’ General Meeting of 9 April 2024

At the Shareholders’ General Meeting of 17 April 2025, in accordance with Article L.22-10-34 II of the French Commercial Code, shareholders will be asked to vote on a draft resolution relating to the items of remuneration paid in 2024 or payable for this same year to Mr Huillard, Chairman and Chief Executive Officer.

Xavier Huillard    
Item of remuneration Amount Observations
Fixed remuneration €1,300,000

Annual gross fixed remuneration for 2024 set at €1,300,000 by the Board at its meeting of 3 February 2022 for the duration of the term of office beginning in April 2022.

Variable remuneration €1,996,800

Gross variable remuneration for 2024, as approved by the Board at its meeting of 6 February 2025, as explained in paragraph 4.2.1.1, page 159, which is payable in 2025.

Annual deferred variable remuneration n/a

Not applicable

Multi-year variable remuneration n/a

Not applicable

Long-term incentive plan set up in 2024 €3,379,994

At its meeting of 9 April 2024, the Board granted a conditional award of VINCI shares to Mr Huillard, corresponding to a total fair value (under IFRS 2) of €3,380,000. As the fair value of VINCI was calculated by an independent valuer at €94.63 per share, Mr Huillard was granted an award of 35,718 existing VINCI shares that will vest at the end of a three-year period on 9 April 2027, subject to continued service as well as the performance conditions described in paragraph 5.3.2, page 167.

Remuneration as a Board member €13,750

Mr Huillard does not receive remuneration as a Board member from VINCI SA, but he has received remuneration as a Board member from a foreign subsidiary, the amount of which will be deducted from the variable portion of his remuneration.

Exceptional remuneration n/a

Not applicable

Benefits in kind €5,805

Mr Huillard has the use of a company car.

Commitments having previously required the approval of shareholders at the Shareholders’ General Meeting

  Amount Observations
Severance pay n/a Not applicable
Non-competition payment n/a Not applicable
Supplementary pension plan No payment

Mr Huillard is eligible for coverage under the supplementary defined benefit pension plan (known in France as an “Article 39” plan) in place within the Company but closed to new members since July 2019, under the same conditions as those applicable to the category of employees to which he is deemed to belong for the determination of employee benefits and other ancillary items of remuneration. Mr Huillard is also eligible for coverage under the mandatory defined contribution pension plan set up by the Company for its executives and other management-level personnel.

Supplementary pension plan set up for senior executives

In 2010, VINCI SA and its subsidiary VINCI Management set up a defined benefit pension plan for their senior executives, with the aim of guaranteeing them a supplementary annual pension. This plan, now closed to new members due to a change in regulatory provisions, has the following main features:

Type of disclosure required 
by Decree 2016-182 of 23 February 2016
Information
Name of the obligation Defined benefit pension plan set up on 1 January 2010 and closed to new members from 4 July 2019
Applicable legal provisions Article 39 of the French Tax Code
Eligibility requirements for beneficiaries At least 10 years’ service within the Group
Beneficiaries Employees of VINCI or VINCI Management having the status of senior executive (“cadre dirigeant”) as defined by Article L.3111-2 of the French Labour Code
Conditions for receiving pension payments

Career within the Group has ended

At least 10 years’ service within the Group

No further payments due under the mandatory and supplementary pension plans

Aged 67 or older, with the option to receive early benefits, at a reduced level, from the age of 62

Method for determining the remuneration reference amount Monthly average of the gross fixed and variable remuneration received over the last 36 months of activity multiplied by 12
Vesting formula

The beneficiary’s gross pension is determined using the following formula:

Gross pension = 20% R1 + 25% R2 + 30% R3 + 35% R4 + 40% R5, where:

R1 = remuneration reference amount between 0 and 8 times the annual French social security ceiling; 

R2 = remuneration reference amount between 8 and 12 times this ceiling;

R3 = remuneration reference amount between 12 and 16 times this ceiling;

R4 = remuneration reference amount between 16 and 20 times this ceiling;

R5 = remuneration reference amount greater than 20 times this ceiling (all ranges in the formula are inclusive).

The remuneration reference amount taken into account for the calculation of the pension will be equal to the gross average monthly remuneration (fixed component + bonuses), including paid leave, received by the beneficiary over the last 36 months multiplied by 12.

The limit for this gross pension is 8 times the annual French social security ceiling.

