2025 Universal Registration Document

2. Corporate governance

2.4.2.2 Remuneration paid in or allocated in respect of 2025 to Nicolas Hieronimus, Chief Executive Officer

At the General Meeting of 29 April 2025, the shareholders approved the remuneration policy for the Chief Executive Officer that was proposed by the Board of Directors on the recommendation of the Human Resources and Remuneration Committee.

All aspects of this policy applied as from 1 January 2025.

2.4.2.2.1 Fixed remuneration

Nicolas Hieronimus' annual fixed remuneration for 2025 was set at €2,300,000 gross.

2.4.2.2.2 Annual variable remuneration

With regard to Nicolas Hieronimus's annual variable remuneration for 2025, the target was set at an annual gross amount of €2,600,000, or 113% of his fixed remuneration, with a maximum of 130.4% of fixed remuneration in the event of outperformance, or a gross amount of €3,000,000. This sum represents the maximum amount of variable remuneration that may be paid to him.

At its meeting on 13 March 2025, the Board of Directors had set the variable remuneration criteria applicable for 2025 and the respective weighting of such criteria. Financial criteria represent 60% of his variable remuneration and non-financial criteria represent the remaining 40%(1). The financial criteria are directly correlated with the Company’s financial performance indicators: growth in sales and market share as compared to its main competitors, and growth in operating profit, earnings per share (EPS) and cash flow.

On 5 March 2026, the Board of Directors assessed the performance of Nicolas Hieronimus, based on the recommendations of the Human Resources and Remuneration Committee. The payment rate was 106.2% of the target bonus, i.e., a payment rate of 102.1% for financial criteria and 112.4% for non-financial and qualitative criteria.

It was thus decided that, in respect of annual variable remuneration for 2025, Nicolas Hieronimus would be awarded an amount of €2,762,000. i.e., 120.1% of the 2025 annual fixed remuneration.

FINANCIAL TARGETS 2025 (60% OF TOTAL ANNUAL VARIABLE REMUNERATION)
FINANCIAL TARGETS 2025 (60% OF TOTAL ANNUAL VARIABLE REMUNERATION)
Financial criteria Weighting 2025 results Payment rate versus target (maximum 115,4%) Board appraisal
Like-for-like sales as compared to budget(1) Like-for-like sales as compared to budget(1)

Weighting

15 %

Like-for-like sales as compared to budget(1)

2025 results

 €44,052m

Like-for-like sales as compared to budget(1)

Payment rate versus target

(maximum 115,4%)
96.2 %
Like-for-like sales as compared to budget(1)

Board appraisal

Performance below target.

Sales growth differential as compared to main competitors(2) Sales growth differential as compared to main competitors(2)

Weighting

15 %

Sales growth differential as compared to main competitors(2)

2025 results

+ 3 points (5)
Sales growth differential as compared to main competitors(2)

Payment rate versus target

(maximum 115,4%)
115.4 %
Sales growth differential as compared to main competitors(2)

Board appraisal

Maximum target achieved.

Reminder of the payment scale:

Performance below panel: payment = 0

+1pt vs panel: target payment

+3pts vs panel: maximum payment

Operating profit as compared to the budget(1) Operating profit as compared to the budget(1)

Weighting

10 %

Operating profit as compared to the budget(1)

2025 results

€8,891.9m

Operating profit as compared to the budget(1)

Payment rate versus target

(maximum 115,4%)
100 %
Operating profit as compared to the budget(1)

Board appraisal

Performance in line with the target.

Earnings per share(3) as compared to the budget(1) Earnings per share(3) as compared to the budget(1)

Weighting

10 %

Earnings per share(3) as compared to the budget(1)

2025 results

€12.71

Earnings per share(3) as compared to the budget(1)

Payment rate versus target

(maximum 115,4%)
95.4 %
Earnings per share(3) as compared to the budget(1)

Board appraisal

Performance below target.

Cash flow(4) as compared to net profit Cash flow(4) as compared to net profit

Weighting

10 %

Cash flow(4) as compared to net profit

2025 results

105 %

Cash flow(4) as compared to net profit

Payment rate versus target

(maximum 115,4%)
100 %
Cash flow(4) as compared to net profit

Board appraisal

Performance in line with the target.

PAYMENT RATE FOR 2025 FINANCIAL TARGETS

PAYMENT RATE FOR 2025 FINANCIAL TARGETS

Weighting

 

PAYMENT RATE FOR 2025 FINANCIAL TARGETS

2025 results

 

PAYMENT RATE FOR 2025 FINANCIAL TARGETS

Payment rate versus target

(maximum 115,4%)

102.1 %

PAYMENT RATE FOR 2025 FINANCIAL TARGETS

Board appraisal

 

The Board of Directors has decided to base the Chief Executive Officer's remuneration on the Company's key performance indicators to ensure full alignment between the Group's growth strategy and the management of its operations. As most of these indicators derive directly from the internal budget, the disclosure of quantified targets (whether ex ante or ex post) would reveal sensitive information relating to growth assumptions and market strategies. In addition, the Group operates in an extremely competitive global industry, where such disclosure would be detrimental to the protection of L'Oréal's interests.

In order to meet investors' expectations without jeopardising the confidentiality of L’Oréal’s internal data, the Board has decided to adopt a differentiated approach. From now on, the payment scale for the criterion of “sales growth differential as compared to main competitors” is published on an ex ante and ex post basis. This criterion, which is based on relative performance rather than internal budget data, increases the transparency of remuneration without disclosing the Company's forward-looking information.