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 | Resignation as Chief Executive Officer before the term of office ends Impact on awards not yet vested under each plan 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 | 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 Impact on awards not yet vested under each plan 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 | Death or disability Impact on awards not yet vested under each plan Eligibility maintained, application of specific plan provisions in case of death or disability |
| Dismissal as Chief Executive Officer by decision of the Board | Dismissal as Chief Executive Officer by decision of the Board Impact on awards not yet vested under each plan 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.
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:
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.
