will be asked to vote on a draft resolution relating to the items of remuneration paid in 2025 or payable for that same year to Mr Huillard as Chairman and Chief Executive Officer from 1 January to 30 April 2025, and as Chairman of the Board from 1 May 2025.
| Xavier Huillard | ||
|---|---|---|
| Item of remuneration | Amount | Observations |
| Fixed remuneration | €1,033,333 |
Annual gross fixed remuneration set at €1,300,000 by the Board at its meeting of 3 February 2022 for Mr Huillard’s term of office as Chairman and Chief Executive Officer, which ended on 30 April 2025. Annual gross fixed remuneration set at €900,000 by the Board at its meeting of 6 February 2025 for the duration of Mr Huillard’s term of office as Chairman of the Board, which began on 1 May 2025. |
| Variable remuneration | €679,462 | Gross variable remuneration for January-April 2025, as approved by the Board at its meeting of 5 February 2026 and explained in paragraphs 4.3.1.1, page 157, and 4.2.1, page 156, which is payable in 2026. |
| Annual deferred variable remuneration | n/a | Not applicable |
| Multi-year variable remuneration | n/a | Not applicable |
| Long-term incentive plan setup in 2025 | n/a | Not applicable |
| Remuneration as a Board member | €13,670 | 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 is deducted from the variable portion of his remuneration. |
| Exceptional remuneration | n/a | Not applicable |
| Benefits in kind | €6,499 | Mr Huillard has the use of a company car. |
At its meeting of 5 February 2026, 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, and after having first defined the performance conditions applying to the determination of the short-term variable remuneration payable to Pierre Anjolras for the period from 1 May to 31 December 2025, the Board set the remuneration in light of these criteria as shown in the table below:
| Indicator (in €) | 2024 bonus | Percentage of maximum bonus received in 2024 | 2025 bonus (*) | Upper limit applicable in 2025 | Percentage of maximum bonus received in 2025 |
|---|---|---|---|---|---|
| Managerial performance |
Managerial performance 2024 bonus n/a |
Managerial performance Percentage of maximum bonus received in 2024 n/a |
Managerial performance 2025 bonus (*)292,500 |
Managerial performance Upper limit applicable in 2025 292,500 |
Managerial performance Percentage of maximum bonus received in 2025 100% |
| ESG performance |
ESG performance 2024 bonus n/a |
ESG performance Percentage of maximum bonus received in 2024 n/a |
ESG performance 2025 bonus (*)448,487 |
ESG performance Upper limit applicable in 2025 487,500 |
ESG performance Percentage of maximum bonus received in 2025 92% |
| Variable remuneration based on managerial and ESG performance on a full-year basis |
Variable remuneration based on managerial and ESG performance on a full-year basis 2024 bonus n/a |
Variable remuneration based on managerial and ESG performance on a full-year basis Percentage of maximum bonus received in 2024 n/a |
Variable remuneration based on managerial and ESG performance on a full-year basis 2025 bonus (*)740,987 |
Variable remuneration based on managerial and ESG performance on a full-year basis Upper limit applicable in 2025 780,000 |
Variable remuneration based on managerial and ESG performance on a full-year basis Percentage of maximum bonus received in 2025 95% |
| On a prorata basis for May-December 2025 |
On a prorata basis for May-December 2025 2024 bonus
|
On a prorata basis for May-December 2025 Percentage of maximum bonus received in 2024
|
On a prorata basis for May-December 2025 2025 bonus (*)493,991 |
On a prorata basis for May-December 2025 Upper limit applicable in 2025
|
On a prorata basis for May-December 2025 Percentage of maximum bonus received in 2025
|
| Indicator (in €) | 2025(*) | 2024 | 2025/2024 change | Upper limit applicable in 2025 | Percentage of maximum bonus received in 2025 |
|---|---|---|---|---|---|
| Total economic and financial part (full-year basis) |
Total economic and financial part (full-year basis) 2025 (*)1,170,000 |
Total economic and financial part (full-year basis) 2024 n/a |
Total economic and financial part (full-year basis) 2025/2024 change n/a |
Total economic and financial part (full-year basis) Upper limit applicable in 2025 1,170,000 |
Total economic and financial part (full-year basis) Percentage of maximum bonus received in 2025 100% |
|
Part based on managerial and ESG performance (full-year basis) |
Part based on managerial and ESG performance (full-year basis) 2025 (*)740,987 |
Part based on managerial and ESG performance (full-year basis) 2024 n/a |
Part based on managerial and ESG performance (full-year basis) 2025/2024 change n/a |
Part based on managerial and ESG performance (full-year basis) Upper limit applicable in 2025 780,000 |
Part based on managerial and ESG performance (full-year basis) Percentage of maximum bonus received in 2025 95% |
| Total variable remuneration (full-year basis) |
Total variable remuneration (full-year basis) 2025 (*)1,910,987 |
Total variable remuneration (full-year basis) 2024
|
Total variable remuneration (full-year basis) 2025/2024 change
|
Total variable remuneration (full-year basis) Upper limit applicable in 2025 1,950,000 |
Total variable remuneration (full-year basis) Percentage of maximum bonus received in 2025 98% |
| On a pro rata basis for May-December 2025 |
On a pro rata basis for May-December 2025 2025 (*)1,273,991 |
On a pro rata basis for May-December 2025 2024
|
On a pro rata basis for May-December 2025 2025/2024 change
|
On a pro rata basis for May-December 2025 Upper limit applicable in 2025
|
On a pro rata basis for May-December 2025 Percentage of maximum bonus received in 2025
|
At its meeting of 17 April 2025, the Board decided to grant a conditional award, in accordance with ordinary law, of 22,000 existing VINCI shares that will vest at the end of a three-year period on 17 April 2028, subject to applicable performance conditions that will be assessed at 31 December 2027 as described in paragraph 5.3.2, “Long-term incentive plan for the Chief Executive Officer set up by the Board on 17 April 2025”, page 166. The condition of continued service will be assessed as set out in paragraph 4.1.2.4, page 155.
Plan set up on 17 April 2025
This plan is mentioned in paragraph 5.3.1, “Existing long-term incentive plans”, page 165.
