2025 Universal Registration Document

2. Corporate governance

Performance share plan dated: 13 October 2022
Arithmetic mean of performances across the three financial years concerned Arithmetic mean of performances across the three financial years concerned

13 October 2022

2023–2024–2025
80% based on financial performance criteria 80% based on financial performance criteria

13 October 2022

 

For 40%: growth in like-for-like sales as compared to a panel of competitors*

For 40%: growth in like-for-like sales as compared to a panel of competitors*

13 October 2022

+3.6 points

For 40%: growth in the Group’s operating profit

For 40%: growth in the Group’s operating profit

13 October 2022

+7.09%

20% based on non-financial performance criteria 20% based on non-financial performance criteria

13 October 2022

 

For 15% based on the fulfilment of environmental and social responsibility commitments made by the Group as part of the L’Oréal for the Future programme

For 15% based on the fulfilment of environmental and social responsibility commitments made by the Group as part of the L’Oréal for the Future programme

13 October 2022

≥ 65% achieved

% of sites achieving 100% renewable energy (formerly referred to as "carbon neutral"(1))

% of sites achieving 100% renewable energy (formerly referred to as "carbon neutral"(1))

13 October 2022

 

% of our formula ingredients that are biobased, traceable and come from sustainable sources

% of our formula ingredients that are biobased, traceable and come from sustainable sources

13 October 2022

 

% of plastic packaging that comes from either recycled or biobased sources(2)

% of plastic packaging that comes from either recycled or biobased sources(2)

13 October 2022

 

number of people benefitting from the Group’s brands’ social commitment programmes in relation to the target of 3 million by 2030(3)

number of people benefitting from the Group’s brands’ social commitment programmes in relation to the target of 3 million by 2030(3)

13 October 2022

 

For 5% based on gender balance within strategic positions including the Executive Committee 

For 5% based on gender balance within strategic positions including the Executive Committee 

13 October 2022

Proposal for each gender to represent ≥ 40%

Level of achievement of the performance conditions(**) Level of achievement of the performance conditions(**)

13 October 2022

100%

Other benefits
a) Remuneration for term of office as a Director

The executive corporate officer does not receive any remuneration for his/her position as a Director.

b) Benefits in addition to remuneration
Benefits in kind

There are no plans to supplement the executive corporate officer's fixed remuneration by granting benefits in kind.

The executive corporate officer benefits from the necessary material resources to carry out his/her duties such as, for example, the provision of a car with a driver. These arrangements, which are strictly limited to professional use, are not benefits in kind.

Supplementary social protection schemes

The executive corporate officer continues to be treated in the same way as a senior executive during the term of his/her corporate office, which allows him to continue to benefit from the supplementary social protection schemes and, in particular, the defined contribution pension scheme, and the employee benefit and healthcare schemes applicable to the Company's employees.

Illustration of the remuneration policy in financial year 2026: components of remuneration attributable to Nicolas Hieronimus, Chief Executive Officer

The structure of Nicolas Hieronimus' remuneration is in line with the principles developed in section 2.4.1.2.1 on the remuneration policy applicable to the executive corporate officer, and forms a balanced whole with a target allocation of approximately:

  • 46/54 between fixed remuneration and target annual variable remuneration;
  • 50/50 between annual remuneration and long-term remuneration (performance shares);
  • 50/50 between cash remuneration and share-based remuneration; and
  • 77/23 between remuneration subject to performance conditions and remuneration not subject to performance conditions.

Nicolas Hieronimus’ annual variable remuneration may exceed 113% of his fixed remuneration and represent up to a maximum of 130.4% in the event of outperformance. Outperformance will be assessed on a criterion-by-criterion basis.

The Board of Directors will be called upon to decide on a grant of performance shares in 2026 in accordance with the remuneration policy submitted for approval at the General Meeting of 24 April 2026.