Pension payment limit The pension payment limit is 8 times the annual French social security ceiling.
Funding of benefits The Group uses an insurance contract to externalise its pension plan, to which VINCI and VINCI Management make contributions.

Remuneration payable to company officers other than executives for 2024 and/or paid to them in that same year

The total amount of remuneration paid by the Company in 2024 to company officers other than executives as Board members (for the second half of 2023 and the first half of 2024) was €1,226,815.

The total amount of remuneration payable for 2024 by VINCI to company officers other than executives as Board members is €1,202,315.

The table below summarises the remuneration payable to and received by VINCI’s company officers other than executives as Board members, as well as the other remuneration payable to and received by them, for and in 2023 and 2024.

Remuneration payable and paid to company officers other than executives (in €)

 

Amount payable for 2024

Amount paid in 2024 Amount payable for 2023 Amount paid in 2023
 

By VINCI

By companies consolidated 
by VINCI

By VINCI

By companies consolidated 
by VINCI

By VINCI

By companies consolidated 
by VINCI

By VINCI

By companies consolidated 
by VINCI

Directors in office              
Carlos F. Aguilar

96,750

-

102,750

-

75,406

-

29,406

-

Yannick Assouad

168,750

-

166,500

-

149,533

-

135,533

-

Benoit Bazin

104,000

-

104,000

-

92,577

-

95,327

-

Graziella Gavezotti

81,750

-

83,750

-

79,827

-

83,827

-

Caroline Grégoire Sainte Marie

84,000

-

84,000

-

76,897

-

72,147

-

Claude Laruelle

97,000

-

96,250

-

87,077

-

90,577

-

Marie-Christine Lombard

107,000

-

104,750

-

91,827

-

90,327

-

René Medori

127,250

-

127,250

-

113,527

-

111,527

-

Annette Messemer

81,500

-

80,500

-

54,906

-

20,656

-

Roberto Migliardi (*)

78,000

-

78,000

-

72,577

-

75,327

-

Dominique Muller (*)

84,250

-

84,250

-

72,027

-

69,027

-

Alain Saïd (*)

72,000

-

72,000

-

66,577

-

69,327

-

Former directors 
and permanent representatives
 
Abdullah Hamad Al Attiyah

20,065

-

42,815

-

52,577

-

59,327

-

Robert Castaigne

-

-

-

-

26,023

-

70,773

-

Ana Paula Pessoa

-

-

-

-

20,751

-

55,751

-

Pascale Sourisse

-

-

-

-

22,816

-

60,066

-

Total amount of remuneration 
as Board members and other remuneration

1,202,315

-

1,226,815

-

1,154,925

-

1,188,925

-

NB: Amounts are before taxes and withholdings in accordance with applicable legislation.

(*) The salaries received by Ms Muller, Director representing employee shareholders, as well as those received by Mr Migliardi and Mr Saïd, Directors representing employees, are not included in the table above.

VINCI shares held by company officers

Shares held by Board members

In accordance with the Company’s Articles of Association, each Board member (other than the Director representing employee shareholders and the Directors representing employees) must hold a minimum of 1,000 VINCI shares which, on the basis of the share price at 31 December 2024 (€99.74), amounts to a minimum of €99,740 invested in VINCI shares.

The number of shares held by each of the company officers, as declared to the Company, is included in the information presented in paragraph 3.2, “Company officers’ appointments and other positions held”, pages 136 to 143.

Share transactions by company officers, executives and persons referred to in Article L.621-18-2 of the French Monetary and Financial Code

In 2024, the Group’s company officers and executives subject to spontaneous declaration of their share transactions carried out the following transactions:

(in number of shares)

Acquisitions (*)

Disposals (**)

Xavier Huillard, Chairman and Chief Executive Officer

-

41,999

Pierre Coppey, Executive Vice-President

-

29,691

Christian Labeyrie, Executive Vice-President and Chief Financial Officer

-

60,162

Qatar Holding LLC, Director (***)

-

2,678,028

(*) Excluding grants of performance share awards and excluding subscriptions for units in company mutual funds invested in VINCI shares. 

(**) Excluding sales and transfers of units in company mutual funds invested in VINCI shares.

(***) For the period from 1 January 2024 until 10 June 2024, the effective date of Qatar Holding LLC’s resignation as Director.