For more than 20 years, the Board has pursued a policy aimed at ensuring the long-term commitment of its senior executives, company officers and line managers by providing deferred benefits tied to the Group’s performance.
To this end, the Company sets up long-term incentive plans each year, which involve the granting of conditional awards of performance shares to selected beneficiaries. Under these plans, shares only vest at the end of a three-year period, subject to continued employment within the Group, and the number of shares vested is tied to performance conditions, involving both internal and external criteria. The Board has decided that the performance conditions applying to the plans will be as follows, starting with financial year 2025:
| Type of performance conditions involved | Description | Specific conditions for plans set up for executive officers | Weighting |
|---|---|---|---|
| Economic criterion | Economic criterion Description Value creation Value creation is measured with reference to the ROCE/WACC ratio, as noted by the Board at 31 December of the year preceding the end of the vesting period for the plan, on the basis of the ratio of the return on capital employed (ROCE), calculated as an average over the past three years, to the weighted average cost of capital (WACC), also calculated as an average over the same three years. The vesting percentage in line with this economic criterion will depend on this ratio. It will be 100% if the ratio is 1.25 or higher and 0% if it is lower than 1, with linear interpolation between the two limits of this range. |
Economic criterion Specific conditions for plans set up for executive officers
|
Economic criterion Weighting 50% |
| Financial criteria | Financial criteria Description Debt management This criterion assesses the Group’s ability to generate cash flows in line with its level of debt, which is measured by the ratio of FFO (funds from operations) to net debt. This ratio is determined according to the methodology of rating agency S&G Global and corresponds to the average of the ratios for the three years preceding the end of the vesting period for the plan. The vesting percentage in line with this criterion will depend on this ratio. It will be 100% if the FFO/net debt ratio is 20% or higher and 0% if it is 15% or lower, with linear interpolation between the two limits of this range. |
Financial criteria Specific conditions for plans set up for executive officers
|
Financial criteria Weighting 12.5% |
Type of performance conditions involved Stock market performance Comparison of VINCI’s total shareholder return (TSR) with that of a composite industry index comprised of listed companies representing the full range of VINCI’s business activities. This criterion measures, over a period of three years, the performance of the VINCI share compared with a composite industry index comprised of listed companies representing the full range of VINCI’s business activities, which is calculated by an independent third party. This performance is determined on the basis of the difference, whether positive or negative, noted at 31 December of the year preceding the end of the vesting period, between the TSR achieved by a VINCI shareholder over the period from 1 January of year Y (the one during which the share awards are granted) to 31 December of year Y+2 and the TSR that a shareholder invested in the composite industry index would have achieved over the same period, including dividends paid. The vesting percentage in line with this stock market performance criterion will depend on this difference. It will be 100% if the difference is positive by 5 percentage points or more, 50% if the two TSR results are equivalent and 0% if the difference is negative by 5 percentage points or more, with linear interpolation between the two limits of this range. |
Description The vesting percentage in line with this stock market performance criterion will depend on the same difference, and will be 100% if the difference is positive by 5 percentage points or more but 0% if the two TSR results are equivalent or if the difference is negative to any extent, with linear interpolation between the two limits of this range. |
Specific conditions for plans set up for executive officers 12.5% |
|
| ESG criteria | ESG criteria Description Environment Performance in relation to the Group’s carbon intensity reduction target (see paragraph 2.2.3.2, “GHG emissions”, of the sustainability report, page 224), in line with its low-carbon pathway. |
ESG criteria Specific conditions for plans set up for executive officers
|
ESG criteria Weighting 15% |
Type of performance conditions involved Safety Tracking of the Group’s safety performance, based on the lost-time workplace accident frequency rate (number of workplace accidents with at least 24 hours of lost time per million hours worked by VINCI employees worldwide). A three-year average frequency rate is calculated and the vesting percentage is 100% if this average frequency rate is lower than or equal to the level determined by the Board when setting up the plan and 0% if it is higher than the level determined by the Board. |
Description
|
Specific conditions for plans set up for executive officers 5% |
|
Type of performance conditions involved Greater female representation at executive levels Measurement of the percentage of women holding management positions within the Group, compared with the situation when the plan was set up. The indicator used tracks the increase in the proportion of women at executive levels within the Group. The vesting percentage in line with this criterion will depend on the change in the proportion of female managers within the Group between 31 December of year Y−1, thus preceding the launch year of the plan, and 31 December of year Y+2. |
Description
|
Specific conditions for plans set up for executive officers 5% |
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.
These plans are set up either in accordance with the provisions of Article L.225-197-1 of the French Commercial Code relating to bonus shares or in accordance with ordinary law.
Although VINCI’s Chief Executive Officer is not eligible for the plans covered by Article L.225-197-1 of the French Commercial Code due to the conditions laid down by Article L.22-10-60 of the same code, he is eligible to receive share awards in accordance with ordinary law under specific long-term incentive plans set up as part of the remuneration policy applicable to him, which is described in paragraph 4.1.2.4, “Long-term variable component”, page 153.
No share awards are granted to the Chairman of the Board under the performance share plans covered by Article L.225-197-1, nor under the specific long-term incentive plans.
