5.2 Performance share plans
5.2.1 Existing performance share plans
The main features of the performance share plans set up pursuant to Article L.225-197-1 of the French Commercial Code and still in force at 1 January 2023 are as follows:
Record of performance share awards
| Plan |
Date |
Initial number |
Shares in awards |
Definitive |
Vesting period |
At 31/12/2022 |
| |
Share-holders’ General Meeting |
Board meeting |
Bene- ficiaries |
Performance shares |
Company officers |
Top 10 employee bene- ficiaries |
Determined at the end of the vesting period |
Start of vesting period |
End of vesting period |
Number of remaining shares |
Number of remaining beneficiaries |
| VINCI 2020 |
17/04/2018 |
09/04/2020 |
2,493 |
1,752,864 |
- |
113,040 |
Unknown (***)
|
09/04/2020 |
09/04/2023 |
1,676,626 |
2,346 |
| VINCI 2021 |
08/04/2021 |
08/04/2021 |
3,949 |
2,458,780 |
- |
117,000 |
Unknown (***)
|
08/04/2021 |
08/04/2024 |
2,412,045 |
3,848 |
| VINCI 2022 |
08/04/2021 |
12/04/2022 |
4,113 |
2,454,710 |
- |
117,000 |
Unknown (***)
|
12/04/2022 |
12/04/2025 |
2,426,130 |
4,044 |
Number of performance shares in awards granted to VINCI SA’s executive company officer pursuant to Article L.225-197-1 of the French Commercial Code
None.
Vesting of share awards under the plans set up by the Board of Directors on 17 April 2019
On 17 April 2019, the Board set up two performance share plans, the first to grant awards satisfied using a total of 2,176,722 existing VINCI shares to 3,276 senior executives or employees of the VINCI Group and the second to grant awards satisfied using a total of 264,100 existing VINCI shares to 36 senior executives or employees of the VINCI Group, with the understanding that Mr Huillard, Chairman and Chief Executive Officer, would not be eligible to receive these awards. These awards, which were initially granted on 17 April 2019, vested at the end of a three-year period, thus on 17 April 2022. Vesting was subject to continued employment within the VINCI Group as well as performance conditions, comprising an internal economic criterion for 65% of the award, an external economic criterion for 20% of the award and an external environmental criterion for 15% of the award.
At its meeting of 3 February 2022, the Board noted the following:
- With respect to the internal economic criterion, VINCI’s average ROCE from 2020 to 2022 excluding VINCI Airports (see paragraph below) was 9.0% and its average WACC from 2019 to 2021 was 4.9%. The ROCE/WACC ratio was thus 1.8x. As it was greater than 1.10x, 100% of the shares subject to this criterion were able to vest.
- With respect to the external economic criterion, the total shareholder return (TSR) achieved by a VINCI shareholder from 1 January 2019 to 31 December 2021 was 38.9% and the TSR that a shareholder invested in the CAC 40 index would have achieved over the same three years was 63.51%. The difference between the TSR for the VINCI share and the TSR for the CAC 40 index was thus negative by 24.6 percentage points.
- With respect to the external environmental criterion, the Climate Change score received by VINCI from CDP Worldwide for the years 2019, 2020 and 2021 was A−, A− and A, respectively. As all three of these scores were in the B band or higher, 100% of the shares subject to this criterion were able to vest.
Overall, 80% of the performance shares in the plan set up on 17 April 2019 were able to vest.
Vesting of share awards under the plan set up by the Board of Directors on 9 April 2020
On 9 April 2020, the Board set up a performance share plan to grant awards satisfied using a total of 1,752,864 existing VINCI shares to 2,493 senior executives or employees of the VINCI Group, with the understanding that Mr Huillard, Chairman and Chief Executive Officer, would not be eligible to receive these awards. These awards, which were initially granted on 9 April 2020, will vest at the end of a three-year period, thus on 9 April 2023. Vesting is subject to continued employment within the VINCI Group as well as performance conditions, comprising an internal economic criterion for 65% of the award, an external economic criterion for 20% of the award and an external environmental criterion for 15% of the award.
At its meeting of 8 February 2023, the Board noted the following:
- With respect to the internal economic criterion, VINCI’s average ROCE from 2020 to 2022 excluding VINCI Airports (see paragraph below) was 10.0% and its average WACC from 2020 to 2022 was 4.8%. The ROCE/WACC ratio was thus 2.1x. As it is greater than 1.1x, 100% of the shares subject to this criterion are able to vest.
- With respect to the external economic criterion, the TSR achieved by a VINCI shareholder from 1 January 2020 to 31 December 2022 was 2.0% and the TSR that a shareholder invested in the CAC 40 index would have achieved over the same three years was 16.9%. The difference between the TSR for the VINCI share and the TSR for the CAC 40 index was thus negative by 14.9 percentage points. At its meeting of 8 February 2023, the Board decided to reduce the weighting for this criterion to 10%. Due to the extent of this negative difference, none of the shares subject to this criterion (thus 10% of the total award) are able to vest.
- With respect to the external environmental criterion, the Climate Change score received by VINCI from CDP Worldwide for the years 2020, 2021 and 2022 was A−, A and A, respectively. As all three of these scores were in the B band or higher, 100% of the shares subject to this criterion are able to vest. At its meeting of 8 February 2023, the Board decided to raise the weighting for this criterion by 10 percentage points, to 25% with respect to this plan. In reaching this decision, the Board considered the key role played by all of this plan’s beneficiaries in delivering on VINCI’s environmental ambition. Overall, 90% of the performance shares in the plan set up on 9 April 2020 are able to vest. The shares in question will vest at the end of a three-year period on 9 April 2023, subject to continued employment within the VINCI Group.
