Executive Corporate Officers' compensation

Charenton-le-Pont,France (March 2, 2023) - On February 22, 2023, on the recommendation of the Nomination and Compensation Committee, the Board of Directors approved:

  1. the 2022 bonus of the Executive Corporate Officers
  2. the 2023 compensation policy for corporate officers

1. 2022 bonus of the Executive Corporate Officers

Pursuant to the Executive Corporate Officers' compensation policy approved by the Shareholders' Meeting of May 25, 2022, the Board of Directors assessed the achievement of the objectives applicable to the 2022 bonus of the Executive Corporate Officers.

The Board of Directors approved a bonus of €2,437,500 for Francesco Milleri and €2,031,250 for Paul du Saillant, corresponding to an achievement rate of their objectives of 162.5%, and reflecting the Company's excellent results.

Detailed calculations are provided in Appendix 1.

Payment of the variable component due for the fiscal year 2022 is subject to the approval of the Annual Shareholders' Meeting called to approve the financial statements for the year ended December 31, 2022.

As a reminder, the achievement rate of the objectives for the annual variable portion of the Executive Corporate Officers' compensation over the last three years was:

20191 2

20201

2021

0%

22.9%

197.8%

1 The Executive Corporate Officers were Leonardo Del Vecchio and Hubert Sagnières. 2 Following the fraud at an Essilor plant in Thailand

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2. 2023 compensation policy for corporate officers

2023 compensation

The Board of Directors drew up the 2023 compensation policy for the corporate officers, which will be submitted for approval at the next Shareholders' Meeting.

Separate resolutions on the compensation policy applicable to each category of corporate officer will be submitted to the Annual Shareholders' Meeting of May 17, 2023:

  • a resolution concerning the compensation policy applicable to members of the Board of Directors;
  • two resolutions concerning the compensation policy applicable to the Chairman and Chief Executive Officer and the Deputy Chief Executive Officer respectively.

The compensation policy applicable to the members of the Board of Directors is confirmed for 2023, subject to the appointment by the Board of Directors on February 22, 2023 of Jean-Luc Biamonti as Lead Director.

The Board of Directors set an amount of additional compensation (comprising solely a fixed component) of €40,000 for the duties of Lead Director, subject to approval by the Shareholders' Meeting of May 17, 2023, in order to reflect the importance of the work1 entrusted to him.

The correlation between compensation and the Company's sustainable performance in the interest of shareholders and all stakeholders remains the fundamental principle on which this policy is based.

Regarding the Executive Corporate Officers, on the recommendation of the Nomination and Compensation Committee, the Board of Directors:

  • reviewed the compensation of the Chairman and Chief Executive Officer to take into account the changes in his responsibilities and the Group's scope;
  • set the compensation of the Deputy Chief Executive Officer.

The Nomination and Compensation Committee reviews the Group's overall compensation policy on a regular basis to ensure it takes into consideration the constant changes in EssilorLuxottica's business sector and remains attractive compared to the practices of comparable companies.

1Broken down in section 3.1.1 of the 2022 Universal Registration Document, which will be published on the website.

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When reviewing the compensation of the Chairman and Chief Executive Officer, the Board of Directors took the following points into consideration.

Recent changes in governance

  • The passing of Leonardo Del Vecchio, EssilorLuxottica's late Chairman, who was a man of values, a visionary, and recognized for his dedication to the Company and its employees, represented a new challenge for the Company and its top management.
  • At this important time in the Group's history, the Board of Directors wishes to lend its full support to its new
    Chairman and Chief Executive Officer who will be responsible for the future execution of the strategy initiated by Leonardo Del Vecchio and for conveying his values and entrepreneurial mindset going forward.
  • It considered that Francesco Milleri's unique knowledge of the Group's industry and business, as well as his expertise, will ensure the Company's continued development and lead EssilorLuxottica through the transition period and the new challenges facing the Group in the best possible way.
    Change in the Group's size and ambition: bringing together the three global industry champions to support its Mission while implementing an ambitious sustainable development program
  • Over the past few years, the Company has accelerated its transformation by reshaping the Group and the global industry. Since the combination between Essilor and Luxottica in 2018, the Group has increased its adjusted operating profit by approximately one third, to over €4 billion for the full-year 2022.
  • The acquisition of GrandVision, which has been consolidated since July 1, 2021, was also a major step in the Group's strategy and its positioning in the global eyecare and eyewear sector. The Group's retail footprint increased by over 7,200 stores worldwide, reaching close to 18,000 stores, further consolidating its presence in the European market. The Group now has approximately 190,000 employees, including over 39,000 from GrandVision
  • The Mission to help people everywhere "see more and be more" is at the heart of the Company's business strategy. To achieve this, EssilorLuxottica must pursue the challenge of expanding its global presence - it currently operates in over 150 countries - including in under-served markets and regions. To respond to its customers' needs, the Company intends to continue to be present in all product distribution channels and all price segments and to pursue its investment policy in order to have an integrated, flexible and resilient supply chain network that has been, and will continue to be, a key factor in the expansion into new geographies and the introduction of new product categories. As the market leader in the eyecare and eyewear sector, EssilorLuxottica needs to continue to be a leading advocate for good vision through awareness raising initiatives and campaigns worldwide, including by leveraging partnerships with numerous institutions. Marking a new chapter in its ambition to eliminate uncorrected poor vision by 2050, in May 2022 the Group announced the launch of the OneSight EssilorLuxottica Foundation, the largest foundation in the world driving inclusive vision care access through philanthropic grants.
  • In parallel, Senior Management implemented an ambitious sustainable development program, "Eyes on the Planet" and launched a culture and identity project to consolidate the "One Company" approach, which confirms how closely linked the corporate Mission, sustainable development and business strategy are at EssilorLuxottica.

