2025 Universal Registration Document

2. Corporate governance

  Amount Description
Fixed remuneration €2,300,000 per annum

At its meeting of 5 March 2026, on the recommendation of the Human Resources and Remuneration Committee, the Board of Directors proposed to the General Meeting of 24 April 2026 to maintain the fixed remuneration of Nicolas Hieronimus at the gross amount of €2,300,000 on an annual basis.

This amount is unchanged compared with 2025.
Annual variable remuneration €2,600,000 per annum (target 113% of fixed remuneration)  The annual variable remuneration is designed to align the executive corporate officer's remuneration with the Group's annual performance and the implementation of its strategy year after year. The Board of Directors strives to constantly encourage the executive corporate officer to maximise performance for each financial year and to ensure that this performance is repeated and regular year after year.
Maximum €3,000,000 per annum (130.4% of fixed remuneration) Target annual variable remuneration is set at €2,600,000 and may represent up to €3,000,000 in the case of outperformance versus objectives.
Criteria for assessment of performance for 2026 Weightings

Financial criteria

 60%

Change in like-for-like sales as compared to the budget

 15%

Change in sales growth differential as compared to main competitors

 15%

Change in consolidated operating profit as compared to the budget

 10%

Change in earnings per share as compared to the budget

 10%

Change in cash flow to net profit ratio

 10%

Non-financial and qualitative criteria

 40%

Quantifiable criteria: 25%

L'Oréal for the Future: sustainability objectives for 2030

 10%

Human Resources: gender balance, development of talented employees, access to training

 7.5%

Digital development

 7.5%

Individual qualitative performance: 15%

Management

 7.5%

Image, company reputation, dialogue with stakeholders

 7.5%
The quantifiable, financial (60%) and non-financial (25%) criteria account for 85% of annual variable remuneration. The weighting of each of these criteria, both financial, non-financial and qualitative, and the targets to be met were set at the start of the year and communicated to the executive corporate officer. The assessment is made with no possibility to offset between criteria.
Performance shares  

Concerning the granting of performance shares in 2026, the Board of Directors will be called upon to decide on the implementation of a new Plan within the scope of the authorisation that will be put to the vote of the General Meeting of 24 April 2026.

The grant that would be decided for Nicolas Hieronimus would comply with the recommendations of the AFEP-MEDEF Code. The value of the grant (estimated in accordance with IFRS), would represent approximately 50% of the executive corporate officer's annual remuneration without exceeding 60% of maximum annual remuneration.
 

50% of the performance shares granted to the Chief Executive Officer, with a four-year vesting period, will be subject to a further holding period of two years. This holding period still applies in the case where the beneficiary ceases to be Chief Executive Officer before the end of the holding period. If the beneficiary continues to exercise his function as Chief Executive Officer beyond the end of the holding period, he will be required to hold his shares in registered form until the termination of his duties in accordance with section (II) of Article L. 225-197-1 of the French Commercial Code.
 

Full vesting of these shares is subject to achievement of performance conditions which will be recorded at the end of a four-year vesting period as from the grant date. The number of vested shares will depend:

  • on growth in comparable sales versus those of a panel of competitors, which consists of the companies(1) Unilever, Procter & Gamble, Estée Lauder, Shiseido, Beiersdorf, Puig, Henkel, LVMH, Kao and Coty (40%);
  • on the change in the Group's consolidated operating profit (40%);
  • on the fulfilment of environmental and social responsibility objectives defined by the Group as part of the L'Oréal for the Future programme (% of renewable energy use on operated sites and stores(2) ; % of all materials used in product packaging either from recycled or biobased sources; % of recycled or reused water for industrial purposes in factories) (15%); and
  • on gender balance within strategic positions including the Executive Committee (5%).

The calculation will be based on the arithmetic mean for the three full financial years of the vesting period. The first full year taken into account for assessment of the performance conditions relating to this grant would be 2027.
    Nicolas Hieronimus will not receive remuneration for his position as a Director.