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The new Chairman and Chief Executive Officer must therefore deliver on the Group's ambition, which is to continue to grow, to seize opportunities and to meet new challenges, including in terms of sustainable development.

Accelerating innovation and developing the future technology of the eyecare and eyewear industry

  • The pace of innovation in the eyecare and eyewear industry is accelerating, rendering the landscape more unsettled and challenging. Eyecare/eyewear products now present more technological features. They are evolving towards augmented and virtual reality features and could even become a platform for connectivity on a larger scale.
    Innovation and technological development are core priorities for EssilorLuxottica, and it wants to be at the forefront in providing consumers with the appropriate vision solutions to meet their needs. The Group is an industry leader in research and development, and it has recently brought to the market new product categories, including solutions to combat myopia and the next generation of smart glasses, Ray-Ban Stories, in partnership with Meta. EssilorLuxottica aspires to lead the way in this journey for the entire industry, with an enriched product portfolio that includes these new product categories.

When reviewing the compensation of the Chairman and Chief Executive Officer, the Board therefore took into account the complexity of his role, in view of the increase in the Group's scope, the diversification of its businesses, and the faster pace of future technological innovation and development in the sector.

Market positioning of the Chairman and Chief Executive Officer's compensation

  • The last benchmarking study of executive corporate officers' compensation was carried out in late 2020. As a result of the Group's new governance structure following the passing of Leonardo Del Vecchio - namely the combined position of Chairman and Chief Executive Officer held by Francesco Milleri - the Board of Directors appointed the firm Willis Towers Watson to benchmark the competitiveness and attractiveness of Mr. Milleri's compensation.
  • The benchmarking study carried out by Willis Towers Watson shows that the Chief Executive Officer's compensation, as set by the Board of Directors on March 11, 2021 and approved by the Shareholders'
    Meeting of May 21, 2021, is:
    o below the first quartile for cash compensation;
    o below the median for total compensation including performance shares.
  • The comparison panel is detailed in section 3.3.1.2.2 of the 2022 Universal Registration Document, which will be published on the Group's website.

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For these reasons, the Board of Directors considered that the fixed compensation of the Chairman and Chief Executive Officer should be revised and the current maximum amount of his variable compensation be increased in order to ensure that it remains attractive.

Summary of the Chairman and Chief Executive Officer's compensation for 2023

On the recommendation of the Nomination and Compensation Committee, the Board of Directors decided to revise the Chairman and Chief Executive Officer's compensation for 2023, as follows:

Fixed

Annual variable compensation

Long-term incentive

compensation

Francesco Milleri

€1,800,000

Target: 125% of fixed

Maximum 70,000

Chairman and Chief

compensation

performance shares

Executive Officer

Maximum: 250% of fixed

compensation

The monetary compensation and total compensation of the Chairman and Chief Executive Officer for 2023, as proposed by the Board of Directors, lies between the median and the third quartile of the aforementioned panel, which also reflects the Group's positioning in terms of revenues, market capitalization and headcount compared to the panel.

Nearly 80% of this total compensation is linked to the Company's performance, with about half of it depending on long-term performance.

Summary of the Deputy Chief Executive Officer's compensation

On the recommendation of the Nomination and Compensation Committee, the Board of Directors confirmed the compensation of the Deputy Chief Executive Officer.

Fixed

Annual variable compensation

Long-term incentive

compensation

Paul du Saillant

€1,250,000

Target: 100% of fixed

Max. 35,000 performance

Deputy Chief Executive

compensation

shares

Officer

Maximum: 200% of fixed

compensation

The variable compensation of the Executive Corporate Officers for 2023 is set out below.

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EssilorLuxottica SA published this content on 20 September 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 September 2023 16:48:10 UTC.